exv10w41



 






    Exhibit 10.41



 


	 	 	 	 	 	 
	
     
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
    Veraz Networks,
    Inc

    926 Rock Avenue, Suite 20

    San Jose, CA 95131

    USA
    

	

    [Veraz
    Networks Logo]


	
 
	
    www.veraznetworks.com
    
	
 
	
 
	
    Tel:  +1-408-750-9400

    Fax: +1-408-546-0081
    

	

     


	
 
	
 
	
 
	
 
	
 









 



    November 29, 2007



 



    Mr. Mike West




    C/O Veraz Networks, Inc.




    926 Rock Avenue, Suite 20




    San Jose, CA 95131



 



    Re:     Appointment to the Board of
    Directors of Veraz Networks, Inc. (“Veraz”)



 



    Dear Mike:



 



    I am very happy to report that, as we have previously agreed,
    you were appointed to the Board of Directors of Veraz (the
    “Board”) at a meeting held today. Additionally, you
    were appointed to be a member of the nominating, governance and
    compensation committees of the Board.



 



    You have been automatically granted a non-statutory stock option
    to purchase 15,000 shares of Veraz’s common stock, at
    an exercise price equal to $4.85 (the closing price of Veraz
    common stock as of today). Additionally, the Board has granted
    to you 10,000 restricted stock units. Twenty-five percent
    (25%) of the RSUs and the shares underlying the option shall
    vest on each of November 30, 2008; November 30, 2009,
    November 30, 2010; and November 20, 2011 for so long
    as you continue to serve as a director, until the entire amount
    of the grant is vested. All additional terms, including
    acceleration of vesting following a Change of Control, are set
    forth in Veraz’ 2006 Equity Incentive Plan, a copy of
    which is attached hereto. A copy of the grant notice and
    additional documentation regarding the above-described grant
    will be provided within a week.



 



    As a non-employee director of Veraz, you will receive an annual
    retainer of $10,000 for your services as a member of the Board,
    an additional annual retainer of $5,000 per committee for your
    services on the compensation, governance and nominating committees of the
    Board for a total annual retainer of $25,000. All payments will
    be made on a quarterly basis. Veraz will also reimburse you for
    your travel expenses in attending board and committee meetings.



 



    I have also attached for your information a copy of Veraz’s
    standard indemnification agreement. We have entered into this
    agreement with all directors, officers and certain other
    employees. This agreement provides, among other things, that we
    will indemnify our directors for any and all expenses, including
    attorneys’ fees, in any action or proceeding arising out of
    service as one of our directors. Additionally, for your
    information, I have attached a copy of the summary of our
    current Director and Officer Summary of Insurance. Obviously,
    you will be covered by this policy immediately after joining the
    Board.



 



    1.













 






    I trust that you will find these terms and conditions consistent
    with our prior agreement. Please sign and date this letter below
    as well as the attached indemnification agreement. We look
    forward to a productive and enjoyable future relationship.



 



    Very truly yours,



 



    Veraz Networks, Inc.
    



 


			
	 	    By: 
	
    /s/  Douglas
    A. Sabella


    
Douglas
    A. Sabella

    President and CEO




 



    Accepted:



 


 


	 	 	 	 	 
	

    /s/  
Mike
    West


	
 
	
 
	
 
	
    1/21/08

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
    Date








 




Attachments:


     2006 Equity Incentive Plan

     Indemnification Agreement

     Director and Officer Summary of Insurance