Exhibit 10.1


 


October 7, 2008


 


PERSONAL AND
CONFIDENTIAL


 


Chuba Udokwu


 


Dear
Chuba:


 


This
letter summarizes the terms of your separation from employment with Sonus
Networks, Inc. (the “Company”) and the severance agreement and release
between you and the Company (the “Agreement”). 
The purpose of this Agreement is to establish an amicable arrangement
for ending your employment relationship, to release the Company from any claims
and to permit you to receive severance pay and related benefits.  With these understandings and in exchange for
the promises of you and the Company as set forth below, you and the Company
agree as follows:


 


A.            Separation From
Employment


 


1.             Employment Status.  Your
employment with the Company shall  terminate effective October 10, 2008 (the “Separation
Date”).


 


2.             Final Payments.  As of the
Separation Date, your salary shall cease and you shall no longer be entitled to
the payment of base salary, bonus, commission or any form of compensation,
except as set forth in this Agreement. 
The Company shall pay you (i) all earned but unpaid base salary up
to and through the Separation Date, and (ii) all accrued but unused
vacation up to and through the Separation Date. 
The Company will also reimburse you for all appropriately documented
business expenses in accordance with Company policy; provided that you submit  all documentation of any such expenses within seven (7) days
of the Separation Date.


 


3.             Benefits Cessation. 
As of the
Separation Date, the following benefits cease to be effective:  vacation accrual, 401k, life and accidental
death and dismemberment, flexible spending accounts and short-term/long-term
disability.   You are advised to consult
Sonus’ Human Resources Department with respect to your rights to continue
certain benefits at your own expense.


 


4.             Stock Options.  As set forth in the
Company’s 1997 and 2007 Stock Option and Incentive Plans (the “Plans”) and the
stock option agreement(s) between you and the Company (the “Option
Agreements”), your options to purchase the Company’s common stock shall cease
vesting on the Separation Date.  Except
as set forth herein, all of your rights and obligations to stock options,
including without limitation, vesting, exercise and expiration, are governed by
the terms and conditions of the Plans and the Option Agreements.


 

















 


5.             Stock Transactions.  As of the Separation Date, you will no longer
be obligated to comply with the Company’s trading black out period restrictions
regarding the purchase or sale of the Company’s stock, though you will continue
to be subject to insider trading prohibitions.


 


6.             No Other Interests in Company. You acknowledge that except as set forth in
paragraph 4 above, you are not entitled to, nor shall you make any claim for,
any other equity interest in the Company of any type whatsoever.


 


B.            Consideration


 


Subject to your execution of this Agreement, the
Company will provide you with the following:


 


1.             Salary Continuation Payments:  The Company will continue to pay
you your current base salary for a period of 37 weeks from your separation Date
(26 weeks severance plus 11 weeks remaining in 2008). The salary continuation
payments shall be paid in accordance with the Company’s normal payroll
practice, i.e., on a semi-monthly basis, and shall be subject to all applicable
payroll and withholding taxes.


 


2.             Health Insurance:  Your current health
benefits (medical, dental and vision)
will continue through October 10, 2008. 
After this date, you will have the right to continue your coverage by
electing COBRA.  The Company will pay its
portion of the COBRA premiums (subject to the premiums you are currently making
for such benefits) through the end of the month in which your salary
continuation payments end.  If you
wish to continue COBRA after this date, all
insurance premiums, and any administrative fees associated therewith, shall be
your sole responsibility and must be paid by you not later than the due date of
such premiums and fees.  You will receive
COBRA information under separate cover.


 


3.             Taxes:  All payments set forth in this Agreement
shall be subject to all applicable federal, state and/or local withholding
and/or payroll taxes, and the Company may withhold from any amounts payable to
you in order to comply with such withholding obligations. You agree that you
shall be solely liable for and shall pay any and all taxes, costs, interest,
assessments, penalties, damages, attorneys’ fees or other losses to which you
are or may be subject by reason of the payments by the Company to you
identified in Section 2 of this Agreement or by reason of the equity
interest identified in Section 4 of this Agreement.


 


C.            General Release of
Claims; Accord and Satisfaction


 


1.             Release:
 In exchange for the consideration provided in Section B, and other
good and valuable consideration, the receipt of which you hereby acknowledge,
you hereby agree that you and your representatives, agents, estate, heirs,
successors and assigns (“You”) release, remise, discharge, indemnify and hold
harmless the Releasees (defined to include Sonus Networks, Inc., its
predecessors, successors, parents, subsidiaries, divisions, affiliates,
assigns, plan sponsors and plan fiduciaries, and its and their current and
former directors, shareholders, investors, fiduciaries, officers, employees,
representatives, attorneys and/or agents, all both individually, in their
capacity acting on the Company’s behalf, and in their official capacities), of
and from any and all actions or causes of action, suits, claims, complaints,
obligations, liabilities, contracts, agreements, promises, 


 


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debts and damages,
whether existing or contingent, known or unknown, suspected or unsuspected,
arising up to and including the date of execution of this Agreement, including,
but not limited to, any and all claims arising out of or in connection with (i) your
employment and separation from employment with the Company; (ii) any
federal, state or local law, constitution or regulation regarding either
securities, employment, employment benefits, or employment discrimination
and/or retaliation including, without limitation, those laws or regulations
concerning discrimination on the basis of race, color, creed, religion, age,
sex, sex harassment, sexual orientation, genetic information, national origin,
ancestry, handicap or disability, veteran status or any military service or
application for military service; (iii) any contract, whether oral or
written, express or implied, any tort, whistleblower claim or common law claim;
and (iv) your ownership of the Company’s stock.  This release is intended by You to be all
encompassing and to act as a full and total release of any claims, whether
specifically enumerated herein or not, that You have, may have or have had
against the Releasees up to the date of execution of this Agreement.  
Notwithstanding the foregoing, nothing in this Agreement shall prevent
You from filing a charge with any federal, state or administrative agency, but
You agree not to participate in, and waive any rights with respect to, any monetary
or financial relief arising from any such proceeding that relates to the
matters released by this Agreement.


 


2.             General Release by the Company.  Except
with respect to any rights, obligations or duties arising out of this
Agreement, which are expressly excluded from this General Release, the Company
hereby fully, forever, irrevocably and unconditionally releases, remises and
discharges Mr. Udokwu from any and all manner of claims, charges,
complaints, demands, actions, causes of action, suits, rights, debts, dues,
sums of money, costs, losses, accounts, reckonings, covenants, contracts,
controversies, agreements, promises, leases, doings, omission, damages,
executions, obligations, liabilities, and expenses (including attorney fees and
costs) of every kind and nature whatsoever, whether known or unknown, either at
law, in equity, or mixed, that it ever had, now has, or can, shall, or may
have, by reason of, on account of, or arising out of any matter or things that
have happened, developed, or occurred before the signing of this Agreement,
including, but not in limitation of, the foregoing general terms, any and all
suits in tort or contract and any and all claims, asserted or unasserted,
arising from Mr. Udokwu’s employment with or separation from the
Company.  It is expressly agreed and
understood that this release is a General Release.  The Company agrees not to institute any
charge, complaint or lawsuit to challenge the validity of this General Release
or the circumstances surrounding its execution.


 


3.             Accord and
Satisfaction.  You agree that the payments and benefits set forth
in this Agreement, together with payments and benefits the Company previously
provided to you, are complete payment, settlement, accord and satisfaction with
respect to all obligations and liabilities of the Releasees to You, and with
respect to all claims, causes of action and damages that could be asserted by
You against the Releasees regarding your employment or separation from
employment with the Company, including, without limitation, all claims for
wages, salary, commissions, draws, car allowances, incentive pay, bonuses,
business expenses, vacation, stock, stock options, severance pay, attorneys’
fees, compensatory damages, exemplary damages, or other compensation, benefits,
costs or sums.


 


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D.            Confidentiality of
Agreement; Non-Admission


 


1.             Confidentiality.  You agree to keep the substance, terms and
existence of this Agreement and/or any discussions or negotiations relating to
this Agreement in the strictest confidence and to not reveal the terms of this
Agreement to any persons except your immediate family, your attorney,
accountant, job counselor and financial advisors, and to them only provided
that they also agree to keep the information completely confidential.  You will be considered to have breached this
Agreement if any of those individuals fails to keep such information completely
confidential.  Nothing in this Section shall
bar you from providing truthful testimony in any legal proceeding or in
cooperating with any governmental agency; provided, however, that in providing
such testimony or making such disclosures or communications, you will use
reasonable efforts to insure that this Section is complied with to the
maximum extent possible.


 


2.             No Admissions.  You understand and agree that the release and
accord and satisfaction set forth in Section C is not an admission by the
Releasees that any such claims exist and/or of liability by the Releasees with
respect to such claims.  Nothing in this
Agreement, nor any of the proceedings connected with it, is to be construed as,
offered as, received as, or deemed to be evidence of an admission by the
Releasees of any liability or unlawful conduct whatsoever, and each of the
Releasees expressly deny any such liability or wrongdoing.  The release and the accord and satisfaction
in Section C are, however, and may be asserted by any one or more of the
Releasees as an absolute and final bar to any suit or proceeding brought by You
against any one or more of the Releasees; provided, however, that nothing
contained in this Agreement shall be construed to prevent an action for breach
of this Agreement itself.


 


E.             Return of Company
Property


 


On or
before the Separation Date, you agree to return to the Company all Company
property and materials, including but not limited to, personal computers,
laptops, diskettes, intangible information stored on diskettes, software
programs and data compiled with the use of those programs, software passwords
or codes, tangible copies of trade secrets and confidential information,
cellular phones, telephone charge cards, manuals, building keys and passes,
names and addresses of all Company customers and potential customers, customer
lists, customer contacts, sales information, memoranda, sales brochures,
business or marketing plans, reports, projections, and any and all other
information or property previously or currently held or used by you that is or
was related to your employment with the Company.  You agree that if you discover any other
Company or proprietary materials in your possession after the Separation Date,
you will immediately notify the Company and  return such
materials to the Company.


 


F.             Post-Employment
Obligations


 


1.             Contractual
Obligations.  You confirm the
existence and continued validity of the Non-Competition and Confidentiality
Agreement signed by you  (the “Non-Compete
Agreement”), which you signed as a condition of your employment with the
Company.  You agree that your obligations
under the Non-Compete Agreement expressly survive the cessation of your
employment.  If you fail to abide by your
obligations under the Non-Compete Agreement, the Company may immediately
terminate all severance and related benefits set forth in Section B in
addition to, and not in lieu of, seeking all other legal and equitable relief.


 


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2.             Non-disparagement
Obligations.  You agree not to take any action
or make any statement, written or oral, which disparages or criticizes the
Company, its management, directors, investors, or any other parties involved in
a business relationship with the Company, or its practices, or which disrupts
or impairs the Company’s normal operations, including actions or statements that
would (1) harm the reputation of the Company with its current and
prospective customers, distributors, suppliers, other business partners, or the
public; or (2) interfere with existing contractual or employment
relationships with current and prospective customers, suppliers, distributors,
other business partners or Company employees. 
The Company’s directors, and officers and executives at the Vice
President level or higher, will not make any statements, orally or in writing,
which disparage you or damage your personal or professional reputation.


 


3.             Cessation
of Payments In Event of Breach.  You
understand and acknowledge that, if the Company reasonably determines that you
have failed to abide by your obligations under this Section, or any other
provision of this Agreement or the Non-Compete Agreement, the Company may
immediately terminate all salary continuation payments and related benefits set
forth in Section B, in addition to, and not in lieu of, seeking all other
legal and equitable relief.


 


G.            Job References


 


Any request for job
references should be directed to the Company’s Human Resources department.  Please be advised that, pursuant to Company
policy, the Company’s Human Resources personnel may only disclose your title
and dates of employment with the Company.


 


H.            Assistance in Legal
Actions.


 


In the event the Company
is or becomes involved in any legal action relating to events which occurred or
alleged to have occurred while you were rending services to the Company or
about which you possess any information, you agree to assist in the
preparation, prosecution or defense of any case involving the Company
including, without limitation, executing truthful declarations or documents or
providing information requested by the Company and attending and/or testifying
truthfully at deposition(s) or at trial without the necessity of a
subpoena. The Company
shall compensate you for any out-of-pocket expenses you incur performing your
obligation to cooperate with the Company under this paragraph.  The Company shall also compensate you for all
time spent fulfilling your obligation to cooperate under this paragraph, at the
same hourly pay rate in effect as of your last day of work at the Company.


 


I.              Unemployment Benefits. The Company agrees that in response to any
request for information about Employee from unemployment authorities, the
Company will state that separation was requested by the employer, there was no
misconduct on the part of the employee, and eligibility is not contested for
unemployment benefits to begin on or after the date of this Agreement.


 


J.             Notices,
Acknowledgments and Representations


 


1.             This Agreement is the entire agreement between you and
the Company, and all previous agreements or promises between you and the
Company are superseded, null and void, 


 


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except for the
Non-Compete Agreement, the Option Agreement(s) and the Plan, each of which
shall remain in full force and effect in accordance with their respective
terms.


 


2.             In the event of any dispute, this Agreement will be
construed as a whole, will be interpreted in accordance with its fair meaning,
and will not be construed strictly for or against either you or the
Company.  This Agreement may not be
changed, amended, modified, altered or rescinded except upon the express
written consent of both you and an authorized Company officer.  Any waiver of any provision of this Agreement
by the Company shall not constitute a waiver of any other provision of this
Agreement unless the Company expressly so indicates otherwise.


 


3.             The law of the Commonwealth of Massachusetts will
govern any dispute about this Agreement, including any interpretation or
enforcement of this Agreement, and you hereby submit to the jurisdiction and
venue of any Massachusetts court.  This
Agreement may be modified only by a written agreement signed by you and an
authorized Company representative.  This
Agreement shall not be assigned by you but shall be binding on the parties
hereto and their respective heirs, legal representatives, successors and
assigns and shall inure to the benefit of the Company’s successors and assigns.


 


4.             If one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to scope,
activity, subject or otherwise so as to be unenforceable at law, such provision
or provisions shall be construed by the appropriate judicial body by limiting
or reducing it or them, so as to be enforceable to the maximum extent
compatible with the applicable law as it shall then appear.


 


5.             You represent that you have not been subject to any
retaliation or any other form of adverse action by the Releasees for any action
taken by you as an employee or resulting from your exercise of or attempt to
exercise any statutory rights recognized under federal, state or local law.


 


6.             You acknowledge and agree that you have been provided
twenty-one (21) days to consider this Agreement and to consult with counsel,
and the Company has advised you of your right to do so.  To the extent that you have taken less than
twenty-one (21) days to consider this Agreement, you acknowledge that you have
had sufficient time to consider the Agreement and to consult with counsel, and
that you do not desire additional time. This Agreement is revocable by you for
a period of seven (7) calendar days following your execution of this
Agreement.  Your revocation of this
Agreement must be by registered letter addressed to the Vice President of Human
Resources, must specifically revoke this Agreement, and must be received by the
Company prior to the eighth (8th) day following the execution of this Agreement
by you.  This Agreement becomes
effective, enforceable and irrevocable on the eighth (8th) day following your
execution of this Agreement.


 


7.
The Company agrees to ensure that any obligation or remaining obligation to you
under this Agreement shall be assumed by any successor in interest to the
Company.


 


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If you agree to the terms
of this Agreement, please sign and date below and return this Agreement to me.


 


	
   

  	
  Sincerely,

  
	
   

  	
  Sonus Networks, Inc.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathleen Harris

  
	
   

  	
   

  	
  Kathleen Harris

  
	
   

  	
   

  	
  Vice President of Human Resources

  



 


 


YOU REPRESENT THAT YOU HAVE READ
THE FOREGOING AGREEMENT, THAT YOU FULLY UNDERSTAND THE TERMS AND CONDITIONS OF
SUCH AGREEMENT AND THAT YOU ARE VOLUNTARILY EXECUTING THE SAME.  IN ENTERING INTO THIS AGREEMENT, YOU DO NOT
RELY ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE RELEASEES WITH THE
EXCEPTION OF THE CONSIDERATION DESCRIBED IN THIS DOCUMENT.


 


Accepted and agreed to:


 


 


	
  /s/ Chuba Udokwu

  	
   

  	
  October 10, 2008

  
	
  Chuba Udokwu

  	
   

  	
  Date

  



 


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