Exhibit



Exhibit 10.36


EMPLOYMENT AGREEMENT


THIS  EMPLOYMENT AGREEMENT (this "Agreement" ) is  made and entered into  as  of  August   12,  2013,   by  and  between   GENBAND  Management  Services  Corp.,  a Delaware  corporation (the  "Company"), GENBAND  Holdings  Company, a  Cayman   Islands exempted company  limited  by shares  (“Cayman Holdings"), GENBAND US LLC, a Delaware limited   liability  company   ("GENBAND LLC”), GENBAND   Inc.,  a  Delaware   corporation ("Holdco",  and  together   with   the  Company,   Cayman  Holdings   and  GENBAND  LLC,  the "GENBAND Parties"), and David A. Walsh (the" Executive").


WHEREAS, each of the GENBAND Parties desires to employ the Executive as its Chief Executive Officer, and the Executive desires to be employed by each such entity in such capacity; and


WHEREAS, the Executive and the GENBAND Parties desire to set forth the terms and conditions of the Executive's employment relationship with the GENBAND Parties;


NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:


I.          Certain Defined Terms.  In addition to terms defined elsewhere herein, the following capitalized terms have the following meanings when used in this Agreement:


(a)        "Base   Pay"    means   the    Executive's    annual    fixed   or   base compensation, as determined from time to time by Cayman Holdings, whether acting through its Board of Directors (the "Cayman Board") or a committee thereof, regardless of whether all or any portion thereof may be deferred under any deferred compensation plan or program of the GENBAND Entities.


(b)        "Change   in  Control”   shall  mean   the   consummation  of   any transaction  or series  of  related  transactions, pursuant  to which  any  Person or group  (within  the meaning  of  the  Securities Exchange  Act  of  1934,  as  amended),  other  than  OEP  or  another GENBAND  Entity, acquires (i) directly  or indirectly  more than 50% of the equity  securities  of any GENBAND Principal  Entity entitled  to vote (whether such transaction  is effected  by merger, consolidation, recapitalization, sale or transfer  of  the applicable GENBAND Principal  Entity's equity or  otherwise)  or  (ii)  directly  or indirectly all or  substantially all  of  the  assets  of  any GENBAND Principal Entity  and  its subsidiaries,  in each  case the occurrence  of which  shall be determined  by  the  board  of  directors, the  board  of  managers  or  the  managing   member, as applicable, of such GENBAND Principal  Entity;  provided, that  for the  purposes  of clause  (i), voting securities of  Cayman  Holdings  shall be deemed  to refer  to  the  full y diluted  beneficial ownership   of  the outstanding voting  securities  of  Cayman  Holdings  taking  into  account  the equity  ownership of Cayman  Holdings  and  Holdco.    By way of example, for the purposes of clause (i) of the immediately preceding sentence, if Holdco holds 25% of the outstanding voting securities of Cayman Holdings, and if Person X holds 20% of the outstanding voting equity securities of Holdco on a fully diluted basis, then Person X shall be deemed to hold 5% of the outstanding Cayman Holdings voting securities.


(c)     "Code" means the Internal Revenue Code of 1986, as amended.








(d)        "Disability"  means   (i)   the   Executive's   inability   to   regularly perform  the essential functions of the Executive's position, with or without  accommodation, due to physical  or mental  incapacity  or illness,  for a period of ninety (90)  days  in the aggregate  in any consecutive twelve (12) month period, unless otherwise  prohibited  by federal , state, or local law  or  ordinance,  (ii)  for  a  reason  specified   in clause  (i),  the  Executive is receiving  income replacement benefits  for  a  period  of  not  less  than  three  months  under  a  GENBAND  Entity accident  or  health  plan,  (iii)  a  determination  by  the  Social  Security   Administration  that  the Executive is  totally disabled or (iv) a determination that the Executive is eligible  for disability benefits  under a long-term  disability plan of a GENBAND Entity,  but  only if such  plan bases disability eligibility on criteria  that comply with clauses (i), (ii) or (iii) above.


(e)        "Equity Award'' means a stock option, share option, share award, restricted stock award, restricted stock unit award, partnership unit award, profits interest award, deferred stock award, stock appreciation right or other equity-based compensation award related to the equity securities of any GENBAND Entity.


(f)        "For   Cause"  means,   termination    of   the   employment   of   the Executive by the Company if the Executive is guilty of (i) engaging  in acts in the course of his employment with any  GENBAND  Party  that  constitute theft,  fraud   or  embezzlement,  (ii) intentional   or  negligent  misconduct   which  materially  and  adversely  affects any GENBAND Entity and which is not cured  within thirty (30) days following receipt  of written  notice of such misconduct,   (iii)  unauthorized    disclosure    of   proprietary   information   of   a   material      and confidential   nature  relating  to  any  GENBAND   Entity,  which  unauthorized  disclosure   has  a material  adverse  effect  on  any GENBAND  Entity, (iv)  material   violation  of  any  GENBAND Party policy, agreement or procedure which is not cured  within thirty (30) days following  receipt of  written   notice  of  same, (v)  excessive   absenteeism,  (vi)  material   neglect   of  duty,  (vii)  insubordination or failure to perform and carry out any directive of the Cayman Board, (viii) alcohol or substance abuse, (i x) being convicted of a felony or pleading "no contest" to a felony charge, or (x) failing to cooperate with the GENBAND Entities and/or their professional advisors in any investigation (whether internal or external) or any   formal   legal    or   investigative proceeding.  The determination of whether a termination of the Executive is For Cause shall be made by the Cayman Board or a committee thereof and written notice specifying the reason(s) therefore   shall be delivered    to the Executive as   promptly   as practicable   following such determination.  Notwithstanding any provision hereof   to the contrary   for   purposes   of this Agreement, no act or failure to act on the part of the Executive (other than any act or failure to act which violates any law) shall be considered to be reason for termination For Cause if done, or omitted to be done, by the Executive in good faith and with the reasonable belief that the action or omission was in the best interests of the GENBAND Entities.


(g)     "GENBAND   Entity"   means   the   Company, Holdco, Cayman
Holdings, and, as the context may require, their direct and indirect wholly-owned subsidiaries.


(h)     "GENBAND Principal Entity" means Holdco, Cayman Holdings, or GENBAND LLC.





(i)     "Investment Services" means (i) advising as to the advisability of investing in, purchasing or selling assets held by Cayman Holdings; (ii) managing, acquiring or disposing of assets held by Cayman Holdings; (iii) arranging financing with respect to acquiring assets 








held by Cayman Holdings; or (iv) any activity in support of any service described in the foregoing subsections (i) through (iii) of this definition.


(j)    "Non-Compete   Period” means the   period   beginning    on   the
Termination Date and ending on the twelve (12) month anniversary of the Termination Date.


(k)        "OEP" means (i) One   Equity   Partners III, L.P., OEP III Co- Investors L.P. and OEP II Partners Co-Invest L.P. and OEP GB Holdings (together, the "OEP Holders"), and (ii) any corporation, partnership, limited liability company or other entity that is an affiliate of any OEP Holder (including without limitation any applicable co- invest vehicle).


(1)         "Person" means   an individual corporation, a   company, a voluntary association, a partnership, a joint venture, a limited liability company, a trust, an estate, an unincorporated organization, a governmental authority or other entity.


(m)     "Proprietary Information" means trade secrets, confidential knowledge, data, or any other proprietary information of the GENBAND Entities and each of their subsidiaries or affiliated companies.   By way of illustration  but not limitation, "Proprietary Information" includes (i) inventions,  trade  secrets,  ideas,  processes, formulas,  data,  programs, other  works of  authorship, know-how, improvements, discoveries,  developments, designs, and techniques  relating to the business or proposed  business of the GENBAND Entities and that were learned or discovered  by the Executive during the term of his employment with the GENBAND Parties,  except as expressly  permitted  by the Cayman Board  during the  term of the Executive's employment, at  the  time  of  the  Executive's  termination,  or  subsequent  to  the  Executive's termination;  (ii) information   regarding   plans  for   research, development,  new   products  and services,  marketing  and  selling,  business  plans,  bud gets and  unpublished  financial statements, licenses,  prices  and  costs,  suppliers,  and  customers  that  were learned or  discovered   by  the Executive during  the term  of his employment  with  the GENBAND  Parties,  except  as expressly permitted  by the Cayman  Board  during the term  of the Executive's employment, at the time of the Executive's  termination, or subsequent to the Executive's  termination; and (iii) information regarding the skills and compensation of other employees of the G ENBAND  Parties.


(n) “Section 409A" means Section 409A of the Code, as amended, and the Department of Treasury Regulations and other interpretive guidance issued thereunder.


(o)        "Separation from Service Date" means the date of termination of the Executive’s employment (within   the meaning of the Department of Treasury Regulation
1.409A-l(h)(l)(ii)).


(p)       "Specified   Employee" means a key employee of a GENBAND Entity, within the meaning of the Department   of Treasury Regulations 1.409A-1(i), on the individuals Separation from Service Date.   The determination of whether the Executive i s a Specified Employee shall be made by the Cayman Board (or its designee) in accordance with the terms of Section 409A and applicable guidance thereunder (including, without limitation, the Department of Treasury Regulation l.409A-1(i) and any successor provision thereto).











(q)     "Termination   Date" means the date of the termination of the
Executive's employment.


2.          Employment. Effective as of August 12, 201 3 (the "Effective Date"), the Company hereby agrees to employ the Executive as an employee and an executive officer of the Company, and the Executive   hereby agrees to remain in the employ of the Company as an employee and an executive officer, for the Employment Term (as defined in Section 3) on the terms and conditions set forth in this Agreement.   The Executive shall serve as President and Chief Executive Officer of the Company, and shall also serve as President and Chief Executive Officer for each of the other GENBAND Parties.   The Executive shall have such authority and responsibilities as are consistent with the offices from time to time held by him; provided, however, that in no event shall the Executive's authority and responsibilities include providing any Investment Services with respect to the assets   held (directly or indirectly) by Cayman Holdings.  During the term of this Agreement, the Executive shall serve each GENBAND Party faithfully and to the best of his ability, and devote his full time, attention and efforts to the business and affairs of the collective GENBAND Parties   during normal business hours (and outside normal business hours as reasonably required).


3.         Term.    Subject to the provisions of Section 10 of this Agreement, the Executive shall be employed by the Company and hold the executive officer positions with the Company and the other GENBAND Parties for a period (the "Employment Term") commencing on August 1 2, 2013 and ending on Jul y 1, 2015, on the terms and subject to the conditions set forth in this Agreement; provided, however, that commencing with Jul y 1, 201 5 and on each July l thereafter (each, an "Extension Date"), the Employment Term shall be automatically extended for an additional one-year period, unless the Company or Executive provides the other party hereto 90 days’ prior written notice before the next Extension Date that the Employment Term shall not be so extended.  For the avoidance of doubt, the Employment Term shall include any extensions of the term of the Executive's employment pursuant to this Section 3.


4.          Location.   The Executive shall be based in, and shall perform his duties in, the New York metropolitan area.    The Executive shall, however, travel to Dallas, Texas and other locations as may be reasonably required for the performance of his duties   under this Agreement.


5.         Compensation and Benefits.  During the Employment Term, the Company shall provide the following compensation and benefits to the Executive:


(a)         Base Salary.    The Company shall pay to the Executive a base salary at the rate of not less than $850,000.00 per annum (“Base Salary").  Such Base Salary shall   be   pa id   in equal    installments on   the Company’s regular pay roll dates   during the Employment Term.  The Executive's Base Salary shall be reviewed annually.


(b)     Bonuses and Incentive Compensation.


(i)         With respect to each full fiscal year during the Employment Term, the Executive shall be eligible to earn an annual bonus award (an "Annual Bonus") based upon the achievement of an annual targets established by the Cayman Board.   The Executive’s











target-level Annual Bonus shall be equal to $400,000; provided that, because the Annual Bonus award is subject to the attainment of performance criteria, it may be paid, to the extent earned or not earned, at below target levels, or above target levels.   Subject  to the Executive's continued employment through  the applicable  bonus payment date, the Annual  Bonus, if any, shall be paid to  the  Executive as  soon   as  reasonably   practicable   following  the  date  on  which  Cayman Holding's financial  statements for  the fiscal  year to which  such  Annual  Bonus  relates  are  no longer subject to material  modification  (as determined  in the good faith discretion  of the Board), but  in  no  event  later  than   10  business  days  following Cayman   Holding's  receipt  from  its independent auditors of the audited  financial statements  for the fiscal  year to which such Annual Bonus  relates.   To the extent permitted pursuant to the preceding sentence, the applicable bonus payment date shall be the date on which similar annual bonuses are paid to similarly-situated employees of the GENBAND Parties.   Notwithstanding the foregoing, the Executive's Annual Bonus for fiscal year 2013, if any, shall not be prorated during the first year of the Executive's employment under this Agreement.


(ii)       The Executive shall be eligible to participate in bonus or performance based incentive compensation plans that are established by the GENBAND Parties for their other senior executives.


(c)        Benefits.     The Executive shall be entitled to participate in all employee benefit plans or programs established  by the GENBAND Entities from time to time that are generally provided to other senior executives of the Company or the other GENBAND Parties to the extent that he is eligible to participate.   The Executive’s participation in any such plan or program shall be subject to the provisions, rules and regulations applicable to such plan or program.    Without limiting the generality of the foregoing, the Executive shall be provided with coverage for medical, disability and term life insurance to the extent it is available at a reasonable cost from reputable providers.   In the event that any of the perquisites provided by the Company to the Executive subject the Executive to any tax liability, the Company agrees to pay the Executive an amount of cash equal to such tax liability and an additional amount of cash equal to the tax liability that the Executive will be subject to as a result of the total cash payment described in this sentence.


6.         Vacation.   During the Employment Period, the Executive shall be entitled to at   least twenty (20) days of paid time off annually in accordance with the Company’s applicable vacation policy, scheduled in a manner reasonably acceptable to the Company.


7.          Expenses.   The Company shall pay or reimburse the Executive for all reasonable and necessary   out-of-pocket expenses incurred by him in the performance of his duties under this Agreement, subject to the presentment of appropriate vouchers in accordance with the Company's normal policies for expense verification.


8.     GENBAND   Holdings    Equity.     The     Executive     shall    be     granted
188,236,789 Class E Shares under the GENBAND Holdings Company 2013 Equity Incentive Plan (the "Plan"), subject to adjustment as will be set forth in the Class E Share Agreement (the "Share Agreement"). Except as otherwise provided in this Agreement, the terms of this grant will be set forth in the Plan (the "Plan") and the Share Agreement.











9.          Key    Contributor   Bonus.        The    Company (or    another    appropriate GENBAND Party) shall pay the Executive a key contributor bonus pursuant to that certain Key Contributor Bonus Agreement, dated as of the date hereof, subject to the terms and conditions therein.


10.    Termination.


(a)        The Executive’s employment may be terminated by the Company at any time and for any reason.   If the Executive's employment is terminated by the Company (other than For Cause or as a result of the Executive's death or Disability), the Executive will be entitled to the compensation and benefits provided under Section 11 hereof.


(b)        The Executive may terminate his employment with the Company at any time and for any reason.   Upon the occurrence of one or more of the following events (hereinafter, a "Good Reason") (regardless of whether any other reason for such termination exists or has occurred, including without limitation, other employment), the Executive   may terminate   his employment with   the Company   and   receive   the compensation and   benefits provided under Section 11 hereof:


(i)         (A) A  material  diminution   in  the  nature  or  scope  of  the authorities, powers,  functions, responsibilities or duties  attached  to the  position(s)  held  by the Executive  (including  without  limitation, a change  in offices,  titles, scope of the business or other activities  for  which  the  Executive  is  responsible  for  the  Company  or  any  other  GENBAND Party); or (B) a material  reduction  i n the Executive's Base Pay, except  in cases where any such reduction  is applicable to substantially all executive officers  of the Company in substantially the same manner  and to substantially the same  degree;  or (C) the termination, elimination or denial of the Executive's rights  to material  employee benefits  or any material  reduction in the scope or value  thereof  (in  the  case  of  any  such   reduction,  with  scope   and  value  considered   in  the aggregate), except   in cases   where  any  such  termination,  elimination, denial  or  reduction  is applicable   to  substantially  all  executive officers   of  the  Company   in  substantially  the  same manner and to substantially the same degree; or


(ii)        Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any other GENBAND Party or any successors thereto.


(c)        A termination of the Executive’s employment for Good Reason shall not be deemed to occur unless the Executive (i) provides written notice to the Company, or any successor, of the existence of the occurrence of an event or condition described in Section 10(b) not later than 60 days after the initial existence of the event or condition, which notice shall provide  the Company, or  any  successor, a  period  of  at  least  30  days  to  remedy the event or condition  before a Good Reason  basis for termination  shall exist hereunder and (ii) terminates  his employment for Good Reason  based on the event or condition  described in Section 10(b) prior to the second  anniversary following the initial existence of such event or condition.


(d)     Notwithstanding Sections 10(b) and (c), a termination of the
Executive's employment by the Executive for any reason (and without regard to the procedural











requirements in Section 10(c)) at any time following a Change in Control shall be deemed a termination by the Executive for Good Reason pursuant to Section 10(b) for purposes of this Agreement.


(e)        A termination by the Company pursuant to Section 10(a) or by the Executive for Good Reason pursuant to Section 10(b) will not affect any rights the Executive may have pursuant to any agreement, policy, plan, program or arrangement of any GENBAND Entity providing employee benefits, which rights shall be governed by the terms thereof.


11.     Severance.


(a)        Subject to Section 12, if the Company terminates the Executive's employment (other than For Cause or as a result of the Executive’s death or Disability) pursuant to Section 10(a), or the Executive terminates his employment   for Good   Reason pursuant to Section 10(b):


(i)    The Company shall (subject to Section 11(b) below):


(A)       pay or cause to be paid to the Executive a lump-sum payment, within ten (10) calendar days of the Termination Date, in an amount equal to the sum of (x) any unpaid Base Pay through the Termination Date, (y) payment in respect of any accrued but unused paid time off or sick pay, and (z) payment in respect of any business expenses reimbursable under Section 7 of this Agreement that have been incurred but not reimbursed prior to the Termination Date;


(B)       pay or cause to be paid to the Executive an amount equal  to the sum of (I) 100%  of the Executive's Base Pay in effect on the Termination  Date (or in  effect  immediately   prior   to  any   reduction   contemplated   by  Section 10 (b)(i)(B) hereof, whichever  is higher) and (II) $400,000, such sum payable in twelve (12) monthly installments on the Company's  last  payroll  date of each  of the first twelve (12) calendar  months commencing immediately following the 60th day following the Termination Date; and


(C)       pay or cause to be paid to the Executive, under all circumstances, any other compensation or benefits which may be owed or provided to or i n respect of the Executive in accordance with the terms and provisions of any plans or programs of the GENBAND Entities (the applicable payments under this Section 11 (a) collectively, the "Severance Payment); provided, however , that  if the Executive  is a Specified Employee,  except to the extent  that any amounts   payable   to  the   Executive  as   a  Severance   Payment   are   not  treated   as  deferred compensation   under  Section   409A,  such  as,  for  example, certain   payments  pursuant  to  a separation  pay  plan,  the  Severance  Payment  shall  not  be  provided  to  the  Executive  until  the earlier of (I) the expiration of the six-month  period  measured from the Separation  from Service Date and (II) the date of the Executive's death.  All payments delayed pursuant to this paragraph shall be pa id, with interest thereon calculated at the "prime rate," as quoted from time to time during the relevant period in the Southwest Edition of The Wall Street Journal, on the first day of the seventh month following the Executive's Separation from Service Date (or 



the date of the Executive's death, if earlier), and all remaining payments due pursuant to this Agreement shall be pa id as otherwise provided herein;


(ii)       The Executive shall  be  entitled  to  reimbursement  for, or payment by or on behalf  of the GENBAND  Entities or any successor  entities of, the premium cost  for  such   group   health   plan  coverage  for  which  the  Executive  is  entitled   under  the Consolidated Omnibus  Budget  Reconciliation  Act of 1985 as amended  ("COBRA") (and which the Executive properly and timely elects to receive with respect  to the Executive or any Qualified Beneficiary  (as defined  in COBRA)  whose continued  coverage  under such  GENBAND  Entity group health plan is continued and whose coverage derives from being the spouse or a dependent of  the Executive) for so  long as the  Executive or, as appropriate, such  Qualified  Beneficiary, remains eligible  for continuation coverage  as contemplated pursuant to COBRA and the relevant group  health plan of the GENBAND  Entities, but i n no event  longer  than twelve  (12)  months (such period of continued  coverage,  the "Continuation Period'').  The GENBAND Parties shall at the same time as any such action (including   payment of any reimbursement) make any payment that may be necessary to ensure that the Executive's after-tax position with respect to any health and welfare benefits or cash payments received pursuant to this Section 11(a)(ii) is not worse than the Executive's after-tax position in the event such benefits had been provided to the Executive while he was employed by the Company.   Any such reimbursement or in-kind benefits provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive's taxable year following the taxable year in which the expenses are incurred, and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such reimbursements.    The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and the Executive’s right to such reimbursement or payment of any such expenses will not be subject to liquidation or exchange for any other benefit.   Any tax gross-up payment provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive’s taxable year following the taxable year in which the Executive remits the related taxes, and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such tax gross-ups; and


(iii)      If such termination of  the Executive's  employment  occurs within  twelve (12) months after a Change in Control, notwithstanding anything to the contrary  in any applicable equity  award  agreement  or equity plan, each  Equity Award  (including, but not limited to, any Equity Awards of Cayman Holdings, including the Class E Shares) granted to the Executive that is outstanding as of the Termination  Date shall, without  further  action,  become immediately fully vested,  any automatic  repurchase  rights will fully  lapse, and all  restrictions with respect  thereto  shall  lapse  to the extent  such Equity Awards  have  not otherwise vested, automatic  repurchase  rights  have not lapsed, or any other restrictions  with respect thereto have not otherwise lapsed on or prior to the Termination  Date.


(b)        The GENBAND Parties' obligations pursuant to this Section 11 shall be conditioned upon (i) the Executive's termination of employment constituting a "separation from service" within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations and (ii) the Executive's execution and delivery of a release, in substantially the form attached hereto as Exhibit A, on or prior to the 60th day following the Termination Date, which has not been revoked by the  Executive prior to, and cannot be revoked by the Executive after, such 60th day.   Further, for purposes of Section 409A, the Executive's right to receive installment payments pursuant to this Section 11 shall be treated as a right to receive a series of separate and distinct payments.










(c)        Notwithstanding any other provision of this Agreement   to the contrary, the parties' respective rights and obligations under this Section 11 and under Sections 12 through 30 will survive the expiration of this Agreement, any expiration of the Employment Term and the termination of the Executive's employment for any reason whatsoever.


12.     Certain Additional Benefits and Payments by the GENBAND Parties.


(a)        To the extent permitted   under applicable law, the GENBAND Parties shall use their commercially reasonable efforts to obtain shareholder approval in a manner consistent with Section 280G of the Code upon a change in ownership or control (within the meaning of Section 280G) of any GENBAND Entity that results in the Executive receiving payments that would result in an excess parachute payment (within the meaning of Section 280G) as a result of such change in ownership or control, and the Executive shall reasonably cooperate with the GENBAND Parties in connection therewith.


(b)        Immediately prior  to the occurrence of a Change  in Control  (and subject   to  the  consummation  of  such   Change   in  Control),   notwithstanding  anything   to  the contrary in any applicable equity award agreement  or equity plan, each Equity  Award granted  to the Executive that  is outstanding as of  the date  of such Change  in Control  (including, but not limited  to, any Equity  Awards  of Cayman  Holdings, including  the Class E Shares), shall, without further  action, become  immediately vested  and/or  any automatic  repurchase rights will  lapse, as to fifty  percent  (50%)  of  the equity  or  equity-based interests  of each  such Equity Award  that have  not otherwise  vested  and/or  for  which  automatic repurchase  rights have  not  lapsed  as of such date,  and  all  equity  or  equity-based  interests  underlying  the  Equity Awards  that  remain unvested  and/or  for  which  automatic  repurchase rights  have  not  lapsed  shall  continue  to vest and/or lapse according to the terms of the applicable Equity Award.


13.     Confidentiality.


(a)        Confidential Information.  The Executive acknowledges and agrees that during his employment with the Company, he will have access to and acquire Confidential Information regarding the business of the GENBAND Entities that is not generally available to the public.   In order to assist the Executive with his duties, the GENBAND Parties promise to provide the Executive with Confidential Information regarding the business of the GENBAND Entities that is not generally available to the public and that, if disclosed, could put the Company at   an   unfair   competitive disadvantage.     For   purposes   of   this   Agreement,  "Confidential Information"  means   any   information  or  material   (i)  generated,  collected,  or  used  by  any GENBAND Entity that relates to its actual or anticipated  business or research  and development, or (ii) suggested by or resulting from work assigned  to and/or performed  by the Executive for or on  behalf  of  any  GENBAND  Entity,   including   without   limitation  Proprietary information, information  and  materials  relating  to  their  financial   performance,   financial   statements  and reports, "financial  projections, accounting   methods  and  information,  business   plans,  strategic plans,  plans regarding  their  future  growth, development  and  projects, marketing plans, sales methods and strategies, products, pricing strategies, price lists, customer  contacts, customer lists, customer    information   ( including,    without    limitation,   customer    methods    of    operation, requirements, preferences and  history  of dealings  with  the GENBAND Entities),  vendor  lists, vendor information  (including,  without  limitation, their history of dealings  with the GENBAND Entities),   employee   files,  employee  compensation, skills,  performance and  qualifications   of personnel of the GENBAND Entities, trade secrets,  inventions (whether  patented  or unpatented), copyrights,  service   marks,   know-how,   al








gorithms,   computer   programs,   computer   code  and related  documentation, processes,  methods,  formulas, research, development, licenses,  permits, and  compilations  of  any  of  the  foregoing  information   relating  to  the  actual  or  anticipated business of the GENBAND Entities.   The Executive agrees and acknowledges that substantial time, labor, skill and money have been and will be invested in developing the Confidential Information and that the protection and maintenance of this Confidential Information constitute legitimate interests to be protected by the GENBAND Entities and by the covenants set forth in this Section 13 and in Section 14.


(b)       Non-Disclosure.    As  a  material  inducement  to  the  GENBAND Parties to enter into this Agreement,  and  to  pay  to the Executive  the compensation  set  forth herein,  the Executive  agrees  that, both during  the Executive's  employment  with the Company and  at any time  thereafter, the Executive  shall  preserve  in strictest confidence,  and  shall  not disclose, copy or take away,  either directly or indirectly, or use for the Executive's own benefit or the benefit of any third party, any Confidential Information of the GENBAND Entities, or any confidential  or proprietary  information  or material  received  by the GENBAND Entities, except as  required   in  the  ordinary  course   of  the  Executive's  employment for  the  benefit  of  the GENBAND Entities.    All documents, records,  fi les,  computer  programs, electronic  data,  and tangible items and materials containing  or embodying any Confidential  Information,  including all  copies  thereof,  whether  prepared  by  the  Executive or  by  others,  are  the  property  of  the applicable GENBAND  Entity and shall immediately be returned to such GENBAND Entity upon termination of the Executive's employment with the Company (voluntary or otherwise), or at any time upon a GENBAND Entity's request, and no copies thereof shall be kept by the Executive.


(c)        Non-Disclosure of Confidential Information of Third Parties.  The Executive shall not use or disclose to other employees of any GENBAND Entity, during or following his employment with the Company, confidential information belonging to any third parties unless written   permission   has been given   by such   third   parties   to the applicable GENBAND Entity, and been accepted by such GENBAND Entity, to a low the GENBAND Entity to use and/or disclose such information. The Executive shall indemnify an y GENBAND Entity for any losses, costs or damages that result from any breach of the covenant contained in the preceding sentence.


		
	14. 
	Non-Competition and Non-Solicitation. The Executive agrees as follows:




		
	(a) 
	Non-Competition.  For purposes of this Section 14, a "Competitive


Business" shall  mean Sonus Networks, Inc.,   the   Acme   Packet   business   unit of Oracle Corporation, Metaswitch Networks, BroadSoft, Inc.   or   any   Person, firm, corporation, partnership, association or other entity the majority of the business of which is related to Session Border Controllers (SBCs), Softswitches, Media Gateways or unified communication platforms.











The Executive acknowledges that the services the Executive is to render are of a special and unusual character  with a unique value to the GENBAND Parties, the loss of which cannot adequately   be compensated by damages in action at law.   In view  of  the unique  value  to the GENBAND Parties of the services of the Executive,  in consideration  of the GENBAND Parties' agreement   to  provide   the  Executive   with  Confidential  Information   and  other  consideration specified  herein,  and  as  a  material  inducement  for  the  GENBAND   Parties  to enter  into this Agreement,  the Executive agrees  that, during  the  term of  the Executive's employment   with a GENBAND Party, and during the Non-Compete Period,  for whatever  reason, the Executive shall not,  within  North  America,  Europe  or  the  area  commonly  called  the  "Asia-Pacific" region, directly  or indirectly:


(i)         provide personal services, as an officer, director, executive, manager, employee, consultant, advisor, independent contractor or otherwise, to a Competitive Business; or


(ii)       offer, develop, or provide any products or services that would constitute a Competitive Business.


(b)        Non-Solicitation.     For   purposes   of   this Section  14, the term "Customer" shall mean any Person, firm, corporation, partnership, association or other entity to which any GENBAND Entity provided, or took active steps to attempt to provide, products or services during the twelve (12) months prior to the Termination Date with respect to which the Executive possesses information   that i s proprietary or confidential to any GENBAND Entity. During the term of the Executive's employment with a GENBAND Party and during the Non­Compete Period, for whatever reason, of such employment, the Executive shall not, on behalf of any Competitive Business, directly or indirectly:


(i)        take any action to, or do anything reasonably intended to divert business from any GENBAND Entity or any of their subsidiaries, solicit any Customer or prospective Customer of any GENBAND Entity, or influence or attempt to influence any existing or prospective Customers of any GENBAND Entity to cease doing business with a GENBAND Entity; or


(ii)       hire, employ, solicit for employment, or attempt to hire, employ, or solicit for employment any employee of any GENBAND Entity or any of its subsidiaries.


(c)        Judicial Amendment.   The GENBAND Parties and the Executive acknowledge the reasonableness of the agreements set forth in subsections (a) and (b) of this Section 14, including the reasonableness of the geographic area, duration of time and scope of activity restrained that are specified in this Section 14.  The Executive further acknowledges that his skills are such that he can be gainfully employed in noncompetitive employment and that the agreement not to compete will in no way prevent him from earning a living.  Notwithstanding the foregoing, if it is judicially detern1ined that any of the limitations contained in subsections (a) or (b) of this Section 14 are unreasonable, illegal or offensive under applicable law(s) (statute, common law or otherwise) and may not be enforced as herein agreed, the Executive and the GENBAND Parties agree that the unreasonable, illegal, or offensive portions of 











subsections (a) and (b) of this Section 14 shall be and hereby are redrafted to conform with those applicable laws, while leaving the remaining portions of subsections (a) and (b) of this Section 14 intact. By agreeing  to this contractual  modification prospectively at this time, the Executive and the GENBAND Parties intend to make the agreements contained in subsections  (a) and (b) of this Section 14, including but not limited to the covenant not to compete contained in subsection (a) of  this  Section  14, legal  under  the  law(s)  of  all  applicable  jurisdictions  so  that  the  entire agreement not to compete and/or this entire Section 14 as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal.  Such modifications shall not affect any payments made to the Executive under this Agreement.


(d)       Notice to Prospective or Subsequent Employers.    The Executive shall notify any Person or entity employing the Executive after the Termination Date, or evidencing an intention of employing the Executive after the Termination Date, of the existence and provisions of subsections (a) and (b) of this Section 14 of this Agreement.  In addition, the Executive agrees that the GENBAND Parties may notify any Person or entity employing the Executive or evidencing an intention of employing the Executive of the existence and provisions of this Agreement.


15.    Inventions.


(a)     Assignment of Inventions.


(i )        The Executive hereby assigns to GENBAND  LLC all his right, title, and interest in and to any and all inventions (and all patent rights, copyrights, trade secret  rights,  and  all  other  rights  throughout  the  world  ("Proprietary  Rights")   with  respect thereto), whether or not patentable or registrable under copyright or similar  statutes, that were made or conceived or reduced to practice or learned by the Executive, either alone or jointly with others,  (i)  at  the  direction  of  the  GENBAND  Entities,  (ii)  during  the  performance  of  the Executive's duties of employment, (iii) on a GENBAND Entity's  time, (iv) using a GENBAND Entity's equipment, materials, supplies,  facilities or Proprietary Information, or (v) that, at the time  of  conception  or  reduction  to  practice  of  the  invention,  relate  to  the  business  of  a GENBAND Entity as conducted (or as proposed to be conducted) or the actual or demonstrably anticipated research or development of a GENBAND Entity, during the period of the Executive's employment  with the GENBAND  Parties ("Inventions").  The only inventions excluded from this provision are those which are set forth in Exhibit B to this Agreement, or the assignment of which are prohibited pursuant to applicable law.


(ii)       The Executive acknowledges that all original works of authorship that are made   by him (solely or jointly with others) during the term of his employment with the GENBAND Parties and that are within the scope of his employment and protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act (1 7 U.S.C. § 101).  Inventions assigned to GENBAND LLC by this Section 15(a) are hereinafter referred to as "Company Inventions."


(iii)      The    Executive    acknowledges    and    agrees    that    the GENBAND Entities are not obligated to commercialize any Company Invention, and that if the Executive desires to independently   commercialize   any of said   Company   Inventions, the











Executive must request and obtain a written license from GENBAND LLC beforehand, which license request may be declined by GENBAND LLC in their sole discretion.


(b)      Enforcement of Proprietary Rights.      During the Executive's employment and after his separation from GENBAND Parties for any reason whatsoever, the Executive agrees that:


(i)         The Executive will assist the GENBAND Entities in every proper way to obtain and from time to time enforce United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end the Executive will execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the GENBAND Entities may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, the Executive will execute, verify, and deliver assignments of such Proprietary Rights to the GENBAND Entities or their designees.   The Executive's obligation to assist the GENBAND Entities with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of the Executive's employment, but the GENBAND Entities shall compensate the Executive at a reasonable rate after his termination for the time actually spent by him at the GENBAND Entities' request on such assistance. In addition, the GENBAND Entities will provide the Executive with reasonable notice of the need for assistance when feasible and agrees to schedule such assistance in such a manner as not to interfere with any alternative employment obtained by the Executive when possible.


(ii)       In  the event  the  GENBAND Entities  are  unable  for  any reason,  after  reasonable effort,  to secure  the Executive's signature  on  any document  needed  in connection  with   the  actions  specified   in  the   preceding   paragraph,   the  Executive   hereby irrevocably  designates  and appoints  GENBAND LLC and its duly authorized officers and agents as the Executive's agent  and attorney  in fact, to act for and in the Executive's behalf to execute, verify, and  file any  such  documents and  to do  all other  lawfully permitted  acts  to  further  the purposes of the preceding  paragraph  thereon  with the same legal force and effect  as if executed by the Executive.  The Executive hereby waives and quitclaims to the GENBAND Entities any and all claims, of any nature whatsoever, that the Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the GENBAND Entities.


(c)        Obligation to Keep GENBAND Entities Informed.     During the period of the Executive's employment, the Executive will promptly disclose to the GENBAND Entities fully and in writing and will hold in trust for the sole right and benefit of the GENBAND Entities any and all Company Inventions.   In addition, the Executive will disclose all patent applications filed by him during the three (3) years after termination of his employment with the GENBAND Parties.


(d)        Prior Inventions.   Inventions, if any, patented or unpatented, that the Executive made prior to the commencement of his employment with the GENBAND Parties are excluded   from the scope of this Agreement. To preclude any possible uncertainty, the Executive has set forth on Exhibit B attached hereto a complete list of all Inventions that he has, alone or jointly with others, conceived, developed, or reduced to practice   or caused to be conceived, developed, or reduced to practice prior to commencement of his employment with the GENBAND Parties, that he consider to be his property or the property of third parties and that he wishes to have excluded from the scope of this Agreement.  











If disclosure of any such Invention on Exhibit B would cause the Executive to violate any prior confidentiality agreement, the Executive understands that he is not to list such Inventions in Exhibit B but is to inform the GENBAND Entities that all Inventions have not been listed for that reason.


16.        Representations   of the   Executive and   the   Company.     The Executive represents that his execution of this Agreement, and performance of the Executive's obligations hereunder, will not conflict with, or result in a violation of or breach of, any other agreement to which the Executive is a party or any judgment, order   or decree to which   the Executive is subject.   The Executive certifies that he has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude the Executive from complying with the provisions hereof, and further certifies that he will not enter into any such conflicting agreement while employed by the Company.


17.        Remedies.   The Executive acknowledges that his abilities and the services he will   provide to the   GENBAND Parties are   unique   and   that   his failure to perform his obligations under Sections 13 and 14 of this Agreement would cause the GENBAND Parties irreparable harm and injury.  The Executive further acknowledges that damages at law will not be an adequate remedy for breach of the covenants contained in Sections 13 and 14, and that the only adequate remedy is one that would prevent him from breaching the terms of Sections 13 and 14.   As a result, the Executive and  he  GENBAND Parties agree that  the  GENBAND Parties' remedies may  include specific performance, a  temporary  restraining  order,  preliminary  and permanent injunctive relief, or other  equitable relief  against any  threatened or  actual   breach  of Sections 13 or 14 by the Executive.  The termination of the Executive for any reason shall not be deemed a waiver by the GENBAND Parties of any breach by the Executive of this Agreement or any other obligation owed to the GENBAND Parties, and notwithstanding such a termination, the Executive shall be liable for all damages attributable to such a breach.  Nothing contained in this Section 17 shall   prohibit the GENBAND Parties from   seeking and   obtaining any other remedy, including monetary dan1ages, to which it may be entitled.


1 8.       Non-Disparagement.  The Executive agrees not to, directly or indirectly, either orally or in writing, disparage any other   patty   hereto   or any of their respective equity holders, affiliates, directors, managers, officers, employees, agents or representatives, or any of their respective financial conditions or operations, or any of their respective products, services or practices.  The GENBAND Parties agree to instruct their officers and directors not to, directly or indirectly, either orally in writing, disparage the Executive.


19.       No Mitigation Obligation.   The GENBAND Parties hereby acknowledge that it will be difficult and may be impossible for the Executive to find reasonably comparable employment within a reasonable time period following the Termination Date.    In addition, the GENBAND Patties acknowledge that the GENBAND Entities' severance pay plans and policies applicable in   general to   their   respective salaried employees typically do   not   provide for mitigation, offset or reduction of any severance payments received thereunder.  Accordingly, the payment of the severance compensation by or on   behalf   of the GENBAND Parties to the Executive in accordance with   the terms   of this   Agreement is hereby acknowledged by the GENBAND Parties to be reasonable, and the Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor will any profits, income, earnings or other benefits from any source whatsoever create any m








itigation, offset, reduction or any other obligation on the part of the Executive hereunder or otherwise.


20.       Employment Rights.  Nothing expressed or implied in this Agreement will create any right or duty on the part of the GENBAND Parties or the Executive to have the Executive remain in the employment of any GENBAND Entity at any time, including, without limitation, prior to or following any Change in Control.  Any event or occurrence described in Section 10(b)(i) or (ii) hereof following the commencement of a discussion with a third person that ultimately results in a Change in Control shall be deemed to have occurred after a Change in Control for the purposes of Section 11(a)(iii) of this Agreement.


21.       Withholding of Taxes.   The Company shall be entitled to withhold from any amounts payable under this Agreement all federal, state, city or other taxes that the Company is required to withhold pursuant to any law or government regulation or ruling.


22.     Successors and Binding Agreement.


(a)        The GENBAND Parties will require any successor (whether direct or   indirect, by   purchase, merger, consolidation, reorganization   or   otherwise) to all or substantially all of the business or assets of the respective GENBAND Parties, expressly to assume and agree to perfom1 this Agreement in the same manner and to the same extent the GENBAND Parties would be required to perform if no such succession had taken place.  This Agreement  will be binding  upon and  inure  to the benefit of the GENBAND  Parties and any successor  to  the  respective   GENBAND   Parties,  including  without  limitation  any  Persons acquiring directly or indirectly all or substantially all of the business or assets of a GENBAND Party  whether  by  purchase,   merger,  consolidation,   reorganization  or  otherwise  (and  such successor shall thereafter be deemed a "GENBAND Party" for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by a GENBAND Party other than to a subsidiary or affiliate of the such GENBAND Party.


(b)       This Agreement will inure to the benefit of and be enforceable by the Executive and the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees.


(c)       This Agreement is personal in nature and none of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 22(a) and 22(b).  Without limiting  the generality  or  effect  of  the foregoing, the Executive's  right  to  receive  payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than  by a transfer by the Executive's  will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 22(c), the GENBAND Entities shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.











23.       Notices.      For  all  purposes   of  this  Agreement   (except   as  otherwise expressly   provided   in  this  Agreement   with  respect   to  notice  periods),  all  communications, including without limitation, notices, consents, requests or approvals, required or permitted  to be given  hereunder  will  be  in writing,  and  will  be deemed  to  have  been  duly  given  when  hand delivered   or   dispatched   by  electronic   facsimile   transmission   (with   receipt   thereof   orally confirmed),  or ten business days after having been mailed by United States registered or certified mail , return receipt requested, postage  prepaid, or five business days after  having been sent by a nationally  recognized overnight courier service such as Federal Express or UPS, addressed  to the Company (for  the GENBAND  Parties)  at 2801 Network  Boulevard,  Suite  300,  Frisco, Texas 75034 (to the attention of the General Counsel of the Company) and to the Executive at the Company's address, with a copy to the Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt.


24.       Governing   Law.        The    validity, interpretation, construction     and performance of this Agreement will be governed by and construed   in accordance   with the substantive laws of the State of New York, without giving effect to the principles of conflict of laws of such State or any other jurisdiction.


25.       Validity.   If any  provision  of  this Agreement  or  the application  of  any provision  hereof  to  any  Person  or  circumstances is  held  invalid,  unenforceable  or  otherwise illegal,  the  remainder  of  this  Agreement  and  the  application  of  such  provision  to  any  other Person   or  circumstances will not  be  affected,  and   the   provision   so   held  to   be  invalid, unenforceable   or  otherwise   illegal will be  reformed   to  the  extent  (and  only  to  the  extent) necessary to make it enforceable, valid or legal.


26.       Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the GENBAND Parties.  No waiver by any party hereto at any time of any breach by another party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by any party which are not set forth expressly in this Agreement.   References to Sect ions are to references to Sections of this Agreement.  For the avoidance of doubt, the parties acknowledge and agree that the Company shall be the legal  employer of the Executive and this Agreement shall be interpreted accordingly.


27.       Arbitration.      Any dispute, controversy   or claim arising out of or in connection with or relating to this Agreement or any breach or alleged breach thereof shall be submitted to and settled by binding arbitration in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (or at any other place or under any other form of arbitration mutually acceptable to the parties so involved).  Any dispute, controversy or claim submitted for resolution shall be submitted to one neutral arbitrator agreed to by the parties, who shall have the authority to render a decision in terms of findings of fact and conclusions of law.  No arbitration shall be commenced after the date when institution of legal or equitable proceedings based upon such subject matter would be barred by the applicable 











statute of limitations.  Any party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, to enforce an arbitration award, and to vacate an arbitration award.  However, in actions seeking to vacate an award the standard of review to be applied to the arbitrator's findings of fact and conclusions of law will be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury.  The parties agree that in any arbitration commenced pursuant to this Agreement, the parties shall be entitled to such discovery (including depositions, requests for the production of documents and interrogatories) as is allowed by the arbitrator after the arbitrator hears arguments for and against limits which shall be imposed on discovery by each party in arbitration.  The arbitrator shall have full power and authority to limit discovery.   In the event that any party fails to comply with its discovery obligations hereunder, the arbitrator shall have full power and authority to compel disclosure or impose sanctions to the full extent of Rule 37, Federal Rules of Civil Procedure.   Unless the parties agree otherwise, the parties, the arbitrator, and the American Arbitration Association shall treat the arbitration proceedings, any related discovery, and the decision of the Arbitrator, as confidential, except in connection with judicial proceedings ancillary to the arbitration, such as a judicial challenge to, or enforcement of, an award, and unless otherwise required by law to protect a legal right of a party.   To the extent possible, any specific issues of confidentiality should be raised with and resolved by the neutral arbitrator.   The arbitrator(s) shall, in their award, allocate between the parties the costs of arbitration, which shall include reasonable attorneys' fees of the parties, in such proportions as the arbitrator deems just.  The GENBAND Parties shall pay the arbitrator's fees and expenses.


28.        Section 409A.   The GENBAND Parties and the Executive acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A, including without limitation any such regulations or other guidance that may be issued after the date hereof.  Notwithstanding any provision of this Agreement to the contrary, in the event that the GENBAND  Parties and  the Executive  determine that any compensation  or benefits payable or provided  hereunder may be subject to Section 409A, the GENBAND Parties and the Executive agree to cooperate in taking all reasonable measures  to amend or modify this Agreement, including amendments  with retroactive effect, that the GENBAND  Parties and the Executive reasonably determine are  necessary or appropriate to minimize or avoid any adverse tax treatment under Section 409A without materially impairing the Executive's economic rights; provided, however, that the GENBAND  Entities shall in no event be obligated to provide the Executive with any payment in connection with (or otherwise indemnify the Executive for) any taxes imposed on the Executive pursuant to Section 409A.


29.       Counterparts.      This   Agreement   may   be executed   in one or   more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.


30.       Entire Agreement.  This Agreement and any agreements referenced herein set forth the entire agreement of the parties concerning the subject matter hereof and supersedes all prior agreements, arrangements and understandings with respect to such subject matter.


[Remainder of page intentionally left blank-- signature page follows.]











IN WITNESS WHEREOF, the patties have caused this Agreement to be duly executed and delivered as of the date first above written.


GENBAND MANAGEMENT SERVICES CORP.








Name: Title:






GENBAND US LLC








Name: Title:






GENBAND HOLDINGS COMPANY












Name: Title:






GENBAND INC.












Name: Title:














                                   /s/ David A. Walsh
                                   David A. Walsh




Signature Page for Employment Agreement for David Walsh