exv10w14a



 






EXHIBIT 10.14A




AMENDMENT TO

AMENDED AND RESTATED INRANGE TECHNOLOGIES CORPORATION

2000 STOCK COMPENSATION PLAN




     This document is an Amendment to the Amended and Restated Inrange
Technologies Corporation 2000 Stock Compensation Plan (the “Plan”).



W I T N E S S E T H




     WHEREAS, Inrange Technologies Corporation (“Inrange”) has established the
Plan; and



     WHEREAS, Computer Network Technology Corporation (“CNT”) acquired all the
issued and outstanding capital stock of Inrange on or about May 5, 2003; and



     WHEREAS, in connection with said acquisition, all of the Options
outstanding under the Plan became exercisable for common stock of CNT; and



     WHEREAS, Section 14 of the Plan permits amendment of the Plan by the Board
of Directors of Inrange with the consent of CNT; and



     WHEREAS, the Board of Directors of Inrange and the Compensation Committee
of CNT have approved an amendment relating to the effect of a merger,
consolidation or other transaction on Options issued under the Plan and have
authorized the officers of Inrange and CNT to document the amendment;



     NOW, THEREFORE, in consideration of the premises, the Plan is amended
effective for Options and other awards granted under the Plan on or after March
22, 2004, as follows:



     1. Section 13 of the Plan is amended by deleting said Section in its
entirety and inserting in lieu thereof the following:



Section 13. FUNDAMENTAL CHANGE.



In the event of a proposed Fundamental Change: (a) involving a
merger, consolidation, or statutory share exchange, unless
appropriate provision shall be made for the protection of outstanding
Options by the substitution of options and appropriate voting common
stock of the corporation surviving any such merger or consolidation
or, if appropriate, the parent corporation of CNT or such surviving
corporation, to be issuable upon the exercise of options in lieu of
Options and Capital Stock of CNT, or (b) involving the dissolution or
liquidation of CNT, the Committee shall declare, at least 20 days
prior to the occurrence of the Fundamental Change, and provide
written notice to each holder of an Option of the declaration, that
each outstanding Option, whether or not then exercisable, shall be
canceled at the time of, or immediately prior to the occurrence of
the Fundamental Change in exchange for payment to each holder of an
Option, within ten days after the Fundamental Change, of cash equal
to the amount, if any, for each share of Common Stock covered by the
canceled Option, by which the Fair Market Value (as defined in this
Section) per share exceeds the exercise price per share covered by
such Option. At the time of the declaration provided for in the
immediately preceding sentence, each Option shall immediately become
exercisable in full and each person holding an Option shall have the
right, during the period preceding the time of cancellation of the
Option, to exercise the Option as to all or any part of the shares
covered thereby; provided, however, that if such Fundamental Change



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does not become effective, then the
declaration pursuant to this Section 13 shall be rescinded, the acceleration of the exercisability
of the Option pursuant to this Section 13 shall be void, and the
Option shall be exercisable in accordance with its terms. In the
event of a declaration pursuant to this Section 13, each outstanding
Option that shall not have been exercised prior to the Fundamental
Change shall be canceled at the time of, or immediately prior to, the
Fundamental Change, as provided in the declaration. Notwithstanding
the foregoing, no person holding an Option shall be entitled to the
payment provided for in this Section 13 if such Option shall have
expired pursuant to an Agreement. For purposes of this Section only,
“Fundamental Change” means a dissolution or liquidation of CNT, a
sale of substantially all of the assets of CNT, a merger or
consolidation of CNT with or into any other corporation, regardless
of whether CNT is the surviving corporation, or a statutory share
exchange involving capital stock of CNT. For purposes of this
Section 13 only, “Fair Market Value” per share means the cash plus
the fair market value, as determined in good faith by the Committee,
of the non-cash consideration to be received per share by the
shareholders of CNT upon the occurrence of the Fundamental Change,
notwithstanding anything to the contrary provided in this Plan.



2. Except as amended hereby, the Plan shall continue in full
force and effect.



     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the
22nd day of March, 2004.



	 	 	 	 	 
	 	 	INRANGE TECHNOLOGIES CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Gregory T. Barnum
	

	 	 	 	
 
	

	 	 	 	Gregory T. Barnum
	

	 	 	 	Vice President







Approved by the undersigned on behalf of CNT as of the 22nd day of March, 2002.




	 	 	 	 	 
	 	 	COMPUTER NETWORK TECHNOLOGY CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Gregory T. Barnum
	

	 	 	 	
 
	

	 	 	 	Gregory T. Barnum
	

	 	 	 	Its: Chief Financial Officer







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