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 27 day of October, 1995.
NETWORK EQUIPMENT ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
TECHNOLOGIES, INC. -----------------------
(Print Name of Officer)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇▇
------------------------- -------------------
(Signature)
Title: President & CEO
---------------------
October 26, 1995 N.E.T. Confidential
