OFFICER EMPLOYMENT CONTINUATION AGREEMENT
Network Equipment Technologies, Inc. ("the Company") and the undersigned
("Officer"), in partial consideration for their continuing officer and
employment relationship and to encourage continued employment in the event of
a potential Change of Control, agree as follows:
1. In the event of Termination of Employment of Officer resulting from a
Corporate Transaction, Change of Control or Hostile Take-Over (as those terms
are defined in the 1993 Stock Option Plan, collectively referred to in this
Agreement as "Change of Control") or from involuntary termination for reasons
other than cause, the Company will provide severance benefits as follows:
a. one year of Officer's base salary ("salary continuance"),
b. one year of Officer's variable compensation (computed using the
mid-point of the applicable range and the company "meets plan"),
c. Officer level medical, dental, life and disability insurance
during the period of salary continuance, and
d. vesting of outstanding stock options and restricted stock awards
during the period of salary continuance.
2. "Termination of Employment" of Officer occurs when one of the following
occurs: he or she is terminated without cause, job location is changed more
than 50 miles, his or her compensation is materially reduced or
responsibilities are substantially altered or reduced (without express
consent of the employee) by the Company, or by any successor to the Company
in conjunction with or within one year after the close of a Change of Control.
3. In the event of a Termination Of Employment in conjunction with a Change
of Control, then vesting of outstanding stock options and restricted stock
held by Officer shall accelerate at the time of such Termination. All vested
options shall be exercisable for the duration of the life of the option.
4. In order to receive the foregoing, Officer agrees to execute the
Company's release and non-competition agreement at the time of any such
Termination of Employment.
Agreed this 3rd day of June, 1996.
NETWORK EQUIPMENT Xxxxxx X. Xxxxxxx
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TECHNOLOGIES, INC. (Print Name of Officer)
BY: /S/ /S/
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June 3, 1996
(Signature)
TITLE: President & CEO
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June 3, 1996
