Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 9, 2007, the Compensation Committee of the Board of Directors of BigBand Networks, Inc. (the "Company") adopted and approved changes in the compensation of certain of the Company's executive officers, including certain of its named executive officers.

The annual base salary of Rob Horton, the Company's Vice President and General Counsel, was increased to $225,000 per year. In addition, Mr. Horton's potential annual bonus amount for 2008 was increased to 50% of his salary, or $112,500.

The potential annual bonus for 2008 of Ran Oz, the Company's Executive Vice President and Chief Technology Officer was increased to 50% of his annual base salary, or $100,000.

The Company's Compensation Committee also approved the standardization of change of control severance benefits for each of the Company's executive officers, such that if an executive officer is terminated without cause within six months after a change in control of the Company (as set forth in each executive's offer letter), that officer will be entitled to an amount equal to twelve months of that officer's base salary and twelve months of health insurance benefits.

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