Exhibit 10.3  LEASE AND SUBLEASE TERMINATION AGREEMENT  (7 and 9 Technology Park
Drive, Westford, Massachusetts)  This Lease and Sublease Termination Agreement (Agreement) is made and
entered into this 11th day of August, 2010 by and among Michelson Farm-Westford
Technology Park V and VIII Limited Partnership, as successor to the Michelson
Farm-Westford Technology Park Trust, with a notice address in care of The
Gutierrez Company, Burlington Office Park, One Wall Street, Burlington, MA
01803 (the Landlord), Teradyne, Inc., as successor to GenRad, Inc.,
with a notice address of 600 Riverpark Drive, North Reading, MA 01864 (the Tenant),
and Sonus Networks, Inc., with a notice address of 7 Technology Park
Drive, Westford, MA 01886 (the Subtenant).  RECITALS  WHEREAS, Landlord and Tenant executed two certain leases, both dated as
of July 26, 1996, and both amended by a certain First Amendment to Lease
dated May 20, 1997 and by a certain Amendment to Leases dated November 5,
2007 (collectively, the Lease), for the 230,000 rentable square feet of
premises located at 7 and 9 Technology Park Drive, Westford, Massachusetts
(collectively, the Premises).  At times
herein, the term Building 8 Lease shall refer to the Lease with respect to
the building located at 9 Technology Park Drive, Westford, Massachusetts and
containing 100,000 rentable square feet of spaces (Building 8), and the Building
5 Lease shall refer to the Lease with respect to the building located at 7
Technology Park Drive, Westford, Massachusetts and containing 130,000 rentable
square feet of space (Building 5); and  WHEREAS, the Building 5 Lease has an expiration date of June 4,
2012 and the Building 8 Lease has an expiration date of June 24, 2012; and


WHEREAS, Landlord and Tenant have agreed to terminate the Lease prior
to the applicable expiration date of the Lease, and to release each other from
any and all matters, claims, causes of action or demands, damages, real or
personal, known or unknown, arising out of or in any way related to or based
upon the Lease by Tenant of the Premises; and  WHEREAS, the Tenant and Subtenant executed a sublease, dated as of February 22,
2006, amended by a certain First Amendment to the Sublease dated August 14,
2006 (collectively, the Sublease) for Building 5 (the Subleased Premises).  Landlord consented to the sublease in the
Landlord Consent to Sublease dated February 22, 2006 (the Landlord
Consent).  The Sublease is subject to
and incorporates the terms of the Lease as set forth in the Sublease; and  WHEREAS, the Sublease has an expiration date of June 4, 2012; and  WHEREAS, Tenant and Subtenant have agreed to terminate the Sublease
prior to the expiration date of the Sublease, and Landlord, Tenant and
Subtenant agree to release each other from any and all matters, claims, causes
of action or demands, damages, real or personal known or unknown, arising out
of or in any way related to or based upon the Sublease, the Lease and/or the
Subleased Premises by the Subtenant.  AGREEMENT  NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein, the parties hereby agree as follows:  1.Surrender of
Premises and Subleased Premises.Prior to the Termination Date (as hereinafter
defined), as applicable, Tenant and Subtenant shall surrender and peaceably
yield up the Premises (specifically Building 5 or Building 8, as applicable) in
such order, repair and condition as Tenant and Subtenant are required to
pursuant to Section 12.1 of the Lease and Section 15.12 of the
Sublease, respectively, and any other applicable sections of the Lease and
Sublease, and to make or cause to be made any repairs necessary as a result of
the removal of certain items required to be removed by Tenant and Subtenant,
including its personal property, all signage  2


installed by Tenant and Subtenant or on behalf of Tenant (or Subtenant)
and any communications equipment placed on the roof of Building 5 or Building
8, as applicable, by Tenant and Subtenant or on behalf of Tenant (or
Subtenant), if applicable, and repair all damage resulting therefrom; provided,
however that Subtenant shall only be responsible for up to One Hundred Fifty
Thousand and NO/100 Dollars ($150,000.00) for any such repairs.  In no event shall Tenant be responsible of
any repair or restoration issues related to Building 5 and in no event shall
Subtenant be responsible of any repair or restoration issues related to
Building 8.  Tenant shall leave the
Premises clean and neat in a tenantable condition, as required pursuant to said
Section 12.1 of the applicable Lease. 
Subtenant shall leave the Subleased Premises in broom clean condition
pursuant to Section 15.12 of the Sublease. Notwithstanding the foregoing,
Landlord, Tenant and Subtenant agree to the following: (i) that Subtenants
existing furniture described on Exhibit A attached hereto, and Subtenants
equipment described on Exhibit B attached hereto (together with the
items described on Exhibit A, the Remaining Property), except for the
lab generator, which may be removed at Subtenants discretion, shall remain at
the Premises and become the property of Landlord on the Termination Date, at
the cost of $1.00 to Landlord, and (ii) Tenant shall only be responsible
to restore those items within the Premises as described on Exhibit C
attached hereto relating to Building 8, and (iii) Subtenant shall only be
responsible to restore those items within the Premises as described on Exhibit C
attached hereto relating to Building 5, and (iv) the parties expressly
agree that, except as set forth in Exhibit C attached hereto, Subtenant
shall not be required to remove certain items it has been previously directed
to remove pursuant to Section 9 of the Landlord Consent.  Effective as of the Termination Date or such
date as may be extended pursuant to paragraph 4(c) below, Subtenant hereby
conveys, transfers, sets over, and grants to Landlord all of Subtenants right,
title and interest in and to all the Remaining Property, and on or before the
Termination Date, Subtenant  3


shall execute and deliver to Landlord a Bill of Sale with respect to
such Remaining Property, substantially in the form attached hereto as Exhibit D.  2.Termination of
Lease and Sublease.The Building
5 Lease and Sublease shall both be terminated effective December 14, 2010
(the Building 5 Termination Date).  The
Building 8 Lease shall be terminated effective November 28, 2010 (the Building
8 Termination Date).  At times, the
Building 5 Termination Date and the Building 8 Termination Date shall be
hereinafter collectively referred to as the Termination Date.  3.Termination
Payment.Tenant shall
pay to Landlord a lump sum of One Million One Hundred Thousand Dollars
($1,100,000.00) as a Termination Fee (hereinafter referred to as the Termination
Fee), which is Tenants full and final payment to Landlord under the Lease in
consideration of Landlord entering into this Agreement.  Tenant shall pay the Termination Fee to
Landlord on that certain date that is five (5) business days after Tenant
receives a fully executed original copy of both this Agreement and of the
Lenders Consent attached hereto as Exhibit E.  Tenant shall be responsible to pay all Rent
allocable to the Premises under the Lease through the Termination Date, as
applicable, and any additional rent (e.g. CAM and Taxes) shall be adjusted
following the Termination Date, as provided in the Lease.  Subtenant shall pay all Rent for the
Subleased Premises under the Sublease through the Building 5 Termination
Date.  The parties acknowledge and agree
that Subtenant is under no obligation to pay the Termination Fee, in full or in
part, to neither Landlord nor Tenant nor any other party.  4.Holdover.(a)Conditioned upon the parties timely execution of
this Agreement, and further conditioned upon the parties timely performance of
their respective obligations hereunder, including Tenants surrender of
possession of the Premises to Landlord by the Building 8 Termination Date and
Subtenants surrender of possession of the Subleased Premises to the Landlord
and the Tenant by the Building 5 Termination Date, or such date as may be
extended pursuant to paragraph 4(c) below, and Tenants payment of the
Termination Fee by the date  4


stated in paragraph 3 above, the Lease and Sublease shall hereby be
terminated effective on the Termination Date, as applicable, or such date as
may be extended pursuant to paragraph 4(c) below.  (b)If
Tenant fails to make the payment or fails to surrender Building 8 as required
by this Agreement, Landlord hereby reserves all rights and remedies under the
Lease, including its rights to receive payment of all rents due thereunder,
including, without limitation, collecting any holdover damages from Tenant that
may result under the Lease, as applicable. 
Subtenant shall have no liability to Landlord for Tenants failure to
surrender Building 8 as required by this Agreement.  (c)If
Subtenant fails to surrender Building 5 as required by this Agreement, the
Subtenant shall be liable directly to Landlord, and not to Tenant, for any
holdover expenses and penalties equal to all rents due under the Sublease,
including, without limitation, collecting any holdover damages from Subtenant.
Tenant hereby waives any and all rights it may have regarding any applicable
holdover provisions under the Sublease and acknowledges that any holdover rents
and/or penalties shall be paid by Subtenant directly to Landlord and not to
Tenant.  Tenant shall have no liability
to Landlord for Subtenants failure to surrender Building 5 as required by this
Agreement; however, if necessary, Tenant shall, upon Landlords request,
reasonably cooperate with Landlord, at no cost to Tenant, in assisting Landlord
to enforce its rights against Subtenant hereunder (or the Sublease, if
necessary).  Notwithstanding the
foregoing, Landlord agrees that Subtenant shall have the right, exercisable by
giving written notice to Landlord on or before September 1, 2010, to
remain in the laboratory portion of Building 5 for up to three (3) weeks
following the Building 5 Termination Date if necessary for Tenant to maintain a
continuous laboratory operational for its business operations without incurring
any holdover expenses and penalties, provided  that, Tenant and
its employees agree to work harmoniously with Landlord and its contractors so
as to not unreasonably interfere with any work being done in the remaining  5


portions of Building 5 (excluding the existing laboratory
location).  Upon expiration of such three
(3) week time period, Tenant shall surrender and peaceably yield up
Building 5 in accordance with the foregoing provisions of this Agreement and
failure by Tenant to timely do so may subject Tenant to holdover expenses and
penalties as described above.  5.Representations.Landlord warrants and represents to Tenant
that it is the sole and lawful owner of all rights, title and interest in and to
the Premises.  Landlord, Tenant and
Subtenant each warrant and represent to the others that (i) it is the sole
and lawful owner of its respective rights, title and interest in and to the
Premises and Subleased Premises, including all released matters; (ii) it
has not heretofore assigned or transferred or purported to assign or transfer
to any other person or entity the Lease, Sublease or any released matter or any
portion thereof, except Landlord acknowledges that it has previously delivered
a customary Assignment of Leases and Rents to its lender, State Farm Life
Insurance Company (the Lender); and (iii) it has not made any claim,
demand, obligation, liability, action or cause of action arising from either
the Lease or the Sublease.  6.Mutual
Releases.(a)Effective as of the Termination Date, as
applicable, and subject to paragraphs 1, 2, 3 and 4, Landlord and Tenant hereby
forever release and discharge each other, their servants, agents, directors,
officers, partners and employees of and from any and all demands of every kind
and nature, in law, equity or otherwise, known or unknown, suspected or
unsuspected, disclosed or undisclosed, for damages, actual and consequential,
arising out of or any way related to or based upon the Lease, except with respect
to any claims that may survive the Lease pursuant to the express terms and
provisions thereof, if applicable.  (b)Effective
as of the Building 5 Termination Date and subject to paragraphs 1, 2, 3 and
4,  Tenant and Subtenant hereby forever
release and discharge each other, their servants, agents, directors, officers,
partners and employees of and from any and all demands of every kind and
nature, in law, equity or otherwise, known or unknown, suspected or
unsuspected, disclosed or  6


undisclosed, for damages, actual and consequential, arising out of or
any way related to or based upon the Sublease or the Subleased Premises, except
with respect to any claims that may survive the Sublease pursuant to the express
terms and provisions thereof, if applicable.  (c)Effective
as of the Building 5 Termination Date or such later date on which Tenant
surrenders the entire Building 5 in the event that Subtenant elects to remain
in the laboratory portion of Building 5 for such additional time as permitted
in paragraph 4(c) above, as applicable, and subject to paragraphs 1, 2, 3
and 4, Landlord and Subtenant hereby forever release and discharge each other,
their servants, agents, directors, officers, partners and employees of and from
any and all demands of every kind and nature, in law, equity or otherwise,
known or unknown, suspected or unsuspected, disclosed or undisclosed, for
damages, actual and consequential, arising out of or any way related to or
based upon the Sublease, the Building 5 Lease or the Subleased Premises, except
with respect to any claims that may survive the Sublease and/or the Building 5
Lease and/or the Landlords Consent, as applicable, pursuant to the express
terms and provisions thereof, if applicable.  (d)It
is understood and agreed that this is a full, complete and final release of all
claims described as aforesaid, and Landlord, Tenant and Subtenant agree that it
shall apply to all unknown, unanticipated, unsuspected and undisclosed claims,
demands, liabilities, actions, or causes of action, in law, equity, or
otherwise, as well as those which are now known, anticipated, suspected or
disclosed which are predicated upon or arise from the Lease or Sublease or the
early termination of the Lease and Sublease.  7.Continuing
Obligations.From the
effective date of this Agreement until the Termination Date, as applicable,
Landlord, Tenant and Subtenant shall continue to perform their obligations as
set forth in the Lease and Sublease, as applicable.  8.             Costs.  The parties hereto agree to bear their
respective costs and attorneys fees.  7


9.Successors.This Agreement
shall bind Landlords, Tenants and Subtenants personal representatives,
successors and assigns and inure to the benefit of each party, their agents,
directors, officers, partners, employees, servants, successors, and assigns.  10.Interpretation.Landlord,
Tenant and Subtenant have reviewed and revised this Agreement and the normal rule of
construction that any ambiguities in this Agreement are to be resolved against
the drafting party shall not be employed in the interpretation of this
Agreement.  All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Lease
or Sublease, as applicable.  11.Integrated
Agreement.All agreements, covenants, representations, and
warranties expressed and implied, oral and written, of Landlord, Tenant or
Subtenant concerning the subject matter hereof, are contained herein.  No other agreements, covenants,
representations, or warranties, expressed or implied, oral or written, have
been made among Landlord and its attorneys, Tenant and its attorneys and
Subtenant and its attorneys concerning the subject matter herein.  All prior and contemporaneous conversations,
negotiations, possible and alleged agreements, representations, covenants, and
warranties among Landlord, Tenant and Subtenant covering the subject matter
hereof are merged herein.  This is an
integrated agreement.  No modification,
alteration or change of any kind may be made to this Agreement except in
writing signed by each of the parties hereto.  12.Prevailing
Party.If any party defaults on the
terms of this Agreement, and legal action is required to enforce its
provisions, the prevailing party shall be entitled to receive from the
defaulting party(ies) a sum equal to the reasonable attorneys fees and costs
of suit incurred by the prevailing party in enforcing its provisions, in
addition to any other damage to which the prevailing party is entitled.  13.Condition.The effectiveness of this Agreement is
expressly contingent upon Landlords obtaining approval by the Lender to enter
into this Agreement, which shall be evidenced by the execution of the Consent
attached hereto as Exhibit E by the Lender.  If, for whatever reason, the Lender does  8


not sign the Consent within ten (10) days of the signing of this
Agreement, then: (a) this Agreement shall become null and void and of no
further force and effect for any purpose whatsoever; and (b) the Lease and
Sublease shall continue in full force and effect as if this Agreement were
never entered into.  14.Governing Law.This Agreement shall be deemed to have been
executed and delivered within The Commonwealth of Massachusetts, and the rights
and obligations of the parties shall be construed and enforced in accordance
with, and governed by, the laws of The Commonwealth of Massachusetts.  15.Limitation of
Liability.Except as
otherwise set forth herein, no party shall be liable to the other under any
circumstances for any exemplary, punitive, consequential or indirect damages.  16.Further
Assurances.Each party
agrees to cooperate with the other and to execute and deliver all such further
instruments and documents and do all such further acts and things as such party
may be reasonably requested to do from time to time by the other party in order
to carry out the provisions and objectives of this Agreement.  17.Landlord
acknowledges and agrees that the effectiveness of this Agreement is not
conditioned upon Landlords entering into any lease or other occupancy
agreement with Subtenant or Tenant for the Premises or the Subleased Premises
or any portion thereof covering any period of time subsequent to the date of
this Agreement.  18.Notwithstanding
anything to the contrary in the Sublease, within five (5) business days
after the Building 5 Termination Date, or such later date on which Tenant
surrenders the entire Building 5 in the event that Subtenant elects to remain
in the laboratory portion of Building 5 for such additional time as permitted
in paragraph 4(c) above, Tenant shall return to Subtenant, or elsewhere at
Subtenants written direction, that certain Irrevocable Letter of Credit No. 68011473,
dated February 23, 2006, in the amount of $300,000.00, which is currently
held by Tenant as a security deposit for the Subleased Premises.  9


19.Each party
hereto agrees that any other party hereto may promptly make all filings with
any authority or securities exchange as may, in its reasonable judgment, be
required or advisable in connection with the execution and delivery of this
Agreement, the consummation of the transactions contemplated hereby, by
applicable law or by the rules and regulations of any securities exchange.  20.TERMINATION OF
NOTICE OF SUBLEASE. 
Simultaneously with the execution of this Agreement at the request of
either Tenant or Subtenant, Tenant and Subtenant shall execute, acknowledge and
deliver a Termination of Notice of Sublease in customary form for recording in
the Commonwealth of Massachusetts.  [Signature Page Follows]  10


IN
WITNESS WHEREOF, the parties have executed this instrument in multiple
counterparts, each of which shall have the full force and effect of an original
on the day and year first written above.   LANDLORD:MICHELSON FARM-WESTFORD TECHNOLOGY PARKV AND VIII LIMITED PARTNERSHIPBy:
  The Gutierrez Company, General PartnerBy:
  /s/
  Arthur J. Gutierrez, Jr.Name:
  Arthur
  J. Gutierrez, Jr.
  
  WitnessIts:
  PresidentDate:
  08/11/10TENANT:TERADYNE, INC.By:
  /s/
  Gregory R. BeecherName:
  Gregory
  R. Beecher
  
  WitnessIts:
  Vice
  President and CFODate:
  8/2/10SUBTENANT:SONUS
  NETWORKS, INC.By:
  /s/
  Wayne PastoreName:
  Wayne
  Pastore
  
  WitnessIts:
  Senior
  Vice President and Chief Financial OfficerDate:
  August 11,
  2010  11


EXHIBIT A  LIST OF SUBTENANT FURNITURE  All
Herman Miller Ethospace cubicle workstation furniture, including miscellaneous
Herman Miller components currently stored off-site at Sterling Corporation
Warehouse in Chelmsford, MA.  All
main café table and chairs seating furniture  12


EXHIBIT B  LIST OF SUBTENANT EQUIPMENT  Two
(2) Trane 40 Ton Chillers  One
(1) 100 kW Natural Gas Generator  13


EXHIBIT C  LIST OF ITEMS TO BE RESTORED  9
Technology Park Drive  Building 8  Tenants responsibility  Most
recent HVAC Maintenance records of all units & sub-systems will be
provided and systems will be in good working order.  Most
recent Sprinkler System inspection records and system will be in good working
order.  Most
recent Duct Smoke Detector inspection records and detectors will be in good working
order.  Most
recent Fire Alarm System inspection records and system will be in good working
order.  Window
blinds will be repaired as necessary.  All
exterior doors will be in good working order.  UPS
system and data equipment located in the Tel/data closet in the office area
will be removed.  UPS
system and data equipment located in the Manufacturing area closet will be
removed.  UPS
system and data equipment located in the Tel/data closet on the loading dock
will be removed.  The
spray booth located on the loading dock will be removed to roof line.  The
metal cage strut and cage material located on the loading dock will be removed.  The
used copper pipe on the loading dock will be removed.  The
used electric conduit will be removed from loading dock and adjacent
maintenance service closet.  The
forklift battery charging station will be removed.  14


7
Technology Park Drive  Building 5  Subtenants responsibility  Remove
all piping associated with supplemental cooling systems that will be removed  Remove
all pads, fencing and associated wiring and conduit for systems removed (e.g.,
UPS / generator / lieberts / chillers / ceiling projectors) utilizing good
workmanship practices  Repair
holes caused by the removal of equipment hanging on walls (e.g., card readers /
cameras / white boards / artwork / logos)  Repair
damage to walls, doors, door frames, and glass  Repair
damage to ceiling tiles or grid  Repair
ceilings where equipment has been removed (e.g., drop down screens)  Replace
any light bulbs that are inoperable  Ensure
all building fire extinguishers are in good working order and repair and/or
replace as required  Ensure
that all bathroom fixtures are in good working order (e.g. soap dispensers /
sanitary napkin dispensers / etc.) and repair and/or replace as required  Ensure
that all remaining millwork is in good working order and repair and/or replace
as required  Remove
interior and exterior signage  Remove
the water filtration system (only if non point of use type)  15


EXHIBIT D  FORM OF BILL OF SALE  As
of this        day of                           ,
2010, Sonus Networks, Inc. (Seller),
in connection with its sublease of space located at and commonly known as 7
Technology Park Drive, Westford, Massachusetts (the Property), for and in
consideration of the sum of ONE DOLLAR ($1.00) and other good and valuable
consideration to it paid by Michelson Farm-Westford
Technology Park V and VIII Limited Partnership(Buyer), the
receipt and sufficiency of which are hereby acknowledged, does hereby grant,
bargain, sell, transfer and deliver unto Buyer any and all personal property,
fixtures and equipment (whether tangible or otherwise) now located in or on the
Property and used in connection therewith as set forth in Exhibit A
attached hereto and made a part hereof (the Personal Property).  Seller conveys to Buyer the Personal Property
in its physical condition AS IS WHERE IS.  Seller
does hereby warrant to Buyer that, to Sellers knowledge, it has good and
marketable title to the Personal Property and Seller has the right to, and
hereby does, as of the date of execution hereof, convey the Personal Property
to Buyer, free and clear of all liens and security interests.  TO
HAVE AND TO HOLD the Personal Property unto Buyer, its successors and assigns,
to its own use forever.  IN WITNESS WHEREOF, the Seller has hereunto set its hand and seal as of
the date first set forth above.  SELLER:SONUS
  NETWORKS, INC.By:Printed
  Name:Title:Date:  16


EXHIBIT A TO BILL OF SALE  17


EXHIBIT E  CONSENT OF MORTGAGEE  The
undersigned Mortgagee hereby consents and approves the terms and provisions set
forth in the Lease and Sublease Termination Agreement dated as of August     ,
2010, by and between Michelson Farm-Westford Technology Park V and VIII Limited
Partnership, Teradyne, Inc. and Sonus Networks, Inc.   MORTGAGEE:STATE
  FARM LIFE INSURANCE COMPANYBy:Witness
  
  Name:Its:  18