exv10w14b



 






EXHIBIT 10.14B




AMENDED AND RESTATED

INRANGE TECHNOLOGIES CORPORATION

2000 STOCK COMPENSATION PLAN

Non-Qualified Stock Option Agreement




	 	 	 
	Name: «Name»
	 	 
	No. of Shares Covered: «Shares»

	 	Date of Grant: «Date_of_Grant»
	Exercise Price Per Share: «Price»

	 	Expiration Date: «Expiration_Date_»
	Exercise Schedule (Cumulative):
	 	 







	 	 	 
	 	 	No. of Shares
	Initial Date of	 	As to Which Option
	Exercisability
	 	Becomes Exercisable

	«Date_1_»

	 	«Vest_1»
	«Date_2_»

	 	«Vest_2_»
	«Date_3_»

	 	«Vest_3_»
	«Date_4»

	 	«Vest_4»







          This is a NON-QUALIFIED STOCK OPTION AGREEMENT between Computer Network
Technology Corporation, a Minnesota corporation (“CNT”), Inrange Technologies
Corporation, a Delaware Corporation (“Inrange”) and the employee of Inrange
listed above (the “Employee”).



          WHEREAS, Inrange desires to carry out the purposes of its 2000 Stock
Compensation Plan (the “Plan”) by affording Employee an opportunity to purchase
shares of Common Stock of CNT, the parent company of Inrange, par value $.01
per share (the “Common Stock”), in accordance with the terms set forth in this
Agreement.



          NOW, THEREFORE, CNT, Inrange and Employee agree as follows:



          1. GRANT OF OPTION. Subject to the terms of the Plan and this Agreement,
Inrange and CNT hereby grant to Employee the right and option (the
“Option”D) to
purchase the number of Common Stock specified at the beginning of this
Agreement. The Option is not an “incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).



          2. PURCHASE PRICE. The purchase price of each of the Common Stock
subject to the Option shall be the Exercise Price Per Share specified at the
beginning of this Agreement, which equals 100% of the Fair Market Value (as
defined in the Plan) per share of Common Stock on the Date of Grant.



          3. OPTION EXERCISE PERIOD. (a) Subject to the provisions of Sections
5(a), 5(b), and 6, the Option shall become exercisable as to the number of
shares and on the dates specified in the exercise schedule at the beginning of
this Agreement. The exercise schedule shall be cumulative, which means that to
the extent the Option has not already been exercised and has not expired,
terminated, or been cancelled, Employee may at any time and from time to time
purchase all or any portion of the Common Shares then purchasable under the
exercise schedule.



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          (b) The Option and all rights to purchase shares thereunder shall cease
on the earliest of: (i) The Expiration Date specified at the beginning of
this Agreement (which date is not more than 10 years after the date of this
Agreement); (ii) The expiration of the period after Employee’s termination of
employment within which the Option is exercisable as specified in Section 5(a)
or 5(b), whichever is applicable; or (iii) The date, if any, fixed for
cancellation under Section 10(b).



          (c) Notwithstanding any other provision of this Agreement, no one may
exercise the Option, in whole or in part, after its Expiration Date.



          4. MANNER OF EXERCISING OPTION. (a) Subject to the terms and conditions
of this Agreement, the Option may be exercised by delivering or mailing written
notice of exercise to CNT at its principal executive office, marked for the
attention of the Human Resources Department. The notice shall state the
election to exercise the Option, the number of Common Shares for which it is
being exercised, and be signed by the person exercising the Option. If the
person exercising the Option is not Employee, he or she shall enclose with the
notice appropriate proof of his or her right to exercise the Option. The date
of exercise of the Option shall be the date that the written notice of exercise
with appropriate payment under the following subsection (b) is actually
received by the Human Resources Department of CNT.



          (b) Notice of exercise of the Option shall be accompanied by either: (i)
payment (by certified or cashier’s check payable to the order of CNT) of the
purchase price of the Common Stock being purchased; or (ii) if so permitted by
the Compensation Committee of the Board of Directors of CNT (the “Committee”),
certificates for Shares of unencumbered Common Stock having an aggregate Fair
Market Value (as defined in the Plan) on the date of exercise equal to the
purchase price of the Common Stock to be purchased; or (iii) if so permitted
by the Committee, a combination of cash and such unencumbered Common Stock; or
(iv) if so permitted by the Committee, appropriate documentation evidencing
the sale of the Common Stock acquired upon exercise of the Option and the use
of the proceeds from such sale as payment of the purchase price for such Common
Stock. The purchaser shall endorse all certificates delivered to CNT under the
foregoing subsections (b)(ii) or (iii) in blank and represent and warrant in
writing that he or she is the owner of the shares so delivered free and clear
of all liens, security interests, and other restrictions or encumbrances.



          (c) As soon as practicable after receipt of the purchase price provided
for above (and any payment required under Section 11), CNT shall deliver to the
person exercising the Option, in the name of Employee (or his or her estate or
heirs, as the case may be) a certificate or certificates representing the
Common Stock being purchased. CNT shall pay all original issue or transfer
taxes, if any, with respect to the issuance of the Common Stock to the person
exercising the Option and all fees and expenses necessarily incurred by CNT in
connection with the exercise of the Option. All Common Stock issued upon
exercise of the Option shall be fully paid and nonassessable. Notwithstanding
anything in this Agreement to the contrary, CNT shall not be required, upon
exercise of the Option or any part thereof, to issue or deliver any Common
Stock unless such issuance has been registered under federal and applicable
state securities laws or an exemption therefrom is available.



          5. EXERCISABILITY OF OPTION AFTER TERMINATION OF EMPLOYMENT. (a) During
the lifetime of Employee, the Option may be exercised only while Employee is an
employee of Inrange, CNT or any corporation that is a “parent corporation” or
“subsidiary corporation” of CNT, as those terms are defined in Section 424(e)
and (f) of the Code, or any successor provision, or any other corporation or
other entity determined by the Committee to constitute an Affiliate for
purposes of the Plan (an “Affiliate”) and only if Employee has been
continuously so employed since the date of this Agreement, except that:




     (i) If Employee has been continuously employed by Inrange, CNT or an
Affiliate for at least 12 full calendar months following the date of this
Agreement, Employee may exercise the Option within 90 days after
termination of Employee’s employment, but only to the extent that the
Option was exercisable immediately prior to Employee’s termination of
employment;




     (ii) If Employee is disabled (within the meaning of Section 22(e)(3)
of the Code) while employed by Inrange, CNT, or an Affiliate, Employee (or
his or her legal representative) may exercise the Option within one year
after the termination of Employee’s employment; and




     (iii) If Employee retires, Employee (or his or her legal
representative) may exercise the Option within three years after the
retirement. For purposes of this Agreement, an Employee shall be treated
as having retired if the Employee terminates employment with Inrange, CNT
and all Affiliates on or after attaining age 55 and after having completed
at least five years of continuous service since Employee’s most recent
date of hire with Inrange, CNT and all Affiliates, as shown on the payroll
system of Inrange, CNT and its Affiliates. However,


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Employee will not be
treated as having retired if Employee is (or could have been) terminated for cause as determined by the
Committee, considering as cause misconduct that would disqualify Employee
from collecting reemployment (unemployment) compensation benefits under
the laws of the state of New Jersey.



          (b) In the event of Employee’s death while employed by Inrange, CNT or an
Affiliate, or within 90 days after his or her termination of employment, the
person designated by Employee as his or her beneficiary under this Agreement on
a form prescribed by and filed with the Committee, the legal representative of
Employee’s estate, or the person who acquired the right to exercise the Option
by bequest or inheritance may exercise the Option within one year after the
death of Employee.



          (c) Neither the transfer of Employee between or among Inrange, CNT and
any Affiliate nor a leave of absence granted to Employee and approved by the
Committee shall be deemed a termination of employment.



          (d) In no event may an Option be exercised after its Expiration Date.



          6. ACCELERATION OF OPTION ON DISABILITY OR DEATH. If Section 5(a)(ii) or
5(b) of this Agreement is applicable, the Option, whether or not previously
exercisable, shall become immediately exercisable in full.



          7. LIMITATION ON TRANSFER. During the lifetime of Employee, only
Employee or his or her guardian or legal representative may exercise the
Option. Employee may not assign or transfer the Option otherwise than by will,
the laws of descent and distribution, or under Section 11 of the Plan, and the
Option shall not be subject to pledge, attachment, or similar process. Any
attempt to assign, transfer, pledge, or otherwise dispose of the Option
contrary to the provisions of this Agreement, and the levy of any attachment or
similar process upon the Option, shall be null and void.



          8. NO SHAREHOLDER RIGHTS BEFORE EXERCISE. Employee shall have none of
the rights of a shareholder of CNT with respect to any share subject to the
Option until the share is actually issued to him or her upon exercise of the
Option.



          9. OTHER BENEFIT AND COMPENSATION PROGRAMS. Payments and other benefits
received by Employee under this Agreement shall not be deemed a part of
Employee’s regular, recurring compensation for purposes of the termination,
indemnity, or severance pay law of any country and shall not be included in,
nor have any effect on, the determination of benefits under any other employee
benefit plan, contract, or similar arrangement provided by Inrange, CNT, or an
Affiliate unless expressly so provided by such other plan, contract, or
arrangement, or unless the Committee determines that the Option, or a portion
thereof, should be included to accurately recognize that the Option has been
made in lieu of a portion of competitive cash compensation, if such is the
case.



          10. CHANGES IN CAPITALIZATION; FUNDAMENTAL CHANGE. (a) The Committee
may in its sole discretion make appropriate adjustments in the number and types
of shares subject to the Option and in the Exercise Price Per Share to give
effect to any adjustments made in the number or types of shares of CNT through
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), a statutory share
exchange involving capital stock of CNT (each of the foregoing, a “Fundamental
Change”), a recapitalization, a reclassification, a stock dividend, a stock
split, a stock combination, or other relevant change. The Committee may also
take such action with respect to the Option as it deems appropriate, in its
sole discretion, in the event of the divestiture, spin-off, or transfer of
Inrange or an Affiliate, or a line of business of CNT, Inrange or an Affiliate
that affects Employee.



          (b) In the event of a proposed Fundamental Change: (i) involving a
merger, consolidation, or statutory share exchange, unless appropriate
provision is made for the protection of the Option by the substitution of
options in 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 the Option on Common Stock, or (ii) involving the dissolution or
liquidation of CNT, the Committee shall provide written notice to Employee at
least 20 days prior to the occurrence of the Fundamental Change that the
Option, whether or not then exercisable, shall be cancelled at the time of, or
immediately prior to the occurrence of, the Fundamental Change in exchange for
payment to Employee (or the person then entitled to exercise the Option),
within 10 days after the Fundamental Change, of cash equal to the amount, if
any, for each share of Common Stock covered by the cancelled Option, by which
the Fair Market Value, as defined in this Section 10(b), per share of Common
Stock exceeds the Exercise Price per Share of the Option. At the time of the
notice provided for in the preceding sentence, the Option shall immediately
become exercisable in full and Employee (or the person then entitled to
exercise the 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 Common Stock covered by the Option. In the event of a declaration under
this Section 10(b), if the Option shall not have been exercised prior



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to the
Fundamental Change, it shall be cancelled at the time of, or immediately prior to, the Fundamental Change, as
provided in the notice. Notwithstanding the foregoing, Employee shall not be
entitled to the payment provided for in this Section 10(b) if the Option shall
have expired. For purposes of this Section 10(b) only, “Fair Market Value” per
share of Common Stock 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 of Common Stock by the shareholders of CNT upon the occurrence of the
Fundamental Change, notwithstanding anything to the contrary in the Plan or
this Agreement.



          11. TAX WITHHOLDING. Inrange, CNT or an Affiliate may be obligated or
permitted to withhold or pay federal, state, and local income taxes, social
security taxes, national insurance contributions, or other taxes upon
Employee’s exercise of the Option. If Inrange, CNT or an Affiliate is required
or permitted to withhold or pay such taxes, Employee will promptly pay in cash
upon demand to Inrange, CNT or the Affiliate, such amounts as shall be
necessary to satisfy or fund Inrange, CNT or the Affiliate; provided, however,
that in lieu of all or any part of such a cash payment, the Committee may, but
shall not be required to, permit Employee to elect to cover all or any part of
the withholdings or payments, and to cover any additional withholdings or
payments up to the amount needed to cover Employee’s full federal, state, and
local tax with respect to income arising from the exercise of the Option,
through a reduction of the number of shares of Common Stock delivered upon
exercise or through a subsequent return to CNT of shares delivered upon
exercise, in each case valued in the same manner as used in computing the taxes
under the applicable laws. Further, such elections may be subject to the
limitations of the Exchange Act. Inrange, CNT or the Affiliate may deduct such
withholdings or an amount sufficient to cover such payments from subsequent
earnings payable to Employee. To the extent that Inrange, CNT or the Affiliate
cannot (or does not) make the deductions, Employee or person receiving the
Common Stock shall enter into such other arrangements for the individual to
reimburse Inrange, CNT or the Affiliate for the amount of the tax liability as
Inrange, CNT, or an Affiliate shall require, and CNT may make the individual’s
agreement to such arrangements a condition of the exercise of any Option or the
receipt of any Common Stock under the Plan.



          12. INTERPRETATION OF THIS AGREEMENT. All decisions and interpretations
made by the Committee with regard to any question arising under this Agreement
or the Plan shall be binding and conclusive upon Inrange, CNT and Employee. In
the event that there is any inconsistency between the provisions of this
Agreement and the Plan, the provisions of the Plan shall govern.



          13. NO RIGHT TO EMPLOYMENT. This Agreement shall not give Employee a
right to continued employment with Inrange, CNT or any Affiliate, and Inrange,
CNT or any Affiliate employing Employee may terminate his or her employment and
otherwise deal with Employee without regard to the effect it may have upon him
or her under this Agreement.



          14. GENERAL. CNT shall at all times during the term of this Option
reserve and keep available such number of shares of Common Stock as will be
sufficient to satisfy the requirements of this Option Agreement. A copy of the
Plan is available to Employee from CNT upon request. Unless the context
otherwise dictates, capitalized terms that are not defined in this Agreement
have the meaning set forth in the Plan from time to time. This Agreement shall
be binding in all respects on Employee’s heirs, representatives, successors and
assigns. This Agreement is entered into under the laws of the State of New
Jersey and shall be construed and interpreted thereunder.



          IN WITNESS WHEREOF, Employee and CNT have executed this Agreement and it
is effective as of the Date of Grant of the Option.



	 	 	 	 	 	 	 	 	 
	 	 	
 
	 	 	Employee	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	COMPUTER NETWORK TECHNOLOGY CORPORATION
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	 	 	Its:
	 	Director of Compensation and Benefits
	 
	 	 	 	 	 	 	 	 
	 	 	INRANGE TECHNOLOGIES CORPORATION
	 
	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	 	 	Its:	 	 
	

	 	 	 	 	 	 	 	
 







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