AGREEMENT AND PLAN OF MERGER BY AND AMONG ZHONE TECHNOLOGIES, INC., PARROT ACQUISITION CORP. AND PARADYNE NETWORKS, INC. DATED AS OF JULY 7, 2005Merger Agreement • July 11th, 2005 • Paradyne Networks Inc • Electronic components & accessories • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2005 (this “Agreement”), by and among Zhone Technologies, Inc., a Delaware corporation (“Parent”), Parrot Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Paradyne Networks, Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • July 11th, 2005 • Paradyne Networks Inc • Electronic components & accessories • Delaware
VOTING AGREEMENT, dated July 7, 2005 (this “Agreement”), by and among Zhone Technologies, Inc., a Delaware corporation (“Parent”), Parrot Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and each of the persons listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).
AMENDMENT TO EMPLOYMENT AGREEMENT AND OUTSTANDING STOCK OPTION AGREEMENTS with Sean E. BelangerEmployment Agreement • July 11th, 2005 • Paradyne Networks Inc • Electronic components & accessories
THIS AMENDMENT (this “Amendment”), effective as of July 7, 2005, by and between Paradyne Networks, Inc., a Delaware corporation (the “Company”), and Sean E. Belanger (“Executive”), amends (i) that certain Employment Agreement, dated as of December 8, 2000, by and between the Company and Executive (the “Employment Agreement”), and (ii) all stock options to acquire common stock of the Company held by the Executive immediately prior to July 7, 2005 (the “Options”) and any stock option agreements (collectively, the “Option Agreements”) representing the Options.
