0000950135-05-004855 Sample Contracts

BROOKTROUT, INC. NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • August 18th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus • Massachusetts

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”), by and between Brooktrout, Inc., a Massachusetts corporation (the “Company”), and Eric R. Giler (the “Executive”) is made as of August 18, 2005 (the “Effective Date”).

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AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • August 18th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus

This amendment, dated as of August 18, 2005, amends the Shareholder Rights Agreement, dated as of September 9, 1998, as amended as of March 1, 2002 (the “Rights Agreement”), between Brooktrout, Inc. (the “Company”), and EquiServe Trust Company, N.A., as successor Rights Agent (the “Rights Agent”). Terms defined in the Rights Agreement and not otherwise defined herein are used herein as so defined.

BROOKTROUT, INC. NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • August 18th, 2005 • Brooktrout Inc • Telephone & telegraph apparatus • Massachusetts

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”), by and between Brooktrout, Inc., a Massachusetts corporation (the “Company”), and Robert C. Leahy (the “Executive”) is made as of August 18, 2005 (the “Effective Date”).

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