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                                                                   EXHIBIT 10.7

                            ENTERASYS NETWORKS, INC.

                    2002 Change-in-Control Severance Benefit
                             Plan for Key Employees
                      (Amended and Restated April 26, 2002)

         The 2002 Change-in-Control Severance Benefit Plan set forth herein (the
"Plan") is an amendment and restatement by Enterasys Networks, Inc. (previously
named Cabletron Systems, Inc.) (the "Company") of the Enterasys Networks, Inc.
Change-in-Control Severance Benefit Plan for Key Employees originally
established in 2000 by a subsidiary of the Company which was merged with and
into the Company on August 7, 2001. Together with other plans and programs of
the Company, the amended and restated Plan is intended to assure that the
Company and its direct and indirect subsidiaries (together with the Company, the
"Employer") will have the benefit of continuity of management in the event of
any actual or threatened change in control.

         1.       Eligibility. The Board of Directors of the Company (the
"Board") or its designee shall from time to time designate participants in the
Plan ("Participants") from among the Employer's key employees. An employee once
designated a Participant shall continue to be a Participant (subject to
satisfaction of the requirements set forth in Section 2 below) until the earlier
of (a) the date (not later than the 180th day preceding a "Change in Control,"
as hereinafter defined) on which the Board determines that he or she is no
longer eligible to participate in the Plan (as evidenced by written notice
thereof), and (b) the date he or she ceases to be employed by the Employer;
provided, that a Participant who ceases to be employed by the Employer under
circumstances giving rise to benefits under the Plan shall continue to be
treated as a Participant with respect to such benefits until they have been paid
or provided in full.

         2.       Agreement of Participants. As a precondition to participation
in the Plan, each individual who is designated a Participant must enter into a
written agreement (each, a "Plan Agreement") in accordance with procedures
prescribed by and in a form acceptable to the Board. Each Plan Agreement shall
contain:

                  (a)   the Participant's binding commitment to the effect that
         once any Person other than the Company, a direct or indirect subsidiary
         of the Company, or an employee benefit plan of the Company or any such
         subsidiary begins a tender or exchange offer or a solicitation of
         proxies from the Company's security holders or takes other actions to
         effect a "Change in Control," as hereinafter defined, the Participant
         will not voluntarily terminate his or her employment with the Employer
         until such Person has abandoned or terminated such efforts to effect a
         Change in Control or until a Change in Control has occurred (for
         purposes of the Plan, a "Person" means any individual, entity or other
         person, including a group within the meaning of Sections 13(d) or
         14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act")); and
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                  (b)   such other terms, if any, as the Board may specify,
         which may (if the Board so provides) deviate from the terms generally
         set forth in the Plan.

As applied to any Participant, the term "Plan" means the terms and provisions of
the Plan set forth herein as modified by the terms and provisions of the
Participant's Plan Agreement.

         3.       Change in Control. For purposes of the Plan, a "Change in
Control" shall be deemed to have occurred upon the occurrence of any of the
events described in subsections (a), (b), (c) or (d) below:

                  (a)   Any Person acquires beneficial ownership (within the
         meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or
         more of either (i) the then outstanding shares of common stock of the
         Company (the "Outstanding Company Common Stock") or (ii) the combined
         voting power of the then outstanding voting securities of the Company
         entitled to vote generally in the election of directors (the
         "Outstanding Company Voting Securities"); provided, that for purposes
         of this subsection (a) the following acquisitions shall not constitute
         a Change in Control: (A) any acquisition directly from the Company, (B)
         any acquisition by the Company, (C) any acquisition by an employee
         benefit plan (or related trust) sponsored or maintained by the
         Employer, or (D) any Business Combination (but except as provided in
         subsection (c) of this Section 3 a Business Combination may
         nevertheless constitute a Change in Control under subsection (c)); and
         provided further, that an acquisition by a Person of 30% or more but
         less than 50% of the Outstanding Company Common Stock or of the
         combined voting power of the Outstanding Company Voting Securities
         shall not constitute a Change in Control under this subsection (a) if
         within 15 days of the Board's being advised that such ownership level
         has been reached, a majority of the "Incumbent Directors" (as
         hereinafter defined) then in office adopt a resolution approving the
         acquisition of that level of securities ownership by such Person; or

                  (b)   Individuals who, as of August 7, 2001, constituted the
         Board (the "Incumbent Directors") cease for any reason to constitute at
         least a majority of the Board; provided, that any individual who
         becomes a member of the Board subsequent to August 7, 2001 and whose
         election or nomination for election was approved by a vote of at least
         two-thirds of the Incumbent Directors shall be treated as an Incumbent
         Director unless he or she assumed office as a result of an actual or
         threatened election contest with respect to the election or removal of
         directors; or

                  (c)   There is consummated a reorganization, merger or
         consolidation involving the Company, or a sale or other disposition of
         all or substantially all of the assets of the Company (a "Business
         Combination"), in each case unless, following such Business
         Combination, (i) the Persons who were the beneficial owners,
         respectively, of the Outstanding Company Common Stock and of the
         combined voting power of the Outstanding Company Voting Securities
         immediately prior to the Business Combination beneficially own,
         directly or indirectly, more than 50% of, respectively, the then
         outstanding shares of common stock and the combined voting power of the
         then outstanding voting securities entitled to vote generally in the
         election of directors, as the case may be, of the entity resulting from
         such Business Combination in substantially the

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          same proportions as their ownership immediately prior to such Business
          Combination of the Outstanding Company Common Stock and of the
          combined voting power of the Outstanding Company Voting Securities, as
          the case may be, (ii) no Person (excluding any entity resulting from
          such Business Combination or any employee benefit plan (or related
          trust) of the Employer or of such corporation resulting from such
          Business Combination) beneficially owns, directly or indirectly, 30%
          or more of, respectively, the then outstanding shares of common stock
          of the corporation resulting from such Business Combination or the
          combined voting power of the then outstanding voting securities of
          such corporation entitled to vote generally in the election of
          directors, except to the extent that such ownership existed prior to
          the Business Combination and (iii) at least a majority of the members
          of the Board resulting from such Business Combination were Incumbent
          Directors at the time of the execution of the initial agreement, or of
          the action of the Board, providing for such Business Combination; or

                  (d)   The stockholders of the Company approve a complete
         liquidation or dissolution of the Company.

         4.       Severance Benefit. If, during the period of eighteen (18)
months following a Change in Control, either the employment of a Participant is
terminated by the Employer for any reason other than for "Cause" (as defined in
Section 5 below), or the Participant terminates his or her employment with the
Employer for "Good Reason" (as defined in Section 6 below) (in either case, a
"Qualifying Termination"):

                  (a)   The Company shall pay to the Participant in cash, within
         five (5) days of the date of termination, the sum of (i) all salary
         earned by the Participant as of the date of termination but not yet
         paid, (ii) the Participant's accrued vacation earned through the date
         of termination, and (iii) an amount equal to the Participant's target
         incentive bonus, if any, for the fiscal year in which termination
         occurs, multiplied times a fraction, the numerator of which is the
         number of days elapsed between the beginning of such year and the date
         of termination reduced by any periods (expressed in days) for which
         amounts under such incentive bonus arrangement have already been paid
         in such year and the denominator of which is 365.

                  (b)   The Company shall also pay to the Participant in cash,
         within ten (10) days of the date of termination, the sum of the
         Participant's Base Salary and Bonus. "Base Salary" for this purpose
         means the Participant's annual rate of base salary as determined
         immediately prior to the date of termination (or, if higher, his or her
         annual rate of base salary as determined immediately prior to the
         Change in Control), and "Bonus" means the highest aggregate amount of
         bonus or incentive compensation paid in cash to the Participant (or
         that would have been so paid absent deferral) by the Company for any
         one of the three most recent fiscal years ended prior to such
         termination (or, if higher, the Participant's target incentive bonus
         for the fiscal year in which the Change in Control occurs).

                  (c)   The Participant, together with his or her dependents,
         will continue for the duration of the "coverage continuation period"
         (as hereinafter defined) to be eligible to participate at the
         Employer's expense (subject to any applicable waiting periods or
         similar

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          requirements to the extent such requirements had not been satisfied
          prior to the date of termination, and subject to the payment by the
          Participant or his or her dependents of premiums, co-pays or similar
          amounts at rates not greater than those applicable immediately prior
          to the Change in Control to active employees and their dependents) in
          all medical, dental and life insurance plans or programs maintained or
          sponsored by the Employer immediately prior to the Change in Control;
          provided, that if such continued participation is impracticable, the
          Company may provide the Participant with the full value of the cost of
          such coverage paid promptly in cash. For purposes of this subsection,
          the "coverage continuation period" means the one (1) year period
          following the Participant's termination of employment; provided, that
          if the plan or program in question, or applicable law, provides for a
          longer period of coverage following termination of employment, such
          longer period shall constitute the "coverage continuation period" with
          respect to that plan or program. If the coverage continuation period
          with respect to a plan or program exceeds one (1) year following the
          Participant's termination of employment, the terms and conditions of
          coverage following the first-year anniversary of the date of the
          Participant's termination of employment shall be as set forth in the
          plan or program or as prescribed by applicable law. Notwithstanding
          the foregoing provisions of this subsection, if the Participant
          becomes reemployed by another employer and is eligible (together with
          his or her dependents) for medical, dental or life insurance coverage
          that is substantially equivalent (as to extent of coverage and as to
          employee cost) to the coverage of the same type that he or she (and
          his or her dependents) were entitled to receive under this subsection,
          the Employer's obligation to the Participant and his or her dependents
          under this subsection shall cease with respect to that type of
          coverage.

                  (d)   Each Company stock option or other stock-based award
         (other than an award under the Company's Employee Stock Purchase
         Program) (a "stock-based award") held by the Participant immediately
         prior to the termination of employment (an "affected award") shall be
         vested (and, in the case of an award requiring exercise, exercisable)
         (vesting and exercisability of such awards being referred to for
         purposes of this subsection (d), without distinction, as "vesting"),
         immediately prior to the termination of employment, for the "applicable
         number of shares" as hereinafter defined. In the event a Participant
         holds an affected award requiring exercise, the Company shall give the
         Participant adequate notice and opportunity to exercise any portion of
         the affected award that becomes exercisable by reason of this
         subsection. For purposes of this subsection (d), the term "applicable
         number of shares" means, in the case of any award, that number of
         shares for which the award would have been vested by the end of the
         seven (7) month period following the termination of employment had the
         Participant holding the award immediately prior to the termination of
         employment continued in service during such seven (7) month period.

Notwithstanding the provisions of this Section 4 to the contrary, if a
stock-based award is not assumed or replaced upon a Change in Control, a
Participant, whether or not he or she has experienced a Qualifying Termination,
shall be vested, effective immediately prior to the Change in Control, for that
number of shares for which the stock-based award would have been vested (without
regard to this Section 4) by the end of the seven (7) month period following the
Change in Control.

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         5.       Cause. "Cause" means, for purposes of this Plan, only: (a) the
Participant's conviction of, or a plea of nolo contendere with respect to, a
crime involving moral turpitude or a felony; (b) the Participant's refusal to
perform, or gross negligence in the performance of, his or her duties to the
Employer; or (c) an act of willful misfeasance by the Participant that is
intended to result in substantial personal enrichment of the Participant at the
expense of the Employer.

         6.       Voluntary Termination for Good Reason. For purposes of this
Plan, a Participant shall be deemed to have voluntarily terminated his or her
employment for Good Reason if he or she leaves the employ of the Employer for
any of the following reasons:

                  (a)   Any action by the Company which results in a material
         diminution in Participant's position, authority, duties or
         responsibilities immediately prior to the Change in Control, excluding
         for this purpose an isolated, insubstantial and inadvertent action not
         taken in bad faith and which is remedied by the Company promptly after
         receipt of notice thereof given by the Participant; provided, however,
         that a sale or transfer of some or all of the business of the Company
         or any of its subsidiaries or other reduction in its business or that
         of its subsidiaries, or the fact that the Company shall become a
         subsidiary of another company or the securities of the Company shall no
         longer be publicly traded, shall not constitute "Good Reason"
         hereunder; or

                  (b)   Any reduction in the Participant's rate of annual base
         salary for any fiscal year to less than the greater of 100% of the rate
         of annual base salary payable to him or her in the completed fiscal
         year immediately preceding the Change in Control or 100% of the rate at
         which annual base salary was payable to the Participant immediately
         prior to such reduction; or

                  (c)   Any failure of the Company to continue or cause to be
         continued in effect any retirement, life, medical, dental, disability,
         accidental death or travel insurance plan in which the Participant was
         participating immediately prior to the Change in Control unless the
         Company provides the Participant with a plan or plans that provide
         substantially equivalent benefits (as to extent of coverage and as to
         employee cost), or the taking of any action by the Employer that would
         adversely effect the Participant's participation in or materially
         reduce the Participant's benefits under any such plan or deprive the
         Participant of any material fringe benefit enjoyed by the Participant
         immediately prior to the Change in Control, other than an isolated,
         insubstantial and inadvertent failure not in bad faith and which is
         remedied by the Employer promptly after receipt of notice thereof given
         by the Participant; or

                  (d)   The Company requires the Participant to be based at any
         office or location that is more than 50 miles distant from the
         Participant's base office or work location immediately prior to the
         Change in Control.

                  (e)   The Company fails to comply with and satisfy Section 8
         of the Plan.

         7.       Certain Tax-Related Payments.

                  (a)   If any "payment in the nature of compensation"
         (hereinafter "Payment") as that term is used in Section 280G of the
         Internal Revenue Code of 1986, as amended (the

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         "Code"), including but not limited to payments and benefits under the
         Plan (other than payments pursuant to this Section 7) and any "Company
         CIC program" (as defined in Section 12 below), made with respect to a
         Participant is determined to be subject to the excise tax imposed by
         Section 4999 of the Code (the "Section 4999 tax"), the Company will pay
         to such Participant an additional amount in cash (the "Gross-Up
         Payment") which, after reduction for all taxes (including, but not
         limited to, the Section 4999 tax with respect to such Additional
         Amount), is sufficient to pay the Section 4999 tax and all related
         interest and penalties, if any, with respect to the Payment. All
         determinations under this Section shall be made at the Company's
         expense by a nationally recognized accounting firm selected by the
         Company.

                  (b)   If there is a determination by the Internal Revenue
         Service (the "IRS") with respect to the Participant that is
         inconsistent with a determination pursuant to Section 7(a) and that if
         sustained would result in a Section 4999 tax (or a greater Section 4999
         tax) or in interest or penalties (or increased interest or penalties)
         with respect to any such tax (an "initial IRS determination"), the
         determination under Section 7(a) shall be deemed automatically modified
         to conform to the initial IRS determination and the Company, upon
         receipt from the IRS of the initial IRS determination or of written
         notice from the Participant setting forth the initial IRS
         determination, shall promptly pay to the Participant the additional
         Gross-Up Payment required by such modification (the "Additional
         Gross-Up Payment"). The Company may elect to contest at its expense any
         initial IRS determination in respect of which the Company has made an
         Additional Gross-Up Payment, in which case such Additional Gross-Up
         Payment shall be considered an interest-free loan (the "Loan") to
         Participant until such time as the IRS' determination is withdrawn or
         modified or otherwise becomes final (a "final IRS determination"). Upon
         a final IRS determination that is no longer subject to modification or
         judicial review and that results in a Section 4999 tax and related
         interest and penalties lower than those in respect of which the
         Additional Gross-Up Payment was made, the Participant shall repay to
         the Company so much of the Loan, if any, as shall leave the Participant
         on an after-tax basis in the same position he or she would have been in
         had the initial IRS determination never been made. The Participant
         shall cooperate reasonably with the Company in any effort by the
         Company to contest an IRS determination under this paragraph, including
         by the making of such filings and appeals as the Company may reasonably
         require, but nothing herein shall be construed as requiring Participant
         to bear any cost or expense of such a contest or in connection
         therewith to compromise any tax item (including without limitation any
         deduction or credit) other than the Section 4999 tax and related
         interest and penalties, if any, that are the subject of the contested
         IRS determination.

         8.       Binding Effect on Successor Entity. If the Company is merged
or consolidated into or with any other entity (whether or not the Company is the
surviving entity), or if substantially all of the assets of the Company are
transferred to another entity, the provisions of the Plan will be binding upon
and inure to the benefit of the entity resulting from such merger or
consolidation or the acquirer of such assets (the "Successor Entity"). The
Company will require any such Successor Entity to assume expressly and agree to
perform the provisions of the Plan (including any Plan Agreements) in the same
manner and to the same extent that the Company would have been required to
perform if no such transaction had taken place.

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         9.       Payment Obligations Absolute. Upon a termination of employment
described in Section 4, the Company's obligations to pay the severance benefits
described in Sections 4 and 7 shall be absolute and unconditional and shall not
be affected by any circumstances, including, without limitation, any set-off,
counterclaim, recoupment, defense or other right which the Employer may have
against any Participant. In no event shall a Participant be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to a Participant under any of the provisions of the Plan and, except as
otherwise provided in Section 4(c), in no event shall the amount of any payment
hereunder be reduced by any compensation earned by a Participant as a result of
employment by another employer.

         10.      Limited Effect. Nothing herein or in any Plan Agreement shall
be construed as giving any Participant a right of continued employment or as
limiting the Employer's right to terminate a Participant's employment, subject,
in the case of any such termination described in Section 4, to the payment of
the benefits described in Sections 4 and 7.

         11.      Amendment and Termination. The Board may amend the Plan at any
time and from time to time, and may terminate the Plan at any time; provided,
that no action purporting to amend or terminate the Plan that is approved by the
Board within the one hundred eighty (180) day period immediately preceding a
Change in Control and that, if effective, would adversely affect the rights of
any Participant hereunder, shall affect the rights of such Participant without
his or her express written consent.

         12.      No Duplication of Benefits. The benefits and rights to
benefits under this Plan are in lieu of any and all benefits (other than the
acceleration of stock options pursuant to the Company's Equity Incentive Plan
(or any predecessor or successor stock option plan)) that may become due a
Participant under any change in control plan or program of the Company (any such
plan or program, a "Company CIC program"), and each Participant, for himself or
herself and his or her heirs, beneficiaries and assigns, by signing a Plan
Agreement waives and relinquishes any right that he or she may have to any such
benefits under any Company CIC program. Notwithstanding the preceding sentence,
a Participant does not by signing a Plan Agreement waive any right or
entitlement to the acceleration of stock option awards to the extent such
acceleration may be provided under the Company's Equity Incentive Plan (or any
predecessor or successor stock option plan).

         13.      Withholding. All payments and benefits hereunder shall be
subject to reduction for applicable tax withholdings.

         14.      Indemnification. The Employer agrees to pay all costs and
expenses incurred by any Participant in connection with efforts to enforce his
or her rights under this Plan and will indemnify and hold harmless any
Participant from and against any damages, liabilities and expenses (including
without limitation reasonable fees and expenses of counsel) incurred by the
Participant in connection with any litigation or threatened litigation,
including any regulatory proceedings, arising out of the making, performance or
enforcement of this Plan.

         15.      Source of Payment. Nothing herein shall be construed as
establishing a trust or as requiring the Company to set aside funds to meet its
obligations hereunder. Notwithstanding the

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foregoing, if the Board in its discretion so determines the Company may
establish a so-called "rabbi trust" or similar arrangement to assist it in
meeting any such obligations that it may have.

         16.      Governing Law. The Plan and agreements made with Participants
hereunder shall be governed by the laws of the State of New Hampshire.

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