EXHIBIT 10.35
Cabletron Systems, Inc.
August 3, 2001
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We have agreed that the terms below will govern your relationship with Cabletron
going forward. If these terms are acceptable to you, please sign and return a
copy of this letter to me, at which point it will become a binding agreement
between you and Cabletron.
1. CURRENT SALARY. You will be paid your current base salary through
Sept. 2, 2001.
2. TRANSFORMATION BONUS. You will be paid a transformation bonus of
$300,000 on Aug. 3, 2001. Subject to continued performance, you will
receive your normal quarterly bonus of $150,000 for Q2.
3. ADDITIONAL COMPENSATION. We agree to pay you additional compensation
equal to one year salary plus bonus. One-half of the Additional
Compensation shall be paid on Aug. 3. The other half of the Additional
Compensation will be paid to you on Jan 2, 2002; this amount shall be
placed in an escrow account to be released to you on Jan. 2, 2002
unless you have materially breached the confidentiality provision set
forth below. At such time as you cease to be an employee of the
Company, you will be paid a lump sum based upon your unused vacation
time at your current base salary.
4. CONFIDENTIALITY. You agree not to disclose any material confidential
information of the Company or its subsidiaries to any third parties
under circumstances that one would reasonably expect to cause material
harm to the Company or its subsidiaries.
5. STOCK OPTIONS. Your Cabletron stock options will be treated the same
as other employees, that is, the vesting on you Cabletron stock
options will be accelerated through Feb. 28, 2002 and you will receive
Riverstone rainbow options using the same ratio used with respect to
Cabletron stockholders. With respect to your Aprisma, Enterasys, and
Riverstone stock options, the remaining restrictions that prevent the
transfer of the shares issued on exercise of the options will be
lifted as of Aug. 6. This will not affect the exercisability of the
stock options.
Cabletron Systems, Inc.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Director
