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                                                                   EXHIBIT 10.24


                            ENTERASYS NETWORKS, INC.

                           DEFERRAL PLAN FOR DIRECTORS


     1.   IN GENERAL. This Deferral Plan for Directors (the "Plan") is intended
to provide eligible directors of Enterasys Networks, Inc. (the "Company") an
opportunity to defer all or a portion of their director fees until retirement
from the Board of Directors (the "Board") of the Company.

     2.   DEFINITIONS. As used in the Plan, the following defined terms shall
have the meanings set forth below:

     -    "Account" means a bookkeeping or memorandum account established by the
          Administrator to reflect the Company's obligations under the Plan, as
          describe in Section 4.

     -    "Administrator" means the Chief Financial Officer of the Company or
          his/her delegates.

     -    "Applicable Interest Rate" means, for any Year, the annual rate of
          interest payable on 10-year Treasury securities as of the first day of
          such Year.

     -    "Beneficiary" means a beneficiary designated in accordance with
          Section 7.

     -    "Board" has the meaning set forth in Section 1.

     -    "Company" has the meaning set forth in Section 1 and includes any
          successor to Enterasys Networks, Inc. or its business.

     -    "Deferral Election" means an election described in Section 3 that has
          been received and accepted by the Administrator.

     -    "Effective Date" means October 9, 2001, the date on which the Plan was
          adopted by the Board.

     -    "Eligible Director" means a member of the Board who is not also an
          employee of the Company or of any of its subsidiaries.

     -    "Fee" means any retainer or meeting fee payable to an Eligible
          Director.

     -    "Interest" has the meaning set forth in Section 5.

     -    "Year" means the calendar year.

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     3.   ELECTION TO DEFER. At any time prior to the first day of a Year, an
Eligible Director may elect to defer all or a portion of his or her Fees, if
any, for such Year by making a Deferral Election. For 2001, the deadline for
making Deferral Elections shall be the October 31, 2001 and any Deferral
Election so made shall apply and be effective with respect to 2001 Fees, if any,
earned thereafter. An individual who first becomes an Eligible Director in any
Year may make a Deferral Election to the Administrator within thirty (30) days
of becoming an Eligible Director, and any Deferral Election so made shall apply
and be effective with respect to Fees, if any, earned by the Eligible Director
thereafter in such Year.

     Each election described in this Section 3 shall be in such written form as
the Administrator shall prescribe and shall specify the percentage or amount of
Fees that the Eligible Director has elected to defer and the form of payment
(from among those forms of payment described in Section 5 below) that the
Eligible Director has chosen for such deferral. The Administrator may prescribe
rules under which Deferral Elections shall continue in force from one Year to
the next unless revoked or modified prior to the beginning of the Year in
question. Each Deferral Election, as applied to any Year or portion thereof,
shall be irrevocable from and after the deadline for making such election with
respect to such Year or portion thereof.

     4.   ACCOUNTS; ADJUSTMENTS. For each Eligible Director who has elected to
participate in the Plan by deferring Fees hereunder, the Administrator shall
establish one or more Accounts to reflect the Company's obligations to the
Eligible Director in respect of such deferrals. The amount of any Fees deferred
by an Eligible Director shall be credited to his or her Account as of the day or
days such Fees would have been paid to the Eligible Director absent deferral.
Each Account maintained for an Eligible Director whose benefit under the Plan
has not been distributed in full shall also be adjusted to reflect Interest as
described at Section 5 below, and each Account shall also be reduced, as of the
date of any distribution to an Eligible Director, to reflect such distribution.

     The Accounts maintained under the Plan are bookkeeping entries only and
shall not be construed as requiring the Company to establish a trust or
otherwise to fund or set aside assets to meet its obligations hereunder. The
rights of an Eligible Director under the Plan are those of an unsecured general
creditor of the Company.

     5.   INTEREST. Each Account shall be subject to adjustment as though the
balance thereof bore interest at the Applicable Interest Rate. The notional or
hypothetical interest credits described in this Section 5 are herein referred to
as "Interest". Interest shall be credited to an Eligible Director's Account on
such periodic or other basis as the Administrator determines, but not less
frequently than annually.

     6.   DISTRIBUTIONS. Distributions under the Plan shall be made as follows:

               (a) Following termination of an Eligible Director's service on
          the Board, the Company shall pay to the Eligible Director (or, in the
          event of his or her death prior to payment in full of the benefit
          payable hereunder, to his or her Beneficiary) an amount equal to the
          balance of the Eligible Director's Accounts. Such payment shall be
          made, in accordance with the Eligible Director's choice as specified
          in his or her Deferral Election,



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          either in a single lump sum cash payment to be made as soon as
          practicable following such termination or in annual cash installments
          over a period of five (5) years, the first such installment to be paid
          as soon as practicable following such termination. If the benefit
          payable with respect to any Account is payable in installments, the
          amount of each such installment shall be determined by dividing the
          balance of the Account immediately prior to such installment by the
          number of remaining installments (including such installment). In the
          event of the Eligible Director's death prior to the complete payment
          of his or her benefit hereunder, the Administrator in its discretion
          may either continue to make distributions to the Eligible Director's
          Beneficiary in accordance with the form of payment elected by the
          Eligible Director, or, if such benefit would otherwise have been
          distributed in installments, may accelerate payment of the remainder
          of such benefit to the Eligible Director's Beneficiary.

               (b)  In the event of an unforeseen financial hardship (determined
          by the Administrator in accordance with such guidelines as the
          Administrator may prescribe), an Eligible Director may request an
          acceleration of payment under the Plan. Each such request shall be
          submitted to the Administrator in writing. The Administrator shall
          have complete discretion to authorize or deny any such acceleration of
          payment.

               (c) Upon termination of the Plan, the Administrator in its
          discretion may, but need not, accelerate payments under the Plan.

     7.   BENEFICIARIES. Each Eligible Director may designate a Beneficiary or
Beneficiaries to receive any benefits remaining to be paid to the Eligible
Director under the Plan at the time of the Eligible Director's death. Each such
designation shall be in writing in a form acceptable to the Administrator and
shall be effective when received and accepted by the Administrator. In the
absence of an effective Beneficiary designation, an Eligible Director's
Beneficiary shall be deemed to be his or her surviving spouse, if any, or, in
the absence of a surviving spouse, the Eligible Director's estate.

     8.   NONTRANSFERABILITY. Subject to Section 7 above, no interest of an
Eligible Director (or of any Beneficiary of an Eligible Director) under the Plan
may be transferred, assigned, pledged, hypothecated or otherwise disposed of in
any way.

     9.   TAXES. In the event of any tax withholdings that may be required in
respect of a distribution or accrual under the Plan, the Administrator shall
take such steps as are necessary (including withholding of payments or
reductions in Account balances) to accomplish such withholdings.

     10.  AMENDMENT AND TERMINATION. The Board may at any time terminate the
Plan and may at any time and from time to time amend the Plan in any manner;
provided, that no such amendment shall have the effect of reducing the balance
of any Account. For purposes of the preceding sentence, an amendment shall not
be treated as reducing the balance of an Account merely because it changes
prospectively the basis for crediting notional interest or other notional
investment return on the Account, even if the change results in a future decline
in the balance of such Account.


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