0001193125-07-106323 Sample Contracts

CARRIER ACCESS CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 8th, 2007 • Carrier Access Corp • Telephone & telegraph apparatus • Colorado

Carrier Access Corporation (the “Company”) hereby grants you, [Name] (the “Employee”), an award of restricted stock units (“Restricted Stock Units”) pursuant to the Stock Issuance Program under the Company’s 1998 Stock Incentive Plan (the “Plan”). The date of this Restricted Stock Unit Agreement (the “Agreement”) is [DATE] (the “Grant Date”). Subject to the provisions of Appendix A (attached and of the Plan, the principal features of this award are as follows:

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CARRIER ACCESS CORPORATION STOCK ISSUANCE PROGRAM RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 8th, 2007 • Carrier Access Corp • Telephone & telegraph apparatus • Colorado

Carrier Access Corporation (the “Company”) hereby grants you, [NAME] (the “Employee”), an award of unvested shares of the Company’s Common Stock (“Restricted Stock”) pursuant to the Stock Issuance Program under the Company’s 1998 Stock Incentive Plan (the “Plan”). The date of this Agreement is [DATE] (the “Grant Date”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this grant are as follows:

ASSET PURCHASE AGREEMENT BETWEEN CARRIER ACCESS CORPORATION, as Buyer and MANGROVE SYSTEMS, INC., as Seller
Asset Purchase Agreement • May 8th, 2007 • Carrier Access Corp • Telephone & telegraph apparatus • Delaware

This Asset Purchase Agreement (this “Agreement”) is entered into as of March 2, 2007, by and between Carrier Access Corporation, a Delaware corporation (“Buyer”), and Mangrove Systems, Inc., a Delaware corporation (“Seller”). Buyer and Seller are sometimes referred to in this Agreement individually as a “Party,” and collectively as the “Parties.”

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