Director Offer Letter between Gigamon LLC and Kenneth A. Goldman
Gigamon LLC offers Kenneth A. Goldman a position as Director, subject to Board approval. He will receive $1,000 for each Board meeting attended and reimbursement for travel expenses. Upon joining, he will be granted an option to purchase 210,000 performance units at a set price, vesting over 36 months, with full acceleration if the company is acquired. The offer is contingent on no conflicts of interest and compliance with confidentiality. The company retains the right to remove him from the Board as allowed by law.
Exhibit 10.9
 | Gigamon 598 Gibraltar Dr., Milpitas, CA 95035 T. 408 ###-###-#### F. 408 ###-###-#### www.gigamon.com | |||
February 7, 2011
PERSONAL AND CONFIDENTIAL
Dear Ken:
On behalf of the entire Board of Gigamon LLC (the “Company”), I am delighted to invite you to join us as a Director of the Company, subject to approval of the Board of Directors (the “Board”). The responsibilities of Board Members and our general governance policies are described in our “Restated Limited Liability Company Agreement of Gigamon LLC”. This letter describes a summary of the financial terms of this offer, but you will also be eligible for protection under the Company’s director and officer liability insurance policies.
Your cash compensation as a Director will include a paid Board meeting fee of $1,000 for each Board meeting attended in person or via telephone. For each Board meeting attended in person, all travel and out of pocket expenses will be paid or reimbursed by Company.
Upon the effective date of your election to the Board, you will be granted an option to purchase up to 210,000 units of the Company’s Performance Units at a $0.05 Base Value (as defined in the Plan) under the terms and conditions set forth in the grant agreement and the Company’s 2009 Performance Unit Plan (the “Plan”). During the period of your services, the units granted will vest in equal monthly installments over 36 months. In the event of a merger or acquisition resulting in the Company not surviving, the vesting of units will be completely accelerated.
In accepting this offer, you are representing to us that (i) you do not know of any conflict that would restrict you from becoming a Director of the Company and (ii) you will not provide the Company with any documents, records or other confidential information belonging to any other parties. Nothing in this offer should be construed to interfere with or otherwise restrict in any way the rights of the Company and its unitholders to remove any individual from the Board at any time in accordance with the provisions of applicable law.
To confirm your acceptance of this course of action, please sign and date one copy of this letter and return it to me in the envelope provided.
We look forward to your contributions as a Director. Sincerely,
| /s/ Ted Ho
Ted Ho |
| Chief Executive Officer |
| Accepted: |
| /s/ Ken Goldman |
| Ken Goldman |
