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                                                                   Exhibit 10.12

                                                                          [LOGO]
                                                                         INRANGE

October 28, 2002

John R. Schwab
Vice President and CFO
Inrange Technologies Corporation
100 Mount Holly By-Pass
P.O. Box 440
Lumberton, NJ 08048-0440

Inrange Technologies Corporation (the "Company") agrees that you shall receive
the severance benefits set forth in this agreement (the "Agreement") in the
event that your employment is terminated due to a Change of Control.

     1.   Term of Agreement. This Agreement will become effective on the date
hereof (the "Commencement Date") and shall continue in effect through the third
anniversary of the Commencement Date (the "Date of Expiration"). However, on
that initial Date of Expiration, and on each extended Date of Expiration
thereafter, the term of this Agreement will be extended automatically for one
additional year unless, not later than six (6) months prior to such Date of
Expiration, the Company gives written notice to you that it has elected not to
extend this Agreement. However, if a Change of Control occurs during the term of
this Agreement, this Agreement will continue in effect for thirty-six (36)
months beyond the end of the month in which the Change of Control occurred.

     2.   Change of Control of the Company. No benefits will be payable under
the terms of this Agreement unless a Change of Control of the Company has
occurred. A "Change of Control" shall be deemed to have occurred if any "Person"
(as defined below), excluding for this purpose, the Company or any subsidiary of
SPX Corporation ("SPX") or the Company, any employee benefit plan of SPX, the
Company or of any subsidiary of SPX or the Company, or any entity organized,
appointed or established for or pursuant to the terms of any such plan which
acquires beneficial ownership of common shares of the Company, becomes the
"Beneficial Owner" (as defined below) of a sufficient percentage of the Class A
common stock of the Company such that SPX no longer retains a controlling
interest and voting control in the Company. For purposes of this Section 2, the
following terms shall have the meanings set forth below:

          (a)  "Person" shall mean any individual, firm, limited liability
     company, corporation or other entity, and shall include any successor (by
     merger or otherwise) of any such entity.

          (b)  "Affiliate" and "Associate" shall have the respective meanings
     ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

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          (c)  A Person shall be deemed the "Beneficial Owner" of and shall be
     deemed to "beneficially own" any securities:

               (i)   which such Person or any of such Person's Affiliates or
          Associates beneficially owns, directly or indirectly (determined as
          provided in Rule 13d-3 under the Exchange Act);

               (ii)  which such Person or any of such Person's Affiliates or
          Associates has (A) the right to acquire (whether such right is
          exercisable immediately or only after the passage of time) pursuant to
          any agreement, arrangement or understanding (other than customary
          agreements with and between underwriters and selling group members
          with respect to a bona fide public offering of securities), or upon
          the exercise of conversion rights, exchange rights, rights, warrants
          or options, or otherwise; provided, however, that a Person shall not
          be deemed the Beneficial Owner of, or to beneficially own, securities
          tendered pursuant to a tender or exchange offer made by or on behalf
          of such Person or any of such Person's Affiliates or Associates until
          such tendered securities are accepted for purchase or exchange; or (B)
          the right to vote pursuant to any agreement, arrangement or
          understanding; provided, however, that a Person shall not be deemed
          the Beneficial Owner of, or to beneficially own, any security if the
          agreement, arrangement or understanding to vote such security (1)
          arises solely from a revocable proxy or consent given to such Person
          in response to a public proxy or consent solicitation made pursuant
          to, and in accordance with, the applicable rules and regulations
          promulgated under the Exchange Act and (2) is not also then reportable
          on Schedule 13D under the Exchange Act (or any comparable or successor
          report); or

               (iii) which are beneficially owned, directly or indirectly, by
          any other Person with which such Person or any of such Person's
          Affiliates or Associates has any agreement, arrangement or
          understanding (other than customary agreements with and between
          underwriters and selling group members with respect to a bona fide
          public offering of securities) for the purpose of acquiring, holding,
          voting (except to the extent contemplated by the proviso to
          subparagraph (c)(ii)(B), above) or disposing of any securities of the
          Company.

     Any other provision of this Agreement to the contrary notwithstanding, a
     "Change of Control" shall not include any transaction, above, where, in
     connection with such transaction, you and/or any party acting in concert
     with you substantially increase your, his or its, as the case may be,
     ownership interest in the Company or a successor to the Company (other than
     through conversion of prior ownership interests in the Company and/or
     through equity awards received entirely as compensation for past or future
     personal services).

     Further, any other provision of this Agreement to the contrary
     notwithstanding, a "Change in Control" shall not include: (i) a
     distribution of the shares of Class A common stock of the Company to the
     shareholders of SPX by dividend or otherwise or (ii) one or

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     more public offerings of the shares of Class A common stock of the Company
     regardless of whether such shares are owned by SPX on the Commencement Date
     or are authorized but unissued shares or treasury shares of the Company.

     3.   Definitions. The following definitions shall be used in determining
whether, under the terms of Section 4 hereof, you are entitled to receive
Accrued Benefits and/or Severance Benefits:

          (a)  Disability. "Disability" shall mean that, as a result of your
     incapacity due to physical or mental injury or illness, you shall have been
     absent from the full-time performance of your duties with the Company for
     at least six (6) consecutive months and, within thirty (30) calendar days
     after written notice of suspension is given, you shall not have returned to
     the full-time performance of your duties.

          (b)  Retirement. "Retirement" shall mean your voluntary termination of
     your employment (other than for Good Reason, as defined below) at a time
     after you have reached age sixty-five (65).

          (c)  Cause. "Cause" shall mean (i) your willful and continued failure
     to substantially perform your duties with the Company (other than any such
     failure resulting from Disability or occurring after issuance by you of a
     Notice of Termination for Good Reason), after a demand for substantial
     performance is delivered to you that specifically identifies the manner in
     which the Company believes that you have not substantially performed your
     duties, and after you have failed to resume substantial performance of your
     duties on a continuous basis within fourteen (14) calendar days after
     receiving such demand, (ii) you willfully engaging in conduct which is
     demonstrably and materially injurious to the Company, monetarily or
     otherwise, or (iii) your having been convicted of a felony which impairs
     your ability substantially to perform your duties with the Company. For
     purposes of this paragraph (c), no act, or failure to act, on your part
     shall be deemed "willful" unless done, or omitted to be done, by you not in
     good faith and without reasonable belief that your action or omission was
     in the best interest of the Company.

          (d)  Good Reason. You shall be entitled to terminate your employment
     for Good Reason. For purposes of this Agreement, "Good Reason" shall mean,
     without your express written consent, the occurrence within three (3) years
     following a Change of Control of the Company of any one or more of the
     following:

               (i)    The assignment to you of duties inconsistent with your
          duties, responsibilities, and the status of your position as of the
          day prior to the Change of Control of the Company, or a reduction or
          alteration in the nature or status of your responsibilities from those
          in effect on the day prior to the Change of Control;

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               (ii)   A reduction by the Company in your base salary or in your
          most recent annual target incentive award opportunity as in effect on
          the date hereof or as the same shall be increased from time to time;

               (iii)  The Company's requiring you to be based at a location in
          excess of two hundred and fifty (250) miles from the location where
          you are currently based;

               (iv)   The failure by the Company to continue in effect the
          Inrange Technologies Corporation Savings and Stock Ownership Plan, the
          Inrange Technologies Corporation Supplemental Savings Plan (the
          "Supplemental Savings Plan"), the Inrange Technologies Corporation
          Executive EVA Incentive Compensation Plan (the "EVA Plan"), any plans
          substituted for the above adopted prior to the Change of Control, or
          any other of the Company's employee benefit plans, policies, practices
          or arrangements in which you participate, unless an equitable
          arrangement (embodied in an ongoing substitute or alternative plan) to
          provide similar benefits has been made with respect to such plan(s);
          or the failure by the Company to continue your participation therein
          (or in such substitute or alternative plan) on substantially the same
          basis, both in terms of the amount of benefits provided and the level
          of your participation relative to other participants, as existed as of
          the time of the Change of Control;

               (v)    The failure of the Company to reinstate your employment in
          full (in the same capacity that you were employed, or in a mutually
          agreeable capacity) in the event that your employment was suspended
          due to a Disability and, within three years, you request to be
          reinstated and are ready, willing, and able to adequately perform your
          employment duties;

               (vi)   The termination, replacement, or reassignment of
          twenty-five percent (25%) or more of the elected officers of the
          Company existing as of the day prior to a Change of Control, unless
          the officer is terminated due to death, Disability, or Retirement, or
          by the Company for Cause, or by the officer other than for Good Reason
          (all as herein defined);

               (vii)  The failure of the Company to obtain a satisfactory
          agreement from any successor to the Company to assume and agree to
          perform this Agreement, as contemplated in Section 5 hereof; and

               (viii) Any purported termination by the Company of your
          employment that is not effected pursuant to a Notice of Termination
          satisfying the requirements of paragraph (f), below, and for purposes
          of this Agreement, no such purported termination shall be effective.

          Your right to terminate your employment pursuant to this paragraph (d)
          shall not be affected by your suspension due to Disability. Your
          continued employment shall not

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     constitute a waiver of your rights with respect to any circumstance
     constituting Good Reason hereunder.

          (e)  Notice of Termination. Any termination by the Company for Cause
     or by you for Good Reason shall be communicated by Notice of Termination to
     the other party hereto. For purposes of this Agreement, a "Notice of
     Termination" shall mean a written notice which shall indicate the specific
     termination provision in this Agreement relied upon and shall set forth in
     reasonable detail the facts and circumstances claimed to provide a basis
     for termination of your employment under the provisions so indicated.

          (f)  Date of Termination. "Date of Termination" shall mean the date
     specified in the Notice of Termination where required (but not less than
     thirty (30) calendar days following delivery of the Notice of Termination,
     except that termination for Cause may be effective immediately) or in any
     other case upon ceasing to perform services to the Company; provided that
     if within twenty (20) calendar days after any Notice of Termination one
     party notifies the other party that a dispute exists concerning the
     termination, the Date of Termination shall be the date finally determined
     to be the Date of Termination, either by written agreement of the parties
     or by a binding and final arbitration decision. In the event that a dispute
     exists concerning the Date of Termination, you shall continue to receive
     your full compensation (including participation in all benefit and
     insurance plans in which you were participating) in effect when the notice
     giving rise to the dispute was given, until the Date of Termination is
     finally determined. In such event, you will be required to reimburse the
     Company for all compensation received beyond the finally determined Date of
     Termination either by direct cash reimbursement within thirty (30) calendar
     days of resolving the conflict or by appropriately reducing your remaining
     benefits to be received under the terms of this Agreement.

          (g)  Earned Bonus Amount. For any year for which the EVA Plan is in
     effect prior to the year during which a Change of Control occurs, your
     "Earned Bonus Amount" means your Declared Bonus for that year (as
     determined under the EVA Plan) multiplied by a fraction the numerator of
     which is your Bonus Award Earned for that year (as determined under the EVA
     Plan) and the denominator of which is your Available Bonus for that year
     (as determined under the EVA Plan). For the year during which a Change of
     Control occurs and any subsequent year, your "Earned Bonus Amount" means
     your Declared Bonus for that year (as determined under the EVA Plan).

     4.   Compensation Upon Termination Following a Change of Control.

          (a)  Accrued Benefits. In the event that your employment is terminated
     for any reason during the term of this Agreement, following a Change of
     Control of the Company (as defined in Section 2 herein), you shall receive
     your Accrued Benefits through the Date of Termination. For purposes of this
     Agreement, your "Accrued Benefits" shall include the following:

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               (i)    All base salary for the time period ending with your Date
          of Termination, at the rate in effect at the time Notice of
          Termination is given or on the Date of Termination if no Notice of
          Termination is required;

               (ii)   A bonus payment equal to one hundred percent (100%) of the
          greater of (A) your target bonus for the year in which the Date of
          Termination occurs, prorated based upon the ratio of the number of
          months (full credit for a partial month) you were employed during that
          bonus year to the total months in that bonus year, and (B) your Earned
          Bonus Amount for the year in which the Date of Termination occurs,
          calculated as if the Date of Termination were the end of that year for
          purposes of the EVA Plan;

               (iii)  A cash equivalent of all unused vacation to which you were
          entitled through your Date of Termination;

               (iv)   Reimbursement for any and all monies advanced in
          connection with your employment for reasonable and necessary expenses
          incurred by you on behalf of the Company for the time period ending
          with your Date of Termination;

               (v)    Any and all other cash earned through the Date of
          Termination and deferred at your election or pursuant to any deferred
          compensation plan then in effect;

               (vi)   All other amounts to which you are entitled under any
          compensation or benefit plan, program, practice or policy of the
          Company in effect as of the Date of Termination; and

               (vii)  The payments provided for in paragraphs (i), (ii), (iii),
          (iv) and (v), above, shall be made not later than the tenth (10th)
          business day following the Date of Termination; provided, however,
          that if the amounts of such payments cannot be finally determined on
          or before such day, the Company shall pay to you on such day an
          estimate, as determined in good faith by the Company, of the minimum
          amount of such payments and shall pay the remainder of such payments
          (together with interest at the rate provided in Section 1274(b)(2)(B)
          of the Internal Revenue Code of 1986, as amended (the "Code")) as soon
          as the amount thereof can be determined but in no event later than the
          thirtieth (30th) calendar day after the Date of Termination. In the
          event that the amount of the estimated payments exceeds the amount
          subsequently determined to have been due, such excess shall constitute
          a loan by the Company to you payable on the tenth (10th) business day
          after demand by the Company (together with interest at the rate
          provided in Section 1274(b)(2)(B) of the Code).

          (b)  Severance Benefits. In the event that your employment is
     terminated during the term of this Agreement following a Change of Control
     of the Company (as described in Section 2 herein), unless your termination
     is (i) because of your death, Disability, or Retirement; (ii) by the
     Company for Cause; or (iii) by you other than for

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     Good Reason, you shall receive, in addition to your Accrued Benefits, the
     Severance Benefits. For purposes of this Agreement, your "Severance
     Benefits" shall include the following:

               (i)    Your annual base salary at the rate in effect immediately
          prior to the Change of Control of the Company or, if greater, at the
          rate in effect at the time Notice of Termination is given, or on the
          Date of Termination if no Notice of Termination is required,
          multiplied by one and one-half (1.5);

               (ii)   (A) The full amount of your individual Bonus Bank balance
          under the EVA Plan (or any successor plan) and (B) an amount equal to
          one and one-half (1.5) times the greatest of (I) the highest of your
          Earned Bonus Amounts for the three (3) years immediately preceding the
          year in which the Date of Termination occurs (the "Year of
          Termination") or (II) your target bonus under the EVA Plan (or any
          successor plan) for the Year of Termination or (III) your Earned Bonus
          Amount for the Year of Termination, calculated as if the Date of
          Termination were the end of that year for purposes of the EVA Plan;

               (iii)  For a one and one-half (1.5)-year period after your Date
          of Termination, the Company will arrange to provide to you the same
          health care coverage you had prior to your termination, at the
          Company's expense, which includes, but is not limited to, hospital,
          surgical, medical, dental, and dependent coverages. Health care
          benefits otherwise receivable by you pursuant to this subparagraph
          (iii) shall be reduced to the extent comparable benefits are actually
          received by you from a subsequent employer during the one and one-half
          (1.5)-year period following your Date of Termination, and any such
          benefits actually received by you shall be reported to the Company.
          Any period of continuation coverage provided under this subparagraph
          (iii) shall run concurrently with any period of continuation coverage
          available under the Consolidated Omnibus Budget Reconciliation Act of
          1985;

               (iv)   For a one and one-half (1.5)-year period after your Date
          of Termination, the Company will arrange to provide to you, at the
          Company's expense, life insurance coverage in the amount of two (2)
          times your base salary in effect at your Date of Termination and, at
          the end of the one and one-half (1.5)-year period, for the remainder
          of your life the Company will provide to you life insurance coverage
          in the amount of your base salary in effect at your Date of
          Termination;

               (v)    Under the Supplemental Savings Plan, you will receive a
          cash lump sum payment of the full balance (vested and unvested);

               (vi)   Each stock option which you have been granted by the
          Company and which is not yet vested shall become immediately vested
          and exercisable and shall continue to be exercisable for the lesser of
          (A) two (2) years following your Date of Termination or (B) the time
          remaining until the originally designated

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          expiration date, unless a longer exercise period is provided for in
          the applicable plan or award agreement;

               (vii)  Any contractual restrictions placed on any shares of
          restricted stock which you have been awarded pursuant to the Inrange
          Technologies Corporation 2000 Stock Compensation Plan shall lapse as
          of your Date of Termination;

               (viii) If any portion of the Severance Payments (in the
          aggregate, "Total Payments") will be subject to the golden parachute
          "Excise Tax" imposed by Section 4999 of the Code, the Company shall
          pay to you an additional amount (the "Gross-Up Payment") such that the
          net amount retained by you after deduction of any Excise Tax
          (including any related penalties and interest) on the Total Payments
          (but not any federal, state, or local income tax on the Total
          Payments), and any federal, state, and local income tax and Excise Tax
          (including any related penalties and interest) on the Gross-Up
          Payment, shall be equal to the Total Payments. The determination of
          whether any Excise Tax will be imposed and of the amount of the
          Gross-Up Payment will be made by tax counsel selected by the Company's
          independent auditors and acceptable to you. For purposes of
          determining whether any of the Total Payments will be subject to the
          Excise Tax and the amount of such Excise Tax, (A) any other payments
          or benefit received or to be received by you in connection with a
          Change of Control of the Company or your termination of employment
          (whether pursuant to the terms of this Agreement or any other plan,
          arrangement, or agreement with the Company) shall be treated as
          "parachute payments" within the meaning of Section 280G(b)(2) of the
          Code, and all "excess parachute payments" within the meaning of
          Section 280G(b)(1) shall be treated as subject to the Excise Tax,
          unless in the opinion of such tax counsel such other payments or
          benefits (in whole or in part) do not constitute parachute payments,
          or such excess parachute payments (in whole or in part) represent
          reasonable compensation for services actually rendered within the
          meaning of Section 280G(b)(4)(B) of the Code, and (B) the value of any
          noncash benefits or any deferred payment or benefit shall be
          determined by the Company's independent auditors in accordance with
          the principles of Sections 280G(d)(3) and (4) of the Code. For
          purposes of determining the amount of the Gross-Up Payment, you shall
          be deemed to pay federal income taxes at the highest marginal rate of
          federal income taxation for the calendar year in which the Gross-Up
          Payment is made and state and local income taxes at the highest
          marginal rates of taxation in the state and locality of your residence
          (at the time at which the Gross-Up Payment is made) as effective for
          the calendar year in which the Gross-Up Payment is made, net of the
          maximum reduction in federal income taxes which could be obtained from
          deduction of such state and local taxes.

          The payments provided for in this subparagraph (viii) shall be made
          not later than thirty (30) calendar days following your Date of
          Termination; provided, however, that if the amounts of such payments
          cannot be finally determined on or before such day, the Company shall
          pay to you on such day an estimate, as determined in

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          good faith by such tax counsel, of the minimum amount of such payments
          and shall pay the remainder of such payments (together with interest
          at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as
          the amount thereof can be determined but in no event later than sixty
          (60) calendar days after your Date of Termination. In the event that
          the amount of the estimated payment exceeds the amount subsequently
          determined to have been due, such excess shall constitute a loan by
          the Company to you payable on the twentieth (20th) calendar day after
          demand by the Company (together with interest at the rate provided in
          Section 1274(b)(2)(B) of the Code). Notwithstanding the foregoing, the
          sixty (60) day period for deferment of the Gross-Up Payment shall not
          preempt or otherwise eliminate your right to receive any other
          payments to which you are entitled under this subparagraph or
          otherwise under the terms of this Agreement and to receive additional
          Gross-Up Payments based on such additional payments pursuant to this
          subparagraph;

               (ix)   To the full extent permitted by law, the Company shall
          indemnify you (including the advancement of expenses) for any
          judgments, fines, amounts paid in settlement and reasonable expenses,
          including attorneys' fees, incurred by you in connection with the
          defense of any lawsuit or other claim to which you are made a party by
          reason of being or having been an officer, director or employee of the
          Company or any of its subsidiaries. In addition, you will be covered
          by director and officer liability insurance to the maximum extent that
          such insurance maintained by the Company from time to time covers any
          officer or director (or former officer or director) of the Company;

               (x)    You will be entitled to receive outplacement services, at
          the expense of the Company, from a provider reasonably selected by
          you;

               (xi)   The Company also shall pay to you all legal fees and
          expenses incurred by you as a result of such termination of employment
          (including all such fees and expenses, if any, incurred in contesting
          or disputing any such termination or in seeking to obtain or enforce
          any right or benefit provided by this Agreement or in connection with
          any tax audit or proceeding to the extent attributable to the
          application of Section 4999 of the Code to any payment or benefit
          provided hereunder); and

               (xii)  The payments provided in paragraphs (i) and (ii), if a
          lump sum is elected, and (v), above, shall be made not later than the
          tenth (10th) business day following the Date of Termination, provided,
          however, that if the amounts of such payments cannot be finally
          determined on or before such day, the Company shall pay to you on such
          day an estimate, as determined in good faith by the Company, of the
          minimum amount of such payments and shall pay the remainder of such
          payments (together with interest at the rate provided in Section
          1274(b)(2)(B) of the Code) as soon as the amount thereof can be
          determined but in no event later than the thirtieth (30th) day after
          the Date of Termination. In the event that the amount of the estimated
          payments exceeds the amount subsequently determined

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          to have been due, such excess shall constitute a loan by the Company
          to you payable on the tenth (10th) business day after demand by the
          Company (together with interest at the rate provided in Section
          1274(b)(2)(B) of the Code). As all of the payments referenced in the
          first sentence of this subparagraph (xiii) are included for purposes
          of determining the Gross-Up Payment, the thirty (30)-day period
          identified above shall not preempt or otherwise eliminate your right
          to receive any other payments to which you are entitled under the
          terms of this Agreement and to receive additional Gross-Up Payments
          based on such additional payments.

          (c)  Any provision in this Agreement to the contrary notwithstanding,
     if a Change of Control occurs and if your employment with the Company is
     terminated within six (6) months prior to the date on which the Change of
     Control occurs, and if you reasonably demonstrate that such termination of
     employment (i) was at the request of a third party who has taken steps
     reasonably calculated to effect the Change of Control, (ii) otherwise arose
     in connection with or anticipation of the Change of Control, or (iii) would
     not have occurred or would be less likely to have occurred if the Change of
     Control were not anticipated, then for all purposes of this Agreement the
     termination of your employment shall be deemed to have occurred following
     the Change of Control.

          (d)  You shall not be required to mitigate the amount of any payment
     provided for in this Section 4 by seeking other employment or otherwise,
     nor shall the amount of any payment provided for in this Section 4 be
     reduced by any compensation earned by you as the result of employment by
     another employer after your Date of Termination, or otherwise, with the
     exception of a reduction in your insurance benefits as provided in Section
     4(b)(iii).

     5.   Successors; Binding Agreements.

          (a)  The Company will require any successor (whether direct or
     indirect, by purchase, merger, consolidation or otherwise) to all or
     substantially all of the business and/or assets of the Company or of any
     division or subsidiary thereof employing you to expressly assume and agree
     to perform this Agreement in the same manner and to the same extent that
     the Company would be required to perform it if no such succession had taken
     place. Failure of the Company to obtain such assumption and agreement prior
     to the effectiveness of any such succession shall be a breach of this
     Agreement and shall entitle you to compensation from the Company in the
     same amount and on the same terms to which you would be entitled hereunder
     if you terminated your employment for Good Reason following a Change of
     Control, except that for purposes of implementing the foregoing, the date
     on which any such succession becomes effective shall be deemed your Date of
     Termination.

          (b)  This Agreement shall inure to the benefit of and be enforceable
     by your personal and legal representatives, executors, administrators,
     successors, heirs, distributees, devisees, and legatees. If you should die
     while any amount would still be payable to you hereunder if you had
     continued to live, all such amounts, unless otherwise

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     provided herein, shall be paid in accordance with the terms of this
     Agreement, to your devisee, legatee or other designee or, if there is no
     such designee, to your estate.

     6.   No Funding of Benefits. Nothing herein contained shall require or be
deemed to require the Company to segregate, earmark, or otherwise set aside any
funds or other assets to provide for any payments to be made hereunder. Your
rights under this Agreement shall be solely those of a general creditor of the
Company. However, in the event of a Change of Control, the Company may deposit
cash or property, or both, equal in value to all or a portion of the benefits
anticipated to be payable hereunder into a trust, the assets of which are to be
distributed at such times as are otherwise provided for in this Agreement and
are subject to the rights of the general creditors of the Company.

     7.   Withholding of Taxes. The Company may withhold from any amounts
payable under this Agreement all federal, state, city, or other taxes as legally
shall be required.

     8.   Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement.

     9.   Miscellaneous. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by you and such officer as may be specifically designated by
the Company. The validity, interpretation, construction, and performance of this
Agreement shall be governed by the laws of the State of New Jersey.

     10.  Employment Rights. This Agreement shall not confer upon you any right
to continue in the employ of the Company or its subsidiaries and, except to the
extent that benefits may become payable under Section 4, above, shall not in any
way affect the right of the Company or its subsidiaries to dismiss or otherwise
terminate your employment at any time and for any reason with or without cause.

     11.  No Vested Interest. Neither you nor your beneficiaries shall have any
right, title or interest in any benefit under this Agreement prior to the
occurrence of all of the events specified herein as necessary conditions to such
right, title or interest.

     12.  Prior Agreements. This Agreement contains the understanding between
the parties hereto with respect to severance benefits in connection with a
Change of Control of the Company and supersedes any prior such agreement between
the Company (or any predecessor of the Company) and you. If there is any
discrepancy or conflict between this Agreement and any plan, policy and program
of the Company regarding any term or condition of severance benefits in
connection with a Change of Control of the Company, the language of this
Agreement shall govern.
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<PAGE>

     13.  Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     14.  Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.

     15.  Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction.
However, you shall be entitled to seek in court specific performance of your
right, pursuant to Section 3(f), above, to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under or in connection
with this Agreement.

                                       12

<PAGE>

If this letter properly sets forth our agreement on the subject matter hereof,
date, sign and return to the Company the enclosed copy of this letter, will then
constitute our agreement on this subject.

                                             Sincerely,

                                             INRANGE TECHNOLOGIES CORPORATION



                                             By /S/ John B. Blystone
                                             ------------------------------

Agreed to this 31st day of October 2002.



By /S/ John R. Schwab
-------------------------
John R. Schwab

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