Exhibit 10.1
SONUS NETWORKS, INC.
RESALE RESTRICTION AGREEMENT
This RESALE RESTRICTION AGREEMENT (the "Agreement") with respect to
certain stock option award agreements (the "Option Agreements") issued under the
Sonus Networks, Inc. Amended and Restated 1997 Stock Incentive Plan (the "Plan")
is made by and between Sonus Networks, Inc., a Delaware corporation (the
"Company"), and (the "Holder").
WHEREAS, the Holder was granted options (the "Options") to acquire shares
of common stock of the Company (the "Shares") under the Plan pursuant to the
Option Agreements.
WHEREAS, the Options are fully vested and exercisable by reason of an
action of the Board of Directors of the Company effective December 21, 2005; and
WHEREAS, the Company and the Holder wish to impose certain resale
restrictions on the Shares subject to the Options as provided herein on the
terms and conditions contained herein.
NOW, THEREFORE, it is agreed as follows:
1. The Holder acknowledges that he or she has reviewed this Agreement in
full.
2. The Holder agrees not to sell, contract to sell, grant any option to
purchase, transfer the economic risk of ownership in, make any short sale of,
pledge or otherwise transfer or dispose of any Shares (or any interest in any
Shares) until the date on which the Shares would have vested pursuant to the
original terms of the Option Agreements (hereinafter referred to as the "Resale
Restrictions").
3. The Resale Restrictions shall lapse on the earlier of the date on which
the Shares would have vested pursuant to the original terms of the Option
Agreements or the last day of the Holder's employment with the Company.
4. This Agreement shall be effective as of December 30, 2005.
5. The Holder represents and warrants that he or she has full power to
enter into this Agreement.
6. This Agreement, the Option Agreements and the Plan constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior understandings and agreements of the
Company and the Holder with respect to the subject matter hereof, and may not be
modified except by means of a writing signed by the Company and the Holder. This
Agreement is to be construed in accordance with and governed by the internal
laws of the Commonwealth of Massachusetts without giving effect to any choice of
law rule that would cause the application of the laws of any jurisdiction other
than the internal laws of the Commonwealth of Massachusetts to the rights and
duties of the parties. Nothing in this Agreement (except as expressly provided
herein) is intended to confer any rights or remedies on any persons other than
the parties. Should any provision of this Agreement be determined to be illegal
or unenforceable, such provision shall be enforced to the fullest extent allowed
by law and the other provisions shall nevertheless remain effective and shall
remain enforceable.
7. This Agreement shall be binding upon the Company and the Holder as well
as the successors and assigns (if any) of the Company and the Holder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on the date set forth beside such party's signature.
Dated: December,______, 2005 SONUS NETWORKS, INC.
By:____________________________________
____________________________________
Dated: December,_____, 2005 Holder
_______________________________________
_______________________________________
