EXHIBIT 4 --------- AMENDMENT No. 1 TO RIGHTS AGREEMENT THIS AMENDMENT No. 1, dated as of June 15, 1998 (this "Amendment"), is between BAY NETWORKS, INC., a Delaware corporation (the "Company"), and THE FIRST NATIONAL BANK OF BOSTON (the "Rights Agent").Rights Agreement • June 29th, 1998 • Bay Networks Inc • Computer communications equipment • Delaware
TRUST AGREEMENT TABLE OF CONTENTSTrust Agreement • February 9th, 1998 • Bay Networks Inc • Computer communications equipment • California
1 Exhibit 10.19 BAY NETWORKS, INC. EMPLOYMENT AGREEMENT This Agreement is made by and between Bay Networks, Inc. (the "Company"), and David House ("Executive"). 1. Duties and Scope of Employment. (a) Position: Employment Commencement Date. The Company...Employment Agreement • September 24th, 1997 • Bay Networks Inc • Computer communications equipment • California
EXHIBIT 10.23 BAY NETWORKS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Agreement is amended and restated as of September 12, 1997, and supersedes any other oral or written agreements or understandings between Bay Networks, Inc. (the...Employment Agreement • September 24th, 1997 • Bay Networks Inc • Computer communications equipment • California
ARTICLE IMerger Agreement • June 18th, 1998 • Bay Networks Inc • Computer communications equipment • Delaware
1 Exhibit 10.38 EXECUTIVE RETENTION AND SEVERANCE AGREEMENTExecutive Retention and Severance Agreement • May 8th, 1998 • Bay Networks Inc • Computer communications equipment • California
EXHIBIT 99.1 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of June 15, 1998, between NORTHERN TELECOM LIMITED, a Canadian corporation ("Grantee"), and BAY NETWORKS, INC., a Delaware corporation ("Issuer"). W I T N E S S E T H: WHEREAS,...Stock Option Agreement • June 18th, 1998 • Bay Networks Inc • Computer communications equipment • Delaware
1 Exhibit 10.33 BAY NETWORKS, INC. SIGN-ON STOCK OPTION AGREEMENT 1. Grant of Option. Bay Networks, Inc. (the "Company"), hereby grants an option (the "Option") to purchase 500,000 shares of common stock of the Company to David L. House (the...Stock Option Agreement • May 8th, 1998 • Bay Networks Inc • Computer communications equipment • California
1 Exhibit 10.39 OFFICER RETENTION AND SEVERANCE AGREEMENTOfficer Retention and Severance Agreement • May 8th, 1998 • Bay Networks Inc • Computer communications equipment • California
XYLOGICS, INC. 53 Third Avenue Burlington, MA 01803Change in Control Agreement • September 24th, 1997 • Bay Networks Inc • Computer communications equipment • Massachusetts
