Exhibit
10.1
AMENDMENT TO SEVERANCE PAY
AGREEMENT
THIS AMENDMENT, dated as of
December 29, 2008, by and between Soapstone Networks Inc., a
Delaware corporation (the “Company”) and
(“you”).
WHEREAS, the Company and you have
entered into a Severance Pay Agreement dated as of
, 200
(the
“Agreement”);
WHEREAS, the Compensation Committee
of the Board of Directors of the Company has authorized the
amendment of such Agreement to comply with Section 409A of the
Internal Revenue Code of 1986, as amended, and treasury regulations
thereunder;
NOW, THEREFORE, in consideration of
the mutual covenants and agreements hereinafter contained and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and you agree as
follows:
1. The Agreement shall be and hereby
is amended by amending and restating the last sentence of the third
paragraph under the heading “Severance Pay” to read as
follows:
Severance pay and benefits will be
paid in a lump sum payment, subject to applicable withholding and
taxes, promptly after the later of (i) the date your signed
release of claims goes into effect and (ii) if applicable, the
Specified Employee Date.
2. The Agreement shall be and hereby
is amended by the insertion of the following after the third
paragraph under the heading “Severance Pay”:
The Company and you acknowledge and
agree that the provisions for payments and benefits or
reimbursements in this Agreement (the “ Severance
Benefits ”) may constitute a “nonqualified deferred
compensation plan” that is subject to Section 409A of
the Internal Revenue Code of 1986, as amended (“ Section
409A ”). The Company and you intend to administer the
Severance Benefits in a manner that at all times is either exempt
from or complies in form and operation with the applicable
limitations and standards of Section 409A. Therefore,
notwithstanding anything else contained herein, the following
limitations are expressly imposed with respect to the Severance
Benefits:
(a) Your entitlement to receive or
begin receiving payment of the Severance Benefits is conditioned
upon your separat
