Exhibit 10.19

**ULTICOM INC. SEVERANCE PLAN**

Ulticom Inc. hereby establishes the Ulticom Inc. Severance Plan (the “Plan”). The purpose of the Plan is to provide severance pay to certain eligible employees of Ulticom Inc. whose employment is terminated under the terms and conditions provided herein. Except as otherwise provided by law, the severance pay available            under this Plan is contingent upon the execution of a release of claims in favor of the Company and its Affiliates and the return of all company property to the Company. The Plan is intended to be an “*employee welfare benefit plan*” as that term is defined in Section 3(1) of the Employment Retirement Income Security Act of 1974, as amended            (“ERISA”).

**Section 1.**       **Definitions**. Unless the context clearly indicates otherwise, when used in this Plan:

(a)       “Affiliate” means, with respect to any entity, any other corporation, organization, association, partnership, sole proprietorship or other type of entity, whether incorporated or unincorporated, directly or indirectly controlling or controlled by or under direct or indirect            common control with such entity.

(b)       “Base Salary” means the Participant’s annual rate of base salary in effect immediately prior to the date set forth in the Termination Notice determined prior to reduction for any employee-elected salary reduction contributions made to an employer-sponsored non-qualified            deferred compensation plan or an employer-sponsored plan pursuant to Section 401(k) or 125 of the Internal Revenue Code (or any similar before-tax deduction under local law), and excluding bonuses, overtime, allowances, commissions, deferred compensation payments and any other extraordinary remuneration. 

|   | (c) | “Board” means the board of directors of Ulticom Inc. |
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(d)       “Cause” means any act or any failure to act on the part of a Participant which constitutes:

(1)       a failure by Participant to carry out, in all material respects, the reasonable and lawful directions of a more senior officer of the Company or the Board that are within Participant’s direct or indirect control and consistent with Participant’s status, duties and responsibilities, except for a failure that is attributable to            Participant’s illness, injury or permanent disability; or

(2)       a material breach of any restrictive covenants in respect of the Company or its Affiliates to which the Participant is subject, or a material violation by Participant of any Company policy or procedure provided or available to Participant resulting in material and demonstrable harm to the Company including, without limitation, a material            violation of the Company’s Code of Business Conduct and Ethics; 

 

 

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or

(3)       Participant’s unlawful possession, use, sale or distribution of narcotics or other controlled substances; or

(4)       Any willful or negligent act or omission by Participant in the scope of his employment by the Company which in the reasonable judgment of the Board (A) could result in the assessment of a civil or criminal penalty against Participant or the Company or its Affiliates, (B) could result in a violation of any material foreign or United States            federal, State, or local law or regulation having the force of law, or (C) is injurious to the Company or any of its Affiliates; or

(5)       Participant’s conviction of, or plea of guilty or no contest to, any felony or any misdemeanor involving moral turpitude, or a material violation by Participant of federal or state securities laws as determined by a court or other governmental body of competent jurisdiction; or

(6)       any intentional or negligent misrepresentation by Participant of a material fact to, or intentional or negligent concealment by Participant of a material fact from, (A) the Board or (B) the chief executive officer, general counsel, chief financial officer or any other member of senior management of the Company, where the misrepresentation            or concealment results in the reasonable judgment of the Board in material and demonstrable harm to the Company (including, for example, the Company’s materially violating federal or state securities laws); or

(7)       fraud, embezzlement, theft or material dishonesty by Participant against the Company or any of its Affiliates. 

|   | (e) | “Code” means the Internal Revenue Code of 1986, as amended. |
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(f)        “Committee” means the Compensation Committee of the Board or such other committee of the Board designated by the Board to administer this Plan, or if no such committee exists, the Board.

(g)       “Company” means Ulticom Inc., a New Jersey corporation, and its successors and assigns. 

(h)       “Effective Period” means February 15, 2008 through the date the Plan is terminated by the Committee in accordance with Section 7.

(i)        “Involuntary Termination” means a termination of the Participant’s employment by the Company for any reason other than Cause, Total Disability or death; provided,            however, that an Involuntary Termination of a Participant’s employment shall not occur if:

(1)       a Participant’s employment with the Company is terminated by reason of a transfer to the employ of an Affiliate, or

 

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(2)       a Participant’s employment with the Company is terminated upon the expiration of a leave of absence by reason of his or her failure to return to work at such time or the absence at such time of an available position for which the Participant is qualified.

(j)        “Participant” means a regular full-time or part-time employee of the Company who is eligible for benefits provided under Section 2 herein. 

(k)       “Plan” means this Ulticom Inc. Severance Plan, as in effect from time to time.

(l)        “Release” means a release in the form attached hereto as Exhibit A(subject to revisions (if any) required to ensure compliance with any applicable law), which shall, to the extent permitted by law, waive all claims and            actions against the Company, its Affiliates, any of its officers, directors, and such other related parties and entities as the Company chooses to include in the release except for claims and actions for benefits provided under the terms of the Plan.

(m)      “Severance Benefits” means the benefits provided under Section 2(c) herein.

(n)       “Specified Employees” means “specified employees” as defined in, and pursuant to Treas. Reg. § 1.409A-1(i). The determination of whether a Participant is a Specified Employee shall be made by the Committee in accordance with the methodology adopted by the            Committee in accordance with Section 409A of the Code, which methodology may be amended or replaced from time to time to the extent permitted by Section 409A of the Code. 

(o)       “Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all            classes of stock in one of the other corporations in such chain. 

(p)       “Termination Notice” means the notice of termination given in accordance with Section 12 herein.

(q)       “Total Disability” means that, in the Company’s reasonable judgment, either (1) Participant has been unable to perform Participant’s duties because of a physical or mental impairment for eighty percent (80%) or more of the normal working days during 6 consecutive            calendar months or fifty percent (50%) or more of the normal working days during twelve (12) consecutive calendar months, or (2) Participant has become totally and permanently incapable of performing the usual duties of his employment with the Company on account of a physical or mental impairment.

 

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|   | **Section 2.** | **Severance Benefits.** |
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(a)       Each Participant whose employment with the Company is terminated during the Effective Period for any reason shall be entitled to the amounts set forth in Section 2(b) below. Each Participant whose employment with the Company is terminated during the Effective Period due to an Involuntary Termination who executes an effective Release within            fifty (50) days after such termination, timely delivers the Release to the Company (and who does not revoke such Release within the revocation period provided under applicable law) and complies with Sections 2(d) and 2(e) below, shall be entitled to the benefits set forth in Section 2(c) below.

(b)       Accrued Benefits. Each Participant whose employment with the Company is terminated during the Effective Period shall be entitled to receive any unpaid Base Salary up to and including the date of such Participant’s termination. In addition, such Participant shall be entitled to prompt            reimbursement of any unreimbursed expenses properly incurred by such Participant in accordance with the Company’s policies prior to the date of such Participant’s termination, however, no such payment shall be made later than December 31 of the year following the year in which the expense was incurred. Such Participant shall also receive such other compensation (including any stock options or other equity-related payments) and benefits, if any, to which such Participant            may be entitled from time to time pursuant to the terms and conditions of the employee compensation, incentive, equity, benefit or fringe benefit plans, policies or programs of the Company.

(c)       Severance Pay. Each Participant whose employment with the Company is terminated during the Effective Period due to an Involuntary Termination and who is eligible to receive severance benefits as described under Section 2(a) above shall be eligible to receive the following:

(1)       Each Participant shall be entitled to receive severance pay from the Company in an amount calculated in accordance with Exhibit Battached hereto.

(2)       Such severance pay shall be paid in installments, with each installment designated as a separate payment, in accordance with the Company’s normal payroll practices; provided, however, the Company, in its sole discretion, may at any time accelerate the payment of any remaining severance pay to a Participant in a lump sum payment to            the extent such acceleration would not reasonably be expected to result in any accelerated or additional tax under Section 409A of the Code. Severance payments will commence within sixty (60) days following a Participant’s termination date. In the event that the Company elects to commence the payment of such severance pay prior to the date the Participant executes the Release and the Participant subsequently fails to timely deliver the Release to the Company (or in the event            that the Participant revokes the Release prior to its effective date), the Participant shall be required to re-pay to the Company any such severance amounts received. 

 

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(d)       Restrictive Covenants. Any Severance Benefits provided in this Section 2 and as otherwise set forth in the Plan shall be contingent on the Participant’s continued compliance with any restrictive covenants in respect of the Company or its Affiliates to which the Participant is            subject**.**

(e)       Return of Company Property. Any Severance Benefits provided in this Section 2 and as otherwise set forth in the Plan shall be contingent on the Participant, prior to or immediately following his or her Involuntary Termination, returning all company property in his or her possession (and            signing a written acknowledgement to this effect), including but not limited to all computer software, computer access codes, laptops, cell phone, Blackberries, keys and access cards, credit cards, vehicle, telephones, office equipment and all copies (including drafts) of any documentation or information (however and wherever stored) relating to the business of the Company or any Affiliates. 

|   | (f) | Affect of Plan on Other Severance Arrangements. |
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(1)       The severance pay under this Plan (calculated in accordance with Section 2(c) above) shall be reduced (but not below zero) in accordance with Section 409A of the Code by any cash payments, payable on account of termination of employment, that the Participant is entitled to under or in respect of any of the following: (i) any enhanced            severance plan sponsored by the Company or any of its Affiliates, (ii) any written employment or separation agreement between the Participant and the Company or any of its Affiliates, (iii) arrangements required by applicable law, industrial instrument, statute or ordinance, including (A) “pay in lieu of notice” or “notice” laws, (B) any pay in lieu of notice under a contract of employment, (C) any damages for breach of employment contract calculated by            reference to any period of notice required to be given to terminate such employment contract which was not given in full (including wrongful dismissal), (D) any compensation required to be paid by any law of any jurisdiction in respect of termination of employment, and (E) any law of any jurisdiction with respect to the payment of severance, termination indemnities or other similar payments, or (iv) any written contract, agreement, plan, program, practice or arrangement which are            payable due to the Participant’s termination of employment with the Company or an Affiliate.

(g)       Termination of Employment for Other Reasons. Any Participant whose employment with the Company is terminated for any reason other than an Involuntary Termination (including, without limitation, by the Company for Cause, by the Participant due to voluntary quit or resignation, by reason of            death or Total Disability) shall not be entitled to any Severance Benefits under this Plan.

**Section 3.**       **Tax Withholding.**The Company shall withhold or deduct from any amount payable to a Participant pursuant to this Plan any income, employment or other tax the Company is required by applicable law to so withhold or deduct from such Participant.

|   | **Section 4.** | **Section 409A**. Notwithstanding any other provision herein, if the |
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Participant is a Specified Employee on the date of termination and the deferral of the commencement of any payments otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments hereunder (without any reduction in            such payments ultimately paid or provided to Participant) until the date that is six months following Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will            make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Committee shall consult with the Participant in good faith regarding implementation of this Section 4; provided, that none of the Company, any of its Affiliates or            its employees or representatives shall have liability to the Participant with respect thereto. For purposes of Section 409A of the Code, each payment made under this Plan shall be designated as a “separate payment” within the meaning of the Section 409A of the Code, and references herein to Participant’s “termination of employment” shall refer to Participant’s separation from service with the Company within the meaning of Section 409A.

**Section 5.**       **Plan Administration**. This Plan shall be administered by the Committee. The Committee shall have discretionary and final authority to interpret and implement the provisions of this Plan and to determine eligibility for benefits under the Plan. The            Committee shall have the authority to determine the amount of each Participant’s Severance Benefits and may modify the amount of each Participant’s Severance Benefits at any time prior to such Participant’s Involuntary Termination. All such determinations or modifications shall be made in writing and dated. The Committee shall perform all of the duties and exercise all of the powers and discretion that the Committee deems necessary or appropriate for the proper            administration of this Plan. Every interpretation, choice, determination or other exercise by the Committee of any power or discretion given either expressly or by implication to it shall be conclusive and binding upon all parties having or claiming to have an interest under this Plan or otherwise directly or indirectly affected by such action, without restriction, however, upon the right of the Committee to reconsider or re-determine such action. The Committee may adopt such rules            and regulations for the administration of this Plan as are consistent with the terms hereof, and shall keep adequate records of its proceedings and acts. Notwithstanding anything else herein to the contrary, the Committee may delegate to any individual or committee of individuals the responsibility to carry out any of its rights and duties with respect to the Plan, including employing such agents, accountants and legal counsel (who may be agents, accountants and legal counsel for            the Company) as may be appropriate for the administration of the Plan. All reasonable administration expenses incurred by the Committee in connection with the administration of the Plan shall be paid by the Company.

 

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**Section 6.**       **Claims Procedure**. If any person (hereinafter called the “Claimant”) feels he or she is being denied a benefit to which he or she is entitled under this Plan, such Claimant may file a written            claim for said benefit with the Chairman of the Committee. Within sixty (60) days of the receipt of such claim the Committee shall determine and notify the Claimant as to whether he or she is entitled to such benefit. Such notification shall be in writing and, if denying the claim for a benefit, shall set forth the specific reason or reasons for the denial, make specific reference to the pertinent Plan provisions, provide a description of any additional material or information            necessary for the Claimant to perfect the claim (and an explanation of why such material or information is necessary, provide a description of the Plan’s review procedures and the time limits applicable to such procedures, including that the Clamant has a right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review, and advise the Claimant that he or she may, within sixty (60) days of the receipt of such notice, request in            writing to appear before the Committee or its designated representative for a hearing to review such denial. Any such hearing shall be scheduled at the mutual convenience of the Committee or its designated representative and the Claimant, and at such hearing the Claimant and/or his or her duly authorized representative may examine any relevant documents and present evidence and arguments to support the granting of the benefit being claimed. The final decision of the Committee with            respect to the claim being reviewed shall be made within sixty (60) days following the hearing thereon, and the Committee shall in writing notify the Claimant of its final decision, again specifying the reasons therefore, the pertinent Plan provisions upon which such decision is based, that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for            benefits, and that the Claimant has a right to bring an action under Section 502(a) of ERISA. The final decision of the Committee shall be conclusive and binding upon all parties having or claiming to have an interest in the matter being reviewed.

**Section 7.**       **Plan Amendment and Termination**. The Plan may be modified, amended or terminated at any time and from time to time, in whole or in part, by resolution adopted by the Committee or by written document executed by its duly authorized representative;            provided, however, that no such amendment or termination shall reduce the Severance Benefits payable under this Plan to a Participant whose employment with the Company terminated by reason of an Involuntary Termination prior to the date of such amendment or termination, or defer the date for the payment of such Participant’s Severance Benefits hereunder except as provided            pursuant to Section 4, without the consent of such Participant. 

**Section 8.**       **Nature of Plan and Rights**. This Plan is an unfunded employee welfare benefit plan and no provision of this Plan shall be deemed or construed to create a trust fund of any kind or to grant a property interest of any kind to any employee or former employee            of the Company or its Affiliates. Any payment which becomes due under this Plan to a Participant shall be made by the Company out of its general assets, and the right of any Participant to receive a payment hereunder from the Company shall 

 

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be no greater than the right of any unsecured general creditor of the Company.

**Section 9.**       **Entire Agreement**. This Plan constitutes the entire agreement between the parties and, except as provided in Section 2(f), supersedes the provisions of all other prior agreements, plan, corporate policies and practices, as well as any other unwritten            applicable obligation, concerning the effect of a termination of employment on the relationship between the Company and a Participant.

**Section 10.**     **No Right of Employment.**Except as expressly provided herein, this Plan shall not interfere in any way with the right of the Company to reduce a Participant’s compensation or other benefits or terminate the Participant’s employment, with or without            Cause. 

**Section 11.**     **Spendthrift Provision**. No right or interest of a Participant under this Plan may be assigned, transferred or alienated, in whole or in part, either directly or by operation of law, and no such right or interest shall be liable for or subject to any debt, obligation            or liability of such Participant. 

**Section 12.**     **Notice**. Notice of Involuntary Termination shall be given in accordance with this Section, and shall include the effective date of termination. For the purpose of this Plan, any notice and all other communication provided for in this Plan shall be in writing and            shall be deemed to have been duly given when received at the respective addresses set forth below, or to such other address as the Participant or the Company, as applicable, may have furnished to the other in writing in accordance herewith.

If to the Company:

Ulticom Inc.

1020 Briggs Road

Mt. Laurel, NJ 08054

Attention: General Counsel

If in connection with a claim under Section 6 (“Claims Procedures”):

Ulticom Inc.

1020 Briggs Road

Mt. Laurel, NJ 08054

Attention: Rex A. McWilliams, Chairman of the Committee

If to the Participant:

To the most recent address of the Participant set forth in the personnel records of the Company.

**Section 13.**     **Applicable Law**. This Plan shall be governed and construed in accordance with the laws of New Jersey and applicable federal law without regard to 

 

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conflicts of laws principles thereof.

**Section 14.**     **Effectiveness**. This Plan shall be effective as of February 15, 2008 and shall remain effective until terminated by the Committee in accordance with Section 7, above.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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**EXHIBIT A**

**WAIVER AND RELEASE**

This RELEASE (“Release”) is dated as of ____________________ between Ulticom Inc., a New Jersey corporation (the “Company”), and _________ (the “Employee”).

WHEREAS, the Employee is a participant in the Ulticom Inc. Severance Plan (the “Plan”); and

WHEREAS, the Employee’s employment with the Company (has been) (will be) terminated effective __________________; and

WHEREAS, pursuant to Section 2 of the Plan, the Employee is entitled to certain compensation upon such termination, contingent upon the execution of this Release; 

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and in the Plan, the Company and the Employee agree as follows:

1.         The Employee, on behalf of his heirs, estate and beneficiaries, hereby waives all claims against the Company, and any of its subsidiaries or affiliates, and each past or present officer, director, agent, employee, shareholder, and insurer of any such entities, from liability for any claims or damages the Employee may have            against it or them as of the date this Release is executed, whether known or unknown, including, but not limited to, any alleged violation of the Age Discrimination in Employment Act, as amended, the Older Worker Benefits Protection Act; Title VII of the Civil Rights of 1964, as amended; Sections 1981 through 1988 of Title 42 of the United States Code; the Civil Rights Act of 1991; the Equal Pay Act; the Americans with Disabilities Act; the Rehabilitation Act; the Family and Medical            Leave Act; the Employee Retirement Income Security Act of 1974, as amended; the Worker Adjustment and Retraining Notification Act; the Fair Credit Reporting Act; the Occupational Safety and Health Act; the Uniformed Services Employment and Reemployment Act; the Employee Polygraph Protection Act; the Immigration Reform Control Act; the retaliation provisions of the Sarbanes-Oxley Act of 2002; the New Jersey Law Against Discrimination; the New Jersey Domestic Partnership Act; the New            Jersey Conscientious Employee Protection Act; the New Jersey Family Leave Act; the New Jersey Wage and Hour Law; the New Jersey Equal Pay Law; the New Jersey Occupational Safety and Health Law; the New Jersey Smokers’ Rights Law; the New Jersey Genetic Privacy Act; the New Jersey Fair Credit Reporting Act; the retaliation provisions of the New Jersey Workers’ Compensation Law (and including any and all amendments to the above); the Massachusetts Fair Employment Practice            Act; the Massachusetts Equal Pay and Maternity Benefits Law; the Massachusetts Equal Rights for Elderly and Disabled Law; the Massachusetts Small Necessities Leave Act; the Massachusetts Age Discrimination Law and/or any other alleged violation of any federal, state or local law, regulation or ordinance, and/or contract (including, but not limited to, the Plan) or implied contract or tort law or public policy or whistleblower claim, having any bearing whatsoever on the 

 

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Employee’s employment by and the termination of employment with the Company, including, but not limited to, any claim for wrongful discharge, back pay, vacation pay, sick pay, bonus payment, attorneys’ fees, costs and/or future wage loss. This paragraph does not release any claims that lawfully cannot be waived.

Nothing in this Release is intended to preclude the Employee from filing a charge or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or state fair employment practices agency. The Employee agrees not to seek or accept any money damages or any other relief upon the filing of any such administrative or judicial charges or            complaints. 

2.         The Employee acknowledges and agrees that even though claims and facts in addition to those now known or believed by him to exist may subsequently be discovered, it is his intention to fully settle and release all claims he may have against the Company and the persons and entities described above, whether known, unknown or            suspected.

3.         The Employee relinquishes any right to future employment with the Company and the Company shall have the right to refuse to re-employ the Employee, in each case without liability of the Employee or the Company.

4.         The Company and the Employee acknowledge and agree that the release contained in Paragraph 1 does not, and shall not be construed to, release or limit the scope of any existing obligation of the Company (i) to indemnify the Employee for his acts as an officer or director of Company in accordance with the bylaws of Company, (ii)            to the Employee and his eligible, participating dependents or beneficiaries under any existing group welfare or retirement plan of the Company in which the Employee and/or such dependents are participants, or (iii) to satisfy all vested equity compensation obligations previously granted to the Employee.

5.         The Employee acknowledges that he or she has been provided at least twenty-one (21)1 days to review the Release and has been advised to review it with an attorney of his choice and at his own expense. In the event the Employee elects to sign this Release Agreement prior to this twenty-one (21) day period, he agrees            that it is a knowing and voluntary waiver of his right to wait the full twenty-one (21) days. The Employee further understands that he has seven (7) days after the signing hereof to revoke it by so notifying the Company in writing, such notice to be received by Ulticom General Counsel within the seven (7) day period. The Employee further acknowledges that he has carefully read this Release, knows and understands its contents and its binding legal effect. The Employee acknowledges            that by signing this Release, he or she does so of his or her own free will and act and that it is his or her intention that he or she be legally bound by its terms.

_________________________

1  Forty-five (45) days (throughout paragraph) if required by law.

 

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6.         This Release shall be construed and enforced in accordance with, and governed by, the laws of the State of New Jersey**,**without regard to principles of conflict of laws. If any clause of this Release should ever be determined to be unenforceable, it is agreed that this will not            affect the enforceability of any other clause or the remainder of this Release.

IN WITNESS WHEREOF, the parties have executed this Release on the date first above written.

| ULTICOM INC.

 

 

By: _________________________________

Name: 

Title: 

 

 

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| _____________________________________

Employee                                                              |

 

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| **EXHIBIT B****SEVERANCE BENEFIT SCHEDULE**                                                                                                                                                                                                                                                                                                                                               |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Benefit Calculation**                                                                                                                                                                                                                                                                                                                                                                   | **Job Level** | **Minimum Weeks of Severance** | **Maximum Weeks of Severance** |
| Participants shall be entitled to Severance Benefits equal to one (1) week of Base Salary for every six (6) months of service with the Company or any Affiliate (rounded up for any partial period of service) payable in accordance with Section 2(c),2 subject to the minimum and maximum weeks set forth herein based on the Participant’s Job                            Level. | VP and Above | 12 | 26 |
| Director                                                                                                                                                                                                                                                                                                                                                                                  | 6 | 26 |
| Manager                                                                                                                                                                                                                                                                                                                                                                                   | 6 | 26 |
| Exempt                                                                                                                                                                                                                                                                                                                                                                                    | 4 | 26 |
| Non-Exempt                                                                                                                                                                                                                                                                                                                                                                                | 2 | 12 |

 

_________________________

2  The Severance Benefits received will be determined based on the Participant’s job level and years of service at the time of the Participant’s receipt of a Termination Notice.

 

 

 

 

 

 

 

 

 

 

 

 

 

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