AutoCoded Document





Exhibit 10.7A




CHANGE OF CONTROL
SEVERANCE BENEFITS AGREEMENT



     THIS CHANGE OF CONTROL SEVERANCE BENEFITS
AGREEMENT (the Agreement”) is entered into this 2nd day of September,
2003 between Leigh S. Belden (“Executive”) and Verilink
Corporation, a Delaware corporation (the “Company”). This Agreement is
intended to provide Executive with the compensation and benefits described herein upon the
occurrence of specific events.



     Certain capitalized terms used in this
Agreement are defined in Article VI.



     The Company and Executive hereby agree as
follows:




ARTICLE I.
EMPLOYMENT BY THE COMPANY



     1.1
Executive is currently employed as an executive of the Company.



     1.2 The Company and Executive wish to set forth
the compensation and benefits which Executive shall be entitled to receive in the event
that there is a Change of Control and Executive’s employment with the Company
terminates following a Change of Control under the circumstances described in Article II
of this Agreement.



     1.3 The duties and obligations of the
Company to Executive under this Agreement shall be in consideration for Executive’s
past services to the Company, Executive’s continued employment with the Company and
Executive’s execution of the general waiver and release contemplated by Section 3.2.



     1.4 This Agreement shall supersede any
previous Change of Control Severance Benefits Agreement between Executive and the Company.
In the event of a Covered Termination (as defined below), Executive shall be entitled to
the benefits hereunder in lieu of the benefits set forth in the employment agreement
between Executive and the Company dated as of January 8, 2002, and such employment
agreement shall, upon a Covered Termination, be superseded hereby and of no further
effect. Notwithstanding the foregoing, nothing herein shall affect or modify the
Company’s obligations to maintain the insurance specified in Item 4 of the retirement
agreement between Executive and the Company dated as of April 9, 1999, and referred to in
item 10 of the January 8, 2002 employment agreement. Except to the extent otherwise
expressly set forth in the preceding sentence, this Agreement, including the Release
contemplated by Section 3.2 hereof, constitutes the entire agreement between Executive and
the Company and it is the complete, final, and exclusive embodiment of their agreement
with regard to the obligations of the Company to Executive following an event that would
constitute a Covered Termination. It is entered into without reliance on any promise or
representation other than those expressly contained herein. This Agreement shall not
supersede or affect any other









agreements relating to Executive’s employment or
severance, except in the event of a Covered Termination.




ARTICLE II
CHANGE OF CONTROL SEVERANCE BENEFITS



     2.1 ENTITLEMENT TO CHANGE OF CONTROL
SEVERANCE BENEFITS. If Executive’s employment terminates due to an Involuntary
Termination or a Voluntary Termination for Good Reason within twelve (12) months following
a Change of Control, the termination of employment will be a Covered Termination and the
Company shall pay Executive the compensation and benefits described in this Article II. If
Executive’s employment terminates, but not due to an Involuntary Termination or a
Voluntary Termination for Good Reason within twelve (12) months following a Change of
Control, then the termination of employment will not be a Covered Termination and
Executive will not be entitled to receive any payments or benefits under this Article II.
Payment of any benefits described in this Article II shall be subject to the restrictions
and limitations set forth in Article III.



     2.2 LUMP SUM SEVERANCE PAYMENT. Within
thirty (30) days following a Covered Termination, and subject to Section 3.2 hereof and to
any applicable withholding of federal, state or local taxes, Executive shall receive a
lump sum payment (the “Lump Sum Payment”) equal to One Hundred Percent (100%) of
the sum of (a) 2.99 times Annual Base Pay plus (b) Annual Bonus. In
the event that Executive is indebted to the Company at the time that the Lump Sum Payment
is payable, the Lump Sum Payment shall first be applied to repay such indebtedness before
any remainder of the Lump Sum Payment is paid to Executive.



     2.3 STOCK OPTIONS. The treatment of stock
options upon a Change of Control is set forth in Section 4.3 hereof.



     2.4 WELFARE BENEFITS. Following a Covered Termination,
Executive and his covered dependents will be eligible to continue their Welfare Benefit
coverage under any Welfare Benefit plan or program maintained by the Company on the same
terms and conditions (including cost to Executive) as in effect immediately prior to the
Covered Termination, for the one (1) year following the Covered Termination.



     With respect to any Welfare Benefits
provided through an insurance policy, the Company’s obligation to provide such
Welfare Benefits following a Covered Termination shall be limited by the terms of such
policy; provided that (i) the Company shall make reasonable efforts to amend such policy
to provide the continued coverage described in this Section 2.4, and (ii) if a policy
providing health benefits is not amended to provide the continued benefits described in
this Section 2.4, the Company shall pay for the cost of comparable replacement coverage
until the end of the one (1) year period following the Covered Termination.



     The Company shall reimburse Executive for
any income tax liability due as a result of the provision of Welfare Benefits under this
Article II (and as a result of any payments due under this paragraph) in order to put
Executive in the same after-tax position as if no taxable Welfare Benefits had been
provided.


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     This Section 2.4 is not intended to affect,
nor does it affect, the rights of Executive, or Executive’s covered dependents, under
any applicable law with respect to health insurance continuation coverage. However, where
necessary the benefits coverage granted in this section may be provided to Executive by
the Company through payment of COBRA premiums on behalf of the Executive.



     2.5 MITIGATION. Except as otherwise
specifically provided herein, Executive shall not be required to mitigate damages or the
amount of any payment provided under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under this Agreement be
reduced by any compensation earned by Executive as a result of employment by another
employer or by retirement benefits after the date of the Covered Termination, or
otherwise.




ARTICLE III
LIMITATIONS AND CONDITIONS ON BENEFITS



     3.1 WITHHOLDING OF TAXES. The Company shall
withhold appropriate federal, state or local income and employment taxes from any payments
hereunder.



     3.2 EMPLOYEE AGREEMENT AND RELEASE PRIOR TO
RECEIPT OF BENEFITS. Upon the occurrence of a Covered Termination, and prior to the
receipt of any benefits under this Agreement on account of the occurrence of a Covered
Termination, Executive shall, as of the date of a Covered Termination, execute a general
waiver and release in favor of the Company and related persons in the form prescribed by
the Company reflecting then current law and practice (the “Release”). Such
Release shall specifically relate to all of Executive’s rights and claims in
existence at the time of such execution and shall confirm Executive’s obligations
under the Company’s standard form of proprietary information agreement. It is
understood that Executive has twenty-one (21) days to consider whether to execute such
Release, and Executive may revoke such Release within seven (7) business days after its
execution. In the event Executive does not execute the Release within the twenty-one (21)
day period, or if Executive revokes the Release within the seven (7) business day period,
no benefits shall be payable under this Agreement and this Agreement shall be null and
void.




ARTICLE IV
OTHER RIGHTS AND BENEFITS



     4.1 NONEXCLUSIVITY. Nothing in the Agreement
shall prevent or limit Executive’s continuing or future participation in any benefit,
bonus, incentive or other plans or programs approved by the Compensation Committee of the
Company and for which Executive may otherwise qualify, nor shall anything herein limit or
otherwise affect such rights as Executive may have under any stock option or other
agreements with the Company. Except as otherwise expressly provided herein, amounts which
are vested benefits or which Executive is otherwise entitled to receive under any plan or
program approved by the Compensation Committee of the Company at or subsequent to the date
of a Covered Termination shall be payable in accordance with such plan or program.


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     4.2 PARACHUTE PAYMENTS. Notwithstanding any
other provision of this Agreement or any other agreement between the parties, if the
aggregate present value (determined as of the date of the Change of Control in accordance
with the provisions of Section 280G of the Internal Revenue Code) of both the payments and
benefits to the Executive under this Agreement and all other payments to the Executive in
the nature of compensation which are contingent on a change in ownership or effective
control of the Company or in the ownership of a substantial portion of the assets of the
Company (the “Aggregate Payments”) would result in a “parachute
payment,” as defined under Section 280G of the Internal Revenue Code, then the
Aggregate Payments shall not be greater than an amount equal to 2.99 multiplied by the
Executive’s “base amount” for the “base period,” as those terms
are defined under Section 280G of the Internal Revenue Code; provided, however, that the
full amount of the Aggregate Payments shall be paid if the after-tax amount that would be
retained by the Executive (after taking into account all federal, state and local income
taxes payable by the Executive and the amount of any excise taxes payable by the Executive
under Section 4999 of the Internal Revenue Code) if he were to receive the full amount
would have a greater value than the after-tax amount (after taking into account all
federal, state and local income taxes payable by the Executive) the Executive would
receive if the Aggregate Payments were reduced to the largest amount as would result in no
portion of the Aggregate Payments so paid being subject to any excise tax under Section
4999 of the Internal Revenue Code. In the event the Aggregate Payments are required to be
reduced pursuant to this Section 4.2, the Executive shall be entitled to determine which
portions of the Aggregate Payments are to be reduced so that the Aggregate Payments
satisfy the 2.99 limit described in the immediately preceding sentence.



     4.3 STOCK OPTIONS. With respect to options
held by the Executive as of the date hereof to acquire securities of the Company, the
Company shall take all actions necessary: (i) upon a Change of Control, to fully vest
all options held by the Executive not otherwise fully vested, and to eliminate, waive, or
relinquish the Company’s repurchase rights, for those stock options subject to a
repurchase right, (ii) to permit Executive to exercise any vested options following
his termination of service to the Company as an employee or consultant for up to three (3)
months (or such longer period as may currently apply), and (iii) to permit Executive
to exercise the options for at least the twelve (12) months following a Covered
Termination; unless such options are not assumed by the acquiror or are otherwise
terminated in accordance with the plan in connection with the Change of Control.
The Company agrees that option agreements for options granted to Executive after the date
hereof shall provide for vesting upon a Change of Control and for the exercise period
subject to the terms and conditions set forth in the first sentence of this section.
Notwithstanding the foregoing, the Company shall not amend a stock option agreement or
take any action hereunder to the extent that such amendment or action would result in a
charge to earnings for the Company, would adversely affect Executive’s financial
position or would cause Executive to be subject to liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended.


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ARTICLE V
NON-ALIENATION OF BENEFITS



     No benefit hereunder shall be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and
any attempt to so subject a benefit hereunder shall be void.




ARTICLE VI
DEFINITIONS



     For purposes of the Agreement, the following
terms shall have the meanings set forth below:



     6.1 “AGREEMENT” means this Change
of Control Severance Benefits Agreement.



     6.2 “ANNUAL BASE PAY” means the
greater of (a) $330,000, or (b) Executive’s annual base pay at the rate in effect
during the last regularly scheduled payroll period immediately preceding (i) the Change of
Control, or (ii) the Covered Termination, whichever is greater.



     6.3 “ANNUAL BONUS” means the
greater of (a) Annual Base Pay or (b) the cash or unrestricted equity incentive bonus that
the Compensation Committee determines in its discretion is payable to Executive for the
portion of the fiscal year prior to the Covered Termination; excluding the portion of cash
or unrestricted equity incentive bonus that the Compensation Committee designates as
granted in respect of a previous reduction in salary below $330,000.



     6.4 “CHANGE OF CONTROL” means the
consummation of any of the following transactions:



          (a) a merger
or consolidation of the Company, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the Company approve
a plan of liquidation or dissolution of the Company;



          (b) the sale,
lease, exchange or other transfer or disposition by the Company of all or substantially
all of the Company’s assets;



          (c) any
person, other than Leigh S. Belden or Steven C. Taylor or the Affiliates or Associates of
either of them (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or
indirectly of 25% or more of the Company’s outstanding Common Stock;


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          (d) a change
in the composition of the Board of Directors of the Company within a three (3) year
period, as a result of which fewer than a majority of the directors are Incumbent
Directors. “Incumbent Directors” shall mean directors who either:



	(i) 	 	 are
directors of the Company as of the date hereof; 







	(ii) 	 	 are
elected, or nominated for election, to the Board of Directors of the Company with the
affirmative votes of at least a majority of the directors of the Company who are
Incumbent  Directors described in (i) above at the time of such election or nomination; or 







	(iii) 	 	 are
elected, or nominated for election, to the Board of Directors of the Company with the
affirmative votes of at least a majority of the directors of the Company who are
Incumbent  Directors described in (ii) or (iii) above at the time of such election or
nomination. 







     Notwithstanding the foregoing,
“Incumbent Directors” shall not include an individual whose election or
nomination is in connection with an actual or threatened proxy contest relating to the
election of directors to the Company.



     6.5 “COMPANY” means Verilink
Corporation, a Delaware corporation, and any successor thereto.



     6.6 “COVERED TERMINATION” means an
Involuntary Termination or a Voluntary Termination for Good Reason within twelve (12)
months following a Change of Control. No other event shall be a Covered Termination for
purposes of this Agreement.



     6.7 “INVOLUNTARY TERMINATION”
means Executive’s dismissal or discharge by the Company (or, if applicable, by the
successor entity) for reasons other than fraud, misappropriation or embezzlement on the
part of Executive which resulted in material loss, damage or injury to the Company.
Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for
one of the foregoing reasons, unless and until there shall have been delivered to
Executive a copy of a resolution, duly adopted by the “Required Vote” (as
defined below) at a meeting of the Board (after reasonable notice to Executive and an
opportunity for the Executive, together with Executive’s counsel, to be heard before
the Board of Directors), finding that in the good faith opinion of the Board of Directors,
Executive was guilty of conduct set forth in the immediately preceding sentence and
specifying the particulars thereof in detail. For purposes hereof, “Required
Vote” means the number of directors indicated below based on the total number of
directors then serving on the Board of Directors:


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	Number of Directors then in Office	Vote Required
	

	6 or less	Majority of Directors then in office
	

	7	5 Directors
	

	8	6 Directors
	

	9	7 Directors
	

	10 or more	3/4 of the Directors then in office
	






     The termination of an Executive’s
employment would not be deemed to be an “Involuntary Termination” if such
termination occurs as a result of the death or disability of Executive.



     6.8 “VOLUNTARY TERMINATION FOR GOOD
REASON” means that the Executive voluntarily terminates his employment after any of
the following are undertaken without Executive’s express written consent:



          (a) the
assignment to Executive of any duties or responsibilities which result in any diminution
or adverse change of Executive’s position, status or circumstances of employment as
in effect immediately prior to a Change of Control of the Company; a change in
Executive’s titles or offices as in effect immediately prior to a Change of Control
of the Company; any removal of Executive from or any failure to reelect Executive to any
of such positions, except in connection with the termination of his employment for death,
disability, retirement, fraud, misappropriation, embezzlement or any other voluntary
termination of employment by Executive other than Voluntary Termination for Good Reason;



          (b) a
reduction by the Company in Executive’s Annual Base Pay, unless otherwise
affirmatively agreed to by Executive;



          (c) any
failure by the Company to continue in effect any benefit plan or arrangement, including
incentive plans or plans to receive securities of the Company, in which Executive is
participating at the time of a Change of Control of the Company (hereinafter referred to
as “Benefit Plans”), or the taking of any action by the Company which would
adversely affect Executive’s participation in or reduce Executive’s benefits
under any Benefit Plans or deprive Executive of any fringe benefit enjoyed by Executive at
the time of a Change of Control of the Company; provided, however, that Executive may not
terminate for Good Reason following a Change of Control of the Company if the Company
thereafter offers a range of benefit plans and programs which, taken as a whole, are
comparable to the Benefit Plans offered prior to such Change of Control;



          (d) a
relocation of Executive, or the Company’s principal executive offices if
Executive’s principal office is at such offices, to a location more than fifty (50)
miles from the location at which Executive performed Executive’s duties prior to a
Change of Control of the Company, or required travel by Executive on the Company’s
business to an extent substantially



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in excess of Executive’s business travel
obligations at the time of a Change of Control of the Company;



          (e) any breach
by the Company of any provision of this Agreement; or



          (f) any
failure by the Company to obtain the assumption of this Agreement by any successor or
assign of the Company.



     6.9 “WELFARE BENEFITS” means
benefits providing for coverage or payment in the event of Executive’s death, illness
or injury that were provided to Executive immediately before a Change of Control, whether
taxable or non-taxable and whether funded through insurance or otherwise.




ARTICLE VII
GENERAL PROVISIONS



     7.1 EMPLOYMENT STATUS. This Agreement does
not constitute a contract of employment or impose on Executive any obligation to remain as
an employee, or impose on the Company any obligation (i) to retain Executive as an
employee, (ii) to change the status of Executive as an at-will employee, or (iii) to
change the Company’s policies regarding termination of employment.



     7.2 NOTICES. Any notices provided hereunder
must be in writing and such notices or any other written communication shall be deemed
effective upon the earlier of personal delivery (including personal delivery by telex or
facsimile) or the third day after mailing by first class mail, to the Company at its
primary office location and to Executive at his address as listed in the Company’s
payroll records. Any payments made by the Company to Executive under the terms of this
Agreement shall be delivered to Executive either in person or at his address as listed in
the Company’s payroll records.



     7.3 SEVERABILITY. Whenever possible, each
provision of this Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect any other
provision or any other jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had
never been contained herein.



     7.4 WAIVER. If either party should waive any
breach of any provisions of this Agreement, he or it shall not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of this
Agreement.



     7.5 COMPLETE AGREEMENT. [Intentionally
omitted; see Section 1.4]



     7.6 AMENDMENT OR TERMINATION OF AGREEMENT.
This Agreement may be changed or terminated only upon the mutual written consent of the
Company and Executive. The written consent of the Company to a change or termination of
this Agreement must be



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signed by an executive officer of the Company after such change or
termination has been approved by the Compensation Committee of the Company’s Board of
Directors.



     7.7 COUNTERPARTS. This Agreement may be
executed in separate counterparts, any one of which need not contain signatures of more
than one party, but all of which taken together will constitute one and the same
Agreement.



     7.8 HEADINGS. The headings of the Articles
and Sections hereof are inserted for convenience only and shall not be deemed to
constitute a part hereof nor to affect the meaning thereof.



     7.9 SUCCESSORS AND ASSIGNS. This Agreement
is intended to bind and inure to the benefit of and be enforceable by Executive and the
Company, and their respective successors, assigns, heirs, executors and administrators,
except that Executive may not assign any of his duties hereunder and he may not assign any
of his rights hereunder without written consent of the Company, which consent shall not be
withheld unreasonably.



     7.10 ATTORNEY FEES. If Executive brings any
action to enforce his rights hereunder, Executive shall be entitled to recover his
reasonable attorney’s fees and costs incurred in connection with such action if
Executive prevails on the merits of the substantive issues in dispute in such proceeding.



     7.11 CHOICE OF LAW. All questions concerning
the construction, validity and interpretation of this Agreement will be governed by the
law of the State of Alabama.



     7.12 NON-PUBLICATION. The parties mutually
agree not to disclose publicly the terms of this Agreement except to the extent that
disclosure is mandated by applicable law.



     7.13 CONSTRUCTION OF PLAN. In the event of a
conflict between the text of the Agreement and any summary, description or other
information regarding the Agreement, the text of the Agreement shall control.



     IN WITNESS WHEREOF, the parties have
executed this Agreement on the day and year written above.


	VERILINK CORPORATION,	EXECUTIVE:
	a Delaware corporation
	 
	By: /s/ Howard Oringer	By: /s/ Leigh S. Belden
	Name: Howard Oringer	Name: Leigh S. Belden
	Title: Chairman of the Board of Directors	Title: President and Chief Executive Officer