Exhibit 10.1


 


Sonus
Networks, Inc.


7
Technology Park Drive


Westford,
MA 01886


 


October 8,
2010


 


Mr. Raymond
P. Dolan


By
electronic delivery


 


Dear
Ray:


 


I
am pleased to provide you in this letter (the “Agreement”) with the terms and
conditions of our offer of employment by Sonus Networks, Inc. (the “Company”).


 


1.             Position.  The Company agrees to employ you as its
President and Chief Executive Officer, with the powers and duties consistent
with such position.  You will report to
the Board of Directors of the Company (the “Board”).  You will also be appointed as a member of the
Board, subject to re-election at the Company’s 2011 annual meeting of
stockholders.


 


As
a full-time employee of the Company, you will be expected to devote all of your
business time and energies to the affairs of the Company; provided, however,
that subject to Board approval you may (a) serve as a member of the board
of directors of up to two other companies, provided that neither competes with
the Company and such service does not substantially interfere with your ability
to serve as the Company’s President and Chief Executive Officer, and (b) participate
in charitable activities and serve as a member of the board of directors of any
charitable entity.


 


2.             Commencement Date/Nature of
Relationship.  Your
employment will commence no later than October 18, 2010 (the “Commencement
Date”).  Employment at the Company is “at
will” and either you or the Company may terminate the employment relationship
at any time and for any reason or no reason, subject to the provisions of Section 8
below.


 


3.             Compensation.  During your employment with the Company, you
will receive the following compensation:


 


(a)                                 Base
Compensation.  Your
initial base salary (“Base Salary”) will be at the annualized rate of $500,000,
less applicable state and federal withholdings, paid twice monthly in
accordance with the Company’s normal payroll practices.  The Company will review your Base Salary on
an annual basis and such Base Salary may be adjusted at the discretion of the Compensation
Committee of the Board (the “Compensation Committee”); provided that you may
elect to terminate your employment for Good Reason (as defined below) if the
Compensation Committee reduces your Base Salary without your consent.


 


(b)                                 Target
Bonus.  You will be eligible to
participate in the Senior Management Cash Incentive Plan (or its successor)
during each year you are employed by the Company, with a target bonus of 100%
of your then-current annual Base Salary (“Target Bonus”).  For 2010, your specific objectives will be
the same ones given to your predecessor. 
If received, your Target Bonus will be pro-rated for the number of days
in 2010 that you are employed with the Company. 
In subsequent years, specific objectives for your Target Bonus will be
agreed upon with the Compensation Committee on or about January 1 with 


 


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respect to an award for such year.  Your annual Target Bonus will be paid as soon
as practicable following the Company’s public disclosure of its financial
results for the applicable bonus year, but in no event later than April 15
of each such subsequent year.


 


(c)                                  Stock
Option Grant.  You will be
granted non-qualified options (“Options”) to purchase up to 1,000,000 shares of
the Company’s common stock, $0.001 par value per share, under the Company’s
2007 Stock Incentive Plan, as amended (the “Plan”), subject to the terms of the
Plan and the terms of the Company’s stock option agreement, which will reflect
the terms of this Agreement.  The grant
date will be the first 15th day of the month that next
follows your Commencement Date or the first business day thereafter if that day
is not a business day.  The per share
exercise price will be the per share closing price of the Company’s common
stock on the grant date.  Subject to the
provisions of this Agreement, the Options will vest and become exercisable as
follows: (i) 25% of the Options (250,000 shares) will vest on the first
anniversary of your Commencement Date and (ii) the remaining 75% of the
Options (750,000 shares) will vest in equal monthly increments of 2.0833% of
the Options thereafter (20,833 shares per month) through the fourth anniversary
of your Commencement Date.  The Options
will expire on the tenth anniversary of your Commencement Date.


 


(d)                                 Performance
Share Grant.  In addition
to the above-referenced equity grant, you will be eligible to receive the
following equity compensation upon the following terms and conditions:


 


(i)                                     You will be
granted 750,000 restricted shares of the Company’s common stock under the Plan
(the “Performance Shares”), subject to the terms and conditions of the Plan and
the Company’s restricted stock agreement, which will reflect the terms of this
Agreement.  Such Performance Shares will
be granted on the first 15th day of the month following your
Commencement Date or the first business day thereafter if that day is not a
business day (the “Performance Share Grant Date”).


 


(ii)                                  The Performance
Shares will only vest upon certain conditions:


 


(A)                               the Company
must achieve certain performance metrics between January 1, 2011 and December 31,
2011 (the “Performance Period”); and


 


(B)                               except as
provided below, you must remain employed with the Company at the end of such
Performance Period.


 


(iii)                               The Compensation
Committee, in its sole discretion, will establish the “threshold”, “target” and
“maximum” levels of achievement during the Performance Period.  If Company performance (as determined by the
Compensation Committee in its sole discretion) is determined to be:


 


(A)                               below the “threshold”
level of achievement, then no Performance Shares will vest;


 


(B)                               at the “threshold”
level of achievement, then 250,000 Performance Shares will vest, on the
schedule and subject to the terms and conditions set forth below;


 


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(C)                               at the “target”
level of achievement, then 500,000 Performance Shares will vest, on the
schedule and subject to the terms and conditions set forth below; and


 


(D)                               at the “maximum”
level of achievement, 750,000 Performance Shares will vest, on the schedule and
subject to the terms and conditions set forth below;


 


provided, however, that the
number of Performance Shares that will vest for performance between the “threshold”,
“target”, and “maximum” levels of achievement for the Performance Period will
be pro rated.


 


(iv)                              The number of
Performance Shares determined by the formula described in Section 3(d)(iii) above
(subsequently referred to as “Restricted Shares”) will then vest as follows:


 


(A)                           25% of the
Restricted Shares will vest on the date the Company reports its financial
results by which the achievement of the performance metrics can be determined;
and


 


(B)                               subject to your
continued employment with the Company on each of the following vesting dates,
25% of the Restricted Shares will vest on each of the second, third and fourth
anniversaries of your Commencement Date.


 


(v)                                 In the event
that you are granted Performance Shares or Restricted Shares that will not
vest, you will automatically forfeit (the “Forfeiture”), without any action
required on your part, all of the unvested Performance Shares (the “Forfeited
Shares”) that you received under this Agreement without the payment of
consideration by the Company and the Forfeited Shares will revert to the
Company.  Upon and after Forfeiture, the
Company will not pay any dividend to you on account of such Forfeited Shares or
permit you to exercise any of the privileges or rights of a stockholder with
respect to such Forfeited Shares, but shall, in so far as permitted by law,
treat the Company as the owner of the Forfeited Shares.


 


(vi)                              Section 83(b) Election. You may elect
under Section 83(b) of the Internal Revenue Code of 1986, as amended,
to be taxed at the time Performance Shares are granted on the Performance Share
Grant Date (a “Section 83(b) Election”).  A Section 83(b) Election must be
filed with the Internal Revenue Service within thirty (30) days of the
Performance Share Grant Date in connection with the grant of any Performance
Shares.  You are obligated to pay the
Company the amount of any federal, state, local or other taxes of any kind
required by law to be withheld with respect to the granting (if a Section 83(b) Election
is made) or vesting (if a Section 83(b) Election is not made) of the
shares.  If you do not make a Section 83(b) Election,
you will satisfy such tax withholding obligations by delivery to the Company,
on each date on which shares of common stock will vest and such number of
shares that vest on such date will have a fair market value (calculated using
the last reported sale price of the common stock of the Company on the NASDAQ
Global Select Market on the trading date immediately prior to such vesting
date) equal to the amount of the Company’s 


 


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withholding obligation; provided, however, that the
total tax withholding cannot exceed the Company’s minimum statutory withholding
obligations (based on minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to such supplemental
taxable income).  Such delivery of shares
of common stock to the Company will be deemed to happen automatically, without
any action required on your part, and the Company is hereby authorized to take
such actions as are necessary to effect such delivery of shares to the Company.


 


(e)                                  Acquisition.


 


(i)                                     In the event of
an Acquisition (as hereinafter defined):


 


(A)                               50% of all
unvested Options will vest immediately upon the date of Acquisition, and the
remaining unvested Options will continue to vest according to their terms; and


 


(B)                               if such
Acquisition occurs during the Performance Period, 500,000 Performance
Shares will vest as follows:


 


(1)                                 50% of such
shares will vest immediately upon the date of the Acquisition; and


 


(2)                                 subject to your
continued employment with the Company or a successor entity, 16.667% of such
shares will vest on each of the first, second and third anniversaries of the
date of Acquisition; but


 


(C)                               if such
Acquisition occurs after the Performance Period, 50% of the unvested
Restricted Shares will vest immediately upon the date of the Acquisition and
the remaining unvested Restricted Shares will continue to vest according to
their terms.


 


4.             Employment Eligibility.  In compliance with the Immigration Reform and
Control Act of 1986, you are required to establish your identity and employment
eligibility.  Therefore, on or before
your first day of employment, you will be required to fill out an Employment
Verification Form and present documents in accordance with such form.


 


5.             Benefits.  During your employment with the Company, you
will be entitled to the following benefits:


 


(a)                                 The Company
will reimburse you for your relocation costs incurred within twelve (12) months
of your Commencement Date, including moving expenses, temporary living and
travel expenses and any related expenses, up to $50,000.  This amount will not include ordinary
business expenses, which will be reimbursed pursuant to Company policy. 
You agree to submit receipts supporting all of your relocation expenses;


 


(b)                                 You will be
entitled to four (4) weeks of vacation per year and such calculation will
be ratable for 2010 based upon your Commencement Date.  Unused vacation may be carried over each year
during your employment or paid to you upon termination consistent with Company
policy and limitations;


 


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(c)                                  You will be
entitled to participate as an employee of the Company in all benefit plans and
fringe benefits and perquisites generally provided to employees of the Company
in accordance with Company policy, currently including group health, life and
dental insurance, 401(k) program and equity incentive plans.  The Company retains the right to change, add
or cease any particular benefit for its employees; and


 


(d)                                 The Company
will reimburse you for all reasonable travel, business development, meals,
entertainment and other expenses incurred by you in connection with the
performance of your duties and obligations on behalf of the Company.  You will comply with such limitations and
reporting requirements with respect to expenses as may be established by the
Company from time to time and will promptly provide all appropriate and
requested documentation in connection with such expenses.


 


6.           Confidentiality.  The Company considers the protection of its
confidential information, proprietary materials and goodwill to be very
important.  Therefore, as a condition of
your employment and the stock option and performance stock grants described
above, you and the Company will become parties to a Noncompetition and
Confidentiality Agreement.    Two copies
of this agreement have been sent with this Agreement.  Please sign both copies and return them to
the Company prior to your Commencement Date.


 


7.             Indemnity.  As an executive of the Company, the Company
will provide you with an Indemnity Agreement. 
Two copies of this agreement have been sent with this Agreement.  Please sign both copies and return them to
the Company prior to your Commencement Date.


 


8.             Termination and Eligibility
for Severance.  You will be
eligible to receive the termination and severance benefits set forth in this Section 8
unless your employment is terminated by the Company for Cause (as defined
below) or you resign from employment other than for Good Reason (as defined
below).


 


(a)                                 In the event
the Company terminates your employment for any reason other than Cause, your
employment terminates due to your death or Disability (as defined below), or
you terminate your employment for Good Reason, and subject to your execution of
a comprehensive release as set forth in Section 8(c) below, you (or
your estate or your successors and assigns, as the case may be) will be
eligible to receive the following severance and related post-termination
benefits:


 


(i)                                     a lump sum payment equal to
one and one half (1.5) times your then annual Base Salary payable at the time
of termination, unless the termination follows an Acquisition, in which case
you will receive two (2) times your then annual Base Salary;


 


(ii)                                  one and one half (1.5) times
your then Target Bonus payable in a lump sum at the time of termination, unless
the termination follows an Acquisition, in which case you will receive two (2) times
your then Target Bonus;


 


(iii)                               continuation of payment of
the Company’s share of medical, dental and vision insurance premiums for you
and your dependents for the eighteen (18) month period following the
termination of your employment; provided, that if immediately prior to the
termination of your employment you were required to contribute towards the cost
of premiums as a condition of receiving such insurance, you may be required to
continue contributing towards the cost of such premiums under the same terms
and conditions as applied to you and your 


 


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dependents
immediately prior to the termination of your employment in order to receive
such continued insurance coverage;


 


(iv)                              any allowable unreimbursed
expenses, any accrued but unused vacation pay, and any earned but unpaid bonus
amounts owing to you at the time of termination;


 


(v)                                 any Options that are
unvested as of the termination date and that would vest during the twenty-four
(24) months following your termination will accelerate and immediately vest and
become exercisable upon termination, in accordance with the terms of the
applicable stock option agreement; provided that if your termination under this
Section 8(a) occurs in contemplation of, upon or after an
Acquisition, then all unvested Options at that time will fully accelerate and
immediately vest on the termination date; and all Options vesting pursuant to
this Section 8(a)(v) will remain outstanding and exercisable for the
shorter of five (5) years from your termination date or the original
remaining life of the Options; and


 


(vi)                              any Restricted
Shares that are unvested as of the termination date and that would vest during
the twenty-four (24) months following your termination will accelerate and
immediately vest upon termination and such shares will be freely marketable;
provided that if your termination under this Section 8(a) occurs in
contemplation of, upon or after an Acquisition, then all unvested Restricted
Shares at that time will fully accelerate, immediately vest upon termination and
be freely marketable.


 


(b)                                 If the Company
terminates your employment for any reason other than Cause, your employment
terminates due to your death or Disability, or you terminate your employment
for Good Reason, and such termination occurs during the Performance
Period, 500,000 Performance Shares will vest as follows:


 


(i)                                     25% of such
shares will vest immediately on the termination date; and


 


(ii)                                  the remainder
of such shares shall vest as Restricted Shares pursuant to the vesting schedule
set forth in Section 8(a)(vi) above.


 


(c)                                  The Company’s
provision of the benefits described in Section 8(a) and/or Section 8(b) above
will be contingent upon your execution of a release of all claims in favor of
the Company in a form to be provided by the Company (the “Release Agreement”),
which Release Agreement must be delivered to the Company within fifty-two (52)
days following the termination of your employment.  The lump sum payment described in Section 8(a) above
will be made on the sixtieth (60th) day following the termination of your employment,
after the Company’s receipt of the executed Release Agreement and the
expiration of any revocation period described in the Release Agreement.  The Company will have no further obligation
to you in the event your employment with the Company terminates at any time,
other than those obligations specifically set forth in this Section 8.


 


(d)                                 The Company may
terminate your employment at any time with or without Cause by written notice
to you specifying the date of termination.  You may terminate your employment with or
without Good Reason by providing written notice to the Company at least thirty
(30) days prior to the date of termination, specifying the basis for your claim


 


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of Good Reason.  If you seek to terminate your employment for
Good Reason, the Company will have ten (10) days following its receipt of
written notice of termination to cure the circumstance giving rise to Good
Reason.  Upon a termination for Cause by
the Company or upon a termination without Good Reason, you will be entitled to
accrued but unpaid Base Salary and benefits through the date of termination
only.


 


(e)                                  Definitions:


 


(i)                                     An “Acquisition” as used in this Agreement
will mean any of the following: (A) any “person,” as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) (other than the Company or its affiliates), is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company (not including in
the securities beneficially owned by such person any securities acquired
directly from the Company or you) representing fifty percent (50%) or more of
the combined voting power of the Company’s then outstanding securities;
(B) in the event that the individuals who as of the date hereof constitute
the Board, and any new director whose election by the Board or nomination for
election by the Company’s stockholders was approved by a vote of at least a
majority of the Board then still in office who either were members of the Board
as of the date hereof or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority thereof;
(C) the consummation of a merger or consolidation of the Company with or
the sale of the Company to any other entity and, in connection with such
merger, consolidation or sale, individuals who constitute the Board immediately
prior to the time any agreement to effect such merger or consolidation is
entered into fail for any reason to constitute at least a majority of the board
of directors of the surviving/purchasing or acquiring entity following the
consummation of such merger, consolidation or sale; (D) the stockholders
of the Company approve a plan of complete liquidation of the Company; or
(E) the consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets to an entity not controlled by the
Company.


 


(ii)                                  “Cause” as used in this Agreement means the occurrence of any
of the following: (A) gross negligence or willful misconduct by you in the
performance of your duties that is likely to have a material adverse effect on
the Company or its reputation; (B) your indictment for, formal admission
to (including a plea of guilty or non contendere to),
or conviction of (1) a felony, (2) a crime of moral turpitude,
dishonesty, breach of trust or unethical business conduct, or (3) any
crime involving the Company; (C) your commission of an act of fraud or
dishonesty in the performance of your duties; (D) repeated failure by you
to perform your duties, which are reasonably and in good faith requested in
writing by the Board of Directors of the Company; (E) material breach of
this Agreement by you, which you do not cure within ten (10) days
following receipt by you of written notice of such breach; or (F) material
breach of any written agreement between you and the Company, including, without
limitation, the Noncompetition and Confidentiality Agreement, that you fail to
remedy within ten (10) days following written notice from the Company.


 


(iii)                         “Disability”
means an illness (mental or physical) or accident, which results in you being
unable to perform your duties as an employee of the Company for a 


 


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period of one hundred eighty (180) days, whether or not consecutive, in
any twelve (12) month period.


 


(iv)                        “Good Reason” means (A) a material
breach of this Agreement by the Company, which breach is not cured by the
Company within ten (10) days following receipt of written notice thereof
from you; provided, however, that the Company may only utilize its cure right
two (2) times hereunder; (B) the relocation of the Company’s
headquarters such that the distance from your residence to the Company’s
headquarters is increased by more than forty (40) miles compared to the
distance to the Company’s current headquarters in Westford, Massachusetts;
(C) a reduction in your then annual Base Salary without your approval;
(D) the assignment to you of a lower position in the organization in terms
of your title, responsibility, authority or status without your
approval; or (E) your ceasing to be a member of the Board for any
reason other than your death,  Disability, termination for Cause
hereunder, resignation as an employee or director, refusal to stand for
re-election to the Board or the failure to be elected by the stockholders after
being nominated and recommended by the Board.


 


(f)                                    Tax
Implications of Termination Payments. Subject to this
Section 8(f), any payments or benefits required to be provided under
Section 8 will be provided only upon the date of a “separation from
service” with the Company as defined under Section 409A of the U.S.
Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”),
which occurs or after the date of termination under this Section 8. The
following rules will apply with respect to distribution of the payments and
benefits, if any, to be provided to you under Section 8:


 


(i)                                     It is intended
that each installment of the payments and benefits provided under
Section 8 will be treated as a separate “payment” for purposes of
Section 409A.  Neither the Company nor you will have the right to
accelerate or defer the delivery of any such payments or benefits except to the
extent specifically permitted or required by Section 409A.


 


(ii)                                  If, as of the
date your “separation from service” with the Company, you are not a “specified
employee” (each within the meaning of Section 409A), then each installment
of the payments and benefits will be made on the dates and terms set forth in
Section 8.


 


(iii)                               If, as of the
date of your “separation from service” with the Company, you are a “specified
employee” (each, for purposes of this Agreement, within the meaning of
Section 409A), then:


 


(A)                              Each
installment of the payments and benefits due under Section 8 that, in
accordance with the dates and terms set forth herein, will in all circumstances,
regardless of when the separation from service occurs, be paid within the
short-term deferral period (as defined for the purposes of Section 409A)
will be treated as a short-term deferral within the meaning of Treasury
Regulation Section 1.409A-1(b)(4) to the maximum extent permissible
under Section 409A; and


 


(B)                                Each
installment of the payments and benefits due under Section 8 that is not
paid within the short-term deferral period or otherwise cannot be 


 


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treated as a short-term
deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) and
that would, absent this subsection, be paid within the six-month period
following your “separation from service” with the Company will not be paid
until the date that is six months and one day after such separation from
service (or, if earlier, your death), with any such installments that are
required to be delayed being accumulated during the six-month period and paid
in a lump sum on the date that is six months and one day following your
separation from service and any subsequent installments, if any, being paid in
accordance with the dates and terms set forth herein; provided, however, that
the preceding provisions of this sentence will not apply to any installment of
payments if and to the maximum extent that that such installment is deemed to
be paid under a separation pay plan that does not provide for a deferral of
compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating
to separation pay upon an involuntary separation from service).  Any
installments that qualify for the exception under Treasury Regulation
Section 1.409A-1(b)(9)(iii) must be paid no later than the last day
of the second taxable year  following the
taxable year in which your separation from service occurs.


 


9.             Section 409A
of the Code.   This Agreement is intended to comply with the
provisions of Section 409A and this Agreement will, to the extent
practicable, be construed in accordance therewith.  Terms used in this
Agreement will have the meanings given such terms under Section 409A if
and to the extent required in order to comply with Section 409A. 
Notwithstanding the foregoing, to the extent that this Agreement or any payment
or benefit hereunder will be deemed not to comply with Section 409A, then
neither the Company, the Board nor any of its or their respective designees or
agents will be liable to you or any other person for any actions, decisions or
determinations made in good faith.


 


10.           No
Mitigation.  The parties hereto agree that you will not be required to
mitigate damages in respect of any termination benefit or payment due under
this Agreement, nor will any such benefit or payment be offset by any future
compensation or income received by you from any other source.


 


11.           Provision of Benefits. 
Should the continuation of any benefits to be provided to you following the
termination of your employment hereunder be unavailable under the Company’s
benefit plans for any reason, the Company will pay for you to receive such
benefits under substantially similar plans from similar third party providers.


 


12.           Other Agreements.  You
represent and warrant to the Company that you are not bound by any agreement
with a previous employer or other party which you would in any way violate by
accepting employment with the Company or performing your duties as an employee
of the Company.  You further represent and warrant that, in the
performance of your duties with the Company, you will not utilize or disclose
any confidential information in breach of an agreement with a previous employer
or any other party.


 


13.             Assignment.  This
Agreement is personal in nature and neither of the parties hereto will, without
the written consent of the other, assign or otherwise transfer this Agreement
or its obligations, duties and rights under this Agreement; provided, however,
that in the event of the merger, consolidation, transfer or sale of all or
substantially all of the assets of the Company, this Agreement will, subject to
the provisions hereof, be binding upon and inure to the benefit of such
successor and such successor will discharge and perform all of the promises,
covenants, duties and obligations of the Company hereunder.


 


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14.           General.


 


(a)                                  Entire
Agreement; Modification. This Agreement contains the entire agreement
of the parties relating to the subject matter hereof, and the parties hereto
have made no agreements, representations or warranties relating to the subject
matter of this Agreement that are not set forth otherwise herein.  This
Agreement supersedes any and all prior agreements, written or oral, between you
and the Company.  No modification of this Agreement will be valid unless
made in writing and signed by the parties hereto.


 


(b)                                 Severable
Provisions.  This provisions of this Agreement are
severable and if any one or more provisions may be determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions of this
Agreement will nevertheless be binding and enforceable.  Notwithstanding
the foregoing, if there are any conflicts between the terms of this Agreement
and the terms of any Plan document referred to in this Agreement, then the
terms of this Agreement will govern and control.  Except as modified
hereby, this Agreement will remain unmodified and in full force and effect.


 


(c)                                  Governing
Law.  This Agreement will be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts, without regard
to the conflict of laws provisions hereof.


 


(d)                                 Arbitration.


 


(i)                                      Any
controversy, dispute or claim arising out of or relating to this Agreement or
the breach hereof which cannot be settled by mutual agreement will be finally
settled by binding arbitration in Boston, Massachusetts, under the jurisdiction
of the American Arbitration Association, before a single arbitrator appointed
in accordance with the arbitration rules of the American Arbitration
Association, modified only as herein expressly provided.  The arbitrator
may enter a default decision against any party who fails to participate in the
arbitration proceedings.


 


(ii)                                   The decision of
the arbitrator on the points in dispute will be final, non-appealable and
binding, and judgment on the award may be entered in any court having
jurisdiction thereof.


 


(iii)                                Except as otherwise provided in this Agreement, all the fees and expenses
of the arbitrator will be borne by the Company, and each party will bear the
fees and expenses of its own attorney.


 


(iv)                              The parties agree that this
Section 14(d) has been included to rapidly and inexpensively resolve
any disputes between them with respect to this Agreement, and that this
Section 14(d) will be grounds for dismissal of any court action commenced
by either party with respect to this Agreement, other than post-arbitration
actions seeking to enforce an arbitration award or actions seeking an
injunction or temporary restraining order. 
In the event that any court determines that this arbitration procedure is
not binding, or otherwise allows any litigation regarding a dispute, claim, or
controversy covered by this Agreement to proceed, the parties hereto hereby
waive any and all right to a trial by jury in or with respect to such
litigation.


 


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(v)                            The parties will keep confidential, and will not disclose to any person,
except as may be required by law, the existence of any controversy hereunder,
the referral of any such controversy to arbitration or the status or resolution
thereof.


 


(e)                                  Notices.  All
notices will be in writing and will be delivered personally (including by
courier), sent by facsimile transmission (with appropriate documented receipt
thereof), by overnight receipted courier service (such as UPS or Federal
Express) or sent by certified, registered or express mail, postage prepaid, to
the Company at the following address:  General Counsel, Sonus
Networks, Inc., 7 Technology Park Drive, Westford, MA 01886 (and to 4
Technology Park Drive, Westford, MA 01886 after December 15, 2010), and to
you at the address in your then-current employment records.  Any such
notice will be deemed given when so delivered personally, or if sent by
facsimile transmission, when transmitted, or, if by certified, registered or
express mail, postage prepaid mailed, forty-eight (48) hours after the date of
deposit in the mail.  Any party may, by notice given in accordance with
this paragraph to the other party, designate another address or person for
receipt of notices hereunder.


 


(f)                                    Counterparts.  This
Agreement may be executed in more than one counterpart, each of which will be
deemed to be an original, and all such counterparts together will constitute
one and the same instrument.


 


(g)                                 Survival.       All
terms of this Agreement, which by their nature extend beyond its termination,
will remain in effect until fulfilled and apply to the parties’ respective
successors and assigns.


 


(h)                                 Legal Fees.       The
Company agrees to reimburse you for your reasonable legal fees, not to exceed
$10,000, incurred in reviewing this Agreement.


 


You
may accept this offer of employment and the terms and conditions thereof by
confirming your acceptance in writing by October 15, 2010.  Please
send your countersignature to this Agreement to the Company, or via e-mail to
Jeff Snider, which execution will evidence your agreement with the terms and
conditions set forth herein.  We are enthusiastic about your joining us,
and believe that our technical and business goals will provide every opportunity
for you to achieve your personal and professional objectives.


 


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Ray, I
am looking forward to your joining the team to help us take Sonus to the next
level.


 


	
  Very
  truly yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Howard Janzen

  	
   

  	
   

  	
   

  	
   

  
	
  Howard
  Janzen

  	
   

  	
   

  
	
  Chairman

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted
  by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Raymond P. Dolan

  	
   

  	
  10/08/10

  	
   

  	
   

  
	
  Raymond
  P. Dolan

  	
   

  	
  Date

  	
   

  	
   

  



 


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