Amit Chawla
c/o Veraz Networks, Inc.
926 Rock Avenue
San Jose, CA 95131
This letter
sets forth the terms of the transition and separation agreement
(the “Agreement”) that Veraz Networks, Inc. (the
“Company”) is offering to you in connection with your
separation from the Company.
1. Separation . Your last day of work with the Company
and your employment termination date will be today (the
“Separation Date”). The Company and you understand and
agree that the Separation Date is intended to be a
“separation from service” as defined under Treasury
Regulation 1.409A-1(h).
2. Severance Benefits. If you allow the release
contained herein to become effective in accordance with its terms,
then, subject to your satisfaction of the other obligations set
forth in this Agreement, the Company will provide you with the
following severance benefits (the “Severance
Benefits”), subject to standard payroll deductions and
withholdings:
(a) Severance Payment. The Company will continue to pay
you your base salary of $17,500 per month (the “Base
Salary”), on the Company’s standard payroll dates for
the first six (6) months following the Separation Date.
Notwithstanding the foregoing, no payment of Base Salary pursuant
to this Section 2(a) will be paid prior to the effective date of
the release set forth in Section 14 below (the “Release
Effective Date”). On the first regular payroll pay day
following the Release Effective Date, the Company will pay you the
Base Salary you would otherwise have received under this Section
2(a) on or prior to such date but for the delay in payment related
to the effectiveness of the release contained herein, with the
balance of the Base Salary being paid as originally scheduled
(except as otherwise provided in Section 2(d) below).
(b) Health Insurance. To the extent provided by the
federal COBRA law or any state law of similar effect, and by the
Company’s current group health (including dental and vision)
insurance policies, you will be eligible to continue your group
health insurance benefits following the Separation Date by electing
to continue your coverage pursuant to COBRA. You will be provided
with a separate notice describing your health insurance
continuation rights and obligations. If you make a timely and
accurate election for continued health insurance coverage pursuant
to COBRA, the Company will pay the monthly premiums, less the
amount that an active employee would pay on a monthly basis for
such coverage which amount will be your sole responsibility,
necessary to continue your health insurance coverage (as in effect
immediately prior to the Separation Date, including coverage for
yourself, your spouse and/or any other covered dependents) for up
to 6 months after your Separation Date. In no event will the
Company have any further obligation to you with respect to any
premium payments for you or your eligible dependents after such
date as you or your eligible dependents (as applicable)
become eligible
for coverage under a new employer-sponsored health insurance
program or otherwise cease to be eligible for COBRA coverage. You
agree to inform the Company within ten (10) days after the
date you or your eligible dependents become eligible for such new
employer-sponsored coverage.
(c) Acceleration of Vesting. The vesting of your
outstanding equity awards will accelerated, effective immediately
prior to the Separation Date, as to the number of shares subject to
each such award that would have vested in the ordinary course over
the six (6) months immediately following the Separation
Date.
(d) Compliance with Section 409A . It is intended
that each installment of the payments and benefits provided for in
this Section 2 is a separate “payment” for
purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For
the avoidance of doubt, it is intended that payments of the amounts
set forth in this Section 2 satisfy, to the greatest extent
possible, the exemptions from the application of Section 409A
(any state law of similar effect) provided under Treasury
Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9).
However, if the Company determines that the payments and benefits
provided under this Agreement (the “Agreement
Payments”) constitute “deferred compensation”
under Section 409A and you are, on the termination of your
service, a “specified employee” of the Company, as such
term is defined in Section 409A(a)(2)(B)(i) of the Code (a
“Specified Employee”), then, solely to the extent
necessary to avoid the incurrence of the adverse personal tax
consequences under Section 409A, the timing of the Agreement
Payments that constitute deferred compensation shall be delayed as
follows: on the earlier to occur of (i) the date that is six
months and one day after your “separation from service”
(as such term is defined in Treasury
Regulation Section 1.409A-1(h)) or (ii) the date of
your death (such earlier date, the “Delayed Initial Payment
Date”), the Company (or the successor entity thereto, as
applicable) shall (A) pay you a lump sum amount equal to the
sum of the Agreement Payments that you would otherwise have
received through the Delayed Initial Payment Date if the payment of
the Agreement Payments had not been so delayed pursuant to this
Section 2(d) and (b) commence paying the balance of the
Agreement Payments in accordance with the applicable payment
schedules set forth in this Agreement.
3. Accrued Salary And Paid Time Off . On the Separation
Date, the Company will pay you all accrued salary, and all accrued
and unused vacation/paid time off earned through the Separation
Date, less required payroll deductions and withholdings. You are
entitled to these payments regardless of whether you sign this
Agreement.
4. Other
Compensation Or Benefits. You acknowledge that, except as
expressly provided in this Agreement, you will not receive any
additional compensation, severance or benefits after the Separation
Date, other than distributions from any Company qualified
retirement savings plan in accordance with the terms of such
plan.
5. Expense Reimbursements. You agree that, within
fifteen (15) days after the Separation Date, you will submit
your final documented expense reimbursement statement reflecting
all business expenses you incurred through the Separation Date, if
any, for which you seek reimbursement. The Company will reimburse
you for these expenses pursuant to its regular business practices
but in no event later than December 31, 2008.
6. Return
Of Company Property . Not later than the Separation Date, you
will return to the Company all Company documents (and all copies
thereof) and other Company property within your possession, custody
or control, including, but not limited to, Company files, notes,
correspondence, memoranda, specifications, drawings, records,
plans, forecasts, compilations of data, operational and financial
information, research and development information, sales and
marketing information, personnel information, computer-recorded
information, tangible property, credit cards, entry cards,
identification badges, keys and any materials of any kind that
contain or embody any proprietary or confidential information of
the Company (and all reproductions thereof in whole or in part).
You agree that you will make a diligent search to locate any such
documents, property and information prior to the Separation
Date.
7. Proprietary Information Obligations. You acknowledge
your continuing obligations under your Employee Proprietary
Information and Inventions Agreement, a copy of which is attached
hereto as Exhibit A.
8. Nonsolicitation . For one (1) year immediately
following the Separation Date, you will not, without first
obtaining the prior written approval of the Company, directly or
indirectly solicit, induce, persuade or entice, or attempt to do
so, or otherwise cause, or attempt to cause, any employee or
independent contractor of the Company to terminate his or her
employment or contracting relationship in order to become an
employee, or independent contractor to or for any person or
entity.
9. Nondisparagement. You agree not to disparage the
Company, or its current or former officers, directors, employees,
stockholders or agents,
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