September 8, 2008 Mr. Al Wood C/O Veraz Networks, Inc. 926 Rock Avenue, Suite 20 San Jose, CA 95131 Re: Amendment to Offer of Employment with Veraz Networks, Inc. dated April 13, 2005 Dear Al:
Exhibit 10.1
September 8, 2008
Re: Amendment to Offer of Employment with Veraz Networks, Inc. dated April 13, 2005
Dear Al:
Veraz Networks, Inc. (the “Company”) is pleased to offer you the following amendment to your
employment letter dated April 13, 2005, as amended by letter dated April 21, 2006 (“Employment
Agreement”). Except as otherwise set forth herein, the terms and conditions of the Employment
Agreement remain in full force and effect without any modification and any terms used herein and
not defined shall have the meaning set forth in the Employment Agreement.
Effective as of August 18, 2008, the annual base salary set forth in the paragraph numbered 2 of
the Employment Agreement shall be $295,000.
No later than January 31, 2009, you will be paid a one-time bonus in the amount of seventy-five
thousand United States dollars ($75,000) less applicable deductions and withholdings.
Commencing with the calendar year beginning January 1, 2009 and each year thereafter, you will be
eligible to receive an annual performance-based incentive bonus of thirty five percent (35%) of
your annual base salary. The amount of such bonus, if any, shall be determined by the Board in its
sole discretion; provided, however, that the minimum annual performance-based incentive bonus
payable for performance in 2009 shall be thirty percent (30%) of your annual base salary. Bonuses
are generally paid in February of the following year (following audit sign-off) and are subject to
standard payroll deductions and withholdings. You must be employed on the day that your bonus is
paid in order to earn the bonus. Therefore, if your employment is terminated either by you or the
Company for any reason prior to the bonus being paid, you will not have earned the bonus and no
partial or prorated bonus will be paid.
Subject to approval by the Board, the Company will grant you two-hundred and fifty thousand
(250,000) restricted stock units (“RSUs”) pursuant to the Company’s 2006 Equity Incentive Plan.
The stock underlying the RSUs will be issued as follows (provided you continue to be employed on
each of the issuance dates); provided, however that if, in accordance with the terms and conditions
set forth in paragraph 6 of the Employment Agreement titled Change of Control Termination, your
employment with the Company is terminated without Cause or if you resign for Good Reason, then as
of the date of termination, 100% of the shares that have not been issued to you pursuant to the
RSUs granted herein (or any other RSUs granted) shall be issued in full and without restriction:
93,750 shares of stock will be issued on August 18, 2009
93,750 shares of stock will be issued on August 18, 2010
31,250 shares of stock will be issued on August 18, 2011
31,250 shares of stock will be issued on August 18, 2012
93,750 shares of stock will be issued on August 18, 2010
31,250 shares of stock will be issued on August 18, 2011
31,250 shares of stock will be issued on August 18, 2012
If you agree to the terms and conditions set forth herein, please sign where indicated below.
| Best Regards Veraz Networks, Inc. |
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| Xxxxxx Xxxxxx | ||||
| Vice President, Global Human Resources | ||||
| Accepted and agreed: |
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| Xx Xxxx | ||||
| Date: |
