<PAGE>


                                                                  EXHIBIT 10(QQ)

                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                   -----------------------------------------



          THIS AGREEMENT, made this 14 day of September, 1999, by and between C-
COR.NET CORP., a Pennsylvania Business Corporation with its principal place of
business at 60 Decibel Road, State College, Pennsylvania ("Corporation"),

                                     -AND-

          DAVID A. WOODLE, an individual, of 110 Berwick Drive, Boalsburg,
Pennsylvania 16827 ("Employee").

                                  BACKGROUND
                                  ----------

     A.  Employee has been employed by Corporation as its President and Chief
Executive Officer since July 20, 1998.

     B.  Corporation and Employee entered into an Employment Agreement dated as
of June 22, 1998, a true and correct copy of which is attached hereto as Exhibit
"A" (the "1998 Agreement").

     C.  Corporation and Employee mutually desire to set forth the terms of
certain amendments and additions to the 1998 Agreement.

     NOW, THEREFORE, in consideration of the mutual promises contained herein,
and intending to be legally bound thereby, the parties hereto agree as follows:
<PAGE>

                                  SECTION I.
                           Description of Employment
                           -------------------------

     1.01.  Employment and Term.  The term of Employee's employment with
            -------------------
Corporation commenced on July 20, 1998 and shall extend to June 30, 2003 (the
"Term").

     1.02.  Capacity.  During the Term, Employee shall serve as Corporation's
            --------
Chief Executive Officer and President, or in such other offices or capacities as
shall be determined by Corporation's Board of Directors.  Further, if elected by
Corporation's shareholders, Employee shall, without additional compensation
therefor, serve as a member of Corporation's Board of Directors.

     1.03.  Time and Efforts.  During the Term, Employee shall diligently and
            ----------------
conscientiously devote his best efforts and his full time and attention to the
discharge of his duties as Chief Executive Officer and President and of such
other duties as may be determined by the Board of Directors of Corporation.
Employee acknowledges that during the period of his employment pursuant to this
Agreement as the Chief Executive Officer and President of Corporation, he will
not have any other employment or business affiliations without the prior
approval of the Board of Directors of Corporation.

                                  SECTION II.
                                 Compensation
                                 ------------

     2.01.  Salary.  During the period of Employee's employment hereunder as
            ------
Chief Executive Officer and President (irrespective of such other offices or
titles as may be held by Employee) the Corporation shall pay to Employee a
salary at an annual rate of Two Hundred

                                       2
<PAGE>

Fifty Thousand and No/100 ($250,000.00) Dollars, payable bi-weekly, for services
rendered. The amount of Employee's salary shall be reviewed annually by the
Compensation Committee of the Board of Directors.

     2.02.  Business Expenses.  Employee shall be reimbursed by Corporation for
            -----------------
all reasonable expenses incurred in carrying out his employment duties or in
otherwise promoting the business of Corporation by presenting to the designated
officer of Corporation an itemized expense account report with receipts
attached.

     2.03.  Incentive Compensation.  During the Term, Corporation shall include
            ----------------------
Employee as a participant under Corporation's "Profit Incentive Plan."  Employee
will be entitled to such awards as are declared from time to time by the Board
of Directors under the terms of the "Profit Incentive Plan."

     2.04.  Supplemental Retirement Plan.  Employee will be entitled to
            ----------------------------
participate in Corporation's supplemental retirement plan with an annual
supplemental retirement benefit of Twenty-five Thousand and NO/100 ($25,000.00)
Dollars commencing at Employee's retirement and continuing for a period of
fifteen (15) years in accordance with and subject to the terms of such plan and
a participation agreement to be entered into between Corporation and Employee
under such plan.

     2.05.  Life Insurance Coverage.  Corporation will provide to Employee group
            -----------------------
term life insurance in a face amount equal to three times the Employee's salary.
Changes in life insurance coverage will occur at the same time Employee's salary
is changed pursuant to Section 2.01 hereof.

                                       3
<PAGE>

     2.06.  Automobile Allowance.  During the Term, Corporation shall pay
            --------------------
Employee, on or about the first of each month, a monthly allowance of Eight
Hundred and No/100 ($800.00) Dollars to be used to defray Employee's automobile
expenses.

     2.07.  Financial and Tax Planning Reimbursement.  Corporation agrees to
            ----------------------------------------
reimburse Employee for expenses incurred in his personal financial and tax
planning up to an amount not exceeding One Thousand Five Hundred and No/100
($1,500.00) Dollars per year during the Term of this Agreement.

     2.08.  Other Benefit Plans.  Employee shall also be eligible to participate
            -------------------
in Corporation's other fringe benefit plans, including both those plans
presently existing and those which may in the future be adopted, in accordance
with the terms and provisions of such plans.

     2.09.  Vacation.  Employee shall be entitled to a reasonable amount of
            --------
vacation but not less than three (3) weeks per year.

     2.10.  Club Memberships.  Corporation agrees to reimburse Employee for
            ----------------
annual dues he is required to pay as a condition of membership at the Centre
Hills Country Club during the Term of this Agreement.

     2.11.  Physical Examination.  Corporation agrees to reimburse Employee for
            --------------------
the expense of an annual physical examination by a physician selected by
Employee.

                                 SECTION III.

                             Intellectual Property
                             ---------------------

     3.01.  Disclosure.  Employee agrees to promptly and fully disclose to
            ----------
Corporation all inventions, improvements, original works of authorship,
formulas, processes, computer

                                       4
<PAGE>

programs, techniques, know-how and data (hereinafter collectively referred to as
"Inventions"), whether or not patentable or copyrightable, made or conceived or
first reduced to practice or learned by Employee either alone or jointly with
others, whether during Employee's regular hours of employment and directly or
indirectly relating to or capable of being used for the benefit of Corporation's
business. Employee agrees, without compensation additional to that provided for
in Section II of this Agreement, to assign all rights in and to such Inventions
to Corporation and to execute, at Corporation's request, appropriate documents
effectuating such assignments.

     3.02.  Maintenance of Records.  Employee agrees to maintain accurate and
            ----------------------
current written records of all such Inventions, in the form of notes, sketches,
drawings, or reports which shall be and will remain the property of and be
available to Corporation at all times.

     3.03.  Provision of Assistance.  Employee agrees, upon Corporation's
            -----------------------
request, during and after the Term of employment set forth herein, to assist
Corporation, its attorneys, and nominees at its or their expense in preparing
and prosecuting applications for letters patent on Inventions created by him and
applications to register copyrights on inventions created by him providing,
however, that time actually spent by Employee at such work after termination of
employment, at Corporation's request, shall be paid for by Corporation at a
reasonable rate, and that necessary expenses incurred by Employee in connection
with Employee's duties under this paragraph shall be paid by Corporation.

     3.04.  Previous Inventions.  Employee expressly retains an interest in and
            -------------------
title to Inventions patented or unpatented which Employee conceived prior to his
Term of employment with Corporation.

                                       5
<PAGE>

     3.05.  Term of Obligations.  Employee's termination of employment by
            -------------------
Corporation under this Agreement shall not affect the obligations imposed on
Employee by Paragraphs 3.01, 3.02 and 3.03 and such obligations shall be binding
on Employee's heirs, executors and administrators.

                                  SECTION IV.

                      Confidentiality and Noncompetition
                      ----------------------------------

     4.01.  Confidentiality.  Employee agrees, during and after his Term of
            ---------------
employment hereunder, without the prior written consent of Corporation, not to
disclose to any person other than Corporation, by publication or otherwise, or
use for his own benefit, any confidential information of Corporation or any
Inventions, whether conceived in whole or in part by Employee or by others.
Employee's duty under this paragraph includes but is not limited to the
nondisclosure of trade secrets or confidential information, knowledge or data of
Corporation which he may obtain during the course of his employment relating to
Corporation's business, technical or otherwise, including but not limited to
manufacturing methods, processes, techniques, products, engineering development
products, computer programs, customer lists, machines, research, compositions,
inventions or discoveries.  Employee agrees that upon leaving the employ of
Corporation, he will not take with him any original or copy of documents, or
records relating to the foregoing matters, without the written consent of
Corporation.  This Section does not apply to any Inventions described in Section
3.04 above.

                                       6
<PAGE>

     4.02.  Noncompetition.  In consideration of Employee's employment, for the
            --------------
duration of his employment by Corporation, and for a period of two (2) years
after the termination thereof, Employee agrees:

          (a) Not to, on behalf of himself or any other entity or corporation,
     directly or indirectly, as an employee, agent, independent contractor,
     owner, stockholder, partner, officer, director or otherwise, engage in the
     business of the  manufacture or sale of electronic equipment for use in
     cable television or broadband data transmission systems in North America,
     Central America and South America, Europe, the Middle East and the Far
     East, including the Pacific Rim.

          (b) Not to call on or solicit, on behalf of himself or on behalf of
     any other entity or corporation, any of the customers of Corporation for
     the purpose of selling or distributing to any of said customers any product
     or service comparable to or competitive with products or services
     developed, sold and/or distributed by Corporation or products or services
     which Corporation may have under development during the period of time
     Employee was employed by Corporation ("Corporation's Products"); nor will
     Employee in any way, directly or indirectly, for himself or on behalf of
     any other entity or corporation, solicit, divert or take away any customer
     of Corporation.  For purposes of this Agreement, "customer" shall mean any
     person, entity or corporation which has purchased Corporation's Products,
     or has received a price quotation from Corporation for Corporation's

                                       7
<PAGE>

     Products, at any time within the three (3) year period prior to the date of
     termination of Employee's employment.

          (c) Not to enter or attempt to enter into an employment or agency
     relationship with any person who, at the time of such entry (or attempted
     entry), or at the time of termination of Employee's service with
     Corporation, was an officer, director, employee, principal or agent of
     Corporation if, but only if, such employment or agency relationship is with
     respect to a business in competition with Corporation.

          (d) Not to induce or attempt to induce any person described in
     subparagraph (c) to leave his or her employment, agency, directorship or
     office with Corporation to enter into a business in competition with
     Corporation.

          It is understood by and between the parties to this Agreement that the
aforesaid covenants set forth in this Section 4.02 are essential elements of
this Agreement, and that, but for the agreement of Employee to comply with such
covenants, Corporation would not have agreed to the terms of employment set
forth in this Agreement.  Such covenants by Employee shall be construed as
agreements independent of any other provisions in this Agreement.  The existence
of any claim or cause of action by Employee against Corporation, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by Corporation of such covenants.

          In addition to all other legal remedies available to Corporation for
enforcement of the covenants of this Section 4.02, the parties agree that
Corporation shall be entitled to an

                                       8
<PAGE>

injunction by any court of competent jurisdiction to prevent or restrain any
breach or threatened breach hereof.

          The parties to this Agreement agree that, if any court of competent
jurisdiction determines the specified time period or the specified geographical
area of application, or the definition of Corporation's Products in such
covenants to be unreasonable, arbitrary or against public policy, then a lesser
time period and/or a smaller geographical area and/or a less encompassing
definition of Corporation's Products which are determined to be reasonable,
nonarbitrary and not against public policy may be enforced against Employee.
The parties to this Agreement agree and acknowledge that they are familiar with
the present and proposed operations of Corporation and believe that the
restrictions set forth in this Section 4.02 are reasonable with respect to its
subject matter, duration and geographical application.

          The provisions of this Section 4.02 may be waived, in part or fully,
in writing by Corporation at its option.

          These restrictive covenants shall survive the termination of this
Agreement.

                                  SECTION V.

                               Change of Control
                               -----------------

     5.01.  Change of Control.  The provisions of Sections 5.02 and 5.03 of this
            -----------------
Agreement shall become operative upon a change of control of Corporation, as
hereinafter defined.  For purposes of this Agreement, a "change of control"
shall be deemed to have occurred if and when:

          (a) Subsequent to the date of this Agreement, any person or group of
     persons acting in concert shall have acquired ownership of or the right to
     vote or

                                       9
<PAGE>

     to direct the voting of shares of capital stock of Corporation representing
     thirty (30%) percent or more of the total voting power of Corporation, or

           (b) Corporation shall have merged into or consolidated with another
     corporation, or merged another corporation into Corporation, on a basis
     whereby less than fifty (50%) percent of the total voting power of the
     surviving corporation is represented by shares held by former shareholders
     of Corporation prior to such merger or consolidation, or

          (c) Corporation shall have sold more than fifty (50%) percent of its
     assets to another corporation or other entity or person, or

          (d) As the result of, or in connection with, any cash tender or
     exchange offer, merger or other business combination, sale of assets or
     contested election, the persons who were directors of Corporation before
     such transaction cease to constitute a majority of directors of
     Corporation.

     5.02.  Termination Within Eighteen (18) Months.  In the event that the
            ---------------------------------------
employment of Employee with Corporation is terminated involuntarily within
eighteen (18) months after a change of control occurs:
          (a) Employee shall be entitled to receive an amount of cash equal to
     the sum of the following amounts:

               (i) two (2) times his annual salary as provided for in Section
          2.01 hereof at his rate on the date of termination of employment (but
          not less than two times Employee's annual salary prior to the Change
          of Control); and

                                      10
<PAGE>

               (ii) two (2) times Corporation's annual 401(k) retirement plan
          contribution at the Employee's contribution rate on the termination of
          his employment (but not less than the amount the Corporation was
          matching prior to Change of Control) (and subject to applicable
          limitations of the Internal Revenue Code, which may dictate that such
          amount shall not be added to the retirement plan but shall be paid in
          cash).

          The sum of these amounts shall be paid in equal monthly installments
     over a period of twenty-four (24) months, the first such installment to be
     paid within ten (10) days after Employee's termination of employment.

          (b) Employee shall be entitled to receive an amount of cash equal to
     two times the amount that would have been awarded to him under the Profit
     and Performance Achievement Plan of the Corporation, pursuant to the terms
     of such plan as in effect immediately prior to such change in control and
     regardless of whether such plan may have been changed thereafter, for the
     then-current calendar year if such award were based on one hundred (100%)
     percent of his share under said plan for such calendar year.  Such amount
     shall be paid at the same time as awards are paid to other participants in
     said plan if such plan shall have been continued but in no event later than
     July 31 of the year following that year in respect of which the award was
     to have been paid.

          (c) Employee shall continue for a period of twenty-four (24) months
     from the date of his termination to be covered at the expense of
     Corporation by

                                      11
<PAGE>

     the same or equivalent health, dental, accident, life and disability
     insurance coverages as he was enrolled in immediately prior to termination
     of his employment; provided however, that the Employee may elect to be paid
     in cash within thirty (30) days after termination of his employment an
     amount equal to Corporation's cost of providing such coverages during such
     period.

          (d) All outstanding options held by Employee, both exercisable and
     nonexercisable, shall be immediately exercisable regardless of the time the
     option has been held by Employee and shall remain exercisable until their
     original expiration date, subject to applicable requirements of the
     Internal Revenue Code.

          (e) Corporation shall continue for a period of twenty-four (24) months
     to pay Employee's monthly dues and special assessments, if any, of any club
     of which Employee was a member at the time of termination and of which
     Corporation was paying such dues and shall permit the Employee to continue
     to use such membership thereafter, without reimbursement to Corporation of
     any membership or initiation fees or assessments, so long as Employee
     wishes to do so on the basis that monthly fees and special assessments will
     thereafter be paid by him.

          (f) Corporation shall for a period of twenty-four (24) months continue
     to pay Employee Eight Hundred and No/100 ($800.00) Dollars per month for
     expenses of operating an automobile owned by Employee.

     5.03.  Resignation Within Two Years.  In the event the Employee should
            ----------------------------
determine in good faith that his status or responsibilities with Corporation has
or have diminished subsequent

                                      12
<PAGE>

to a change of control, and shall for that reason resign from his employment
with Corporation within two (2) years after such change in control, Employee
shall be entitled to receive all of the payments and enjoy all of the benefits
specified in Section 5.02 hereof as if Employee's employment by Corporation had
terminated on the date of Employee's resignation.

     5.04.  Agreements Not Exclusive.  The specific agreements referred to in
            ------------------------
this Section V are not intended to exclude Employee's participation in other
benefits available to executive personnel generally or to preclude other
compensation or benefits as may be authorized by the Board of Directors of
Corporation at any time.

     5.05.  Enforcement Costs.  Corporation is aware that upon the occurrence of
            -----------------
a change of control the Board of Directors or a shareholder of Corporation may
then cause or attempt to cause Corporation to refuse to comply with its
obligations under this Section V, or may cause or attempt to cause corporation
to institute, or may institute, litigation seeking to have this Section V
declared unenforceable, or may take, or attempt to take, other action to deny
Employee the benefits intended under this Section V.  In these circumstances,
the purpose of this Section V could be frustrated.  It is the intent of
Corporation that Employee not be required to incur the expenses associated with
the enforcement of his rights under this Section V by litigation or other legal
action because the cost and expense thereof would substantially detract from the
benefits extended to Employee hereunder, nor be bound to negotiate any
settlement of his rights hereunder under threat of incurring such expenses.
Accordingly, if following a change of control, it should appear to Employee that
Corporation has failed to comply with any of its obligations under this Section
V or in the event that Corporation or any other person takes any action to
declare this Section V void or unenforceable, or institute any litigation or
other legal

                                      13
<PAGE>

action designed to deny, diminish or to recover from Employee the benefits
intended to be provided to Employee hereunder and that Employee has complied
with all reasonable obligations related to Employee's employment with
Corporation, Corporation irrevocably authorizes Employee from time to time to
retain counsel of his choice at the direct expense and liability of Corporation
as provided in this Section 5.05 to represent Employee in connection with the
initiation or defense of any litigation or other legal action, whether by or
against Corporation or any director, officer, shareholder or other person
affiliated with Corporation, in any jurisdiction. Notwithstanding any existing
or prior attorney-client relationship between Corporation and such counsel,
Corporation irrevocably consents to Employee entering into an attorney-client
relationship with such counsel, and in that connection Corporation and Employee
agree that a confidential relationship shall exist between Employee and such
counsel. The reasonable fees and expenses of counsel selected from time to time
by Employee as hereinabove provided shall be paid or reimbursed to Employee by
Corporation on a regular, periodic basis upon presentation by Employee of a
statement or statements prepared by such counsel in accordance with its
customary practices up to a maximum aggregate amount of Five Hundred Thousand
and No/100 ($500,000.00) Dollars, said amount to be "grossed up" to cover
federal and state income taxes. The amount of the gross up shall be calculated
in accordance with the following formula: A/(1-R), where A is the amount of
legal fees and R is the combined highest marginal tax rate applicable to
Employee in the tax year that the payment is made.

     5.06.  No Set-Off.  Corporation shall not be entitled to set-off against
            ----------
the amount payable to Employee any amounts earned by Employee in other
employment after termination of his employment with Corporation, or any amounts
which might have been earned by Employee

                                      14
<PAGE>

in other employment had he sought other employment. The amounts payable to
Employee under this Section V shall not be treated as damages but as severance
compensation to which Employee is entitled by reason of termination of his
employment in the circumstances contemplated by this Section V. However, a set-
off may be taken by Corporation against the amounts payable to Employee for
expenses covering the same or equivalent hospital, medical, accident, and
disability insurance coverages as set forth in Section 5.02(c); or for expenses
covering monthly dues and special assessments of any club of which Employee was
a member at the time of termination and of which Corporation was paying dues as
set forth in Section 5.02(e); or for expenses related to monthly automobile
allowance as set forth in Section 5.02(f) if such benefits are paid for the
Employee by a new employer after Employee's termination of employment by
Corporation under Section 5.02 hereof or after Employee's resignation under
Section 5.03 hereof.

     5.07.  Termination.  The provisions of this Section V shall continue during
            -----------
the Term hereof but shall terminate when the employment of Employee with
Corporation shall terminate, so long as such termination was not in anticipation
of or related to a change of control.

                                  SECTION VI

              Indemnification for Service as Director and Officer
              ---------------------------------------------------

     6.01.  Indemnity of Employee.  Should Employee serve Corporation as a
            ---------------------
director or officer during the Term, Corporation shall hold harmless and
indemnify Employee as a director or officer to the full extent authorized or
permitted by the provisions of the Pennsylvania

                                      15
<PAGE>

Business Corporation Law (the "State Statute"), or by any amendment thereof or
other statutory provisions authorizing or permitting such indemnification which
is adopted after the date hereof.

     6.02.  Maintenance of Insurance and Self-Insurance.
            -------------------------------------------
            (a) Corporation represents that it presently has in force and effect
     policies of Directors and Officers Liability Insurance ("D&O Insurance") in
     insurance companies and amounts as follows (the "Insurance Policies"):

                     Insurer                    Amount
                     -------                    ------
         Gulf Insurance Co.                      $10,000,000
         Tamarack American, a division           $10,000,000 in excess of the
         of Great American Insurance Company     above $10,000,000


               Subject only to the provisions of Section 6.02(b) hereof,
     Corporation hereby agrees that, so long as Employee shall serve as a
     director or officer of Corporation (or shall continue at the request of
     Corporation to serve as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise) and
     thereafter so long as Employee shall be subject to any possible claim or
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal or investigative by reason of the fact that Employee was a
     director or officer of Corporation (or served in any of said other
     capacities), Corporation will purchase and maintain in effect for the
     benefit of  Employee one more valid, binding and enforceable policy or
     policies of D&O Insurance providing, in all respects, coverage at least
     comparable to that presently provided pursuant to the Insurance Policies.

                                      16
<PAGE>

          (b) Corporation shall not be required to maintain said policy or
     policies of D&O Insurance in effect if said insurance is not reasonably
     available or if, in the reasonable business judgment of the then directors
     of Corporation, either (i) the premium cost for such insurance is
     substantially disproportionate to the amount of coverage or (ii) the
     coverage provided by such insurance is so limited by exclusions that there
     is insufficient benefit from such insurance.

          (c) In the event Corporation does not purchase and maintain in effect
     said policy or policies of D&O Insurance pursuant to the provisions of
     Section 6.02(b) hereof, Corporation agrees to hold harmless and indemnify
     Employee to the full extent of the coverage which would otherwise have been
     provided for the benefit of Employee pursuant to the Insurance Policies.

     6.03.  Additional Indemnity.  Subject only to the exclusions set forth in
            --------------------
Section 6.04 hereof, Corporation hereby further agrees to hold harmless and
indemnify Employee:

          (a) Against any and all expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred by Employee in connection with any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (including an action by or in the right of
     the Corporation) to which Employee is, was or at any time becomes a party,
     or is threatened to be made a party, by reason of the fact that Employee
     is, was or at any time becomes a director, officer, employee or agent of
     Corporation, or is or was serving or at any time serves at the request of

                                      17
<PAGE>

     Corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise; and


          (b) Otherwise to the fullest extent as may be provided to Employee by
     Corporation under the non-exclusivity provisions of Section 7-1 of the
     Bylaws of Corporation and the State Statute.

     6.04.  Limitations on Additional Indemnity.  No indemnity pursuant to
            -----------------------------------
Section 6.03 hereof shall be paid by Corporation:

          (a) except to the extent the aggregate of losses to be indemnified
     thereunder exceeds the sum of One Thousand and No/100 ($1,000.00) Dollars
     plus the amount of such losses for which Employee is indemnified either
     pursuant to Sections 6.01 or 6.02 hereof or pursuant to any D&O Insurance
     purchased and maintained by the Corporation;

          (b) in respect to remuneration paid to Employee if it shall be
     determined by a final judgment or other final adjudication that such
     remuneration was in violation of law;

          (c) on account of any suit in which judgment is rendered against
     Employee for an accounting of profits made from the purchase or sale by
     Employee of securities of Corporation pursuant to the provisions of Section
     16(b) of the Securities Exchange Act of 1934 and amendments thereto or
     similar provisions of any federal, state or local statutory law;

                                      18
<PAGE>

          (d) on account of Employee's conduct which is finally adjudged by a
     court of competent jurisdiction to have been knowingly fraudulent or
     deliberately dishonest or to have constituted willful misconduct or
     recklessness;

          (e) if a final decision by a court of competent jurisdiction shall
     determine that such indemnification is not lawful.

     6.05.  Continuation of Indemnity.  All agreements and obligations of
            -------------------------
Corporation contained herein shall continue during the period Employee is a
director, officer, employee or agent of Corporation (or is or was serving at the
request of Corporation as a director, officer, employee or agent of another
corporations, partnership, joint venture, trust or other enterprise) and shall
continue thereafter so long as Employee shall be subject to any possible claim
or threatened, pending or completed action, suit or proceeding, whether civil,
criminal or investigative, by reason of the fact that Employee was a director of
Corporation or serving in any other capacity referred to herein.

     6.06.  Notification and Defense of Claim.  Promptly after receipt by
            ---------------------------------
Employee of notice of the commencement of any action, suit or proceeding,
Employee will, if a claim in respect thereof is to be made against Corporation
under this Section VI, notify corporation of the commencement thereof; but the
omission so to notify Corporation will not relieve it from any liability which
it may have to Employee otherwise than under this Section VI.  With respect to
any such action, suit or proceeding as to which Employee notifies Corporation of
the commencement thereof:

          (a) Corporation will be entitled to participate therein at its own
     expense; and

                                      19
<PAGE>

          (b) Except as otherwise provided below, to the extent that it may
     wish, Corporation jointly with any other indemnifying party similarly
     notified will be entitled to assume the defense thereof, with counsel
     satisfactory to Employee.  After notice from Corporation to Employee of its
     election so to assume the defense thereof, Corporation will not be liable
     to Employee under this Section VI for any legal or other expenses
     subsequently incurred by Employee in connection with the defense thereof
     other than reasonable costs of investigation or as otherwise provided
     below.  Employee shall have the right to employ Corporation's counsel in
     such action, suit or proceeding but the fees and expenses of such counsel
     incurred after notice from Corporation of its assumption of the defense
     thereof shall be at the expense of Employee unless (i) the employment of
     counsel by Employee has been authorized by Corporation, (ii) Employee shall
     have reasonably concluded that there may be a conflict of interest between
     Corporation and Employee in the conduct of the defense of such action or
     (iii) Corporation shall not in fact have employed counsel to assume the
     defense of such action, in each of which cases the fees and expenses of
     counsel shall be at the expense of Corporation.  Corporation shall not be
     entitled to assume the defense of any action, suit or proceeding brought by
     or on behalf of Corporation or as to which Employee shall have made the
     conclusion provided for in (ii) above.

          (c) Corporation shall not be liable to indemnify Employee under this
     Section VI for any amounts paid in settlement of any action or claim
     effected without its written consent.  Corporation shall not settle any
     action or claim in any

                                      20
<PAGE>

     manner which would impose any penalty or limitation on Employee with
     Employee's written consent. Neither Corporation nor Employee will
     unreasonably withhold its or his consent to any proposed settlement.

     6.07.  Repayment of Expenses.  Employee will reimburse Corporation for all
            ---------------------
reasonable expenses paid by Corporation in defending any civil or criminal
action, suit or proceeding against Employee in the event and only to the extent
that it shall be ultimately determined that Employee is not entitled to be
indemnified by Corporation for such expenses under the provisions of the State
Statute, the Bylaws of Corporation, this Section VI or otherwise.

     6.08.  Enforcement.
            -----------
          (a) Corporation expressly confirms and agrees that it has entered into
     this Section VI and assumed the obligations imposed on Corporation hereby
     in order to induce Employee to, if elected, serve as a director of
     Corporation, and acknowledges that Employee is relying upon this Section VI
     in agreeing to serve Corporation in such capacity.

          (b) In the event Employee is required to bring any action to enforce
     rights or to collect monies due under this Agreement and is successful in
     such action, Corporation shall reimburse Employee for all of Employee's
     reasonable fees and expenses in bringing and pursuing such action.

                                      21
<PAGE>

                                 SECTION VII.

                                 Miscellaneous
                                 -------------
     7.01.  Use of Name.  Employee agrees to allow Corporation to have his name
            -----------
or picture used by Corporation for advertising or trade purposes during the Term
of this Agreement.

     7.02.  Binding Effect.  This Agreement shall inure to the benefit of and be
            --------------
binding upon Employee and upon Corporation, their successors and assigns,
including, without limitation, any person, partnership, company or corporation
which may acquire substantially all of Corporation's assets or business or into
which Corporation may be consolidated, merged or otherwise combined.

     7.03.  Governing Law.  This Agreement shall be construed and enforced in
            -------------
accordance with the laws of the Commonwealth of Pennsylvania.

     7.04.  Legal Construction.  In the event any one or more of the provisions
            ------------------
contained in this Agreement shall for any reason beheld invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision thereof and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.

     7.05.  Amendment.  No amendment, modification or alteration of the terms
            ---------
hereof shall be binding unless the same be in writing, dated subsequent to the
date hereof and duly executed by the parties hereto.

     7.06.  Integration.  This Agreement constitutes the entire understanding
            -----------
and agreement between Corporation and Employee with regard to the subject matter
hereof and supersedes all other agreements and understandings between
Corporation and Employee.

                                      22
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement with
the intent to be legally bound thereby on the day and year first above written.


                              C-COR.NET CORP.

                              By:Richard E. Perry
                                 -----------------
                              Title: Chairman of the Board


                              -----------------------------
                              David A. Woodle


                                      23