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                                                                   EXHIBIT 10.13

                            ENTERASYS NETWORKS, INC.
                          EXECUTIVE SEVERANCE PAY PLAN

AMENDED AND RESTATED FEBRUARY 11, 2004

I.       PURPOSE

This Plan is intended to provide benefits to certain designated Executives of
Enterasys Networks, Inc. ("Enterasys") and the Subsidiaries, as hereafter
defined, (together with Enterasys, the "Company") who become unemployed as a
result of a Qualifying Termination, as described below.

II.      ELIGIBILITY TO PARTICIPATE

                  A.       In order to be eligible to be a participant in this
                           Plan (a "Participant"), an individual must be an
                           employee of Enterasys or one of the Subsidiaries
                           (his/her "Enterasys Employer") who is regularly
                           assigned to a worksite within the United States and
                           who is either (i) employed in a position with the
                           title of director, vice president, senior vice
                           president, executive vice president, president or
                           chief executive officer or (2) currently designated,
                           in writing, by the Board of Directors of Enterasys
                           (the "Board") or the Chief Executive Officer as a
                           "Participant" for purposes of this Plan. Under no
                           circumstances will any other individual be considered
                           a Participant.

                  B.       An employee once designated a Participant shall
                           continue to be a Participant until the earlier of (a)
                           the date (provided such date is not less than 12
                           months preceding a "Qualifying Termination" 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),
                           or (b) the date he or she ceases to be employed by
                           his/her Enterasys Employer; provided, that a
                           Participant who ceases to be employed by the Employer
                           under circumstances that would give 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 (subject to the
                           Participant's continuing compliance with the Plan).

III.     QUALIFYING EVENTS

In order for a Participant to be eligible to receive benefits under this Plan,
there must have been a Qualifying Termination with respect to such Participant.
A Qualifying Termination is a termination of the Participant's employment (the
last day of such employment is referred to herein as the "Termination Date") in
which all of the following requirements are met:

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                  A.       the Participant is on the active payroll of his/her
                           Enterasys Employer or is on an approved leave of
                           absence with guaranteed reinstatement at the time
                           employment terminates; and

                  B.       the Participant's employment is terminated other than
                           for "Cause" (as hereafter defined) by his/her
                           Enterasys Employer or the Participant's employment is
                           terminated by mutual agreement, evidenced by a
                           writing signed by the Participant and an authorized
                           representative of his/her Enterasys Employer, and, in
                           either case, the Participant is not offered other
                           employment in a position with a title and
                           compensation equivalent to or higher than that which
                           he/she held with his/her Enterasys Employer
                           immediately prior to termination of his/her
                           employment, and does not accept employment in any
                           position, with (1) Enterasys or one of the
                           Affiliates, (2) a successor of Enterasys or one of
                           the Affiliates (a "Successor"), (3) a purchaser of
                           some or all of the assets of Enterasys or any of the
                           Affiliates (a "Purchaser") or (4) an Associated
                           Employer, as hereafter defined; and

                  C.       the Participant continues employment until the
                           Termination Date designated by his/her Enterasys
                           Employer, as such date may be extended from time to
                           time by his/her Enterasys Employer, in its sole
                           discretion and, during the period from the date the
                           Participant receives notice of termination until the
                           Termination Date, the Participant does not give Cause
                           for termination; and

                  D.       the Participant executes a separation agreement and
                           release of claims in the form provided by Enterasys
                           (the "Separation Agreement and Release") within
                           forty-five (45) days of the date on which the
                           Participant receives notice of termination of his or
                           her employment or receives a copy of the Separation
                           Agreement and Release, whichever is later, and,
                           having signed the Separation Agreement and Release,
                           the Participant does not timely revoke it;

                  E.       the Participant fulfills all of his or her
                           obligations to Enterasys and the Affiliates under the
                           Separation Agreement and Release, all of his or her
                           obligations to Enterasys and the Affiliates with
                           respect to confidential information, inventions,
                           non-competition, non-disparagement, non-solicitation
                           of customers and employees and the like and such
                           other obligations as may from time to time be
                           required by Enterasys or his/her Enterasys Employer;
                           and

                  F.       for a period of one year following the Termination
                           Date, the Participant does not directly or indirectly
                           solicit for employment or hire any officer, director,
                           or employee of the Company or any of its Affiliates,
                           except that the Participant shall not be precluded
                           from hiring or engaging as an independent contractor
                           any such officer, director or employee who (i)
                           initiates discussions regarding such employment
                           without any direct or indirect solicitation by the
                           Participant, (ii) responds to a public advertisement,
                           or (iii) has been terminated by the Company or its
                           Affiliates prior to commencement of employment
                           discussions.

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IV.      EXCLUSIONS

The following are examples of events which would not be a Qualifying Termination
under this Plan. This is not an exclusive list.

                  A.       The Participant resigns, retires or otherwise
                           voluntarily leaves his or her employment with his/her
                           Enterasys Employer; or

                  B.       the Participant's employment is terminated by his/her
                           Enterasys Employer for Cause; or

                  C.       the Participant's employment ends as a result of
                           death or disability or failure to return from a leave
                           of absence; or

                  D.       the Participant is offered employment with Enterasys
                           or one of the Affiliates, a Successor, a Purchaser or
                           an Associated Employer in a position with a title
                           equivalent to or higher than that which he/she held
                           immediately prior to termination of his/her
                           employment with his/her Enterasys Employer and such
                           offer is made at or about the time the Participant's
                           employment with his/her Enterasys Employer
                           terminates; or

                  E.       the Participant accepts employment, in any position,
                           with Enterasys, one of the Affiliates, a Successor, a
                           Purchaser or an Associated Employer at or about the
                           time the Participant's employment with his/her
                           Enterasys Employer terminates; or

                  F.       the Participant elects not to execute the Separation
                           Agreement and Release or, having executed it, revokes
                           it in a timely manner thereafter.

V.       BENEFITS UNDER THE PLAN

Benefits under this Plan are as described below:

                  A.       SEVERANCE PAY

                           A Participant will be entitled to severance pay as
                           follows:

                           1. Based on his/her position at the time of a
                           Qualifying Termination (or a higher position if
                           Participant was demoted from such higher position
                           without his/her consent within the 12 month period
                           immediately preceding the Termination Date), the
                           Participant will receive (a) six months' severance
                           pay, if a director; or (b) nine months' severance
                           pay, if a vice president or senior vice president; or
                           (c) twelve months' severance pay, if an executive
                           vice president, president or chief executive officer.
                           For purposes of this Plan, one month's severance pay
                           is equal to one-twelfth of a Participant's Base
                           Salary. For purposes of this Plan, "Base Salary"
                           shall mean the Participant's base salary at the
                           annual rate in effect at the time notice of
                           termination was given to Participant (or such higher
                           base salary if Participant's salary was reduced
                           without his/her consent within the 12 month period
                           preceding the Termination Date).

                           2. In addition to the foregoing, (a) the Participant
                           will receive one months' severance pay, if the
                           Participant has at least five years, but less than
                           ten years, of

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                           service with the Company as of the Termination Date;
                           or (b) the Participant will receive three months'
                           severance pay, if the Participant has ten or more
                           years of service with the Company as of the
                           Termination Date.

                           For the purpose of this Plan, years of service means
                           the total number of consecutive completed years of
                           service with the Company from the Participant's most
                           recent date of hire through the Termination Date.

                           Benefits payable to the Participant under this
                           Section V.A. shall be reduced by all taxes and other
                           amounts which are required to be withheld under
                           applicable law (and also by such amounts needed to
                           satisfy the Participant's payment obligations under
                           Section V.B. below) and shall be payable as salary
                           continuation at his/her Enterasys Employer's regular
                           payroll periods and in accordance with its regular
                           payroll practices, commencing on the next regular
                           payday which is at least five business days following
                           the latest of the (i) effective date of the
                           Separation Agreement and Release, (ii) the date the
                           Separation Agreement and Release is received by the
                           Human Resources Department of Enterasys or (iii) the
                           date the Participant has satisfied his/her
                           obligations to return all property of the Company and
                           its Affiliates in his/her possession or control, but
                           the first payment shall be retroactive to the date
                           immediately following the Participant's Termination
                           Date. Enterasys, on its own behalf and that of the
                           Subsidiaries, reserves the right in its sole
                           discretion to provide severance pay benefits under an
                           alternative payment schedule (provided such payments
                           must be made no less frequently than on a once per
                           month basis).

                  B.       MEDICAL AND DENTAL BENEFITS

                           Provided that the Participant is eligible to continue
                           his/her participation, and that of his/her eligible
                           dependents, in the group health and dental plans of
                           his/her Enterasys Employer under the federal law
                           known as the Consolidated Omnibus Budget
                           Reconciliation Act as amended ("COBRA") and exercises
                           his or her right to do so in a timely manner, then,
                           for the period in which the Participant is receiving
                           severance pay in accordance with the terms of this
                           Plan or, if earlier, until the date the Participant
                           becomes eligible for coverage under the group health
                           plan of another employer, his/her Enterasys Employer
                           will continue to pay that share of the premium cost
                           of the participation of the Participant and his/her
                           eligible dependents under its group health and dental
                           plans that his/her Enterasys Employer pays for its
                           active employees and their eligible dependents
                           generally. In the event that Enterasys, on its own
                           behalf and that of the Subsidiaries, exercises its
                           discretion to fully pay off the severance pay
                           benefits under Section V.A., above, at an earlier
                           time, however, then the Participant, in order to be
                           eligible for contributions from his/her Enterasys
                           Employer toward the premium cost of group health and
                           dental plan participation hereunder, must agree to
                           have withheld from such earlier in time severance
                           payments an amount equal to the product of (i) the
                           amount of the monthly employee contribution to the
                           premium cost of such participation multiplied by (ii)
                           the number of months of severance

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                           pay to which the Participant is receiving under the
                           earlier in time payments. In that event, and if the
                           Participant ceases to be eligible for premium
                           contributions from his/her Enterasys Employer
                           hereunder prior to the end of the period set forth in
                           clause (ii) of this Section V.B and promptly so
                           notifies his/her Enterasys Employer, the Participant
                           will be entitled to a refund from his/her Enterasys
                           Employer of any excess employee contributions over
                           the already expended premium cost of that
                           participation.

                  C.       OUTPLACEMENT SERVICES

                           Assistance in the search for new employment will be
                           provided for Participants through the services of an
                           outplacement firm or state agency. Enterasys reserves
                           the right to make the final decision as to the nature
                           and extent of assistance to be provided and the
                           designation or selection of the outplacement firm.

VI.      TERMINATION OF PLAN BENEFITS

            Notwithstanding anything to the contrary contained in this Plan,
            benefits to which a Participant is entitled under Section V of this
            Plan shall terminate under the following circumstances:

                  A.       If the Participant accepts employment with Enterasys,
                           one of the Affiliates, a Successor, a Purchaser or an
                           Associated Employer, after qualifying for benefits
                           under this Plan, all such benefits will cease as of
                           the date the Participant commences such employment.

                  B.       In the event that the Company determines, in its sole
                           discretion, that the Participant has violated any
                           obligation to which reference is made in Section
                           III.E and/or Section III.F of this Plan, all benefits
                           under this Plan shall be immediately terminated by
                           the Company, and the Participant shall reimburse
                           Enterasys, immediately following demand by the
                           Company, for the full amount of severance pay and
                           benefits received by the Participant pursuant to
                           Section V.A and V.B of the Plan. Such termination of
                           benefits and reimbursement shall not relieve the
                           Participant of any other duties or obligations under
                           this Plan and the separation agreement and release.
                           In addition, the Company shall be entitled to any
                           other remedies available at law or equity to the
                           Company.

                  C.       If this Plan is terminated or amended in any way that
                           terminates or reduces the Participant's right to
                           receive benefits hereunder, (i) for those
                           Participants who are not then receiving benefits
                           under this Plan, such elimination or reduction in
                           benefits or rights to benefits shall only become
                           effective as of the first anniversary of the date
                           such Plan termination or amendment was originally
                           approved and (ii) for those Participants then
                           actively receiving benefits under this Plan (or
                           commencing to receive benefits within one year after
                           the approval of the Plan amendment or termination),
                           such Participant shall receive unreduced benefits to
                           which

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                           they are entitled pursuant to the terms of the Plan
                           in effect immediately prior to such amendment.

VII.     GENERAL INFORMATION CONCERNING THE PLAN

                  A.       Enterasys and the Subsidiaries pay the full cost of
                           benefits provided under this Plan from their general
                           assets.

                  B.       Notwithstanding anything to the contrary contained
                           herein, benefits to which a Participant is otherwise
                           entitled under this Plan shall be reduced (a) by the
                           amount of any benefits payable to the Participant
                           under any contract, plan or other arrangement between
                           a Participant and Enterasys or one of the
                           Subsidiaries or any of the other Affiliates or a
                           Successor, a Purchaser or an Associated Employer as a
                           result of a termination of the Participant's
                           employment or a change of control of his/her
                           Enterasys Employer or both and (b) by any other
                           payments or benefits to which the Participant is
                           entitled under applicable law as a result of
                           termination of his/her employment, including without
                           limitation any federal, state or local law with
                           respect to plant closings, mass layoffs or group
                           benefit plan continuation following termination or
                           the like, but exclusive of any unemployment benefits
                           to which the Participant is eligible under applicable
                           law.

                  C.       Benefits under the Plan are not assignable or subject
                           to alienation. Likewise, benefits are not subject to
                           attachments by creditors or through legal process
                           against Enterasys, any of the Subsidiaries or any
                           employee.

                  D.       Notwithstanding anything to the contrary contained
                           herein, any and all payments to be provided hereunder
                           to or on behalf of any Participant are subject to
                           reduction to the extent required by applicable
                           statutes, regulations, rules and directives of
                           federal, state and other governmental and regulatory
                           bodies having jurisdiction over Enterasys or any of
                           the Subsidiaries or a successor of Enterasys or any
                           of the Subsidiaries.

                  E.       This Plan does not constitute a contract of
                           employment for a specific term or otherwise alter the
                           at-will nature of the employment relationship between
                           any employee and Enterasys or any of the
                           Subsidiaries.

                  F.       Enterasys shall have the right to act for and on
                           behalf of any or all of the Subsidiaries in all
                           matters relating to the Plan.

                  G.       This Plan shall be governed by the laws of The
                           Commonwealth of Massachusetts without regard to its
                           conflicts of laws provisions or principles.

VIII.    INFORMATION ABOUT THE STATUS OF OTHER EMPLOYEE COMPENSATION
ARRANGEMENTS AND BENEFITS AT TERMINATION

                  A.       EMPLOYEE BENEFIT PLANS.

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                           Except as otherwise provided under Section V.B above,
                           a Participant's participation in his/her Enterasys
                           Employer's employee benefit plans will end as of the
                           Termination Date, in accordance with the terms of
                           those plans. Life insurance may be convertible to an
                           individual plan. For more detailed information
                           regarding benefits issues, the Participant should
                           contact the Human Resources Department of his/her
                           Enterasys Employer.

                  B.       STOCK OPTIONS.

                           Options to purchase Enterasys stock which are vested
                           on the Termination Date and which are not yet
                           exercised, cancelled, forfeited or expired must be
                           exercised in accordance with the terms of the
                           applicable stock option plan and any other applicable
                           documents, including without limitation any limits or
                           restrictions with respect to the time in which such
                           options may be exercised. Options to purchase
                           Enterasys stock which have not vested on the
                           Termination Date are cancelled without consideration
                           as of that date.

                  C.       PTO PAY, EXPENSES, STOCK PURCHASE PLAN

                           A Participant will receive pay, at his or her Base
                           Salary, for all PTO time accrued and unused as of the
                           Termination Date, as reflected on the books of
                           his/her Enterasys Employer. Payment will be made in a
                           lump sum, less taxes and other legally required
                           deductions, on the Termination Date. A Participant
                           will also be reimbursed for any unpaid, valid
                           business expenses that were approved in accordance
                           with Company policy and will be reimbursed, without
                           interest, for any payroll deductions not yet applied
                           to the purchase of stock under the Company's employee
                           stock purchase plan pursuant to the terms of such
                           plan.

                  D.       401(k) PLAN

                           401(k) Plan contributions may not be made from
                           severance pay.

                  E.       TUITION REFUND

                           Any Participant who has begun an approved course
                           prior to a Qualifying Termination will be eligible
                           for tuition reimbursement according to the
                           then-current applicable tuition reimbursement policy.

IX.      DEFINITIONS

Words or phrases, which are initially capitalized or within quotation marks
shall have the meanings provided in this Section IX and as provided elsewhere
herein. For purposes of this Plan, the following definitions apply:

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                  A.       "Affiliates" means all individuals, corporations and
                           other entities directly or indirectly controlling,
                           controlled by or under common control with Enterasys,
                           where control may be by management authority, equity
                           interest or otherwise. The Affiliates include without
                           limitation the Subsidiaries.

                  B.       An "Associated Employer" means any corporation or
                           other entity in which Enterasys or any of the
                           Affiliates has an ownership interest or with which
                           Enterasys or any of the Affiliates is a joint venture
                           or the like or which is a customer or supplier of
                           Enterasys or any of the Affiliates or with which
                           Enterasys or any of the Affiliates has a contractual
                           relationship.

                  C.       "Cause" for termination means only (i) the
                           Participant's conviction of, or a plea of nolo
                           contendere with respect to, a crime involving moral
                           turpitude or a felony or (ii) the Participant's
                           commission of any act (or acts) of willful
                           misfeasance, fraud, embezzlement or material
                           dishonesty with respect to Enterasys or any of the
                           Affiliates or (iii) the Participant's refusal to
                           perform, or gross negligence in the performance of,
                           his/her duties to Enterasys or any of the Affiliates.

                  D.       "Subsidiaries" means only those corporations (1)
                           which are incorporated within the United States and
                           (2) are wholly owned either by Enterasys or by a
                           wholly-owned subsidiary of Enterasys and (3) are
                           either listed on Exhibit A of this Plan or have been
                           expressly designated in writing by an officer of
                           Enterasys as one of the Subsidiaries for purposes of
                           this Plan.

X.       ADMINISTRATION, CLAIMS PROCEDURE AND GENERAL INFORMATION

                  A.       Enterasys reserves the right to amend, modify and
                           terminate this Plan at any time upon the approval of
                           the Board or its designee; provided, however, that no
                           action purporting to amend or terminate the Plan that
                           is approved by the Board or its designee during the
                           12 month period immediately preceding a Participant's
                           Qualifying Termination and that, if effective, would
                           adversely affect the rights hereunder of that
                           Participant, shall affect the rights of such
                           Participant without his or her express written
                           consent.

                  B.       Enterasys, as the Plan administrator within the
                           meaning of the Employee Retirement Income Security
                           Act as amended ("ERISA"), reserves full discretion to
                           administer the Plan in all of its details, subject to
                           the requirements of law. Enterasys shall have such
                           discretionary powers as are necessary to discharge
                           its duties. Any interpretation or determination that
                           Enterasys makes regarding this Plan, including
                           without limitation determinations of eligibility,
                           participation and benefits, will be final and
                           conclusive, in the absence of clear and convincing
                           evidence that Enterasys acted arbitrarily and
                           capriciously.

                  C.       If you believe you are being denied any rights under
                           the Plans, you may file a claim in writing with
                           Enterasys, as Plan administrator. If your claim is
                           denied, in whole or in part, the Plan administrator
                           will notify you in writing, giving the specific
                           reasons for the decision, including specific

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                           reference to the pertinent Plan provisions and a
                           description of any additional material or information
                           necessary to perfect your claim and an explanation of
                           why such material or information is necessary. The
                           written notice will also advise you of your right to
                           request a review of your claim and the steps that
                           need to be taken if you wish to submit your claim for
                           review. If the Plan administrator does not notify you
                           of its decision within 90 days after it had received
                           your claim (or within 180 days, if special
                           circumstances exist requiring additional time, and if
                           you had been given a written explanation for the
                           extension within the initial 90-day period), you
                           should consider your claim to have been denied. At
                           this time you may request a review of the denial of
                           your claim.

                  D.       A request for review must be made in writing by you
                           or your duly authorized representative to Enterasys,
                           as Plan administrator, within 60 days after you have
                           received the notice of denial. As part of your
                           request, you may submit written issues and comments
                           to the Plan administrator, review pertinent
                           documents, and request a hearing. The Plan
                           administrator's written decision will be made within
                           60 days (or 120 days if a hearing is held or if other
                           special circumstances exist requiring more than 60
                           days and written notice of the extension is provided
                           to you within the initial 60-day period) after your
                           request has been received. Again, the decision will
                           include specific reasons, including references to
                           pertinent Plan provisions.

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                           EXHIBIT A

                  The following are designated as Subsidiaries for purposes of
                  the Enterasys Networks, Inc. Executive Severance Pay Plan:

                  None