EXHIBIT 10.23
Paul Andrew
Marshall
302 Enzo
Drive
San Jose, CA
95138
April 29,
2008
The Compensation
Committee of the Board of Directors
Sunrise Telecom
Incorporated
302 Enzo Drive
San Jose, California
95138
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RE:
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Sunrise Telecom Incorporated
2000 Stock Plan
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Option Grant Number D365 dated
1/10/2001 covering 80,000 shares
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Option Grant Number D1067
dated 6/6/2002 covering 24,000 shares
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Dear Members of
the Committee:
I hereby tender
to Sunrise Telecom Incorporated for cancellation the
above-described options which options shall be of no further force
and effect as of this date.
Attached herewith
are the original option agreements for cancellation.
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Very truly yours,
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/s/ Paul A.
Marshall
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Paul A. Marshall
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SUNRISE TELECOM
INCORPORATED
2000 STOCK
PLAN
NONSTATUTORY
STOCK OPTION AGREEMENT
Sunrise Telecom
Incorporated, a Delaware corporation (the “Company”),
hereby grants an Option to purchase shares of its common stock (the
“Shares”) to the Optionee named below. The terms and
conditions of the Option are set forth in this cover sheet, in the
attachment and in the Company’s 2000 Stock Plan (the
“Plan”).
Option Grant
Number: D365
Date of Option
Grant: 1/10/01
Name of Optionee:
PAUL MARSHALL
Optionee’s
Social Security Number: 553-33-3263
Number of Shares
Covered by Option: 80000
Exercise Price per
Share: $4.94
Vesting Start
Date: 1/10/01
Vesting Schedule:
SEE ATTACHED NOTICE OF GRANT OF STOCK OPTIONS AND OPTION
AGREEMENT.
Subject to all
the terms of the attached Agreement, your right to purchase Shares
under this Option vests as to (one-fourth (1/4)) of the
total number of Shar
