AGREEMENT AND GENERAL RELEASE

EXHIBIT 10.1

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release ("Agreement") is entered into by and between TEKELEC, including for purposes of this Agreement all of its subsidiary, affiliated, and related entities (hereinafter referred to as "Tekelec") and JAY WHITEHURST ("Employee") and is effective as of the Closing Date of the SSG Transaction as defined below.

RECITALS

A. Employee has been employed as an officer in Tekelec's switching solutions group ("SSG") at Tekelec's Morrisville, North Carolina location.

B. Employee and Tekelec are parties to a letter agreement dated November 10, 2006, providing for Employee's receipt of a Completion Bonus under certain conditions including the closing of a sale or other divestiture by Tekelec of the SSG business.

C. Tekelec has entered into an Acquisition Agreement dated March 20, 2007, whereby Tekelec has agreed to sell the SSG Business to GenBand, Inc. (hereinafter referred to as the "SSG Transaction.) The SSG Transaction is scheduled to close on April 21, 2007. As a result of the SSG Transaction, Employee will be separating from Tekelec and joining GenBand.

D. As more fully set forth in Section 19 below, Employee was provided with this Agreement on April 20, 2007, has been given forty-five days to consider whether to sign it, has been encouraged to consult with an attorney of his choice before signing it, and will have seven (7) days to revoke this agreement after having signed it.

E. Employee has received independent advice concerning the tax consequences of the benefits payable under this Agreement including Section 409A of the Internal Revenue Code (the "Code"). Although Tekelec desires to cooperate with Employee in an effort to minimize any adverse tax consequences to Employee, Tekelec has not made any representations regarding, nor indemnified Employee with respect to any tax liabilities that may be imposed on him in connection with the payments made under this Agreement.

THEREFORE, having read, understood and voluntarily consented to the terms and conditions set forth below, the parties have entered into the following:

AGREEMENTS

1. Service through Closing Date. Tekelec's obligations under this Agreement are

subject to the Closing of the SSG Transaction as defined in Section 3.2 of the Acquisition Agreement between Tekelec and GenBand, Inc.

2. Completion Bonus. Provided Employee enters into this Agreement within the time period specified in Paragraph 19(a) below, returns all Tekelec property and confidential information in Employee's possession, and complies with all of the terms of this Agreement, Employee will receive a Completion Bonus in the amount of $750,000 less legal deductions and withholdings. Tekelec agrees to issue two lump sum payments to Employee, each of which shall be mailed to Employee's last home address in Employee's personnel file, or such other address as Employee may specify in writing. The first lump sum payment in the amount of $450,000 shall be made on the last day of the month in which Employee's separation from service with Tekelec occurs. The second lump sum payment in the amount of $300,000 shall be made on the last day of the sixth month period commencing on the first day after the day on which Employee's separation from service with Tekelec occurs. For purposes of Code Section 409A, Employee's termination of employment with Tekelec shall be considered a separation from service. Tekelec makes no representations concerning the tax consequences of said payments under Code Section 409A. Employee shall be responsible for any and all tax liabilities that may arise in connection with said payment including without limitation Code Section 409A.

3. Waiver of Benefits under Tekelec Officer Severance Plan. In consideration for the Completion Bonus and in accordance with the terms of the Retention and Incentive Package dated November 10, 2006, Employee waives all rights and claims to benefits of any kind arising under the Tekelec Officer Severance Plan.

4 General Release of Claims . In consideration for the payment described in Paragraph 2 above, which Employee acknowledges is more than Employee is otherwise entitled to receive, Employee knowingly and voluntarily waives and releases all rights and claims, known and unknown, which Employee may have against Tekelec, or any of its current or former affiliates, officers, directors, shareholders, managers, employees, agents, insurers or representatives, predecessors, successors or assigns ("Releasees"), relating to any cause, matter or thing arising on or at any time before the Effective Date or in connection with Employee's departure from Tekelec, including without limitation Employee's employment relationship with Tekelec and the termination thereof, including but not limited to all rights and claims for compensation, incentives, bonuses or benefits for services rendered, any right or claim arising under the Officer Severance Plan or other severance policy or program maintained by Tekelec; any claim under the Age Discrimination in Employment Act, any claim under the Civil Rights Act of l964, the Family and Medical Leave Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Worker Adjustment and Relocation Act ("WARN"), the state laws of Texas, California, North Carolina, Massachusetts, or any other federal, state or local law or regulation, contract, or policy regulating employers, employees or the employment relationship and/or prohibiting harassment, retaliation, discrimination, wrongful discharge, emotional distress,

fraud or defamation or other personal injury and any remedy for such claims. Nothing contained in this Paragraph 4 shall affect any rights, claims or causes of action which Employee may have (a) with respect to his outstanding stock options, warrants or other stock subscription rights to purchase Tekelec Common Stock or other securities under the terms and conditions thereof; (b) as a shareholder of Tekelec; (c) to indemnification by Tekelec, to the extent required under the provisions of Tekelec's Articles of Incorporation, Tekelec's Bylaws, the California General Corporation Law, insurance or contracts, with respect to matters relating to Employee's prior service as a director, an officer, employee and agent of Tekelec; and (d) with respect to Tekelec's performance of this Agreement. Further, Employee waives specifically any and all rights or claims he has or may have under the ADEA and/or the OWBPA, the Worker Adjustment and Retraining Notification ("WARN") Act, and acknowledges that such waiver is given voluntarily in exchange for certain consideration included in the benefits being paid pursuant to this Agreement.

5. Unknown Claims . Employee understands that the release of claims set forth in Paragraph 4 above is intended to be comprehensive in scope and to cover claims that the Employee knows about and those Employee may not foresee or know about. Therefore, Employee expressly waives all rights under Section 1542 of the California Civil Code, or any similar law in the States of Texas, North Carolina, or any other jurisdiction. Section 1542 of the California Civil Code provides as follows:

• • "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

For this purpose, "creditor" refers to Employee and "debtor" refers to Tekelec and all Releasees as defined in Paragraph 4 above.

6. Covenant Not to Sue on Matters Released. Employee covenants that he will not make, assert or maintain against any person or entity that Employee has released in this Agreement, any claim, demand, action, cause of action, suit or proceeding arising out of or in connection with the matters herein released, including but not limited to any claim or right under the ADEA, the OWBPA, or any other federal or state statute or regulation. Employee represents and warrants that he has not assigned or transferred, purported to assign or transfer, and will not assign or transfer, any matter or claim herein released. Employee represents and warrants that he knows of no other person or entity which claims an interest in the matters or claims herein released. Employee agrees to, and shall at all times, indemnify and hold harmless each person and entity that Employee has released in this Agreement against any claim, demand, damage, debt, liability, account, action or cause of action, or cost or expense, including attorneys' fees, resulting or arising from any breach of the representations, warranties and covenants made

herein.

7. 401(k) Plan. Employee's vested benefits under the Tekelec 401(k) Plan will be distributed to Employee in accordance with the terms of the Plan and applicable law. Tekelec will accelerate the vesting of any contributions made by Tekelec with respect to Employee that have not vested because Employee has not attained five years of service as of the Termination Date.

8. Stock Options. Employee's rights with respect to stock options issued to Employee shall be in accordance with the applicable stock option plan pursuant to which such option(s) were granted, the stock option agreement(s) executed by Employee, and applicable securities laws.

9. Proprietary Information, Confidential Information and Trade Secrets . Employee hereby recognizes, acknowledges and agrees that Tekelec is the owner of proprietary rights in certain confidential sales and marketing information, programs, tactics, systems, methods, processes, compilations of technical and non-technical information, records and other business, financial, sales, marketing and other information and things of value. To