exv10w1






Exhibit 10.1



October 1, 2008



Amit Chawla

c/o Veraz Networks, Inc.

926 Rock Avenue

San Jose, CA 95131



Dear Amit:


This letter sets forth the terms of the transition and separation agreement (the “Agreement”) that
Veraz Networks, Inc. (the “Company”) is offering to you in connection with your separation from the
Company.



     1. Separation. Your last day of work with the Company and your employment termination date
will be today (the “Separation Date”). The Company and you understand and agree that the
Separation Date is intended to be a “separation from service” as defined under Treasury Regulation
1.409A-1(h).



     2. Severance Benefits. If you allow the release contained herein to become effective in
accordance with its terms, then, subject to your satisfaction of the other obligations set forth in
this Agreement, the Company will provide you with the following severance benefits (the “Severance
Benefits”), subject to standard payroll deductions and withholdings:


          (a) Severance Payment. The Company will continue to pay you your base salary of $17,500 per
month (the “Base Salary”), on the Company’s standard payroll dates for the first six (6) months
following the Separation Date. Notwithstanding the foregoing, no payment of Base Salary pursuant
to this Section 2(a) will be paid prior to the effective date of the release set forth in Section
14 below (the “Release Effective Date”). On the first regular payroll pay day following the
Release Effective Date, the Company will pay you the Base Salary you would otherwise have received
under this Section 2(a) on or prior to such date but for the delay in payment related to the
effectiveness of the release contained herein, with the balance of the Base Salary being paid as
originally scheduled (except as otherwise provided in Section 2(d) below).


          (b) Health Insurance. To the extent provided by the federal COBRA law or any state law of
similar effect, and by the Company’s current group health (including dental and vision) insurance
policies, you will be eligible to continue your group health insurance benefits following the
Separation Date by electing to continue your coverage pursuant to COBRA. You will be provided with
a separate notice describing your health insurance continuation rights and obligations. If you
make a timely and accurate election for continued health insurance coverage pursuant to COBRA, the
Company will pay the monthly premiums, less the amount that an active employee would pay on a
monthly basis for such coverage which amount will be your sole responsibility, necessary to
continue your health insurance coverage (as in effect immediately prior to the Separation Date,
including coverage for yourself, your spouse and/or any other covered dependents) for up to 6
months after your Separation Date. In no event will the Company have any further obligation to you
with respect to any premium payments for you or your eligible dependents after such date as you or
your eligible dependents (as applicable)



 









 







become eligible for coverage under a new employer-sponsored health insurance program or otherwise
cease to be eligible for COBRA coverage. You agree to inform the Company within ten (10) days
after the date you or your eligible dependents become eligible for such new employer-sponsored
coverage.


          (c) Acceleration of Vesting. The vesting of your outstanding equity awards will accelerated,
effective immediately prior to the Separation Date, as to the number of shares subject to each such
award that would have vested in the ordinary course over the six (6) months immediately following
the Separation Date.


          (d) Compliance with Section 409A. It is intended that each installment of the payments and
benefits provided for in this Section 2 is a separate “payment” for purposes of Treasury Regulation
Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts
set forth in this Section 2 satisfy, to the greatest extent possible, the exemptions from the
application of Section 409A (any state law of similar effect) provided under Treasury Regulations
1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company determines that the
payments and benefits provided under this Agreement (the “Agreement Payments”) constitute “deferred
compensation” under Section 409A and you are, on the termination of your service, a “specified
employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a
“Specified Employee”), then, solely to the extent necessary to avoid the incurrence of the adverse
personal tax consequences under Section 409A, the timing of the Agreement Payments that constitute
deferred compensation shall be delayed as follows: on the earlier to occur of (i) the date that is
six months and one day after your “separation from service” (as such term is defined in Treasury
Regulation Section 1.409A-1(h)) or (ii) the date of your death (such earlier date, the “Delayed
Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay
you a lump sum amount equal to the sum of the Agreement Payments that you would otherwise have
received through the Delayed Initial Payment Date if the payment of the Agreement Payments had not
been so delayed pursuant to this Section 2(d) and (b) commence paying the balance of the Agreement
Payments in accordance with the applicable payment schedules set forth in this Agreement.



     3. Accrued Salary And Paid Time Off. On the Separation Date, the Company will pay you all
accrued salary, and all accrued and unused vacation/paid time off earned through the Separation
Date, less required payroll deductions and withholdings. You are entitled to these payments
regardless of whether you sign this Agreement.



     4. Other Compensation Or Benefits. You acknowledge that, except as expressly provided in this
Agreement, you will not receive any additional compensation, severance or benefits after the
Separation Date, other than distributions from any Company qualified retirement savings plan in
accordance with the terms of such plan.



     5. Expense Reimbursements. You agree that, within fifteen (15) days after the Separation Date,
you will submit your final documented expense reimbursement statement reflecting all business
expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The
Company will reimburse you for these expenses pursuant to its regular business practices but in no
event later than December 31, 2008.



 









 





     6. Return Of Company Property. Not later than the Separation Date, you will return to the
Company all Company documents (and all copies thereof) and other Company property within your
possession, custody or control, including, but not limited to, Company files, notes,
correspondence, memoranda, specifications, drawings, records, plans, forecasts, compilations of
data, operational and financial information, research and development information, sales and
marketing information, personnel information, computer-recorded information, tangible property,
credit cards, entry cards, identification badges, keys and any materials of any kind that contain
or embody any proprietary or confidential information of the Company (and all reproductions thereof
in whole or in part). You agree that you will make a diligent search to locate any such documents,
property and information prior to the Separation Date.



     7. Proprietary Information Obligations. You acknowledge your continuing obligations under
your Employee Proprietary Information and Inventions Agreement, a copy of which is attached hereto
as Exhibit A.



     8. Nonsolicitation. For one (1) year immediately following the Separation Date, you will not,
without first obtaining the prior written approval of the Company, directly or indirectly solicit,
induce, persuade or entice, or attempt to do so, or otherwise cause, or attempt to cause, any
employee or independent contractor of the Company to terminate his or her employment or contracting
relationship in order to become an employee, or independent contractor to or for any person or
entity.



     9. Nondisparagement. You agree not to disparage the Company, or its current or former
officers, directors, employees, stockholders or agents, in any manner likely to be harmful to its
or their business, business reputation, or personal reputation, and the Company (through its
officers and directors) agrees not to disparage you in any manner likely to be harmful to you or
your personal reputation; provided, however, that both you and the Company may respond accurately
and fully to any question, inquiry or request for information when required by legal process.



     10. No Admissions. You understand and agree that the promises and payments in consideration
of this Agreement will not be construed to be an admission of any liability or obligation by the
Company to you or to any other person, and that the Company makes no such admission.



     11. No Voluntary Adverse Action. You agree that you will not voluntarily (except in response
to legal compulsion) assist or provide information to any person in bringing or pursuing any
proposed or pending litigation, arbitration, administrative claim or other formal proceeding
against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees
or agents.



     12. Cooperation. You agree to cooperate fully with the Company in connection with its actual
or contemplated defense, prosecution, or investigation of any claims or demands by or against third
parties, or other matters arising from events, acts, or failures to act that occurred during the
period of your employment by the Company. Such cooperation includes, without limitation, making
yourself available to the Company upon reasonable notice, without subpoena,



 









 




to provide truthful and accurate information in witness interviews and deposition and trial
testimony. The Company will reimburse you for reasonable out-of-pocket expenses you incur in
connection with any such cooperation (excluding forgone wages, salary, or other compensation) and
will make reasonable efforts to accommodate your scheduling needs. You must submit reasonable
documentation of the expenses incurred within thirty (30) days after the date on which you incurred
the expense. Expenses will be reimbursed not later than the fifteenth day of the third month
following the month in which the expenses were incurred. In addition, you agree to execute all
documents (if any) necessary to carry out the terms of this Agreement.



     13. Your Release of Claims. In exchange for the payments and other consideration under this
Agreement to which you would not otherwise be entitled, you hereby generally and completely release
the Company and its current and former directors, officers, employees, stockholders, partners,
agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates,
and assigns from any and all claims, liabilities and obligations, known and unknown, that arise out
of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to
and including the date you sign this Agreement. This general release includes, but is not limited
to: (a) all claims arising out of or in any way related to your employment with the Company or the
termination of that employment; (b) all claims related to your compensation or benefits from the
Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (c)
all claims for breach of contract, wrongful termination, and breach of the implied covenant of good
faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (e) all federal, state, and local
statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or
other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans
with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967, as amended
(“ADEA”), the Equal Pay Act; the Americans With Disabilities Act; the Family Medical Leave Act; and
the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, you
are not hereby releasing the Company from any obligation it may otherwise have to indemnify you for
acts within the course and scope of your employment with the Company, pursuant to the articles and
bylaws of the Company, any fully executed written agreement with the Company, or applicable law.
Also excluded from this Agreement are any claims which cannot be waived by law. As of the date of
its execution of this Agreement, you represent that you have no actual knowledge of any facts that
would give rise to a claim or cause of action excluded from this release of claims. You agree that
you are waiving your right to any monetary recovery should any governmental agency or entity pursue
any claims on your behalf. You also acknowledge that you have received all leaves of absence and
leave benefits and protections for which you are eligible, and have not suffered any on-the-job
injury for which you have not already filed a claim.



     14. Your ADEA Waiver. You acknowledge that you are knowingly and voluntarily waiving and
releasing any rights you have under the ADEA (“ADEA Waiver”). You also acknowledge that the
consideration given for the ADEA Waiver is in addition to anything of value to which you were
already entitled. You further acknowledge that you have been advised by this writing, as required
by the ADEA, that: (a) your ADEA Waiver does not apply to any rights or claims that arise after
the date you sign this Agreement; (b) you should consult with an attorney prior to signing this
Agreement; (c) you have twenty-one (21) days to consider this



 









 




Agreement (although you may choose voluntarily to sign it sooner); (d) you have seven (7) days
following the date you sign this Agreement to revoke the ADEA Waiver (in a written revocation sent
to me); and (e) the ADEA Waiver will not be effective until the date upon which the revocation
period has expired, which will be the eighth day after you sign this Agreement.



     15. Section 1542 Waiver. You acknowledge that you have read and understand Section 1542 of
the California Civil Code, which states: “A general release does not extend to claims which the
creditor does not know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or her settlement with the
debtor.” You hereby expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to your release of any claims you may
have against the Company.



     16. Notices. Any notices provided hereunder must be in writing and shall be deemed effective
upon the earlier of personal delivery (including, personal delivery by facsimile transmission),
delivery by express delivery service (e.g. Federal Express), or the third day after mailing by
first class mail, to the Company at its primary office location and to you at your address as
listed on the Company payroll (which address may be changed by written notice).



     17. 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 such invalid, illegal or unenforceable provision
will be reformed, construed and enforced in such jurisdiction so as to render it valid, legal, and
enforceable consistent with the intent of the parties insofar as possible.



     18. 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.



     19. Entire Agreement. This Agreement, including all Exhibits, constitutes the entire
agreement between you and the Company regarding the subject matter hereof and it supersedes any
prior agreement, promise, representation, written or otherwise, between you and the Company with
regard to this subject matter. In particular, this Agreement supersedes in its entirety your
employment agreement with the Company dated November 20, 2001. It is entered into without reliance
on any agreement, or promise, or representation, other than those expressly contained or
incorporated herein, and it cannot be modified or amended except in a writing signed by you and a
duly authorized officer of the Company.



     20. 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. Signatures transmitted via facsimile or .pdf shall be deemed the
equivalent of originals.



     21. Headings and Construction. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof or to affect the meaning



 









 




thereof. For purposes of construction of this Agreement, any ambiguities shall not be
construed against either party as the drafter.



     22. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of
and be enforceable by you, the Company and the parties respective successors, assigns, heirs,
executors and administrators, except that you may not assign any of your duties hereunder and you
may not assign any of your rights hereunder without the written consent of the Company.



     23. Attorney Fees. If either party hereto brings any action to enforce his or its rights
hereunder, the prevailing party in any such action shall be entitled to recover his or its
reasonable attorneys’ fees and costs incurred in connection with such action.



     24. Arbitration. To provide a mechanism for rapid and economical dispute resolution,
you and the Company agree that any and all disputes, claims, or causes of action, in law or equity,
arising from or relating to this Agreement (including the release) or its enforcement, performance,
breach, or interpretation, or to your employment with the Company or the termination of your
employment with the Company, will be resolved, to the fullest extent permitted by law, by final,
binding, and confidential arbitration held in Santa Clara County, California and conducted by
Judicial Arbitration & Mediation Services (“JAMS”), under its then-existing Rules and Procedures.
You understand and agree that under this Section 24 of the Agreement, you are waiving your right to
a jury trial and your right to file any administrative agency charge with regard to any such
disputes, claims or causes of action, including, but not limited to, all federal and state
statutory and common law claims, claims related to your employment with the Company or to the
termination of that employment, claims related to any breach of contract, tort, wrongful
termination, discrimination, wages or benefits, or claims for any form of equity or compensation.
Notwithstanding the provisions of this Section 24, any and all disputes, claims or causes of
action, in law or in equity, arising from or relating to the Employee Proprietary Information and
Inventions Agreement will not be subject to mandatory arbitration, but may be resolved in the
courts of the State of California as set forth in Section 10 of that agreement. Nothing in this
Section 24 of this Agreement is intended to prevent either you or the Company from obtaining
injunctive relief in court to prevent irreparable harm pending the conclusion of any such
arbitration.



 









 





     25. Governing Law. All questions concerning the construction, validity and interpretation of
this Agreement shall be governed by the law of the State of California as applied to contracts made
and to be performed entirely within California.


If this Agreement is acceptable to you, please sign below and return the original to me. We wish
you the best in your future endeavors.



	 	 	 	 	 
	Sincerely,





Veraz Networks, Inc. 

 	 
	By:  	/s/ Douglas A. Sabella
 	 
	 	 	 


Exhibit A: Employee Proprietary Information and Inventions Agreement


I have read, understand and agree fully to the foregoing Agreement:



	 	 	 	 	 
	/s/ Amit Chawla
 	 
	Amit Chawla 	 
	 	 	 
	Date:  	10/1/2008
	 



 









 








Exhibit A




Employee Proprietary Information and Invention Agreement