Vice President, Worldwide Sales Employment Agreement

EXHIBIT 10.6



June 9, 1997



Mr. Mark McIIvane Chicago, Illinois



Re: Employment With Clarent Corporation

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Dear Mark:



Clarent Corporation (the "Company") is pleased to offer you a position as Vice President, Worldwide Sales, on the terms set forth in this letter agreement, effective as of June 6, 1997 upon your acceptance by execution of a counterpart copy of this letter where indicated below.



1. Reporting; Duties and Responsibilities; Employment At Will; Employee

-------------------------------------------------------------------- Invention Assignment and Confidentiality Agreement. In this position you will - -------------------------------------------------- report to Jerry Chang, President. This offer is for a full time position, headquartered in Chicago, except as travel to other locations may be necessary to fulfill you responsibilities. Your employment with the Company is on an "at will" basis, and either you or the Company may terminate your employment with the Company at any time, for any reason.



2. Salary; Commission; Benefits and Vacation. Your base salary will be

----------------------------------------- $150,000 per year, payable in accordance with the Company's customary payroll practice as in effect from time to time. In addition, you are also entitled to receive sales commission based on the 1997 Sales Plan for your territories. This Sales Plan is a draft and may need to be approved by Clarent's Board of Directors. The general parameters of this plan are as follows:



. You will have a July through December 1997 sales quota of US$8,000,000

revenue. The revenue will be based on all revenues from any customers

whose headquarters are based anywhere except in the Asia Pacific

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region. Sales made to AT&T Jens, whose headquarters is in Tokyo, are

specifically excluded from this territory.



. The quota will be spread over the remaining months in 1997 by Heidi

Bersin, Vice President, Marketing. This spread will be made with your

direct input, via a forecast that you provide to Heidi within 1 week

after your initial day of employment.



You will have the opportunity to earn sales commission as follows:



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YEAR TO DATE INCREMENTAL % OF REVENUE PAID TO YOU IN

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QUOTA ATTAINMENT IN YOUR SALES COMMISSION

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TERRITORY

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0 0%

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1-30% .25%

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31-100% 1.5%

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101% -120% 2.0%

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121%+ 2.5%

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. Sales commissions will be calculated and paid monthly, if

applicable. They will be paid within 6 weeks following the close

of business for a given month.



For example, commissions for January sales will be paid to you no

later than March 15.



. The percentage will be calculated based on year to date

attainment. The actual commission to be paid will be based on

that month's booked revenues in your territory. For example, if

revenues in a given month are $400,000 in your territory, and if

you are at 65% of year to date attainment, you will be paid

$400,000 times 1.5%, or $6,000 that month.



. Quota will be retired on revenue earned through direct system or

service sale and system lease. If you sign up third party

channels to sell in your territory, you will retire quota based

on the revenue that is booked to Clarent from the 3rd party.



. If any customers disconnect our systems and request refunds, any

customer refunds in your territory will be debited against your

revenue attainment.



. Sales will count as sales based on when generally accepted

accounting practices allow Clarent Corporation to book the sale

as revenue to the Corporation.



. Any disputes that you have regarding sales territory or quota

attainment will be resolved by Jerry Chang, President, within 1

month from when you submit the dispute in writing.



Clarent Corporation will use its best efforts to make quota or other compensation plan changes on an annual basis. However, if there are significant and material changes in the market that will affect Clarent's position, Clarent reserves to right to modify the compensation plan at the beginning of any ...