Exhibit 10.8 Shiva Corporation Northwest Park 63 Third Avenue Burlington, MA 01803 617 270-8300 Fax: 617 270-8599 January 2, 1996 Mr. Guy Daniello 8 Atkinson Gate Nepean, Ontario Canada K2G 5H3 Dear Guy, We are pleased to extend you an offer to join Shiva Corporation as Senior Vice President, Research and Development, reporting to me. This letter defines the terms and conditions of the relationship, as follows: Base Salary: $225,000 Bonus: 50% of base salary, based upon Shiva Corporation's attainment 		 of corporate objectives (as defined in each annual Shiva 		 Corporate Bonus Plan) and personal objectives. Stock Options: Grants: A total of 130,000 shares to be granted in four equal 		 installments of 32,500 shares at each of the next four Board 		 of Directors meetings. The price of each option grant will 		 be determined at the applicable Board meeting. At any time 		 prior to the next Board of Directors meeting, you may elect 		 to accelerate the grant of any portion of the total shares 		 remaining. Vesting: Vesting of each option grant will occur according to the 		 following schedule: 		 25% of each grant will vest immediately upon date of grant.* 		 75% of each grant will vest annually, 25% per year, over the 		 next four years. 		 *Consistent with the requirement of Section 16(c) of the 		 Exchange Act, you will be eligible to exercise and sell such 		 vested stock six (6) months from the date of grant. Vesting Upon Change of Control: All outstanding options granted will be immediately vested 		 in the event of any material diminution in your position, 		 duties, responsibilities, title or office or any reduction 		 in your standard compensation as a result of any change in 		 control of Shiva Corporation. Relocation: Relocation terms will be mutually agreed upon within the next 		 week. The relocation package is anticipated to include 		 selling and purchase expenditures relating to your primary 		 residence, moving expenses, househunting trips and tax gross 		 up if necessary. We look forward to you joining us at Shiva in this very important position. Please indicate your acceptance by signing and returning, via facsimile at 617 270-8998, a copy of this letter to me. Sincerely, /s/ Frank Ingari Frank A. Ingari, Chairman and Chief Executive Officer Accepted: /s/ Guy A. Daniello Date: January 4, 1996