2003 Employee Retention Incentive Program



 



EXHIBIT 4.4



TELLABS, INC.


EMPLOYEE RETENTION INCENTIVE PROGRAM


     1.     About this Program.


     This Tellabs, Inc. Employee Retention Incentive Program (this “Program”)
has been established for Eligible Employees in order to provide retention
incentives to certain employees of Tellabs, Inc. (“Tellabs” or “Parent”) and/or
employees of the Surviving Corporation, as the case may be.


     An award (if any) of Parent Common Stock to an Eligible Employee pursuant
to this Program is in addition to any other incentives, pay or other benefits
to which the Eligible Employee may be entitled to receive from Tellabs or any
of its subsidiaries (including the Surviving Corporation) in connection with
his or her employment therewith.


     2.     Definitions.


     Unless otherwise defined herein, any capitalized terms herein shall have
the meanings ascribed to them in the Merger Agreement.


     "Acquired Companies” has the meaning ascribed to it in the Merger
Agreement.


     "Administrator” means the Board of Directors of Parent or a committee
thereof designated by the Board of Directors of Parent.


     "Award Amount” means the number of shares of Tellabs common stock (rounded
down to the nearest whole share) that is equal to the quotient yielded by
dividing Ten Million Dollars ($10,000,000) by the Parent Stock Price.
Notwithstanding the foregoing, in the event that there is any stock split,
reverse stock split, stock dividend (including any dividend or distribution of
securities convertible into Parent Common Stock), reorganization,
recapitalization, reclassification or other like change with respect to Parent
Common Stock occurring on or after the Effective Time, the Award Amount shall
be appropriately adjusted.


     "Award Per Share Amount” as of a particular Distribution Date means the
quotient yielded by dividing (i) the portion of the Award Amount payable by
Parent on the applicable Distribution Date in accordance with the provisions of
this Program by (ii) the sum of (A) the total number of shares of Company
Common Stock Held at the Signing Time by individuals who are Eligible Employees
as of such Distribution Date, (B) the total number of shares of Company Common
Stock that were issuable upon exercise of Lower-Priced Company Stock Options
Held at the Signing Time by individuals who are Eligible Employees as of such
Distribution Date and (C) the total number of shares of Company Common Stock
that were issuable upon exercise of Lower-Priced Company Stock Options issued
by the Company after the Signing Time and prior to the Effective Time by
individuals who are Eligible Employees as of such Distribution Date.


"Cause” means (i) any unreasonable refusal by the employee to perform the
employee’s duties promptly and adequately as directed by the employee’s
manager, which are consistent with the scope and nature of the employee’s
position; (ii) any intentional act of fraud, embezzlement or theft by the
employee during the course of the employee’s employment or any prior
employment, or the employee’s admission or conviction of a felony or of any
crime involving moral turpitude, fraud, embezzlement, theft or
misrepresentation; (iii) any gross negligence or willful misconduct of the
employee resulting in a loss to Parent or any of its subsidiaries (including
the Surviving Corporation); (iv) any conduct which damages the reputation of
Parent or any of its subsidiaries (including the Surviving Corporation); (v)
excessive absenteeism inconsistent with the employment policies of Parent; or
(vi) insubordination.


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     "Company” means Vivace Networks, Inc., a Delaware corporation.


     "Company Common Stock” has the meaning ascribed to it in the Merger
Agreement.


     "Effective Time” has the meaning ascribed to it in the Merger Agreement.


     "Eligible Employees” as of a particular Distribution Date (as defined
below) means individuals who: (i) were employees of any of the Acquired
Companies and (x) Held Company Common Stock or Lower-Priced Company Stock
Options at the Signing Time or (y) were granted Lower-Priced Company Stock
Options by the Company after the Signing Time and prior to the Effective Time;
and (ii) are employees of Parent or any of its subsidiaries (including the
Surviving Corporation) on such Distribution Date; provided, however, that
individuals who satisfy the preceding clause (i) but whose employment with
Parent or any of its subsidiaries (including the Surviving Corporation) was
terminated by Parent or any of its subsidiaries (including the Surviving
Corporation) at or after the Effective Time other than for Cause shall be
deemed Eligible Employees: (a) for purposes of clause “(A)” of each of Sections
4(b)(i), 4(b)(ii), 4(b)(iii) and 4(b)(iv) below, through and including the
first Distribution Date only following the date of such termination, and (b)
for purposes of clause “(B)” of each of Sections 4(b)(i), 4(b)(ii), 4(b)(iii)
and 4(b)(iv) below, through and including the final Distribution Date.


     "GAAP” has the meaning ascribed to it in the Merger Agreement.


     "Held” means, with respect to Company Common Stock or Company Stock
Options, that the applicable individual (i) has the power to vote or direct the
vote of such Company Common Stock, or (ii) has the power to dispose or direct
the disposition of such Company Common Stock or Company Stock Options. Without
limiting the foregoing, if an Eligible Employee shall have transferred any
shares of Company Common Stock to a Family Member, as such term is defined in
Rule 701 promulgated under the Securities Act of 1933, as amended, and such
shares of Company Common Stock were held by such Family Member at the Signing
Time, such shares shall be deemed to have been “Held” by such Eligible Employee
at the Signing Time for all purposes of this Program.


     "Lower-Priced Company Stock Options” has the meaning ascribed to it in the
Merger Agreement.


     "Merger Agreement” means that certain Agreement and Plan of Merger and
Reorganization by and among Tellabs, Inc., Venice Acquisition Corp., Vivace
Networks, Inc., Kenneth Koenig as Stockholder Representative, and, with respect
to Article VII only, LaSalle Bank National Association as Escrow Agent, dated
as of May 12, 2003.


     "Parent Common Stock” has the meaning ascribed to it in the Merger
Agreement.


     "Parent Stock Price” shall mean U.S. $7.00.


     "Person” has the meaning ascribed to it in the Merger Agreement.


     "Qualified Products” means any products identified on Exhibit A, as well
as any software upgrades or releases with respect to such products and any
products that constitute enhancements or further developments to or derivatives
of any of the foregoing.


     "Qualified Revenues” means (i) for the period from April 1, 2003 through
and including the Effective Time, the total dollar amount of Qualified Products
sold or otherwise disposed of to third parties during such period by the
Company (excluding any and all fees for maintenance, support or other services)
and credited to the income statement of the Company in accordance with the
Company’s then-existing revenue recognition rules; provided, however, that the
amount credited under this clause (i) shall exclude, except with respect to
Qualified Products delivered to NTT or as Parent otherwise agrees in writing,
the dollar amount of any Qualified Products sold at a price less than that
which yields gross profit determined in accordance with GAAP (calculated in the
aggregate as a percentage of revenue associated with each such sale or other
disposition) of less than fifty percent (50%), (ii) for the period beginning
the first day following the Effective Time, the total dollar amount of
Qualified Products sold or otherwise disposed of to third parties during such
period by the Surviving Corporation or Parent or any of Parent’s other
subsidiaries (excluding any and all fees for maintenance, support or other
services) and credited to the income statement of Parent in accordance with


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Parent’s then-existing revenue recognition rules; and (iii) for any
period, any other amounts which Parent in its sole discretion has consented in
writing shall be deemed Qualified Revenues.


     "Signing Time” means the close of business on May 12, 2003.


     "Stockholder Representative” has the meaning ascribed to it in the Merger
Agreement.


     "Successor” means any person, firm, corporation, or other business entity
which at any time, whether by purchase, merger or otherwise, directly or
indirectly acquires all or substantially all of the assets or business of
Parent.


     "Surviving Corporation” has the meaning ascribed to it in the Merger
Agreement.


     3.     Eligibility.


     Eligible Employees are eligible to participate in this Program.


     4.     Award of Parent Common Stock.


          (a) In General.



     To the extent payable in accordance with the provisions of this Program,
on each date on which a portion of the Award Amount is required to be
distributed by Parent pursuant to Section 4(b) below (each such date, a
“Distribution Date”), each Eligible Employee as of such Distribution Date shall
be entitled to receive that number of shares of Parent Common Stock equal to
the product of (i) the Award Per Share Amount as of such Distribution Date, and
(ii) the sum of (A) the total number of shares of Company Common Stock Held by
such Eligible Employee at the Signing Time, (B) the total number of shares of
Company Common Stock that were issuable upon the exercise of Lower-Priced
Company Stock Options Held by such Eligible Employee at the Signing Time and
(C) the total number of shares of Company Common Stock that were issuable upon
the exercise of Lower-Priced Company Stock Options issued by the Company to
such Eligible Employee after the Signing Time and prior to the Effective Time.


          (b) Distribution.



     Parent shall release and distribute the portion of the Award Amount that
becomes distributable to Eligible Employees pursuant to this Program, if any,
as follows:


               (i) February 14, 2004 Payment. On or before February 14, 2004, Parent
shall release and distribute that number of shares of Parent Common Stock
(rounded down to the nearest whole share) equal to the sum of (A) the product
of (1) one hundred twenty-five one-thousandths (0.125) and (2) the Award Amount
and (3) the quotient (but not to exceed 1.0) yielded by dividing the cumulative
Qualified Revenues from April 1, 2003 through and including December 31, 2003,
by Ten Million Dollars ($10,000,000) (the amount described in this clause (A),
the “December 2003 Revenue Amount”), plus (B) that number of shares of Parent
Common Stock (rounded down to the nearest whole share) equal to the quotient
yielded by dividing $1,250,000 by the Parent Stock Price.



               (ii) August 14, 2004 Payment. On or before August 14, 2004, Parent shall
release and distribute that number of shares of Parent Common Stock (rounded
down to the nearest whole share) equal to the sum of (A) the difference between
(1) the product of (I) twenty-five one-hundredths (0.25), (II) the Award Amount
and (III) the quotient (but not to exceed 1.0) yielded by dividing the
cumulative Qualified Revenues from April 1, 2003 through and including June 30,
2004 by Twenty Million Dollars ($20,000,000) and (2) the December 2003 Revenue
Amount (the amount described in this clause (A), the “June 2004 Revenue
Amount”), plus (B) that number of shares of



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Parent Common Stock (rounded down to the nearest whole share) equal to the
quotient yielded by dividing $1,250,000 by the Parent Stock Price.


               (iii) February 14, 2005 Payment. On or before February 14, 2005, Parent
shall release and distribute that number of shares of Parent Common Stock
(rounded down to the nearest whole share) equal to the sum of (A) the
difference between (1) the product of (I) three hundred seventy-five
one-thousandths (0.375), (II) the Award Amount and (III) the quotient (not to
exceed 1.0) yielded by dividing the cumulative Qualified Revenues from April 1,
2003 through and including December 31, 2004 by Thirty Million Dollars
($30,000,000) and (2) the sum of (I) the December 2003 Revenue Amount and (II)
the June 2004 Revenue Amount (the amount described in this clause (A), the
“December 2004 Revenue Amount”), plus (B) that number of shares of Parent
Common Stock (rounded down to the nearest whole share) equal to the quotient
yielded by dividing $1,250,000 by the Parent Stock Price.



               (iv) August 14, 2005 Payment. On or before August 14, 2005, Parent shall
release and distribute that number of shares of Parent Common Stock (rounded
down to the nearest whole share) equal to the sum of (A) the difference between
(1) the product of (I) fifty one-hundredths (0.50), (II) the Award Amount and
(III) the quotient yielded by dividing the cumulative Qualified Revenues from
April 1, 2003 through and including June 30, 2005 by Forty Million Dollars
($40,000,000) and (2) the sum of (I) the December 2003 Revenue Amount, (II) the
June 2004 Revenue Amount and (III) the December 2004 Revenue Amount, plus (B)
that number of shares of Parent Common Stock (rounded down to the nearest whole
share) equal to the quotient yielded by dividing $1,250,000 by the Parent Stock
Price.



     Notwithstanding the foregoing, (a) in no event shall the total number of
shares of Parent Common Stock to be distributed by Parent pursuant to this
Program exceed the Award Amount and (b) to the extent that Parent has
distributed the entire Award Amount prior to a particular Distribution Date,
Parent shall not be required to make any distribution pursuant to this Program
on such Distribution Date.


          (c) Amounts not Distributable.



     Any portion of the Award Amount that is not distributable to the Eligible
Employees at or prior to August 14, 2005 will be retained permanently by
Parent, and no Eligible Employee or any other person or entity shall have any
right or claim to such retained amounts.


          (d) No Fractional Shares.



     No fraction of a share of Parent Common Stock shall be issued in payment
of the Award Amount, but in lieu thereof each Eligible Employee otherwise
entitled to a fraction of a share of Parent Common Stock shall be entitled to
receive, subject to applicable withholding taxes, if any, an amount of cash
determined by multiplying the Parent Stock Price by the fractional share
interest to which such Eligible Employee would otherwise be entitled.


          (e) Award Rights Not Transferable.



     No Eligible Employee may sell, exchange, transfer or otherwise dispose of
his or her right to receive any portion of the Award Amount, other than by the
laws of descent and distribution or succession, and any transfer in violation
of this subsection (h) shall not be recognized.


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     5.     Award Distributions; Stockholder Representative Objections.


          (a) Award Notice to Stockholder Representative.



     Not later than fifteen (15) days prior to each applicable Distribution
Date, Parent shall deliver to the Stockholder Representative a memorandum (the
“Award Notice”) (i) stating the number of shares of Parent Common Stock to be
distributed at the applicable Distribution Date and (ii) specifying in
reasonable detail the calculation of the portion of the Award Amount to be
distributed by Parent, with the basis for such calculation (including the
amount of Qualified Revenues) and any supporting documentation, as applicable.


          (b) Stockholder Representative Objection.



     The Stockholder Representative shall have fifteen (15) days after his or
her receipt of the Award Notice to make an objection (in writing) to any item
in the Award Notice, and such statement will have been delivered to Parent
prior to the expiration of such fifteen (15) day period.


          (c) Resolutions of Conflicts.



     To the extent not specifically and expressly disputed in a timely manner
by the Stockholder Representative, Parent’s calculation of the portion of the
Award Amount to be distributed by Parent shall be conclusive and binding on the
Eligible Employees. If the Stockholder Representative objects in writing to
any distribution of a portion of the Award Amount prior to the expiration of
the fifteen (15) day period, Parent and the Stockholder Representative shall
resolve such conflict in accordance with the procedures set forth in Section
7.2(g) of the Merger Agreement.


          (d) Support for Achievement of Qualified Revenues.



     Parent shall provide to the Surviving Corporation reasonably adequate
resources and support through June 30, 2005 for the achievement of Qualified
Revenues by the Surviving Corporation. Without limiting the generality of the
foregoing, Parent agrees to use commercially reasonable efforts to ensure that
management, engineering and sales resources substantially equivalent to the
management, engineering and sales resources of the Company immediately prior to
the Effective Time shall be made available to the Surviving Corporation in
respect of the development, marketing and sale of Qualified Products for the
period through and including the final Distribution Date, subject at all times
to any event beyond Parent’s reasonable control that materially and adversely
affects the continued economic and business prospects of the Surviving
Corporation. Following any material breach of Parent’s obligations under this
clause (d), (i) on the Distribution Date immediately following such breach
Parent shall cause to be released and distributed pursuant to the Program a
number of shares of Parent Common Stock equal the excess of (A) the number of
shares of Parent Common Stock (rounded down to the nearest whole share) that is
equal to the quotient yielded by dividing Five Million Dollars ($5,000,000) by
the Parent Stock Price, over (B) the total number of shares of Parent Common
Stock distributed pursuant to this Program on previous Distribution Dates
pursuant to clause “(A)” of each of Sections 4(b)(i), 4(b)(ii), and 4(b)(iii)
above (as applicable), and (ii) thereafter Parent shall continue to be
obligated for all amounts otherwise payable under clause “(B)” of each of
Sections 4(b)(i), 4(b)(ii), 4(b)(iii) and 4(b)(iv) above. Recovery pursuant to
this clause (d) shall be the sole and exclusive remedy of the Stockholder
Representative or any Eligible Employee for any such breach by Parent.


     6.     Registration of Stock.


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As soon a practicable, but in no event later than forty-five (45) days after
the Effective Time, Parent will file, if available for use by Parent, with the
SEC a registration statement on Form S-8 (or other available form) registering
the maximum number of shares of Parent Common Stock distributable under this
Program.


     7.     Taxation of Benefits.


     Any awards of Parent Common Stock pursuant to this Program will be subject to
applicable withholding taxes, if any.


     8.     Administration.


     The Administrator shall have the exclusive discretion and authority to
establish rules, forms, and procedures for the administration of this Program,
and to construe and interpret this Program and to decide any and all questions
of fact, interpretation, definition, computation or administration arising in
connection with the operation of this Program, including, but not limited to,
the eligibility to participate in this Program and the amount of any award of
Parent Common Stock pursuant to this Program, to the extent consistent with the
terms of this Program. The rules, interpretations, computations and other
actions of the Administrator shall be binding and conclusive on all Eligible
Employees.


     9.     Amendment, Modification and Termination.


The Administrator expressly reserves the right to amend, modify or terminate
this Program, including whether to issue an award of Parent Common Stock under
this Program, at any time and for any reason; provided, however, that no such
amendment, modification or termination shall affect the right of an Eligible
Employee to receive any award of Parent Common Stock required to be distributed
by Parent as of any Distribution Date under the terms of this Program as it
existed at the Effective Time.


     10.     At-will Employment.


     This Program is neither intended to confer upon any Eligible Employee any
right with respect to continuing the Eligible Employee’s relationship as an
employee of Tellabs or any subsidiary of Tellabs, including the Surviving
Corporation nor shall it interfere in any way with a Eligible Employee’s right
or Tellab’s right (or the right of any subsidiary of Tellabs, including the
Surviving Corporation) to terminate such relationship at any time, with or
without cause, and with or without notice.


     11.     Governing Law.


This Program is governed by the internal substantive laws but not the choice of
law rules of the State of Illinois.


     12.     Binding on Successors.


     This Program will be binding on any Successor of Parent and, in the event
that any Person acquires all or substantially all of the assets or business of
the Surviving Corporation (an “Acquiring Person”), Parent shall require that
such Acquiring Person assume the obligations of Parent hereunder. Any such
Successor or Acquiring Person will be deemed substituted for the Parent under
the terms of this Program for all purposes. Such Successor or Acquiring Person
shall make payment of any remaining portion of the Award Amount, if and when
earned, by distributing in lieu of each share of Parent Common Stock that would
have otherwise been distributable by Parent hereunder, at its discretion (i) an
amount of cash equal to the Parent Stock Price, or (ii) in the event that the
common stock of such Successor or Acquiring Person is listed on any stock
exchange or a national market system, including without limitation the Nasdaq
National Market, that number of shares of the common stock of such Successor or
Acquiring Person, as the case may be, equal to the quotient yielded by dividing
the Parent Stock Price by the closing price of the common stock of such
Successor or Acquiring Person on the applicable stock exchange or national
market system on the closing date of the applicable acquisition by such
Successor or Acquiring Person (the “Acquisition Date”). Notwithstanding the
foregoing, in the event that any such Successor or Acquiring Person refuses to
assume the obligations of Parent under the Program, then on or


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prior to the Acquisition Date, Parent shall cause to be released and
distributed a number of shares of Parent Common Stock equal to the excess of
(1) the Award Amount, over (2) the total number of shares of Parent Common
Stock distributed pursuant to the Program on any Distribution Dates prior to
the Acquisition Date.



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EXHIBIT A


QUALIFIED PRODUCTS



	 	 	 	 	 
	Viva1050 Multi-Service IP Switch
	

	Product Code	 	CLEI Code	 	Description
	
	 	
	 	

	BASE SYSTEMS & COMPONENTS	 	 	 	 
	V1050-DC	 	
CNMHC00BRA
	 	Viva1050 Multi-Service IP Switch
Base Unit — DC Power[must order
VivOS separately]
	V1050-AC	 	
CNMHD00BRA
	 	Viva1050 Multi-Service IP Switch
Base Unit — AC Power
[must order VivOS separately]
	SYSTEM SOFTWARE	 	 	 	 
	V1-VIVOS	 	
NA
	 	VivOS — Viva1050 Multi-Service
Operating System Software
	V1-Upgarde	 	
NA
	 	VivOS — Viva1050 Upgrade
Subscription
	PHYSICAL LINE MODULES (PLM)	 	 	 	 
	V1-PLM048-10	 	
CNS2SSKCAA
	 	1port OC-48/STM-16 Multi-Service
PLM — SMF SR
	V1-PLM048-20	 	
CNS2SSLCAA
	 	1port OC-48/STM-16 Multi-Service
PLM — SMF IR
	V1-PLM048C-10	 	
CNS2STKCAA
	 	1port OC-48c/STM-16c Multi-Service
PLM — SMF SR
	V1-PLM048C-20	 	
CNS2STLCAA
	 	1port OC-48c/STM-16c Multi-Service
PLM — SMF IR
	V1-PLM012-20	 	
CNS2SULCAA
	 	4port OC-12/STM-4 Multi-Service PLM

- SMF IR
	V1-PLM012-30	 	
CNS2SUMCAA
	 	4port OC-12/STM-4 Multi-Service PLM

- SMF LR
	V1-PLM012C-2	 	
CNS2SVLCAA
	 	4port OC-12c/STM-4c Multi-Service
PLM — SMF IR
	V1-PLM012C-30	 	
CNS2SVMCAA
	 	4port OC-12c/STM-4c Multi-Service
PLM — SMF LR
	V1-PLM003T-20	 	
CNS2TWLCAA
	 	4port OC-3/STM-1 Multi-Service/TDM
PLM — SMF IR
	V1-PLM003T-30	 	
CNS2TWMCAA
	 	4port OC-3/STM-1 Multi-Service/TDM
PLM — SMF LR
	V1-PLM003C-20	 	
CNS3SX0BAA
	 	4port OC-3c/STM-1 Multi-Service PLM

- SMF IR
	V1-PLM003C-30	 	
CNS3SY0BAA
	 	4port OC-3c/STM-1 Multi-Service PLM

- SMF LR
	V1-PLM003C-42	 	
CNS3SZ0BAA
	 	4port OC-3c/STM-1 Multi-Service PLM

- MMF
	V1-PLMGE-20	 	
CNS2MYPCAA
	 	4port Gigabit Ethernet PLM -

1000BaseLX (Includes 4 LC/SFP

optics)



 






 




	 	 	 	 	 
	V1-PLMGE-10	 	
CNS2MZRCAA
	 	4port Gigabit Ethernet PLM -

1000BaseSX (Includes 4 LC/SFP

optics)
	V1-PLMGE-12	 	
CNS2MZSCAA
	 	4port Gigabit Ethernet PLM -

1000BaseSX (Includes 4 MT-RJ/SFP

optics)



-2-






 




	 	 	 	 	 
	Viva5100 Multi-Service IP Switch
	

	Product Code	 	CLEI Code	 	Description
	
	 	
	 	

	BASE SYSTEMS & COMPONENTS	 	 	 	 
	V5100-BASE	 	
BUNDLE:

CNMHE00BRA

CNCMGS0GAA
	 	Viva5100 Multi-Service IP Switch
Base
Unit (2 SCC Bundle)

[Bundle includes 1 V5100-DC + 2
V5100-SCC; must order VivOS separately]
	V5100-SCC	 	
CNCMGS0GAA
	 	Viva5100 Switch and Control Card (SCC)
	V5100-ULC	 	
CNS3RU0BAA
	 	Viva5100 Universal Line Card (ULC)
	V5100-DC	 	
CNMHE00BRA
	 	Viva5100 Chassis/Shelf Unit

[must order VivOS separately]
	SYSTEM SOFTWARE	 	 	 	 
	V5-VIVOS	 	
NA
	 	VivOS — Viva5100 Multi-Service
Operating System Software
	V5-Upgrade	 	
NA
	 	VivOS- Viva5100 Upgrade Subscription
	PHYSICAL LINE MODULES (PLM)	 	 	 	 
	V5-PLM192C-10	 	
CNS3SV0BAA
	 	1port OC-192c/STM-64c Multi-Service PLM

- SMF SR-0

[includes integrated ULC]
	V5-PLM192C-11	 	
CNS3SW0BAA
	 	1port OC-192c/STM-64c Multi-Service PLM

- SMF SR-1

[includes integrated ULC]
	V5-PLM192C-22	 	
-
	 	1port OC-192c/STM-64c Multi-Service PLM

- SMF IR-2

[includes integrated ULC]
	V5-PLM10GE-20	 	
-
	 	1port 10Gigabit Ethernet PLM — SMF LR
(LAN PHY)
[includes integrated ULC]
	V5-PLM10GE-21	 	
-
	 	1port 10Gigabit Ethernet PLM — SMF LW
(WAN PHY)
[includes integrated ULC]
	V5-PLM048-10	 	
CNS2SSKCAA
	 	1port OC-48/STM-16 Multi-Service PLM -

SMF SR
	V5-PLM048-20	 	
CNS2SSLCAA
	 	1port OC-48/STM-16 Multi-Service PLM -

SMF IR
	V5-PLM048C-10	 	
CNS2STKCAA
	 	1port OC-48c/STM-16c Multi-Service PLM

- SMF SR
	V5-PLM048C-20	 	
CNS2STLCAA
	 	1port OC-48c/STM-16c Multi-Service PLM

- SMF IR



-3-






 




	 	 	 	 	 
	V5-PLM012-20	 	
CNS2SULCAA
	 	4port OC-12/STM-4 Multi-Service PLM -

SMF IR
	V5-PLM012-30	 	
CNS2SUMCAA
	 	4port OC-12/STM-4 Multi-Service PLM -

SMF LR
	V5-PLM012C-20	 	
CNS2SVLCAA
	 	4port OC-12c/STM-4c Multi-Service PLM -

SMF IR
	V5-PLM012C-30	 	
CNS2SVMCAA
	 	4port OC-12c/STM-4c Multi-Service PLM -

SMF LR
	V5-PLM003T-20	 	
CNS2TWLCAA
	 	4port OC-3/STM-1 Multi-Service/TDM PLM

- SMF IR
	V5-PLM003T-30	 	
CNS2TWMCAA
	 	4port OC-3/STM-1 Multi-Service/TDM PLM

- SMF LR
	V5-PLM003C-20	 	
CNS3SX0BAA
	 	4port OC-3c/STM-1 Multi-Service PLM -

SMF IR
	V5-PLM003C-30	 	
CNS3SY0BAA
	 	4port OC-3c/STM-1 Multi-Service PLM -

SMF LR
	V5-PLM003C-42	 	
CNS3SZ0BAA
	 	4port OC-3c/STM-1 Multi-Service PLM -

MMF
	V5-PLMGE-20	 	
CNS2MYPCAA
	 	4port Gigabit Ethernet PLM — 1000BaseLX
(Includes 4 LC/SFP optics)
	V5-PLMGE-10	 	
CNS2MZRCAA
	 	4port Gigabit Ethernet PLM — 1000BaseSX
(Includes 4 LC/SFP optics)
	V5-PLMGE-12	 	
CNS2MZSCAA
	 	4port Gigabit Ethernet PLM — 1000BaseSX
(Includes 4 MT-RJ/SFP optics)



-4-






 




	 	 	 
	VivaESP Management System
	

	Product Code	 	Description
	
	 	

	V-ESP-SW	 	
VivaESP Management System Server Software
	V-ESP-C1	 	
VivaESP Client License (Single User)
	V-ESP-C5	 	
VivaESP Client License (5 Users)
	V-ESP-C10	 	
VivaESP Client License (10 Users)
	V-ESP-upgrade
(2)	 	
VivaESP Upgrade Subscription




-5-