EXHIBIT 10.88
CHANGE OF CONTROL ARRANGEMENT WITH XXXXXXXX XXXXXX
Brocade Communications Systems, Inc. (the "Company") has entered into an
agreement with Xx. Xxxxxxxx Xxxxxx which covers an option to purchase 350,000
shares and provides the following:
In the event that (i) a Change of Control (as defined below) occurs and you are
subject to a Constructive Termination (as defined below) within one year after
the Change in Control; or (ii) your employment is terminated for any reason
other than for Cause as (defined below), you shall receive 50% vesting
acceleration of your remaining unvested initial option grant, 6 months continued
base salary and 6 months (or less, if you and your covered dependents become
covered by the plans of another employer) of company-subsidized COBRA such that
you pay no more premiums than a similarly situated active employee, in exchange
for a signed Separation Release and Agreement.
For purposes of this provision:
"Change of Control" shall mean the closing of (i) a consolidation or merger of
the Company with or into any other corporation or corporations in which the
holders of the Company's outstanding shares immediately before such
consolidation or merger, retain stock representing a majority of the voting
power of the surviving corporation of such consolidation or merger, or (ii) a
sale of all or substantially all of the assets of the Company.
"Constructive Termination" is defined as (i) a material reduction of your
duties, authority or responsibilities, (ii) any reduction in your title, (iii) a
reduction in your salary or bonus, as in effect immediately before the Change of
Control, or (iv) the relocation is more than 50 miles.
"Cause" shall mean (i) unauthorized use or disclosure of the confidential
information or trade secrets of the Company which is materially injurious to the
Company; (ii) any breach of this letter agreement, the Employment, Confidential
Information, Invention Assignment and Arbitration Agreement between you and the
Company, or any other agreement between you and the Company, if the breach is
materially injurious to the Company, (iii) conviction of, or a plea of "guilty"
or "no contest" to a felony under the laws of the United States or any state,
(iv) willful misconduct which is materially injurious to the Company; or (v)
gross negligence in the performance of duties assigned to you.
