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EXHIBIT 10.4 (CARRIERACCESS LOGO) CARRIER ACCESS CORPORATION INDEMNIFICATION AGREEMENT This Indemnification Agreement (the Agreement) is effective as of January 21, 2005 by
and between Carrier Access Corporation, a Delaware corporation (the Company) and David R. Laube
(the Indemnitee). WHEREAS, the Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company and its related entities; WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the
Company wishes to provide for the indemnification of, and the advancement of expenses to,
Indemnitee to the maximum extent permitted by law; WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability
insurance for the Companys directors, officers, employees, agents and fiduciaries, the significant
increases in the cost of such insurance and the general reductions in the coverage of such
insurance; WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate
litigation in general, subjecting directors, officers, employees, agents and fiduciaries to
expensive litigation risks at the same time as the availability and coverage of liability insurance
has been severely limited; and WHEREAS, in view of the considerations set forth above, the Company desires that Indemnitee
shall be indemnified and advanced expenses by the Company as set forth herein; NOW, THEREFORE, the Company and the Indemnitee hereby agree as set forth below. 1. Certain Definitions (a) Change in Control shall mean an event that shall be deemed to have occurred if, on or
after the date of this Agreement, (i) any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), other than a
trustee or other fiduciary holding securities under an employee benefit plan of the company acting
in such capacity or a corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the Company, who becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than 50% of the total voting power represented by the
Companys then outstanding Voting Securities, (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of Directors of the Company
and any new director whose election by the Board of Directors or nomination for election by the
Companys stockholders was approved by a vote of at least two thirds (2/3) of the directors then
still in office who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved cease for any reason to constitute a majority
thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would result in the Voting
Securities of the Company outstanding or immediately prior thereto continuing to represent (either
remaining outstanding or by being converted into Voting Securities of the surviving entity) at
least 80% of the total voting power represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or the stockholders of
the Company approve a plan of complete liquidation of the Company or an agreement for the




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sale or disposition by the Company of (in one transaction or a series of related transactions)
all or substantially all of the Companys assets. (b) Claim shall mean, with respect to a Covered Event, any threatened, pending or completed
action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or
investigation that Indemnitee in good faith believes might lead to the institution of any such
action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative, investigative or other. (c) References to the Company shall include, in addition to Carrier Access Corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or
merger to which Carrier Access Corporation (or any of its wholly owned subsidiaries) is a party
which, if its separate existence had continued, would have had power and authority to indemnify its
directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director,
officer, employee, agent or fiduciary of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee, agent or fiduciary of
another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this Agreement with respect to
the resulting or surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued. (d) Covered Event shall mean any event or occurrence related to the fact that Indemnitee is
or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the
Company, or is or was serving at the request of the Company as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by
reason of any action or inaction on the part of Indemnitee while serving in such capacity. (e) Expenses shall mean any and all expenses (including attorneys fees and all other costs,
expenses and obligations incurred in connection with investigating, defending, being a witness in
or participating in (including on appeal), or preparing to defend, to be a witness in or to
participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing,
inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such
settlement is approved in advance by the Company, which approval shall not be unreasonably
withheld), actually and reasonably incurred, of any Claim and any federal, state, local or foreign
taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement. (f) Expense Advance shall mean a payment to Indemnitee, pursuant to Section 3, of Expenses
in advance of the settlement of or final judgment in any action, suit, proceeding or alternative
dispute resolution mechanism, hearing, inquiry or investigation which constitutes a Claim. (g) Independent Legal Counsel shall mean an attorney or firm of attorneys, selected in
accordance with the provisions of Section 2(d) hereof, who shall not have otherwise performed
services for the Company or Indemnitee within the last three years (other than with respect to
matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under
similar indemnity agreements). Such Independent Legal Counsel shall not include any person who,
under the applicable standards of professional conduct then prevailing, would have a conflict of
interest in representing either the Company or the Indemnitee in an action to determine the
Indemnitees rights under this Agreement. (h) References to other enterprises shall include employee benefit plans; references to
fines shall include any excise taxes assessed on Indemnitee with respect to an employee benefit
plan; and references to serving at the request of the Company shall include any service as a
director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves
services by, such director, officer, employee, agent or fiduciary with respect to an employee
benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in -2-




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the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee
shall be deemed to have acted in a manner not opposed to the best interests of the Company as
referred to in this Agreement. (i) Reviewing Party shall mean, subject to the provisions of Section 2(d), any person or
body appointed by the Board of Directors in accordance with applicable law to review the Companys
obligations hereunder and under applicable law, which may include a member or members of the
Companys Board of Directors or Independent Legal Counsel. (j) Section refers to a section of this Agreement unless otherwise indicated. (k) Voting Securities shall mean any securities of the Company that vote generally in the
election of directors. 2. Indemnification. (a) Indemnification of Expenses. Subject to the provisions of Section 2(b) below, the
Company shall indemnify Indemnitee for Expenses to the fullest extent permitted by law if
Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to
be made a party to or witness or other participant in, any Claim (whether by reason of or arising
in part out of a Covered Event), including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses. (b) Review of Indemnification Obligations. Notwithstanding the foregoing, in the
event a Reviewing Party shall have determined pursuant to Section 145(d) of the General Corporation
Law of the State of Delaware (in a written opinion, in any case in which Independent Legal Counsel
is the Reviewing Party) that Indemnitee is not entitled to be indemnified hereunder under
applicable law, (i) the Company shall have no further obligation under Section 2(a) to make any
payments to Indemnitee not made prior to such determination by such Reviewing Party, and (ii) the
Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the
Company) for all Expenses theretofore paid in indemnifying Indemnitee; provided,
however, that if Indemnitee has commenced or thereafter commences legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee is entitled to be
indemnified hereunder under applicable law in accordance with Section 2(c), then any determination
made by any Reviewing Party that, under applicable law, Indemnitee is not entitled to be
indemnified hereunder shall not be binding, and, until a final judicial determination is made with
respect to such legal proceedings (as to which all rights of appeal therefrom have been exhausted
or lapsed), (x) Indemnitee shall not be required to reimburse the Company for any Expenses
theretofore paid in indemnifying Indemnitee and (y) Indemnitee shall be entitled to receive interim
payments of Expenses pursuant to Section 2(a). Indemnitees obligation to reimburse the Company
for any Expenses shall be unsecured and no interest shall be charged thereon. (c) Indemnitee Rights on Unfavorable Determination; Binding Effect. If a Reviewing
Party determines that Indemnitee is not entitled to be indemnified hereunder in whole or in part
under applicable law, Indemnitee shall have the right to commence litigation seeking an initial
determination by the court or challenging any such determination by such Reviewing Party or any
aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of
Section 15, the Company hereby consents to service of process and to appear in any such proceeding. (d) Selection of Reviewing Party; Change in Control.  (i)
    If there has not been a Change in Control, any
Reviewing Party shall be selected by the Board of Directors.(ii)
    If there has been such a Change in Control (other
than a Change in Control which has been approved by a majority of the
Companys Board of Directors who were directors immediately prior to
such Change in Control), any Reviewing Party with respect to all matters
thereafter arising concerning the rights of Indemnitee -3-




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to indemnification of Expenses under this Agreement or any other
agreement, or under the Companys Certificate of Incorporation or Bylaws
as now or hereafter in effect, or under any other applicable law, if
desired by Indemnitee, shall be Independent Legal Counsel selected by
Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld).(iii)
    If the parties are unable to agree upon the
Independent Legal Counsel under Section 2.(d)(ii) above, or if there has
been such a Change in Control which was approved by a majority of the
Companys Board of Directors who were directors immediately prior to
such Change in Control, the Independent Legal Counsel shall be selected
by lot from among at least five (5) law firms with offices in the State
of Delaware having more than fifty (50) attorneys, having a rating of
av or better in the then current Martindale Hubbell Law Directory and
having attorneys which specialize in corporate law. Such selection
shall be made in the presence of Indemnitee (and his legal counsel or
either of them, as Indemnitee may elect).  Such Independent Legal Counsel, among other things, shall render its written opinion
within ninety (90) days of its retention to the Company and Indemnitee as to whether
and to what extent Indemnitee would be entitled to be indemnified hereunder under
applicable law and the Company agrees to abide by such opinion. The Company agrees
to pay the reasonable fees of the Independent Legal Counsel referred to above and to
indemnify fully such counsel against any and all expenses (including attorneys
fees), claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto. Notwithstanding any other provision of this
Agreement, the Company shall not be required to pay Expenses of more than one
Independent Legal Counsel in connection with all matters concerning a single
Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel
for any or all other Indemnitees unless (i) the Company otherwise determines or (ii)
any Indemnitee shall provide a written statement setting forth in detail a reasonable
objection to such Independent Legal Counsel representing other indemnitees. (e) Mandatory Payment of Expenses. Notwithstanding any other provision of this
Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the
merits or otherwise, including, without limitation, the dismissal of an action without prejudice,
in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by
Indemnitee in connection therewith. 3. Expense Advances. (a) Obligation to Make Expense Advances. Upon receipt of a written undertaking by or
on behalf of the Indemnitee to repay such amounts if it shall ultimately be determined that the
Indemnitee is not entitled to be indemnified therefor by the Company, the Company shall make
Expense Advances to Indemnitee. (b) Form of Undertaking. Any obligation to repay any Expense Advances hereunder
pursuant to a written undertaking by the Indemnitee shall be unsecured and no interest shall be
charged thereon. (c) Determination of Reasonable Expense Advances. The parties agree that for the
purposes of any Expense Advance for which Indemnitee has made written demand to the Company in
accordance with this Agreement, all Expenses included in such Expense Advance that are certified by
affidavit of Indemnitees counsel as being reasonable shall be presumed conclusively to be
reasonable. -4-




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4. Procedures for Indemnification and Expense Advances. (a) Timing of Payments. All payments of Expenses (including, without limitation,
Expense Advances) by the Company to the Indemnitee pursuant to this Agreement shall be made to the
fullest extent permitted by law as soon as practicable after written demand by Indemnitee therefor
is presented to the Company, but in no event later than forty-five (45) business days after such
written demand by Indemnitee is presented to the Company, except in the case of Expense Advances,
which shall be made no later than twenty (20) days after such written demand by Indemnitee is
presented to the Company. (b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to
Indemnitees right to be indemnified or Indemnitees right to receive Expense Advances under this
Agreement, give the Company notice in writing as soon as practicable of any Claim made against
Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the
Company shall be directed to the Chief Executive Officer of the Company at the address shown on the
signature page of this Agreement (or such other address as the Company shall designate in writing
to Indemnitee). In addition, Indemnitee shall give the Company such information and cooperation as
it may reasonably require and as shall be within Indemnitees power. (c) No Presumptions; Burden of Proof. For purposes of this Agreement, the termination
of any Claim by judgment, order, settlement (whether with or without court approval) or conviction,
or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have any particular belief or that a
court has determined that indemnification is not permitted by this Agreement or applicable law. In
addition, it is the parties intention that if Indemnitee commences legal proceedings to secure a
judicial determination that Indemnitee should be indemnified under this Agreement or applicable
law, the question of Indemnitees right to indemnification shall be for the court to decide, and
neither the failure of any Reviewing Party to have made a determination as to whether Indemnitee
has met any particular standard of conduct or had any particular belief, nor an actual
determination by any Reviewing Party that Indemnitee has not met such standard of conduct or did
not have such belief, , shall be a defense to Indemnitees claim or create a presumption that
Indemnitee has not met any particular standard of conduct or did not have any particular belief.
In connection with any determination by any Reviewing Party or otherwise as to whether the
Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to
establish by clear and convincing evidence that Indemnitee is not so entitled. (d) Notice to Insurers. If, at the time of the receipt by the Company of a notice of
a Claim pursuant to Section 4(b) hereof, the Company has liability insurance in effect which may
cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the
insurers in accordance with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such
policies. (e) Selection of Counsel. In the event the Company shall be obligated hereunder to
provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim,
the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel
approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to
Indemnitee of written notice of the Companys election to do so. If the Indemnitee objects to
counsel selected by Company, Company shall provide a list at least three (3) other attorneys or
firms of attorneys for Indemnitee approval, and Indemnitee shall be required to approve one (1) of
the three (3) attorneys or firms of attorneys to serve as counsel under this provision or offer an
alternative selection of counsel for approval by Company. If the parties are unable to mutually
approve the selection of counsel hereunder, counsel shall be determined by the following person or
persons who shall be empowered to make such determination: (a) the Board of Directors of the
Company by a majority vote of Disinterested Directors (defined in Section 2(d)(iii) above), whether
or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by
a majority vote of such directors, whether or not such majority constitutes a quorum; or (c) the
stockholders of The -5-




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Company. Upon failure to select such counsel under this provision, such counsel shall be
selected upon application to a court of competent jurisdiction. After delivery of such notice,
approval of such counsel by Indemnitee and the retention of such counsel by the Company, the
Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate
counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim;
provided that (i) Indemnitee shall have the right to employ Indemnitees separate counsel in any
such Claim at Indemnitees expense and (ii) if (A) the employment of separate counsel by Indemnitee
has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that
there may be a conflict of interest between the Company and Indemnitee in the conduct of any such
defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then
the fees and expenses of Indemnitees separate counsel shall be Expenses for which Indemnitee may
receive indemnification or Expense Advances hereunder. 5. Additional Indemnification Rights; Nonexclusivity. (a) Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not specifically authorized
by the other provisions of this Agreement, the Companys Certificate of Incorporation, the
Companys Bylaws or by statute. In the event of any change after the date of this Agreement in any
applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a
member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of
the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by
such change. In the event of any change in any applicable law, statute or rule which narrows the
right of a Delaware corporation to indemnify a member of its board of directors or an officer,
employee, agent or fiduciary, such change, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the
parties rights and obligations hereunder except as set forth in Section 10(a) hereof. (b) Nonexclusivity. The indemnification and the payment of Expense Advances provided
by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the
Companys Certificate of Incorporation, its Bylaws, any other agreement, any vote of stockholders
or disinterested directors, the General Corporation Law of the State of Delaware, or otherwise.
The indemnification and the payment of Expense Advances provided under this Agreement shall
continue as to Indemnitee for any action taken or not taken while serving in an indemnified
capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity. 6. No Duplication of Payments. The Company shall not be liable under this Agreement
to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee
has otherwise actually received payment (under any insurance policy, provision of the Companys
Certificate of Incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder. 7. Partial Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of Expenses incurred in
connection with any Claim, but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled. 8. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that in
certain instances, federal law or applicable public policy may prohibit the Company from
indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or
otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be
required in the future to undertake with the Securities and Exchange Commission to submit the
question of indemnification to a court in certain circumstances for a determination of the
Companys right under public policy to indemnify Indemnitee. 9. Liability Insurance. To the extent the Company maintains liability insurance
applicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by
such policies in such a manner as to provide Indemnitee the same rights and benefits as are
provided to the most favorably insured of -6-




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the Companys directors, if Indemnitee is a director; or of the Companys officers, if
Indemnitee is not a director of the Company but is an officer; or of the Companys key employees,
agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or
fiduciary. 10. Exceptions. Notwithstanding any other provision of this Agreement, the Company
shall not be obligated pursuant to the terms of this Agreement: (a) Excluded Action or Omissions. To indemnify Indemnitee for Expenses resulting from
acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification
under this Agreement, the Companys Certificate of Incorporation or Bylaws, or applicable law;
provided, however, that notwithstanding any limitation set forth in this Section
10(a) regarding the Companys obligation to provide indemnification, Indemnitee shall be entitled
under Section 3 to receive Expense Advances hereunder with respect to any such Claim unless and
until a court having jurisdiction over the Claim shall have made a final judicial determination (as
to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged
in acts, omissions or transactions for which Indemnitee is prohibited from receiving
indemnification under this Agreement or applicable law. (b) Claims Initiated by Indemnitee. To indemnify or make Expense Advances to
Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of
defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to
establish or enforce a right to indemnification under this Agreement or any other agreement or
insurance policy or under the Companys Certificate of Incorporation or Bylaws now or hereafter in
effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has
approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145
of the General Corporation Law of the State of Delaware, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification or insurance recovery, as the case
may be. (c) Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by the
Indemnitee with respect to any action instituted (i) by Indemnitee to enforce or interpret this
Agreement, if a court having jurisdiction over such action determines as provided in Section 13
that each of the material assertions made by the Indemnitee as a basis for such action was not made
in good faith or was frivolous, or (ii) by or in the name of the Company to enforce or interpret
this Agreement, if a court having jurisdiction over such action determines as provided in Section
13 that each of the material defenses asserted by Indemnitee in such action was made in bad faith
or was frivolous. (d) Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment
of profits arising from the purchase and sale by Indemnitee of securities in violation of Section
16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute;
provided, however, that notwithstanding any limitation set forth in this Section
10(d) regarding the Companys obligation to provide indemnification, Indemnitee shall be entitled
under Section 3 to receive Expense Advances hereunder with respect to any such Claim unless and
until a court having jurisdiction over the Claim shall have made a final judicial determination (as
to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has violated
said statute. 11. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original. 12. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their respective successors,
assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business or assets of the Company), spouses, heirs and personal
and legal representatives. The Company shall require and cause any successor (whether direct or
indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all,
or a substantial part, of the business or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and -7-




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agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place. This Agreement shall continue
in effect regardless of whether Indemnitee continues to serve as a director, officer, employee,
agent or fiduciary (as applicable) of the Company or of any other enterprise at the Companys
request. 13. Expenses Incurred in Action Relating to Enforcement or Interpretation. In the
event that any action is instituted by Indemnitee under this Agreement or under any liability
insurance policies maintained by the Company to enforce or interpret any of the terms hereof or
thereof, Indemnitee shall be entitled to be indemnified for all Expenses incurred by Indemnitee
with respect to such action (including without limitation attorneys fees), regardless of whether
Indemnitee is ultimately successful in such action, unless as a part of such action a court having
jurisdiction over such action makes a final judicial determination (as to which all rights of
appeal therefrom have been exhausted or lapsed) that each of the material assertions made by
Indemnitee as a basis for such action was not made in good faith or was frivolous;
provided, however, that until such final judicial determination is made, Indemnitee
shall be entitled under Section 3 to receive payment of Expense Advances hereunder with respect to
such action. In the event of an action instituted by or in the name of the Company under this
Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled
to be indemnified for all Expenses incurred by Indemnitee in defense of such action (including
without limitation costs and expenses incurred with respect to Indemnitees counterclaims and
cross-claims made in such action), unless as a part of such action a court having jurisdiction over
such action makes a final judicial determination (as to which all rights of appeal therefrom have
been exhausted or lapsed) that each of the material defenses asserted by Indemnitee in such action
was made in bad faith or was frivolous; provided, however, that until such final
judicial determination is made, Indemnitee shall be entitled under Section 3 to receive payment of
Expense Advances hereunder with respect to such action. 14. Notice. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and signed
for by the party addressed, on the date of such delivery, or (ii) if mailed by domestic certified
or registered mail with postage prepaid, on the third business day after the date postmarked.
Addresses for notice to either party are as shown on the signature page of this Agreement, or as
subsequently modified by written notice. 15. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably
consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection
with any action or proceeding which arises out of or relates to this Agreement and agree that any
action instituted under this Agreement shall be commenced, prosecuted and continued only in the
Court of Chancery of the State of Delaware in and for New Castle County, which shall be the
exclusive and only proper forum for adjudicating such a claim. 16. Severability. The provisions of this Agreement shall be severable in the event
that any of the provisions hereof (including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain enforceable to the fullest extent
permitted by law. Furthermore, to the fullest extent possible, the provisions of the Agreement
(including without limitation each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal
or unenforceable. 17. Choice of Law. This Agreement, and all rights, remedies, liabilities, powers and
duties of the parties to this Agreement, shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to principles of conflicts of laws. 18. Subrogation. In the event of payment under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who
shall execute all -8-




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documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring
suit to enforce such rights. 19. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless
it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall
constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. 20. Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all
previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto. 21. No Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as giving Indemnitee any
right to be retained in the employ of the Company or any of its subsidiaries or affiliated entities. IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first above written. CARRIER ACCESS CORPORATIONBy:
    
    -s- Roger L. KoenigName:
    
    Roger L. KoenigTitle:
    
    Chairman of the Board, CEO & PresidentAddress:
    
    5395 Pearl ParkwayBoulder, CO 80301AGREED TO AND ACCEPTEDINDEMNITEE:-s- David R. Laube(signature)Name:
    
    David R. LaubeAddress:
    
    15825 W. Bayaud DriveGolden, CO 80401
 -9-