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                                                                    EXHIBIT 10.3

                                  April 5, 2002

Mr. Enrique P. Fiallo
c/o Enterasys Networks, Inc.
35 Industrial Way
Rochester, NH 03867

         Re:      Separation Agreement and Release

Dear Henry:

         As we have discussed, your employment with Enterasys Networks, Inc.
(the "Company") will terminate effective today April 5, 2002 (the "Separation
Date"). The purpose of this letter is to confirm the agreement between you and
the Company concerning your severance arrangements, as follows:

         1.       RESIGNATION. You have resigned, on the Separation Date, your
employment and all positions, offices and directorships held with the Company or
any of its Affiliates (as defined below) and your resignation has been accepted
by the Company on its own behalf and on behalf of its Affiliates. You agree to
sign and return any additional documentation which the Company may request to
confirm your resignation.

         2.       FINAL SALARY AND VACATION PAY AND OUTSTANDING BUSINESS
EXPENSES. You will be paid, at your current base rate, for all work you have
performed for the Company during the current payroll period, through the
Separation Date, to the extent not previously paid, as well as pay, at your
final base rate of pay, for any paid time off you had earned, but not used, as
of the Separation Date. If you have outstanding business expenses incurred prior
to the Separation Date which are eligible for reimbursement under Company
policy, they will be reimbursed, provided that you submit the required
documentation and substantiation on or before April 30, 2002.

         3.       SEVERANCE BENEFITS. In consideration of your acceptance of
this Agreement and subject to your meeting in full your obligations under it and
under the agreement between you and the Company captioned
Confidentiality/Non-Disclosure Agreement which you signed on May 27, 2001 (the
"Confidentiality Agreement"), the Company will provide you the following
severance pay and benefits:

                  (a)      The Company will pay you your salary, at your final
base rate of pay, for the period of twelve months following the Separation Date
(the "Severance Pay Period"). Payments will made in the form of salary
continuation and will begin on the next regular Company payday which is at least
five business days following the later of the effective date of this Agreement
or the date it is received by the Company. The first payment will be retroactive
to the day following the Separation Date.
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                  (b)      If you were enrolled in the Company's medical and
dental plans on the Separation Date, you may elect to continue your
participation and that of your eligible dependents in those plans for a period
of time under the federal law known as "COBRA." If you do so by signing and
returning the COBRA election form no later than the date you sign and return
this Agreement, then, until the conclusion of the Severance Pay Period or, if
earlier, until the date you become eligible for coverage under the health plan
of another employer, the Company will contribute to the premium cost of your
coverage and that of your eligible dependents under those plans the same amount
that it contributes to the premium cost of coverage of active employees and
their eligible dependents. To be eligible for these Company premium
contributions, however, you must pay the remainder of the premium cost by
payroll deduction. You agree to notify the Company immediately if you become
eligible for coverage under the health plan of another employer during the
Severance Pay Period and to repay promptly any excess contributions made by the
Company. After the Company's contributions end, you may continue coverage for
the remainder of the COBRA period, if any, by paying the full premium cost plus
a small administrative fee.

                  (c)      The loan to you in the amount of $100,000 evidenced
by a Promissory Note dated August 23, 1999, together with any interest accrued
on that loan, shall be forgiven in its entirety on the effective date of this
Agreement.

                  (d)      The Company will pay the reasonable cost of services
to you by an outplacement firm selected by the Company to which you have no
reasonable objection, such services to be provided from the effective date of
this Agreement until the earlier of date you accept full-time employment or the
expiration of one year from the Separation Date.

                  (e)      On the effective date of this Agreement, the Company
will transfer ownership to you of the IBM X21 laptop computer which it
previously provided for your business use. You agree to provide an electronic
copy of all documents related to the business of the Company and its Affiliates
on the computer and then permanently remove those documents from the computer.

         4.       WITHHOLDING. All payments made by the Company under this
Agreement shall be reduced by any tax or other amounts required to be withheld
by the Company under applicable law and all other deductions authorized by you.

         5.       ACKNOWLEDGEMENT OF FULL PAYMENT. You acknowledge and agree
that the payments to be provided in accordance with paragraph 2 of this
Agreement are in complete satisfaction of any and all compensation due to you
from the Company, whether for services provided to the Company or otherwise,
through the Separation Date and that, except as expressly provided under this
Agreement, no further compensation is owed to you. Further, it is agreed that
severance pay and other benefits to which you are entitled under Paragraph 3 of
this Agreement shall be reduced by any other payments or benefits to which you
may be entitled under applicable law as a result of termination of your
employment, including without limitation any federal, state or local law with
respect to plant closings, mass layoffs or group benefit plan
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continuation following termination or the like, but exclusive of any
unemployment benefits to which you are eligible under applicable law.

         6.       D&O INSURANCE. This will confirm that directors and officers
are included within the coverage provided under the existing Director and
Officer Insurance policies of the Company.

         7.       INDEMNIFICATION. You shall have such rights to
indemnification, including rights to payment or reimbursement of legal fees, as
are provided under the Company's charter.

         8.       STATUS OF EMPLOYEE BENEFITS, PAID TIME OFF AND STOCK OPTIONS.
Except as otherwise expressly provided in paragraph 3(b) of this Agreement, your
participation in all employee benefit plans of the Company will end as of the
Separation Date, in accordance with the terms of those plans. You will not
continue to earn paid time off after the Separation Date. Your rights and
obligations with respect to any stock options granted to you by the Company
which had vested as of the Separation Date shall be governed by the applicable
stock option plan and any agreements or other requirements applicable to those
options. All stock options which are unvested as of the Separation Date shall be
cancelled and shall terminate as of that date.

         7.       NON-COMPETITION, CONFIDENTIALITY AND NON-DISPARAGEMENT.

                  (a)      You agree that the following restriction on your
activities are necessary to protect the goodwill, Confidential Information (as
defined in the Confidentiality Agreement) and other legitimate business
interests of the Company :

                           (i)      You agree that, except with the prior
         written consent of the Board or its designee, for a period of one year
         following the Separation Date and provided that the Company fulfills
         its obligations pursuant to paragraphs 3 (a) and (b), you will not,
         directly or indirectly, compete, or undertake any planning to compete,
         with the Company or any of its Affiliates, anywhere in the world,
         whether as an owner, partner, investor, consultant, employee or
         otherwise. Specifically, but without limiting the foregoing, you agree
         not to work or provide services, in any capacity, whether as an
         employee, independent contractor or otherwise, whether with or without
         compensation, to any person or entity who is engaged in any business
         that is competitive with the business of the Company or any of its
         Affiliates for which you have provided services, as conducted or in
         active planning during your employment. It is agreed that the foregoing
         shall not prevent your passive ownership of five percent (5%) or less
         of the equity securities of any publicly traded company.

                           (ii)     You also acknowledge and agree that, were
         you to breach the provisions of the paragraph set forth immediately
         above, the harm to the Company would be irreparable. You therefore
         agree that in the event of such a breach or threatened breach the
         Company shall, in addition to any other remedies available to it, have
         the right to obtain preliminary and permanent injunctive relief against
         any such breach without having to post bond. You further agree that, in
         the event that any provision of the paragraph immediately above shall
         be
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         determined by any court of competent jurisdiction to be unenforceable
         by reason of its being extended over too great a time, too large a
         geographic area or too great a range of activities, such provision
         shall be deemed to be modified to permit its enforcement to the maximum
         extent permitted by law.

                  (b)      You agree that you will not disclose this Agreement
or any of its terms or provisions, directly or by implication, except (i) to
members of your immediate family and to your legal and tax advisors, and then
only on condition that they agree not to further disclose this Agreement or any
of its terms or provisions to others, or (ii) as required by law (in which case,
prior to such disclosure you will give the Company notice and an opportunity to
obtain a protective order against such disclosure). You also agree that, during
the Severance Pay Period and thereafter, you will not disparage or criticize the
Company or its Affiliates, their business, management or products, and that you
will not otherwise do or say anything that could reasonably be expected to harm
the business interests or reputation of the Company or its Affiliates.

         8.       RETURN OF COMPANY DOCUMENTS AND OTHER PROPERTY. In signing
this Agreement, you represent and warrant that you have returned to the Company
any and all documents, materials and information (whether in hardcopy, on
electronic media or otherwise) related to business (whether present or
otherwise) of the Company or any of its Affiliates and all keys, access cards,
credit cards, computer hardware and software, telephones and telephone-related
equipment and all other property of the Company and its Affiliates in your
possession or control, excluding the IBM X22 laptop computer to which reference
is made in paragraph 3(e) above. Further, you represent and warrant that you
have not retained any copy of any Company documents, materials or information
(whether in hardcopy, on electronic media or otherwise). You acknowledge that
you have disclosed to the Company all passwords necessary or desirable to enable
the Company to access all information which you have password-protected on any
of its computer equipment or on its computer network or system.

         9.       EMPLOYEE COOPERATION.

                  (a)      You agree that, during the Severance Pay Period, and
without additional compensation, you will provide advice and consultation to the
Company upon request with respect to your former duties and responsibilities and
otherwise support the Company's management transition and that you will be
supportive of the Company's policies and operational and sales activities.

                  (b)      You also agree, during the Severance Pay Period and
thereafter, to cooperate with the Company hereafter with respect to all matters
arising during or related to your employment, including but not limited to all
matters in connection with any governmental investigation, litigation or
regulatory or other proceeding which may have arisen or which may arise
following the signing of this Agreement. As part of the cooperation agreed to
herein, you shall provide complete and truthful information to the Companies and
their attorneys with respect to any matter arising during or related to your
employment. Specifically, you shall make yourself available to meet with the
Companies' personnel and attorneys and shall provide to the Companies and their
attorneys any and all documentary or other physical evidence pertinent to any
such matter. Finally, you shall promptly notify the Companies, within three
business days,
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of your receipt from any third party or governmental entity of a
request for testimony and/or documents, whether by legal process or otherwise,
relating to any matter arising during or relating to your employment. You will
not be entitled to additional compensation for your compliance with your
obligations hereunder, but the Company will reimburse your out-of-pocket
expenses incurred in complying with Company requests hereunder, provided such
expenses are authorized by the Company in advance.

         10.      RELEASE OF CLAIMS.

                  (a)      In exchange for the special severance pay and
benefits provided you under this Agreement, to which you would not otherwise be
entitled, on your own behalf and that of your heirs, executors, administrators,
beneficiaries, personal representatives and assigns, you agree that this
Agreement shall be in complete and final settlement of any and all causes of
action, rights or claims of every type and description, whether known or
unknown, that you have had in the past, now have, or might now have, in any way
related to, connected with or arising out of your employment or its termination
or pursuant to Title VII of the Civil Rights Act, the Americans with
Disabilities Act, the Age Discrimination in Employment Act, the fair employment
practices statutes of the state or states in which you have provided services to
the Company or any of its Affiliates or any other federal, state or local law,
regulation or other requirement and you hereby release and forever discharge the
Company and its Affiliates all of their respective past and present directors,
shareholders, officers, members, managers, partners, joint venturers, employees,
agents and representatives, their successors and assigns, and all others
connected with any of them, both individually and in their official capacities,
from any and all such causes of action, rights or claims.

                  (b)      This Agreement, including the release of claims set
forth immediately above, creates legally binding obligations and the Company
advises you to consult an attorney before signing this Agreement. In signing
this Agreement, you give the Company assurance that you have signed it
voluntarily and with a full understanding of its terms; that you have had
sufficient opportunity, before signing this Agreement, to consider its terms and
to consult with an attorney, if you wished to do so, or to consult with any
other of those persons to whom reference in made in the first sentence of
paragraph 7(b) above; and that, in signing this Agreement, you have not relied
on any promises or representations, express or implied, that are not set forth
expressly in this Agreement.

         11.      MISCELLANEOUS.

                  (a)      This Agreement constitutes the entire agreement
between you and the Company and supersedes all prior and contemporaneous
communications, agreements and understandings, whether written or oral, with
respect to your employment, its termination and all related matters, excluding
only the Confidentiality Agreement and your obligations with respect to the
securities of the Company, all of which shall remain in full force and effect in
accordance with their terms.

                  (b)      This Agreement may not be modified or amended, and no
breach shall be deemed to be waived, unless agreed to in writing by you and the
Chairman of the
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Board of the Company or his expressly authorized designee. The captions and
headings in this Agreement are for convenience only and in no way define or
describe the scope or content of any provision of this Agreement.

                  (c)      The obligation of the Company to make payments to you
or on your behalf under this Agreement is expressly conditioned upon your
continued full performance of your obligations under this Agreement and under
the Confidentiality Agreement.

         If the terms of this Agreement are acceptable to you, please sign, date
and return it to me within twenty-one days of the date you receive it. You may
revoke this Agreement at any time during the seven-day period immediately
following the date of your signing. If you do not revoke it, then, at the
expiration of that seven-day period, this letter will take effect as a
legally-binding agreement between you and the Company on the basis set forth
above. The enclosed copy of this letter, which you should also sign and date, is
for your records.

                                            Sincerely,
                                            ENTERASYS NETWORKS, INC.

                                            By:   /s/ Gerald M. Haines II
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                                                Gerald M. Haines II
                                                Executive Vice President

Accepted and agreed:

Signature:   /s/ Enrique P. Fiallo
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Date:         April 22, 2002
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