Exhibit 10.4
PROCERA NETWORKS, INC.
0000 XXXXXXXXXX XXXX.
CAMPBELL, CA 95008
May 27, 2003
Xxxxxxx Xxxxxx
0000 Xxxxxxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Re: Employment with Procera Networks, Inc
Dear Xxxx:
Today Procera Networks, Inc. signed a Definitive Agreement to merge with a
non-active public company. Xxxxxxx's merging partner is a public company shell
which has no employees, no assets, and no liabilities. The name of the merged
company will be Procera Networks, Inc. On the basis of this merger, Xxxxxxx
intends to raise $5 Million in equity investment between now and July 30, 2003.
We wish to offer you an Exempt position as Vice-President-Sales, reporting
directly to the CEO, with Procera Networks, Inc.(the "Company"), with your
employment to commence on June 9, 2003.
For the services rendered, you will be paid an annual base salary of $80,000 and
an incentive target of $80,000, based on sales performance, from date of hire
until the date the Company has received a total of $4 Million in equity funding
(the "Funding Date"). On the Funding Date, your annual base salary will be
increased to $100,000 and the target sales performance incentive to $100,000.
Employees will be paid every second Friday, beginning June 20, 2003. As an
employee of the Company, you shall be provided with 15 days of paid time-off,
paid Holidays, medical insurance, and dental insurance in accordance with
Company policies. Paid time-off shall begin accruing upon commencement of your
employment at the rate of 4.6 hours per bi-weekly pay period. You will be
required to execute the Company's standard Non-Disclosure and Assignment of
Inventions Agreement.
Shares of the Company's common stock which you purchased as a Founder and shares
of common stock which you accepted as consideration for your signed Settlement
and Release Agreement are 100% vested.
Your employment shall be at the will of either party. Accordingly, if for some
reason you are not happy or satisfied with your employment, you may terminate
your employment at any time. In addition, the Company may terminate your
employment at any time, with or
without cause, as well. This offer is subject to satisfactory proof of your
right to work in the United States.
Additionally, you shall be required to comply with the Company's employment
policies and work and safety rules in effect from time to time.
If you agree with the terms and conditions set forth in this letter, please
acknowledge your agreement by signing in the space below and returning a copy of
this letter to the Company.
Xxxx, your participation and support during the Company's initial start-up year
is very much appreciated and we look forward to you joining our team again as we
move forward to re-start the Company.
Sincerely,
s/s X.X. Xxxxxx
----------------------
Xxxx X. Xxxxxx, CEO
Procera Networks, Inc.
AGREED TO AND ACCEPTED:
----------------------
s/s Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx Xxxxxx
6/9/03
-----------------------------
Date
