Common use of Retention Bonus Clause in Contracts

Retention Bonus. You will be eligible for a lump sum cash payment on the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). Except as set forth below, you will not be eligible for the First Year Retention Bonus if your employment terminates prior to the first anniversary of the Acquisition Date. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy during the twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but determined without regard to clause (ii) thereof.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You will be eligible for a lump sum cash payment on the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). Except as set forth below, you will not be eligible for the First Year Retention Bonus if your employment terminates prior to the first anniversary of the Acquisition Date. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy during the twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 14 shall be net of any applicable withholding taxes. For purposes of this Section 814, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but determined without regard to clause (ii) thereof.” b. c. The Letter Agreement is hereby amended by adding a new Section 9 15 as follows:

Retention Bonus. You will be eligible for a lump sum cash payment on the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100200% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100200% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008, (based upon attainment of Company performance and retention goals to be determined by mutual agreement, with a minimum bonus of 100% of your 2008 target bonus and a maximum bonus of 200% of your 2008 target bonus) (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum cash payment on the second anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount to be determined by mutual agreement between you and the Company prior to the first anniversary of the Acquisition Date (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the First Year Retention Bonus retention bonuses as set forth above if your employment terminates prior to the first anniversary of the Acquisition Datesuch applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such termination, and (ii) during the second twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 2008, has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 17 shall be net of any applicable withholding taxes. For purposes of this Section 817, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause clauses (ii) and (v) thereof.” b. d. The Letter Agreement is hereby amended by adding a new Section 9 18 as follows:

Retention Bonus. You will be eligible for a lump sum cash payment on the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum cash payment on the second anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the First Year Retention Bonus retention bonuses as set forth above if your employment terminates prior to the first anniversary of the Acquisition Datesuch applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such termination, and (ii) during the second twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 16 shall be net of any applicable withholding taxes. For purposes of this Section 816, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereof.” b. c. The Letter Agreement is hereby amended by adding a new Section 9 17 as follows:

Retention Bonus. You will For entering into this Agreement, and for agreeing to continue as an employee of RGI, Employee shall be eligible for paid a lump sum cash payment on retention bonus in the first anniversary amount of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of $218,158 (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”), which is equal to one year of Employee’s current base compensation. Except as set forth below, you will not be eligible for the First Year The Retention Bonus shall be paid as follows: a. $18,179.83 shall be paid to Employee on the Effective Date of this Agreement; plus b. Commencing on April 30, 2005, and each month thereafter on the last day of each month, RGI shall make a monthly payment to Employee in the amount of $18,179.83; plus c. any remaining amount of the Retention Bonus still due on the Target Separation Date (or on such earlier date if your employment terminates Employee is terminated prior to the first anniversary Target Separation Date) shall be paid to Employee on the Target Separation Date (or on the termination date if Employee is terminated prior to the Target Separation Date), whether or not Employee agrees to continue as an employee of RGI after that date. If Employee voluntarily terminates his employment with RGI before the Target Separation Date, no further payments shall be due hereunder (but no payments previously made need be returned to RGI); provided, however, that if Employee voluntarily terminates his employment with RGI for “good reason,” then the remaining amount of the Acquisition Date. In Retention Bonus still due on the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy during the twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of date that Employee terminates his employment with the Company from the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence RGI for “good reason” shall be made within 10 paid to Employee on the date which is three business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of after the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount that Employee notifies RGI of his intent to terminate his employment with RGI for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. “good reason.” For purposes of this Section 8Agreement, “Voluntary Termination for Good Reasongood reason” shall have mean a significant demotion or material change in Employee’s duties and responsibilities, including the same meaning as given to place of business at which such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Dateduties and responsibilities are currently performed, but determined without regard to clause from Employee’s current duties and responsibilities; or (ii) thereofa reduction in Employee’s base salary or total compensation, or (iii) a requirement that changes the principal place where Employee is obligated to provide employment services to a place of business that is more than 10 miles from the RGI’s current principal place of business.” b. The Letter Agreement is hereby amended by adding a new Section 9 d. Amounts payable hereunder shall be in addition to Employee’s normal compensation for continuing to serve as follows:an Employee of RGI between the Effective Date and the Target Separation Date.

Retention Bonus. You will be eligible for a lump sum cash payment on the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal Subject to the sum terms and conditions set forth herein, you will receive a payment in the amount of $[●] (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”), subject to the Company’s receipt of your countersignature on this Retention Bonus Agreement within two (2) Business days of the date hereof. Except as set forth belowin the next sentence, you agree that in the event your employment with the Company terminates for any reason (a “Termination”) before the second anniversary of the Effective Date (the “Retention Date”), you will not be eligible required to repay to the Company within ten (10) days of such termination 100% of the After-Tax Value of the Retention Bonus. Notwithstanding the foregoing, in the event the Company terminates your employment for any reason other than Cause, you terminate your employment with the First Year Retention Bonus if Company for Good Reason, or your employment terminates due to your death or Disability, in each case, before the Retention Date (a “Qualifying Termination”) and you execute and do not revoke a customary release of claims in a form reasonably satisfactory to the Company, (i) if the Qualifying Termination occurs prior to the first anniversary of the Acquisition Date. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy during the twelve month period following the Acquisition Effective Date, you will be eligible for a pro rata required to repay to the Company within ten (10) days of such termination 50% of the After-Tax Value of the Retention Bonus and (ii) if the Qualifying Termination occurs following the first anniversary of the Effective Date, the date of your Qualifying Termination will be considered to be the Second Retention Date and you will not be required to repay any portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8Retention Bonus Agreement, the “After-Tax Value of the Retention Bonus” means the applicable portion of the Retention Bonus net of any taxes you are required to pay in respect thereof and determined taking into account any tax benefit that may be available in respect of such repayment. The Company shall determine the After-Tax Value of the Retention Bonus, which determination shall be conclusive and binding. It is the intention that no portion of 1 the After-Tax Value of the Retention Bonus which is repayable by you and which is attributable to any tax benefit available to you shall be paid until you have actually received such tax benefit. For purposes of this Retention Bonus Agreement, “Voluntary Termination for Cause” has the meaning set forth in your employment agreement with the Company or, if no such employment agreement exists, “Cause,” means your (i) material breach of your duties and responsibilities, which is not remedied promptly after the Company gives you written notice specifying such breach, (ii) commission of a felony or a misdemeanor involving moral turpitude, (iii) commission of or engaging in any act of fraud, embezzlement, theft, a material breach of trust or any material act of dishonesty involving the Company or its subsidiaries, or (iv) significant violation of the code of conduct of the Company or its subsidiaries or of any statutory or common law duty of loyalty to the Company or its subsidiaries. “Good Reason” shall have has the same meaning set forth in your employment agreement with the Company or, if no such employment agreement exists, “Good Reason” means any of the following, in each case, without your consent: (i) a change in your title or any material diminution of your responsibilities or authority or the assignment of any duties inconsistent with your position, in each case, compared to what was in effect as given to such term under of the Key Employee Change in Control Severance Plan Effective Date; (ii) a reduction of your annual base salary and/or target bonus as in effect immediately prior on the Effective Date; or (iii) a relocation of your principal office location more than fifty (50) miles from the Company’s offices at which you are based as of the Effective Date (except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations as of the Effective Date). Notwithstanding the foregoing, the occurrence of an event that would otherwise constitute Good Reason will cease to be an event constituting Good Reason upon any of the following: (x) your failure to provide written notice to the Acquisition DateCompany within thirty (30) days of the first occurrence of such event; (y) substantial correction of such occurrence by the Company within thirty (30) days following receipt of your written notice described in (x); or (z) your failure to actually terminate employment within the ten (10) day period following the expiration of the Company’s thirty (30)-day cure period. For purposes of this Retention Bonus Agreement, but determined without regard “Disability” means your inability, due to clause physical or mental incapacity, to perform the essential functions of your job, for two hundred seventy (ii270) thereofconsecutive days. 2.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:

Retention Bonus. You 1. Subject to the conditions contained herein, the Executive shall be eligible to receive a one-time retention bonus (the "Retention Bonus" or the “Bonus”) in the amount of USD $ , such Bonus being payable in two equal installments as follows: a. First Installment: 50% of the Retention Bonus shall be payable to the Executive in the first regularly scheduled payroll cycle immediately following the close of a Transaction (the “Transaction Closing Date"). The payment of the first installment of the Bonus is contingent on the Executive being employed by GENBAND or any other GENBAND Entity between the date of this Agreement and the Transaction Closing Date, without any break in service; provided that if the Executive resigns for Good Reason or is terminated by GENBAND or another GENBAND Entity without Cause before the Transaction Closing Date, s/he will be eligible for a lump sum cash entitled to payment of the first installment of the Bonus ; and b. Second Installment: 50% the Retention Bonus shall be payable to the Executive on the first earlier of: i. the six month anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Transaction Closing Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). Except as set forth belowprovided for in Section C.1.b.(ii), you the payment of the second installment of the Bonus is contingent on the Executive being employed by GENBAND or another GENBAND Entity with no break in service between the date of this Agreement and the six month anniversary of the Transaction Closing Date; or ii. the effective date of the Executive’s termination of employment with GENBAND or another GENBAND Entity, provided that his or her termination is without Cause or his or her resignation is for Good Reason and his or her termination is effective during the six month period following the Transaction Closing Date. The payment of the second installment of the Retention Bonus is contingent on the Executive not having resigned for Good Reason or been terminated by GENBAND or another GENBAND Entity for Cause during the six month period following the Transaction Closing Date. For the avoidance of doubt, if the Executive resigns his or her employment without Good Reason or is terminated by GENBAND or another GENBAND Entity for Cause between the Transaction Closing Date and the six month anniversary thereof, the Executive will not be eligible for the First Year Retention Bonus if your employment terminates prior to the first anniversary of the Acquisition Date. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy during the twelve month period following the Acquisition Date, you will be eligible for a pro rata receive any portion of the First Year Retention second installment of the Bonus, counting full months including a pro-rata portion thereof. 2. Notwithstanding anything in this Agreement to the contrary, GENBAND or another GENBAND Entity shall withhold from any payment to be made under this Agreement such amount or amounts as may be required for purposes of employment complying with the Company from the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as tax withholding provisions of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of Code or any applicable withholding taxes. For purposes of this Section 8federal, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Datestate, but determined without regard to clause (ii) thereoflocal or foreign laws.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows: