PROCERA NETWORKS, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
JAMES F. BREAR
This Executive Employment Agreement (“ Agreement ”) by and between James F. Brear (“ Executive
”) and Procera Networks, Inc. (the “ Company ”) (collectively, the “ Parties ”) is entered into on February 11,
2008 (the “ Effective Date ”).
WHEREAS , the Company desires to employ Executive to provide personal services to the Company,
and wishes to provide Executive with certain compensation and benefits in return for his services;
WHEREAS , Executive wishes to be employed by the Company and to provide personal services to the
Company in return for certain compensation and benefits;
NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, it is hereby
agreed by and between the parties hereto as follows:
1.1 Position. Subject to terms and conditions set forth herein, the Company agrees to
employ Executive in the position of Chief Executive Officer and President of the Company, and to appoint
Executive as a member of the Company’s Board of Directors (the “Board”), and Executive hereby accepts such
employment and appointment. During the term of Executive’s employment with the Company, Executive will
devote Executive’s best efforts and substantially all of Executive’s business time and attention to the business of
the Company, except for vacation periods as set forth herein and reasonable periods of illness or other
incapacities permitted by the Company’s general employment policies. Executive’s first date of employment is
February 6, 2008 (the “ Commencement Date ”).
1.2 Duties and Location. Executive shall serve in an executive capacity and shall
perform such duties as are customarily associated with Executive’s then current title, consistent with the bylaws of
the Company and as required by the Board. Executive shall report to the Board. Executive’s primary office
location shall be a location mutually a