Paul Marshall Letter to Compensation Committee




 EXHIBIT 10.23 
 Paul Andrew Marshall 
 302 Enzo Drive 
 San Jose, CA 95138 
 April 29, 2008 
 The Compensation Committee of
the Board of Directors 
 Sunrise Telecom Incorporated 
 302 Enzo Drive 
 San Jose, California 95138 
  

	RE:	Sunrise Telecom Incorporated 2000 Stock Plan 


	    	Option Grant Number D365 dated 1/10/2001 covering 80,000 shares 


	    	Option Grant Number D1067 dated 6/6/2002 covering 24,000 shares 

 Dear Members of the
Committee: 
 I hereby tender to Sunrise Telecom Incorporated for cancellation the above-described options which options shall be of no further force
and effect as of this date. 
 Attached herewith are the original option agreements for cancellation. 
  

	
	Very truly yours,
	
	/s/ Paul A. Marshall
	Paul A. Marshall









 SUNRISE TELECOM INCORPORATED 
 2000 STOCK PLAN 
 NONSTATUTORY STOCK OPTION AGREEMENT 
 Sunrise Telecom Incorporated, a Delaware corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the
“Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2000 Stock Plan (the “Plan”). 
 Option Grant Number: D365 
 Date of Option Grant: 1/10/01 
 Name of Optionee: PAUL MARSHALL 
 Optionee’s Social Security Number: ###-##-####

 Number of Shares Covered by Option: 80000 
 Exercise Price per Share: $4.94

 Vesting Start Date: 1/10/01 
 Vesting Schedule: SEE ATTACHED NOTICE OF GRANT OF
STOCK OPTIONS AND OPTION AGREEMENT. 
 Subject to all the terms of the attached Agreement, your right to purchase Shares under this Option vests as to
(one-fourth (1/4)) of the total number of Shares covered by this Option, as shown above, on the one-year anniversary of the Vesting Start Date. Thereafter, the number of Shares which you may purchase under this Option shall vest at the rate
of (one-forty-eighth (1/48) per month on the 1st day of each of the (thirty-six (36) months) following the month of the one-year anniversary of the Vesting Start Date. The resulting aggregate number of vested Shares will be rounded to
the nearest whole number. No additional Shares will vest after your Service has terminated for any reason. 
 By signing this cover sheet, you
agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also enclosed 
  

			
	Optionee:	 	/s/ Paul Marshall
		 	(Signature)
		
	Company:	 	 /s/ Paul Chang

		 	PRESIDENT AND CEO









 SUNRISE TELECOM INCORPORATED 
 2000 STOCK PLAN 
 NONSTATUTORY STOCK OPTION AGREEMENT 
 Sunrise Telecom Incorporated, a Delaware corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the
“Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2000 Stock Plan (the “Plan”). 
 Option Grant Number: D1067 
 Date of Option Grant: 6/6/02 
 Name of Optionee: PAUL MARSHALL 
 Optionee’s Social Security Number: ###-##-####

 Number of Shares Covered by Option: 24000 
 Exercise Price per Share: $1.76

 Vesting Start Date: 6/6/02 
 Vesting Schedule: SEE ATTACHED NOTICE OF GRANT OF
STOCK OPTIONS AND OPTION AGREEMENT. 
 Subject to all the terms of the attached Agreement, your right to purchase Shares under this Option vests as to
(one-fourth (1/4)) of the total number of Shares covered by this Option, as shown above, on the one-year anniversary of the Vesting Start Date. Thereafter, the number of Shares which you may purchase under this Option shall vest at the rate
of (one-forty-eighth (1/48) per month on the 1st day of each of the (thirty-six (36) months) following the month of the one-year anniversary of the Vesting Start Date. The resulting aggregate number of vested Shares will be rounded to
the nearest whole number. No additional Shares will vest after your Service has terminated for any reason. 
 By signing this cover sheet, you
agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also enclosed. 
  

			
	Optionee:	 	/s/ Paul Marshall
		 	(Signature)
		
	Company:	 	 /s/ Paul Chang

		 	PRESIDENT AND CEO