EXHIBIT 10.1

                                     TEKELEC
                             2001 Officer Bonus Plan

Philosophy:

The Company believes that a portion of each officer's annual compensation should
be directly  related to the Company's  financial  performance and such officer's
achievement  of certain  objectives.  The 2001  Officer  Bonus Plan ("2001 Bonus
Plan") is designed to motivate  and reward  officers  for the Company  achieving
certain  key  financial  results  as  well as  certain  business  and  strategic
objectives.  The Company  believes  that the  achievement  of these  results and
objectives is essential for the Company's  success and for the continued  growth
in shareholder value.

2001 Bonus Plan:

Each Eligible Officer (as defined below) will be eligible to receive:

(i)  a quarterly  bonus  ("Quarterly  Bonus") based on the  Company's  financial
     performance  as measured  by the degree of the  Company's  attainment  of a
     pre-set,  Board of Directors' approved,  operating income before bonus goal
     for each calendar quarter during 2001; and

(ii) an annual bonus ("Annual Bonus") based on his/her achievement of individual
     objectives  that the  Chief  Executive  Officer  (in the case of the  Chief
     Executive  Officer,  the Board of Directors)  establishes  during the first
     quarter of 2001.

The Quarterly  Bonuses and Annual Bonus payable to an Eligible Officer under the
2001 Bonus Plan will be  calculated  as a percentage  of such  officer's  actual
earnings  during a calendar  quarter or the calendar  year,  as the case may be,
excluding  certain  compensation  and payments (e.g.,  reimbursement  for moving
expenses,  bonus  payments  received  under the 2000 or 2001 Bonus  Plan,  stock
option gains, disability benefits, sign-on bonuses, and similar payments).

Eligible Officers:

Unless  additional  officers are expressly  deemed eligible under the 2001 Bonus
Plan pursuant to a subsequent,  duly adopted Board of Directors resolution, only
the following  officers  shall be eligible to participate in the 2001 Bonus Plan
(all titles are  positions  with  Tekelec  unless  otherwise  specified):  Chief
Executive Officer; Chief Operating Officer; Chief Financial Officer; Senior Vice
President and General  Manager,  NSD; Vice President and General  Manager,  NDD;
Vice President and General  Counsel;  Chief Technical  Officer;  Vice President,
Corporate  Development;   Vice  President,   Human  Resources;  Vice  President,
Operations and Quality;  Vice President and General Manager,  IEX Contact Center
Division; and Managing Director, Tekelec Limited (UK).

In order to be  eligible  to receive a Quarterly  or Annual  Bonus,  an Eligible
Officer  must be employed by Tekelec or one of its  subsidiaries  as an Eligible
Officer on the date on which such bonuses are paid,  unless such  requirement is
waived by the  Company's  Chief  Executive  Officer  in
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                                                                    EXHIBIT 10.1

the case of an Eligible  Officer other than the Chief Executive  Officer,  or by
the Board of Directors in the case of the Chief Executive Officer.

Quarterly Bonuses:

The  Company's  pro forma  operating  income  before bonus  (which  excludes the
effects  of  acquisition  -  related  amortization  and  other  merger  charges)
calculated on a consolidated  basis  ("Operating  Income before Bonus") for each
calendar quarter will be the financial measure for the Quarterly Bonuses.

The amount of bonus payable as a Quarterly Bonus to an Eligible  Officer will be
calculated  by  multiplying  (i) the product of such Eligible  Officer's  actual
earnings  for a calendar  quarter  and the  Quarterly  Bonus  Percentage  listed
opposite such  officer's  position/title  in the Bonus  Participation  Table set
forth below by (ii) the  applicable  Bonus Factor (as  determined  in accordance
with the matrix set forth in Schedule A attached hereto).

The  amount of the  Company's  quarterly  Operating  Income  before  Bonus  will
determine  the  applicable  Bonus  Factor.  As  indicated on Schedule A, minimum
quarterly  Operating  Income  before Bonus will result in a Bonus Factor of 25%;
maximum  quarterly  Operating Income before Bonus will result in a maximum Bonus
Factor of 100%. There will be a linear increase in the percentage  amount of the
Bonus Factor between the minimum quarterly Operating Income before Bonus and the
maximum quarterly Operating Income before Bonus.

The  Quarterly  Bonus  will be payable in one lump sum  (subject  to  applicable
withholding  taxes and other  applicable  deductions)  within 30 days  after the
Company's quarterly results are publicly announced.

Annual Bonus:

The percentage degree (0% to 100%) to which an Eligible Officer achieves his/her
pre-set  individual  objectives  will be the measure for the Annual  Bonus.  The
determination  of the degree to which an Eligible  Officer (other than the Chief
Executive  Officer)  achieves  his/her  objectives  will be  made  by the  Chief
Executive  Officer by January 31, 2002. The determination of the degree to which
the Chief Executive Officer achieves his objectives will be made by the Board of
Directors by February 15, 2002.

The amount of a bonus payable as an Annual Bonus to an Eligible  Officer will be
calculated by multiplying (i) the product of such officer's  actual earnings for
2001  and  the  Annual  Bonus   Percentage   listed   opposite  such   officer's
position/title  in the Bonus  Participation  Table  set forth  below by (ii) the
percentage  degree  to  which  the  Chief  Executive  Officer  or the  Board  of
Directors,  as the  case may be,  determines  that  such  Eligible  Officer  has
achieved his/her objectives for 2001.

The  Annual  Bonus  will be  payable  in one lump  sum  (subject  to  applicable
withholding taxes and other applicable  deductions)  within 30 days of the Chief
Executive Officer's or Board of Directors' determination, as the case may be.
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                                                                    EXHIBIT 10.1

Bonus Participation Levels:

For purposes of determining an Eligible  Officer's  Bonus,  the Quarterly  Bonus
Percentages and the Annual Bonus  Percentages for the Eligible Officers shall be
as follows:

                            Bonus Participation Table

                                                    Quarterly         Annual
                                                      Bonus           Bonus
         Title                                      Percentage      Percentage
         -----                                      ----------      ----------

Chief Executive Officer                                100%             25%
Chief Operating Officer                                160              40
Senior Vice President and General Manager, NSD          60              15
Chief Financial Officer                                 56              14
Vice President and General Manager, NDD                 56              14
Vice President and General Counsel                      56              14
Vice President, Corporate Development                   40              10
Vice President, Human Resources                         40              10
Vice President, Operations and Quality                  40              10
Vice President and General Manager,
IEX Contact Center Division                             40              10
Chief Technical Officer                                 32               8
Managing Director, Tekelec Limited (UK)                 20               5

Discretionary Bonuses:

Discretionary  bonuses  may also be paid under the 2001 Bonus Plan but only upon
the express approval of the Board of Directors.

                                    * * * * *
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                                                                    EXHIBIT 10.1

                                   Schedule A

2001 First Quarter                                                 Bonus Factor

Minimum Operating Income before Bonus:           $10,561                25%
                                                 -------

Maximum Operating Income before Bonus:           $15,436               100%
                                                 -------

2001 Second Quarter

Minimum Operating Income before Bonus:           $16,864                25%
                                                 -------

Maximum Operating Income before Bonus:           $21,559               100%
                                                 -------

2001 Third Quarter

Minimum Operating Income before Bonus:           $24,996                25%
                                                 -------

Maximum Operating Income before Bonus:           $29,871               100%
                                                 -------

2001 Fourth Quarter

Minimum Operating Income before Bonus:           $35,961                25%
                                                 -------

Maximum Operating Income before Bonus:           $40,836               100%
                                                 -------