Fiscal Year 2004 Profit Incentive Plan - Executive Management


 Exhibit (10)(dd) 
  
 C-COR.net Corp. 
 PROFIT INCENTIVE PLAN (PIP) 
 FISCAL YEAR 2004 
 Executive Plan 
  
 1.    Conceptual Basis of the Plan 
  
 The PIP plan is based upon the achievement of specific divisional and corporate financial goals as established on an annual basis by the Board of Directors. The plan allows eligible employees to share in the successes of the company, while
balancing the financial needs of the company to re-invest profits in future operations. There are two main aspects of the measurement of achievement of objectives: 
  
 1) Maximum payout (including fringes/taxes) will be 25% of cash flow from operations* during the measurement period. If this results in a
reduction of payout, it will be pro-rated over eligible recipients. 
  
 2)
Beginning at achievement of 100% or greater of divisional and/or corporate financial goals, employees will be eligible to receive an incentive payment. The divisional goals will be based on contribution income* and the corporate goal will be
operating profit*. The basic payment formula is as follows: 
  
 Employee’s base wages X designated % = PIP Payment 
  
 * Financial
measures will be according to GAAP accounting and will exclude one-time expenses or revenue including but not limited to the sale/recovery of Adelphia receivables. Final determination on inclusion or exclusion of expenses or revenue in determining
achievement of the financial goals will be at the sole discretion of the Board of Directors upon presentation of the relevant information by the officers of the Company. 
  
 2.    Participant Eligibility 
  
 Full-time, active employees and part-time, active employees (working a minimum of 20 hours per week/1040 hours per year) of C-COR.net Corp.,
Broadband Management Solutions, LLC, C-COR Electronics Canada, and individuals within subsidiary groups who are specifically identified as key management/ technical leadership are eligible for this program: 
  
 The following employees are not eligible: 

	-	 	Employees on Sales/Marketing Commission or Incentive Plans 


	-	 	Employees who are provided a specifically identified, alternative incentive bonus 


	-	 	Temporary Agency Employees, Independent Contractors, Co-op and Intern (part-time) Employees, Employees paid on a piece rate basis 

  
 New Hires within the Fiscal Year and / or Terminated Employees – 
  
 An employee is eligible for a PIP payment if they have worked at least one full fiscal
quarter between June 28, 2003 and June 25, 2004 and are on the payroll on the date of payment. 






 The formula for calculating a PIP payment takes into account the pro-rationing of the payment amount to reflect the
amount of time the individual was actively employed during the payment period. 
  
 Employees on Leave (Disability; Workers’ Compensation; FMLA; Military Leave) – 
  
 An employee must be a full-time or part-time active employee in order to be eligible for a payment. The individual would be eligible for a payment on a pro-rata basis for the period of time that he/she was a full-time
or part-time active employee between June 28, 2003 and June 25, 2004. 
  
 3.    Frequency and Timing of Payments 
  
 Achievement of financial metrics versus established goals will be reviewed based on the fiscal year 2004. A review will take place after the completion of the fiscal year. Following the audit (or review, in the case of interim financial
statements) of the financial statements, the Compensation Committee will recommend any applicable PIP payments to the Board of Directors for final approval. All decisions made by the Board of Directors are final and binding (see Administration
section 8 of this document). Any payment approved will be disbursed to all eligible employees as soon as practically possible following Board of Director approval. 
  
 4.    Measurement Period 
  


	 Measurement Period:
	 	June 28, 2003 to June 25, 2004

  
 5.    Financial
Measures Weighting 
  
 1) Maximum payout (including fringes/taxes) will be 25%
of cash flow from operations* during the measurement period. If this results in a reduction of payout, it will be pro-rated over eligible recipients. 
  
 2) Financial measures will be established for each division and for the corporation. 
  
 Divisional Presidents: 
  
 For each Division President, the financial measures will be a FY04 divisional contribution income* goal as well as a FY04 operating profit * goal for the
corporation. The final goal achievement will be calculated as follows: 
  
    50%  X   Divisional Contribution Income Achievement % 
 + 50% X Corporate Operating Income
Achievement % 
 = Total Goal Achievement % 






 Corporate Officers: 
  
 A FY04 operating profit* goal will be established for the corporation. The final goal achievement will be calculated as
follows: 
  
 100% X Corporate Operating Profit* Achievement % =
Total Goal Achievement % 
  
 * Financial measures will be according to GAAP
accounting and will exclude one-time expenses or revenue including but not limited to the sale or recovery of Adelphia receivables. Final determination on inclusion or exclusion of expenses or revenue in determining achievement of the financial
goals will be at the sole discretion of the Board of Directors upon presentation of the relevant information by the officers of the Company. 
  
 6.    Calculation of PIP Payment for Management 
  
 1) Maximum payout (including fringes/taxes) will be 25% of cash flow from operations* during the measurement period. If this results in a reduction of payout, it will be
pro-rated over eligible recipients. 
  
 2)    Payment
calculations for divisional and/or corporate goals will be based on Total Goal Achievement % with associated PIP payments as defined below: 
  

	 Total Goal Achievement %

	  	 PIP Payment


	 Less than 100% of Plan
	  	0% payment
	 Plan target at 100% achievement
 of goal
	  	40% of base wages earned during measurement period, except for the Chairman and CEO who would receive 60% of base wages earned during the measurement period.
	 101% to 120%
	  	 Additional 1% multiplier at 101%; additional 1% for each 1% above 101% through 120%, i.e.
 101%-101.99% = 101% X 40% of wages
 102%-102.99% = 102% X 40% of
wages
 103%-103.99% = 103% X 40% of wages...
 120% and above =
120% X 40% of wages


  
 7.    Definition of base wages 
  
 Base wages
are defined as the total base wages of an employee at the end of each measurement period, not including any special compensation such as the reimbursement of moving expenses, one-time bonuses, or the exercise of stock options. Base wages do not
include overtime, however shift differential will be included in the calculation of base wages when applicable. 






 8.    Administration 
  
 The Compensation Committee of the Board of Directors oversees the Plan. The Compensation Committee and/or its delegate(s) are responsible
for administration of the plan. 
  
 Subject to the provisions of the Plan, the
Compensation Committee and/or its delegate(s) shall have the sole authority and discretion: 
  

	 	i)	 	to construe and interpret the Plan; 

  

	 	ii)	 	to determine and recommend to the Board of Directors for approval, the amount of payments to be made under the Plan and the status and rights of any participant or beneficiary to
payments under the Plan; 

  

	 	iii)	 	to decide all questions concerning the Plan and to make all other determinations and to take all other steps necessary or advisable for the administration of the Plan.


  
 All decisions made by the Board of Directors pursuant to the
provisions of the Plan shall be final, conclusive, and binding upon all parties. The Board of Directors has complete discretion in administering and interpreting the PIP Plan and in granting or denying any payments described within the plan
regardless of the financial calculations presented. 
  
 9.    Right to Withhold Taxes 
  
 The Company
shall have the right to withhold such amounts from any payment under this Plan as it determines necessary to fulfill any federal, state, or local wage or compensation withholding requirements. 
  
 10.    Non-Transferability of Rights 
  
 A participant’s rights and interests under the Plan may not be assigned or transferred
in whole or in part either directly or by operation of law or otherwise (except in an event of the participant’s death), including, but not limited to, by way of execution, levy, garnishment, attachment, pledge, bankruptcy or in any other
manner, and no such rights or interests of any participant under the Plan shall be subject to any obligation or liability of such participant other than any obligations or liabilities owed by the Participant to the Company. 
  
 11.    No Right to Continued Employment 
  
 Neither the Plan, nor any compensation payable under the Plan, shall confer upon any
participant any right to continuance of employment by the Company or any affiliate of the Company nor shall they interfere in any way with the right of the Company or any affiliate of the Company to terminate any participant’s employment at any
time. 






 12.    No Claim Against Assets 
  
 Nothing in this Plan shall be construed as giving any participant or his or her legal representative, or designated beneficiary, any claim
against any specific assets of the Company or any affiliate or as imposing any trustee relationship upon the Company or any affiliate in respect of the participant. 
  
 The Company shall not be required to segregate any assets in order to provide for the satisfaction of the obligations hereunder. If and to
the extent that the participant or his or her legal representative or designated beneficiary acquires a right to receive any payment pursuant to this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company
or any affiliate. 
  
 13.    Company’s Books and
Records Conclusive 
  
 The Company’s books and records, and internal
accounting procedures, will be conclusive for all purposes under the Plan. 
  
 14.    Amendment or Termination 
  
 The
Company may at any time, terminate or modify or amend the Plan in any respect, at any time prior to payment for the fiscal year. The Board of Directors may consider all applicable fiscal conditions at the time of payment in making its final
determinations of payment or non-payment of PIP funds. 
  
 15.    No Other Agreements or Understandings 
  
 Except as expressly provided herein, this Plan represents the sole agreement between the Company and participants concerning its subject matter and it supersedes all prior agreements, arrangements, understandings, warranties,
representations, and statements between the parties concerning its subject matter. 
  
 16.    Governing Law 
  
 The Plan and all
actions taken pursuant thereto shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania applied without regard to conflict of law principles.