Q2 2008 Exhibit 10.1





Exhibit 10.1



TEKELEC

                  Amended and Restated 2008 Executive Officer Bonus Plan


Tekelec ("Tekelec" or the "Company") believes that a portion of each executive officer's annual
compensation should be directly related to the Company's financial performance and such officer's achievement of individual objectives.  The
2008 Officer Bonus Plan ("2008 Bonus Plan" or the "Plan") is designed to motivate
Tekelec's executive officers and to reward them for their continuing contributions to the Company's business if, in 2008, the Company
achieves certain financial results and such officers achieve their individual business or strategic objectives.  The Company believes that the
achievement of these results and objectives is essential for the Company's success.  The effective date of the 2008 Bonus Plan is March 19,
2008 (the "Effective Date").


2008 Bonus Plan


Each Eligible Officer (as defined below), by virtue of his or her continuing employment with Tekelec, will be eligible to receive each of the
following:



	2008 1H Bonus:  a bonus based on the Company's financial performance as measured by the degree to which the
Company achieves the following pre-set, Board of Directors ("Board") approved, financial targets for the first six months of 2008:
(i) Adjusted Operating Income before Bonus, (ii) revenue, and (iii) orders;

	2008 2H Bonus:  a bonus based on the Company's financial performance as measured by the degree to which the
Company achieves the following pre-set, Board-approved financial targets for the second six months of 2008: (i) Adjusted Operating Income
before Bonus, (ii) revenue, and (iii) orders;

	2008 1H MBO Bonus:  a bonus based on his/her achievement in the first half of 2008 of individual, business or
strategic objectives approved by the Board; and

	2008 2H MBO Bonus:  a bonus based on his/her achievement in the second half of 2008 of individual, business or
strategic objectives approved by the Board.

The 2008 1H Bonus and the 2008 2H Bonus are sometimes referred to herein individually as a "Company
Bonus" and collectively as "Company Bonuses".  The 2008 1H MBO Bonus and the 2008 2H MBO Bonus are
sometimes referred to herein individually as an "MBO Bonus" and collectively as "MBO Bonuses".
For purposes of this Plan, "semi-annual period" means the period encompassing the Company's first and
second quarters - that is the period from January 1, 2008 through June 27, 2008 (the "First Semi-Annual
Period") - and the period encompassing the Company's third and fourth quarters - that is the period from June 28, 2008
through December 31, 2008 (the "Second Semi-Annual Period").


The Company Bonuses and the MBO Bonuses payable to an Eligible Officer will be calculated as a percentage of such Officer's annual
base salary of record in effect at the end of the semi-annual period for which the bonuses are payable (the
"Salary").  If an Eligible Officer is on a leave of absence in excess of 30 days during a semi-annual period, the
Eligible Officer's Salary will be calculated based on the Eligible Officer's annualized actual earnings for such semi-annual period.  In
determining an Eligible Officer's annual base salary of record or actual earnings, certain compensation and payments (e.g., reimbursement
for moving expenses, bonus payments received under the 2007 Officer Bonus Plan or this


__________________


1 This and further references to Board action or approval shall be interpreted as a duly adopted Board resolution following consideration
and a recommendation by the Compensation Committee of the Board, if the Board accepts such recommendation, or alternatively by a duly
adopted resolution of the Board based on a vote by the independent members of the Board as defined by NASDAQ rules.








Plan, stock option or other equity incentive
compensation, discretionary bonuses, disability benefits, sign-on bonuses, vacation cash outs, on call pay, and similar payments) shall be
excluded.


If an executive officer commences his/her employment as an Eligible Officer in the first or third calendar quarter of 2008, then for
purposes of determining the amount payable as a Company Bonus or an MBO Bonus for the semi-annual period in which his/her
employment commences, an Officer's annual base salary will be prorated based on the ratio of (i) the number of days that an executive
officer serves as an Eligible Officer during the semi-annual period to (ii) 180 (such ratio shall not be greater than one).  An executive officer
who commences his/her employment during the second or fourth calendar quarter of 2008 will not be eligible to receive either a Company
Bonus or an MBO Bonus for the semi-annual period in which his/her employment commences.


Eligible Officers


The following executive officers have been designated by the Board as "Eligible Officers" for purposes of
the 2008 Bonus Plan and will be eligible to participate in the 2008 Bonus Plan (all titles are positions with Tekelec unless otherwise
specified):


Eligible Officers List

   Chief Executive Officer & President

   Executive Vice President & Chief Financial Officer

   Executive Vice President, Global Product Solutions

   Senior Vice President, Corporate Affairs & General Counsel

   Chief Strategy & Corporate Development Officer

   Senior Vice President, Global Operations & Service

   Vice President, Corporate Controller & Chief Accounting Officer

   Vice President, Information Technology & Chief Information Officer






A person appointed as an Executive Officer of the Company after the Effective Date shall be eligible to participate in the 2008 Bonus Plan
if he/she is expressly designated by the Board as an Eligible Officer under the 2008 Bonus Plan; provided, however, that notwithstanding
anything to the contrary in this Plan, an executive officer who commences his/her employment during the second or fourth calendar quarter of
2008 will not be eligible to receive either a Company Bonus or an MBO Bonus for the semi-annual period in which his/her employment
commences.


An Eligible Officer whose title changes after the Effective Date shall be entitled to participate in the 2008 Bonus Plan on the same terms
and conditions as applied immediately prior to such title change unless either (i) the terms of such Eligible Officer's participation in the 2008
Bonus Plan are changed pursuant to a duly adopted resolution of the Board; (ii) the Board amends this Plan to add the new title as an Eligible
Officer in the Eligible Officer table above in which case such Officer shall participate at the bonus participation level corresponding to such
new title; or (iii) as a result of the change in title, such individual is no longer an Eligible Officer.


In order to earn and be eligible to receive bonuses payable under the 2008 Bonus Plan, an Eligible Officer must be actively
employed by Tekelec or one of its subsidiaries as an Eligible Officer on the date on which such bonuses are paid, unless such requirement is
waived by the Board.  An Eligible Officer who is on an approved leave of absence from the Company at any time during 2008 will, for
purposes of determining eligibility under the 2008 Bonus Plan, be treated as being employed by the Company during such leave of absence
provided, however, that an Eligible Officer who is on an approved leave of absence from the Company on the date on which Company
Bonuses are paid by the Company and thereafter returns to active status as an Eligible Officer upon the end of such leave of absence, will be
paid his/her Company Bonus to which he/she is otherwise entitled within 30 days following his/her return to active


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status as an Eligible
Officer.  An Eligible Officer who is on an approved leave of absence from the Company on the date on which the Company Bonuses
are paid by the Company and thereafter fails to return to active status as an Eligible Officer upon the end of such leave of absence, will not be
eligible to receive a Company Bonus.


Company Bonuses


The Company's consolidated operating income from continuing operations before bonus (as adjusted to exclude the effects of equity
incentive compensation expense, restructuring charges, impairment charges, acquisition-related amortization and other M&A-related
charges or income, and similar non-GAAP charges or income, "Adjusted Operating Income before Bonus"),
revenue and orders will be the financial measures for calculating the amount of Company Bonuses under the 2008 Bonus Plan.


All payouts under the 2008 Bonus Plan are contingent upon the company performing at or above a threshold level of the
Adjusted Operating Income before Bonus target established by the Board ("OI Target") for each Company
bonus determination.  The threshold level is 80% of the OI Target for such semi-annual period, and thus for performance below 80% of the OI
Target, there is no funding of a pool for payouts of a bonus.  The Board will also establish semi-annual performance targets for Orders and
Revenue ("Orders Target" and "Revenue Target", respectively, and together with
the OI Target or individually, "Targets").


Upon Tekelec's achievement of 80% of the Operating Income Target, the 2008 1H Bonus and 2008 2H bonus will each be calculated as
the sum of the result of the following computation applied to each of the Targets:



	For that portion of the Performance Relative to Target equal to or greater than 80% but less than or equal to 100%, the product of A (x) B
(x) C (x) T, where "A" is the Eligible Officer's Salary, "B" is the Payout Percentage corresponding to the Performance
Relative to Target in the Payout Percentage Table, below, "C" is the 2008 1H Bonus Percentage or 2008 2H Bonus Percentage,
as applicable, in the Bonus Participation Table below, and "T" is the Target Weighting corresponding to the Target, and the
performance against such Target, in the Target Weighting Table below, plus
	For that portion of the Performance Relative to Target above 100% for the OI Target or the Orders Target, the product of A (x) B (x) C (x)
T, as each is defined above.  




Payout Percentage Table



	
Performance Relative to Target

                  (OI, Orders, and Revenue)
	
Payout Percentage

	
<80%
	
0%

	
80%
	
50%

	
90%
	
75%

	
100%
	
100%

	 	 
	
Performance Relative to Target

                  (OI and Orders)
	
Additional Payout Percentage

	
110%
	
20%

	
120%
	
40%

	
130%
	
60%

	
140%
	
80%

	
≥150%
	
100%





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The Payout Percentages in the above table increase in a linear manner between each performance level relative to
each target.


Target Weighting Table




	
Target
	
Target Weighting for Performance

                  ≥ 80% ≤ 100%
	
Target Weighting for Performance

                  >100%

	
OI
	
50%
	
75%

	
Orders
	
25%
	
25%

	
Revenue
	
25%
	
0%






Notwithstanding anything to the contrary herein, with respect to Vested 2008 1H Bonuses, any amount of such
bonuses greater than the combined amount payable for 100% Performance Relative to Target for all three Targets in the first half of the year,
shall be deferred and paid at the time 2008 2H Bonuses are scheduled to be paid, whether or not any H2 bonuses are in fact paid.


MBO Bonuses


Upon achievement of 80% of the Operating Income Target, the 2008 1H MBO Bonus and 2008 2H MBO Bonus will each be calculated
as the sum of the result of the following computation applied to each of the Targets:



	For that portion of the Performance Relative to Target equal to or greater than 80% but less than or equal to 100%, the product of A (x) B
(x) C (x) D (x) T, where "A" is the Eligible Officer's Salary, "B" is the Payout Percentage corresponding to the
Performance Relative to Target in the Payout Percentage Table above, "C" is the 2008 1H MBO Bonus Percentage or 2008 2H
MBO Bonus Percentage, as applicable, in the Bonus Participation Table below, "D" is the Individual Performance Factor as
recommended by the CEO to, and upon approval of the Board, and "T" is the Target Weighting corresponding to the Target, and
the performance against such Target, in the Target Weighting Table above, plus
	For that portion of the Performance Relative to Target above 100% for the OI Target or the Orders Target, the product of A (x) B (x) C (x)
D (x) T, as each is defined above.




The Individual Performance Factor represents a performance percentage reflecting the employee's performance against their goals and
objectives ("Individual Performance Factor").  The Individual Performance Factor can vary from 0% to 200%;
however, the sum of all the Employee Individual Performance Payouts (Eligible Officers and all other Company employees) cannot exceed
the sum of the MBO Bonus for all employees and Eligible Officers calculated at an Individual Performance Factor of 100%.


Except as otherwise provided herein, a Company Bonus and MBO Bonus for each semi-annual period will be payable in one lump sum
(subject to applicable withholding taxes and other deductions) within 30 days after all the Company's consolidated financial results covering a
semi-annual period are filed with the Securities and Exchange Commission.  An Eligible Officer who is on an approved leave of absence from
the Company on the date on which Company Bonuses are paid by the Company and thereafter returns to active status as an Eligible Officer
upon the end of such leave of absence, will be paid his/her Company Bonus to which he/she is otherwise entitled within 30 days following
his/her return to active status as an Eligible Officer.  An Eligible Officer who is on an approved leave of absence from the Company on the
date on which the Company Bonuses are paid by the Company and thereafter fails to


__________________


2 The Plan was amended and restated in June 2008 to add this paragraph.



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return to active status as an Eligible Officer upon the end of such leave of absence, will not be eligible to receive a Company Bonus.


Bonus Participation Levels


For purposes of determining an Eligible Officer's Company Bonus or MBO Bonus under the 2008 Bonus Plan, the 2008 Bonus
Opportunity, 2008 1H and 2H Bonus Percentages, and 2008 1H and 2H MBO Bonus Percentages for each of the Eligible Officers identified
below shall be as follows:


Bonus Participation Table


	
Title
	
2008 Bonus

                  Opportunity
	
2008

                  1H Bonus

                  Percentage
	
2008

                  1H MBO

                  Bonus

                  Percentage
	
2008

                  2H Bonus

                  Percentage
	
2008

                  2H MBO

                  Bonus

                  Percentage

	
Chief Executive Officer & President
	
120%
	
38.4%
	
9.6%
	
57.6%
	
14.4%

	
Executive Vice President & Chief Financial Officer
	
90
	
28.8
	
7.2
	
43.2
	
10.8

	
Executive Vice President, Global Product Solutions
	
90
	
28.8
	
7.2
	
43.2
	
10.8

	
Senior Vice President & General Counsel
	
70
	
22.4
	
5.6
	
33.6
	
8.4

	
Chief Strategy & Corporate Development Officer
	
65
	
20.8
	
5.2
	
31.2
	
7.8

	
Senior Vice President, Global Operations & Service
	
60
	
19.2
	
4.8
	
28.8
	
7.2

	
Vice President, Corporate Controller & Chief Accounting Officer
	
50
	
16.0
	
4.0
	
24.0
	
6.0

	
Vice President, Information Technology & Chief Information Officer
	
40
	
12.8
	
3.2
	
19.2
	
4.8





Discretionary Bonuses


In addition to bonuses payable under the 2008 Bonus Plan, discretionary bonuses may also be paid by the Company, but only upon the
express approval of the Board in its sole discretion.


Amendment, Termination, and Administration


The Board reserves the right to amend, modify or terminate the Plan, or any payment owed thereunder, at any time without prior notice to
participants in its sole discretion; provided, that the Company may not amend, modify or terminate the Plan or such payments once they
become Vested to an eligible employee.  A payment becomes "Vested" upon the filing of the Company's
financial statements with the Securities and Exchange Commission covering the semi-annual period for which such bonus amount is earned
under the terms of the Plan.  The Plan shall be administered by the Board, and the Board shall have the authority to interpret the Plan with
such interpretation being binding and final.  The Plan shall be governed by the laws of North Carolina.


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