Exhibit 10.2EMPLOYMENT AGREEMENT     This Employment Agreement (this “Agreement”) is entered into as of April 21, 2005, by andbetween Visual Networks Operations, Inc., a company organized under the laws of Delaware (“Visual”or the “Employer”), and Lawrence S. Barker, an individual (hereafter the “Executive”).WITNESSETH:     WHEREAS, VISUAL desires to continue to employ the Executive, and the Executive desires tocontinue such employment, on the terms and conditions set forth herein;     WHEREAS, VISUAL and the Executive have entered into a Confidentiality, Non-Disclosure, AndNon-Solicitation Agreement (the “Non-Solicitation Agreement”);     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, andfor other good and valuable consideration, the sufficiency of which is hereby acknowledged, andintending to be legally bound hereby, VISUAL and Executive hereby agree as follows:ARTICLE 1POSITION OF EMPLOYMENT     1.1 Title and Position. VISUAL agrees to continue to employ Executive in thefollowing position: President and Chief Executive Officer.     1.2 Effective Date. April 21, 2005.     1.3 Exclusive Devotion of Business Time. VISUAL agrees to employ the Executive andthe Executive agrees to devote his full business time, effort, skills and loyalty to the businessof VISUAL, to effectively carry out his responsibilities to VISUAL hereunder and to render hisservices and skills in the furtherance of the business of VISUAL, except for during permittedvacation periods and reasonable periods of illness or other incapacity. This Section 1.2 does notprevent the Executive from: (i) serving on civic and charitable boards, subject to VISUAL’spolicies and standards; and (ii) managing his investments and the investments of his immediatefamily, subject VISUAL’s policies and standards. Despite anything in this Section 1.2 to thecontrary, the activities referenced in clauses (i) and (ii) above shall not, individually or in theaggregate, interfere with the performance of the Executive’s duties under this Agreement. To theextent that Executive desires to act as a member of the Board of Directors of another entity,VISUAL and the Executive shall reasonably discuss and attempt to come to an arrangement suitable toboth the Executive and VISUAL.     1.4 Conflict with Company Policies. The terms and conditions of Executive’semployment will, to the extent not addressed in this Agreement, be governed by VISUAL’s companypolicies (“Policies”). In the event of a conflict between this Agreement and thePolicies, the terms of this Agreement shall govern.[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEENREQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
 

 
ARTICLE 2DUTIES, AUTHORITY AND PERFORMANCE     2.1 Performance. Executive acknowledges and agrees that he is being offered aposition of continued employment by VISUAL with the understanding that he possesses a unique set ofskills, abilities, and experiences which will benefit VISUAL. Executive agrees that his continuedemployment with VISUAL is contingent upon his successfully performing his duties as set forth inthis Agreement.     2.2 Duties and Responsibilities. VISUAL agrees to continue to employ the Executive asthe President and Chief Executive Officer of VISUAL. Executive shall report to the Board ofDirectors (the “Board”) of Visual Networks, Inc. The primary responsibilities of the Executiveshall be determined by the Board from time to time. On the date hereof, the duties andresponsibilities of the Executive generally are as follows:            2.2.1 Executive shall render to the very best of his ability, on behalf of VISUAL, and shallundertake diligently, all duties assigned to him by the Board.            2.2.2 In the performance of the Executive’s duties hereunder, he must comply in each and everyrespect with applicable laws, rules and regulations applicable to VISUAL.            2.2.3 As President and Chief Executive Officer of VISUAL, Executive must develop and implementthe necessary plans to ensure the success of VISUAL. Executive must also effectively manage andadminister the day-to-day execution of these plans.            2.2.4 The Executive acknowledges that he may have to travel and work in different locationsfor business reasons from time to time as is reasonably necessary or advisable for the performanceof his duties hereunder.     2.3 Cooperation. During the term of this Agreement and any time thereafter, theExecutive agrees to give prompt written notice to VISUAL of any claim or injury relating to VISUAL,and to fully cooperate in good faith and to the best of his ability with VISUAL in connection withall pending, potential or future claims, investigations or actions which directly or indirectlyrelate to any transaction, event or activity about which the Executive may have knowledge becauseof his employment with VISUAL. Such cooperation shall include all assistance that VISUAL, itscounsel, or its representatives may reasonably request, including reviewing and interpretingdocuments, meeting with counsel, providing factual information and material, and appearing ortestifying as a witness. Should Executive be required to cooperate under the provisions of thisSection 2.3 after termination of his employment with VISUAL, then he shall be reimbursed by VISUALfor all reasonable costs and expenses related to his cooperation hereunder.     2.4 Duty of Loyalty. Executive acknowledges and agrees that he owes a fiduciaryduty of loyalty to act at all times in the best interests of VISUAL.
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     2.5 Business Opportunities. All business opportunities presented to Executive: i) byreason of Executive’s employment by VISUAL; or (ii) relating to the businesses and activitiesengaged in (or contemplated to be engaged in) by VISUAL or any affiliate of VISUAL prior to and asof the date hereof or during the term hereof, shall be owned by, and belong exclusively to, VISUAL,and the Executive shall have no personal interest or rights therein or thereto. Executive shallpromptly disclose any such business opportunity to VISUAL and execute and deliver to VISUAL,without additional compensation, such instruments as VISUAL may require from time to time toevidence its ownership of any such business opportunity.ARTICLE 3COMPENSATION AND BENEFITS     3.1 Base Salary. Executive shall be paid a base salary of three hundred thousanddollars ($300,000) annually (the “Base Salary”), subject to applicable federal, state, and localwithholding, such Base Salary to be paid to Executive on a semi-monthly basis. VISUAL may, in itssole discretion, increase the amount of Base Salary effective for any specified year or partthereof during the term of this Agreement.     3.2 Options. Executive was granted nonstatutory stock options on April 21, 2005 topurchase an aggregate of 200,000 shares of common stock of VISUAL pursuant to the NonstatutoryStock Option Grant Agreement (the “Grant Agreement”) dated April 21, 2005 between VISUAL andExecutive. Vesting of the options shall be as described in the Grant Agreements.     3.3 Annual Bonus. A bonus pool equal to sixty percent (60%) of Executive’s BaseSalary shall be available for Executive (the “Bonus Pool”). The performance metrics required forpayment of all or part of the annual bonus as well as payout intervals, if any, are set forth onExhibit A hereto, which shall be updated for each calendar year by the Board. In addition,Executive shall be eligible for quarterly bonuses, beginning for the quarter ended June 30, 2005,of $45,000 each, based upon the achievements of metrics as set forth on Exhibit A hereto.     3.4 Employee Benefits. During the period that Executive is employed by VISUAL and forsuch longer period as required by applicable law, Executive shall be eligible to participate in allemployee benefit plans, policies, programs, or perquisites in which other VISUAL employeesparticipate. Executive shall accrue Paid Time Off (“PTO”) at the rate of twenty (20) days peryear.     Details of VISUAL’s insurance plans, including benefit amounts, limitations and restrictionsare described in the summary plan descriptions provided to the Executive. If there is anydifference between the summary plan descriptions and the information set forth in this Agreement,then the information contained in the summary plan descriptions takes precedence.     3.5 Reimbursement for Expenses. VISUAL shall reimburse the Executive for all ordinary,necessary and reasonable out-of-pocket expenses incurred by the Executive for thebenefit of VISUAL upon presentation of appropriate documentation in accordance with VISUAL’spolicies in effect from time to time.
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ARTICLE 4TERMINATION OF EMPLOYMENT     4.1 Term. Executive’s employment by VISUAL shall extend until December 31, 2005 andthereafter, shall be renewed for successive one (1) year terms unless sooner terminated by VISUALor the Executive, as provided herein.     4.2 Executive’s Right to Terminate. The Executive has the right to terminate hisemployment under this Agreement for any reason or for no reason, at any time during the course ofthis Agreement by giving ninety (90) days notice in writing to the Board (the “Notice”). TheNotice period may be shortened by mutual agreement of the parties. During the Notice period,Executive must fulfill all his duties and responsibilities set forth in this Agreement, and use hisbest efforts to train and support his replacement, if any. Executive’s salary and benefits willremain unchanged during the Notice period.     4.3 VISUAL’s Right to Terminate. VISUAL has the right to terminate immediately theExecutive’s employment under this Agreement at any time for any of the following reasons:            4.3.1 Executive’s death; or            4.3.2 Executive’s “Disability”, which for purposes of this Agreement means the Executive’sincapacitation by accident, sickness or other circumstances which, in the reasonable good faithdetermination of the Board, renders Executive mentally or physically incapable of performing theduties and services required of him hereunder in substantially the same manner and to the extentrequired hereunder prior to the commencement of such Disability, either with or without reasonableaccommodation, on a full-time basis for a period of at least 90 consecutive days or for a period ofsix (6) non-consecutive months of the preceding eighteen (18) month period; or            4.3.3 For “Cause”, which for purposes of this Agreement shall mean:                    4.3.3.1 The Executive has engaged in conduct which: (A) resulted in a conviction of or plea ofguilty or no contest to a misdemeanor involving moral turpitude or involving the property ofVISUAL; or (B) resulted in a conviction of or plea of guilty or no contest to a felony under thelaws of the United States or any state or political subdivision thereof; or                    4.3.3.2 The Executive: (A) commits a breach of his fiduciary duty to VISUAL or any of itsaffiliates; or (B) commits an act of gross negligence; or (C) engages in willful misconduct; or (D)engages in any transaction which the Executive knows or should have known would constituteself-dealing or a conflict of interest between the Executive and VISUALand in which the Executive does or would receive any direct or indirect economic or pecuniarybenefit without prior disclosure of such transaction to VISUAL; or
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                    4.3.3.3 The Executive violates the internal procedures or policies of VISUAL in a manner whichhas a material adverse effect on the reputation, business or prospects of VISUAL, such as conductconstituting employment discrimination or sexual harassment; or                    4.3.3.4 Material default or other material breach by Executive of his obligations hereunder;or                    4.3.3.5 Failure by to perform diligently and competently his duties hereunder after writtennotice from VISUAL of such failure and thirty (30) days to remedy the deficiency described in suchnotice;            4.3.4 Without “Cause”, or            4.3.5 Upon non-renewal of this Agreement.     4.4 Effect of Termination on Compensation.            4.4.1 Termination by VISUAL Without Cause or Upon Change of Control. If Executive’semployment hereunder shall be terminated by the Employer without Cause, for non-renewal of thisAgreement, or upon a Change of Control, VISUAL agrees to provide Executive with severance pay,payable according to normal payroll practice, amounting to (i) twelve (12) months of theExecutive’s then applicable Base Salary (which for the purposes of this clause (i) of this Section4.4.1 shall be a minimum of $360,000), plus (ii) an amount equal to the Bonus Pool then in effect,payable at the end of the twelve (12) month severance period (the “Severance Pay”). In the eventthat Executive breaches any of the provisions of this Agreement (including but not limited toExecutive’s obligation to cooperate during the Notice period and/or the Non-SolicitationAgreement), all compensation and benefits hereunder shall cease immediately, Executive’stermination shall be treated as if it had been a termination for Cause, and Executive shall berequired to repay VISUAL any Severance Pay received hereunder.            4.4.2 Termination by Executive’s Resignation or by Employer for Cause, Death orDisability. If Executive’s employment is terminated by Executive by a voluntary resignation(for any reason or no reason), or for death, Disability or Cause (as those terms are defined insections 4.3.2 and 4.3.3 herein), all compensation and benefits payable hereunder shall terminatecontemporaneously with the date of the Executive’s termination of employment.ARTICLE 5GENERAL PROVISIONS     5.1 Notices. All notices and other communications required or permitted by thisAgreement to be delivered by VISUAL or Executive to the other party shall be delivered inwriting to the address shown below, either personally, by facsimile transmission or byregistered, certified or express mail, return receipt requested, postage prepaid, to the addressfor such party
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specified below or to such other address as the party may from time to time advisethe other party, and shall be deemed given and received as of actual personal delivery, on thefirst business day after the date of delivery shown on any such facsimile transmission (withconfirmed receipt) or upon the date or actual receipt shown on any return receipt if registered,certified or express mail is used, as the case may be.     Employer: Visual Networks Operations, Inc.  Attention: Director of Human Resources  2092 Gaither Road  Rockville, Maryland 20850     Executive: Lawrence S. Barker  9304 Belmart Road  Potomac, Maryland 20854     5.2 Amendments and Termination; Entire Agreement. This Agreement may not be amendedor terminated except by a writing executed by all of the parties hereto. This Agreementconstitutes the entire agreement of VISUAL and Executive relating to the subject matter hereof, andsupersedes all prior oral and written understandings and agreements, whether written or oral.Notwithstanding anything herein to the contrary, this Agreement shall not affect the applicabilityof the Non-Solicitation Agreement executed by Executive, and the Non-Solicitation Agreement shallremain in full force and effect notwithstanding this Agreement. This Agreement supersedes in allrespects the Employment Agreement between the Executive and VISUAL dated as of April 28, 2004.     5.3 Severability; Provisions Subject to Applicable Law. All provisions of thisAgreement shall be applicable only to the extent that they do not violate any applicable law, andare intended to be limited to the extent necessary so that they will not render this Agreementinvalid, illegal or unenforceable under any applicable law. If any provision of this Agreement orany application thereof shall be held to be invalid, illegal or unenforceable, the parties agreeand stipulate that any court of competent jurisdiction may enforce these restrictions to themaximum extent deemed reasonable, rather than declare any provision unenforceable.     5.4 Waiver of Rights. No waiver by VISUAL or Executive of a right or remedy hereundershall be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy ofthe same kind.     5.5 Definitions. Headings and Number. A term defined in any part of this EmploymentAgreement shall have the defined meaning wherever such term is used herein. The headings containedin this Agreement are for reference purposes only and shall not affect in any manner the meaning orinterpretation of this Employment Agreement. Where appropriate to the context of this Agreement,use of the singular shall be deemed also to refer to the plural, and use of the plural to thesingular.     5.6 Counterparts. This Agreement may be executed in separate counterparts, each ofwhich shall be deemed an original but all of which taken together shall constitute but one and the
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same instrument.     5.7 Governing Law. The parties acknowledge and expressly agree that this Agreementshall be governed by and interpreted in accordance with federal law and the laws of the State ofMaryland. The parties hereto agree that any disputes shall be resolved by the District Court ofMaryland for Montgomery County, the Circuit Court of Maryland for Montgomery County, or the UnitedStates District Court for the District of Maryland, as may be appropriate.     5.8 Attorneys Fees. If VISUAL incurs costs to enforce the terms of this Agreement(including but not limited to a declaratory judgment action), Executive shall reimburse VISUAL allof its costs and expenses, including reasonable attorneys’ fees.IN WITNESS WHEREOF, VISUAL and Executive have signed this Agreement.VISUAL NETWORKS OPERATIONS, INC.   By: /s/ Donald E. Clarke                      Donald E. Clarke  Executive Vice President and Chief Financial OfficerDate: April 21, 2005/s/ Lawrence S. Barker