Exhibit 10.16

[BigBand Networks, Inc. Letterhead]

July 29, 2010

David Lockwood
c/o ValueAct Capital Partners
435 Pacific Avenue
Fourth Floor
San Francisco, CA 94133

Re:		Board Membership

Dear David:

     On behalf of BigBand Networks, Inc., a Delaware corporation (the “Company”), I am extremely pleased to invite you to become a member of the Company’s Board of Directors (the “Board”) subject to stockholder approval at the Company’s annual meeting of stockholders. It is our belief that your skills, expertise and knowledge will prove helpful to the progress of the Company.

     In connection with your service as director, the Company has agreed to grant you a non-qualified stock option entitling you to purchase up to 50,000 shares of the Company’s Common Stock (the “Initial Director Option”). The shares issuable upon exercise of the Initial Director Option will, pending continuing service as a director, vest and become exercisable as follows: 1/4^th of the shares will vest and become exercisable on the one year anniversary; and an additional 1/48^th of the total shares for each subsequent month of your service as a director, with the Initial Director Option vesting fully after four years of service.

     The Board presently anticipates that the Company will grant you a non-qualified stock option entitling you to purchase up to an additional 19,300 shares of the Company’s Common Stock (the “Annual Director Options”) and 12,800 restricted stock units (the “Annual Director RSUs”) in subsequent years if you continue to serve as a director after the Company’s Annual Meeting of Shareholders. The shares issuable upon exercise of the Annual Director Option will, pending continuing service as a director, vest as to 1/12^th of the total shares for each subsequent month of your service as a director, with each Annual Director Option vesting fully on the first anniversary of the date of grant. Annual Director RSUs will, pending your continued service as a director, vest as to ¹/4 of the shares each subsequent quarter of your service as director, with each Annual Director RSU grant vesting fully on the first anniversary of the date of grant.

     The Initial Director Option, the Annual Director Options and the Annual Director RSUs, will be subject to the terms and conditions of Company’s 2007 Equity Incentive Plan (the “Plan”) and the stock option agreements evidencing the Director Option and the Annual Director Options and the restricted stock unit agreements evidencing the Annual Director RSUs (the “Agreements”). In accordance with the Company’s Director Compensation Policy, all such options and RSUs shall provide for 100% vesting acceleration upon a Change of Control of the Company, as that term is defined in the Agreements. The

exercise price per share will be equal to the fair market value of the Company’s Common Stock on the date of grant, as determined by the Board in accordance with the Plan.

     As a non-investor, non-employee director, the Company will pay you an annual retainer of $20,000 for each full year of service as a director. In addition, you will receive $1,000 for attendance at each live Board meeting, $1,000 for attendance at each live committee meeting, $750 for participation in each telephonic meeting lasting over one hour, and $500 for participation in each telephonic meeting lasting one hour or less.

     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 or the stock option agreement should be construed to interfere with or otherwise restrict in any way the rights of the Company and the Company’s stockholders to remove any individual from the Board at any time in accordance with the provisions of applicable law.

     We are looking forward to having you join us at the Company. We believe that your enthusiasm and past experience will be an asset to the Company and that you will have a positive impact on the organization. If you have any questions, please call me at XXX-XXX-XXXX.

Sincerely,

/s/ Michael Pohl

Michael Pohl
Chairman of the Board of Directors

AGREED AND ACCEPTED:
/s/ David Lockwood   David Lockwood
July 29, 2010
Date