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| EXHIBIT
10.13 |
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AIRSPAN
NETWORKS INC
777
Yamato Road, Suite 310
Boca
Raton, FL 33431
Tel:
(561) 893-8670
Fax:
(561) 893-8671
http://www.airspan.com
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Private
and Confidential
1
March
2007
David
Brant
Airspan
Communications Ltd
Dear
David
Position
of: Senior Vice President and Chief Financial Officer (CFO) - Boca Raton,
Florida
It
is a
pleasure to provide this formal offer to you for the above position. Both the
Board of Directors (“Board”) and I are enthusiastic about having you join us in
this crucial role. The position reports directly to me and will be based at
the
Airspan Networks offices in Boca Raton, Florida.
Your
base
salary will be US$274,000 per year to be paid weekly in arrears, effective
from
February 1, 2007. The salary will be subject to periodic review and adjustment
by the Board.
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Start
Date/Continuous Service
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This
position will be effective from 1 January 2007. Your service with Airspan
Communications Ltd will count towards your continuous service.
You
are
eligible for assistance with relocation to the United States and details of
this
are included in the attached document.
You
will
be eligible to participate in the Bonus Plan for 2007, at the 50% level. Details
of the plan will be forwarded to you when they have been finalised and
approved.
In
addition, you will be presented with the option to purchase 20,000 shares in
Airspan Networks Inc. common stock. These options will have a grant date
effective 48 hours after the earnings release as per Company standard and will
be priced accordingly. On the first anniversary of the grant date 25% of this
option will vest, the remaining 75% will vest in monthly increments over the
following three years.
In
addition to this grant of options, you will be eligible for grants of additional
options as may be determined by the Board in the future.
6,000
shares of restricted stock to be granted on the same terms as the 2007
restricted Company plan including performance objective.
Other
benefits, including vacation (25 days per annum), healthcare and a contribution
of 7.5% of salary will be paid into your existing pension plan in the UK. This
is in lieu of the 401K and company match benefits. Other benefits will be fully
explained to you by Paychex our employment and payroll bureau.
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If
the Company terminates your employment other than for “Cause” or if you
terminate your employment with “Good Reason”, you will be entitled to a
separation payment, to be paid over a twelve month period following
such
termination, equal to 12 months of your base salary as of the date
or your
termination. Payments to be made in the currency and country of your
choice.
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“Cause”
means (a) your material breach of this agreement or any other agreement between
the Company and you which has not been cured within a reasonable period after
you shall have received notice of such breach from the Company, (b) your failure
to follow the direction of the board of directors, which directions are in
compliance with all applicable laws, and that you have not cured such failure
within a reasonable period after you shall have received notices of such breach
from the Company, (c) your conviction of a crime involving fraud or theft or
that constitutes a felony, (d) your engagement of serious wilful misconduct
that
is materially injurious to the Company, or (e) your wilful failure to perform
the duties and responsibilities of your position.
“Good
Reason” means (a) a material diminution of your duties, authority or
responsibilities, (b) your removal from the position of Senior Vice President
and Chief Financial Officer of the Company (c) a material reduction of your
annual base salary, or (d) a breach by the Company of any material term of
this
agreement or any other agreement between the Company and you which has not
been
cured within a reasonable period after you shall have given the Company notice
of such breach.
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b)
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If
there is a “Change of Control” of the Company, and within one year of the
effective date thereof either (i) the Company terminates your employment,
(ii) you voluntarily terminate your employment because either you
are
required to relocate from the Boca Raton, Florida offices of the
Company
or your duties and responsibilities are changed in a material way,
you
will be entitled to receive employment security of twelve months
of the
total cash compensation that would have been payable to you in
the
twelve-month period following such termination. Such compensation
will
include all bonuses that would have been payable (including all
bonuses in
connection with the end of the Company fiscal year during such
twelve-month period and pro-rated portion of any bonus that would
have
been payable for the following year at the same percentage of
compensation). You will also be entitled during that twelve-month
period
to the benefits described in Section 6
above.
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“Change
of Control” means either of the following: (a) the acquisition by any person,
entity or “group” (as defined in Section 13(d) of the Securities Exchange Act of
1934, as Amended), other than the Principal Shareholders (as defined below)
of
35% or more of the combined voting power of the Company’s then outstanding
voting securities; (b) the merger, consolidation, acquisition or other
transaction of the Company as a result of which the Principal Shareholders
do
not own, directly or indirectly, more than 50% of the combined voting power
entitled to vote generally in the election of the board of directors of the
Company or, as applicable, the acquirer, successor or surviving entity; (c)
the
liquidation or dissolution of the Company; (d) the sale, transfer or other
disposition of all or substantially all of the assets of the Company, whether
in
a single transaction or in series of transactions, to one or more persons or
entities hat are, immediately prior to and after such sale, transfer or
disposition, persons or entities in which the Principal Shareholders do not
own,
directly or indirectly, more than 50% of the combined voting power entitled
to
vote generally in the election of the board of directors of such persons or
entities; and (e) a “Change of Control” under any material document or
instrument governing the indebtedness of the Company.
“Principal
Shareholders” means any or all of those persons or entities (other than officers
of the Company who were not on the board of directors of the Company) who (a)
who owned, directly or indirectly, as of July 19, 2000 more than 75% of the
combined voting power entitled to vote generally in the election of the board
of
directors of the Company at such date, and (b) are entities, which directly
or
indirectly, are in control of, controlled by or under common control with,
any
of the persons or entities described in clause (a).
| c)
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If
the Company terminates your employment for “Cause”, or if you voluntarily
terminate your employment without “Good Reason”, then any options granted
to you under the Plan that have not vested on or prior to the date
of
termination will expire.
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Under
federal immigration laws, the Company is required to verify your identity and
legal authority to work in the United States. This offer is conditional upon
submission of satisfactory documentation.
The
terms
and conditions set forth in this offer have been authorised and approved by
the
Board of Directors of the Company.
If
you
are in agreement with the terms of this offer, please acknowledge by signing
below, this offer is valid for one week from the date of this
letter.
Signed
for Airspan Networks Inc
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| /s/ Barbara
Sheard |
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Barbara
Sheard
Director,
Human Resources
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| Signed /s/ David
Brant |
Date: March 1, 2007 |
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David
Brant
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David
Brant
Relocation
to USA
Administration
of the Relocation Agreement
This
agreement is designed to provide financial assistance and advisory support
for
Airspan employees relocating to take up employment with the Company.
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EXPENSES
COVERED BY THIS AGREEMENT
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Outlined
in this agreement are the relocation expenses which the Company is prepared
to
reimburse to you (if not already covered by your offer letter) and, where
possible, maximum expenditure is indicated. Where it is not indicated the
Company expects reasonable expenditure to be submitted. If you are in any doubt
as to what the Company deems reasonable, please contact the HR Department with
written estimates prior to expenditure for approval. Items not included in
this
agreement will not be reimbursed except those referred to in paragraph 6 of
this
policy.
This
agreement will be administered by the Human Resources Department in the United
States
You
will
only be eligible for relocation reimbursement whilst in employment with the
Company.
For
all
expenses you must submit relocation expense reports in a timely manner with
original receipts, to the Human Resources Department for processing.
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EXPENSES
NOT COVERED BY THIS
AGREEMENT
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The
Company recognises that special circumstances and contingencies may occur in
a
relocation. No one plan such as this can cover every conceivable situation.
If
you encounter an unusual problem or a circumstance, which does not seem to
be
adequately covered in this policy, the Human Resources Department will make
every effort to provide you with the answers and assistance needed. All
agreement deviations require the approval of the CEO.
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TEMPORARY
LIVING EXPENSES
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The
Company will pay for reasonable temporary living accommodations for you in
the
USA in accommodation to be arranged through the Company for a maximum of $6,000
per month with a limit of $40,000. The Company will reimburse normal laundry,
meal and telephone costs during this time. All expenses must be submitted
through the Company’s expenses procedure and must be authorised by the Chief
Executive Officer.
The
Company will pay for the cost of obtaining the necessary visa to allow you
to
work in the US and visas for your wife and daughters. When your visa expires
the
Company will also meet the costs of applying for a Green Card.
The
Company will assist to a maximum of $1,200 per annum, against receipts with
tax
planning and tax returns.
Flights
The
Company will provide economy class flight for you, your wife and your children
to the United States when you take up position.
Transport
Costs of Household Goods
Transport
costs of your household goods from the United Kingdom to the United States.
You
should submit three estimates to the Human Resources Department for approval
prior to booking. To a maximum of $15,000.
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DISTURBANCE
ALLOWANCE
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You
shall
be paid one months salary on your arriving in the US as a disturbance allowance.
If
the
Company should terminate your contract, without cause, or if your post were
to
become redundant, the Company will undertake to pay the costs of your
repatriation, up to a maximum of US$20,000. Assistance
with repatriation includes:
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Assistance with removal. |
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Cost
of travel, as set out in the policy
manual.
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Temporary
accommodation for up to three months in the UK where your normal
residence
is not available to you immediately, for example because it is still
occupied by tenants.
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In
the
event you should resign after a minimum of 24 months from this agreement date,
you will also
qualify for repatriation up to $20,000 as mentioned below. Should you resign
within the first 24 months of this agreement, no repatriation allowance will
apply.
The
company will cover the costs of your repatriation when your work permit expires,
up to a maximum of US$20,000.
The
Company will cover the costs of school fees for school years starting in 2007
and 2008 to a maximum of $25,000 per year.
The
company will cover the cost of travel to the UK for you and your family with
a
maximum of $12,000 per annum.
If
exceptional circumstances should arise, such as serious illness within your
immediate family, which necessitated your permanent return to the UK., Airspan
would review the detail of this relocation package with you.
Signed
for Airspan Networks Inc
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| /s/ Barbara
Sheard |
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Barbara
Sheard
Director,
Human Resources
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| Signed /s/ David Brant |
Date: March 1, 2007 |
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David
Brant |
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