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Exhibit 10.5




BROCADE COMMUNICATIONS SYSTEMS, INC.




CHANGE OF CONTROL RETENTION AGREEMENT




     This Change of Control Retention Agreement (the “Agreement”) is entered into as of May 1, 2005
(the “Effective Date”) by and between Brocade Communications Systems, Inc. (the “Company”) and Ian
Whiting (“Executive”).



RECITALS




     A. It is expected that the Company from time to time will consider the possibility of a Change
of Control. The Board of Directors of the Company (the “Board”) recognizes that such consideration
can be a distraction to the Executive and can cause the Executive to consider alternative
employment opportunities.



     B. The Board believes that it is in the best interests of the Company and its shareholders to
provide the Executive with an incentive to continue his or her employment and to maximize the value
of the Company upon a Change of Control for the benefit of its shareholders.



     C. In order to provide the Executive with enhanced financial security and sufficient
encouragement to remain with the Company notwithstanding the possibility of a Change of Control,
the Board believes that it is imperative to provide the Executive with certain severance benefits
upon the Executive’s termination of employment.



AGREEMENT




     In consideration of the mutual covenants herein contained and the continued employment of
Executive by the Company, the parties agree as follows:



     1. At-Will Employment. Executive and the Company agree that Executive’s employment
with the Company is and shall continue to be “at-will” employment. Executive and the Company
acknowledge that this employment relationship may be terminated at any time, upon written notice to
the other party, with or without good cause or for any or no cause, at the option either of the
Company or Executive. However, as described in this Agreement, Executive may be entitled to
severance benefits depending upon the circumstances of Executive’s termination of employment.



     2. Severance Benefits.



          (a) Termination of Employment. In the event Executive’s employment with the Company
terminates for any reason, Executive will be entitled to any (i) unpaid Base Salary accrued up to
the effective date of termination, (ii) unpaid, but earned and accrued annual incentive for any
completed fiscal year as of his termination of employment, (iii) benefits or compensation as
provided under the terms of any employee benefit and compensation agreements or plans applicable to
Executive, and (iv) unreimbursed business expenses required to reimbursed to Executive.



 









 





          (b) Termination Without Cause not in Connection with a Change of Control. If
Executive’s employment is terminated by the Company without Cause and such termination does not
occur in Connection with a Change of Control, then, subject to Section 3, Executive will receive:
(i) six (6) months of Executive’s base salary, as in effect immediately prior to the date of
termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date,
(ii) 50% of Executive’s target bonus for the fiscal year in which Executive’s termination occurs,
payable in a lump sum payment within thirty (30) days of the Release Effective Date, and (iii)
reimbursement for premiums paid for medical, dental and vision benefits (the “COBRA Benefits”) for
Executive and Executive’s eligible dependents under the Company’s benefit plans for six (6) months
following Executive’s termination of employment, payable when such premiums are due (provided
Executive and Executive’s eligible dependents validly elect to continue coverage under applicable
law). Notwithstanding the previous sentence but subject to Section 3, Executive’s cash severance
payments (other than the payments with respect to the COBRA Benefits) will accrue during the first
six (6) months after Executive’s termination and will become payable in a lump sum payment on the
date six (6) months and one (1) day following the date of Executive’s termination; provided, that
such cash severance payments will be paid earlier, subject to Section 3, if Internal Revenue
Service guidance provides that the imposition of additional tax under Internal Revenue Code Section
409A will not apply to an earlier payment of Executive’s cash severance payments, as reasonably
determined by the Company.



          (c) Termination Without Cause or Resignation for Good Reason in Connection with a Change
of Control. If Executive’s employment is terminated by the Company without Cause or by
Executive for Good Reason, and the termination is in Connection with a Change of Control, then,
subject to Section 3, Executive will receive: (i) twelve (12) months of Executive’s base salary, as
in effect immediately prior to the date of termination, payable in a lump sum payment within thirty
(30) days of the Release Effective Date, (ii) 100% of Executive’s target bonus for the fiscal year
in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of
the Release Effective Date, (iii) reimbursement for premiums paid for COBRA Benefits for Executive
and Executive’s eligible dependents under the Company’s benefit plans for twelve (12) months
following Executive’s termination of employment, payable when such premiums are due (provided
Executive and Executive’s eligible dependents validly elect to continue coverage under applicable
law), and (iv) full accelerated vesting with respect to Executive’s then outstanding, unvested
stock options granted on or prior to April 30, 2005 and those stock options granted to Executive as
a result of his promotion to the position of Vice President, Worldwide Sales. Notwithstanding the
previous sentence but subject to Section 3, Executive’s cash severance payments (other than the
payments with respect to the COBRA Benefits) will accrue during the first six (6) months after
Executive’s termination and will become payable in a lump sum payment on the date six (6) months
and one (1) day following the date of Executive’s termination; provided, that such cash severance
payments will be paid earlier, subject to Section 3, if Internal Revenue Service guidance provides
that the imposition of additional tax under Internal Revenue Code Section 409A will not apply to an
earlier payment of Executive’s cash severance payments, as reasonably determined by the Company.



          (d) Voluntary Termination without Good Reason; Termination for Cause. If Executive’s
employment with the Company terminates voluntarily by Executive without Good Reason or is
terminated for Cause by the Company, then (i) all further vesting of Executive’s outstanding equity
awards will terminate immediately, (ii) all payments of compensation by the Company to Executive
hereunder will terminate immediately, and (iii) Executive will be eligible for
severance benefits only in accordance with the Company’s then established plans, programs, and
practices.



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          (e) Termination due to Death or Disability. Notwithstanding anything to the contrary
in this Agreement, if Executive’s employment terminates by reason of death or Disability, then (i)
Executive’s outstanding equity awards will terminate in accordance with the terms and conditions of
the applicable award agreement(s); (ii) all payments of compensation by the Company to Executive
hereunder will terminate immediately, and (iii) Executive will be entitled to receive benefits only
in accordance with the Company’s then established plans, programs, and practices.



          (f) Sole Right to Severance. This Agreement is intended to represent Executive’s sole
entitlement to severance payments and benefits in connection with the termination of Executive’s
employment. To the extent Executive is entitled to receive severance or similar payments and/or
benefits under any other Company plan, program, agreement, policy, practice, or the like, severance
payments and benefits due to Executive under this Agreement will be so reduced.



     3. Conditions to Receipt of Severance; No Duty to Mitigate.



          (a) Separation Agreement and Release of Claims. The receipt of any severance pursuant
to Section 2 will be subject to Executive signing and not revoking a separation agreement and
release of claims in the form provided to Executive by the Company. No severance will be paid or
provided until the separation agreement and release agreement becomes effective (the “Release
Effective Date”).



          (b) Nondisparagement. During the Employment Term and for 12 months thereafter,
Executive will not knowingly disparage, criticize, or otherwise make any derogatory statements
regarding the Company, its directors, or its officers. The foregoing restrictions will not apply
to any statements that are made truthfully in response to a subpoena or other compulsory legal
process.



          (c) Other Requirements. Executive agrees to continue to comply with the terms of the
Company’s Employment, Confidential Information, Invention Assignment and Arbitration Agreement
entered into by Executive (the “Confidential Information Agreement”).



          (d) No Duty to Mitigate. Executive will not be required to mitigate the amount of any
payment contemplated by this Agreement, nor will any earnings that Executive may receive from any
other source reduce any such payment.



     4. Definitions.



          (a) Cause. For purposes of this Agreement, “Cause” means (i) Executive’s willful and
continued failure to perform the duties and responsibilities of his position that is not corrected
within a thirty (30) day correction period that begins upon delivery to Executive of a written
demand for performance from the Board that describes the basis for the Board’s belief that
Executive has not substantially performed his duties; (ii) any act of personal dishonesty taken by
Executive in connection with his responsibilities as an employee of the Company with the intention
or reasonable expectation that such may result in substantial personal enrichment of Executive;
(iii) Executive’s conviction of, or plea of nolo contendre to, a felony that the Board reasonably
believes has had or will have a material detrimental effect on the Company’s reputation or
business, or (iv) Executive



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materially breaching Executive’s Confidential Information Agreement, which breach is (if
capable of cure) not cured within thirty (30) days after the Company delivers written notice to
Executive of the breach.




          (b) Change of Control. “Change of Control” shall mean the occurrence of any of the
following events:



               (i) the consummation by the Company of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) more than fifty
percent (50%) of the total voting power represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation;



               (ii) the consummation of the sale or disposition by the Company of all or substantially all of
the Company’s assets;



               (iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) becoming the “beneficial owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing 50% or more of the
total voting power represented by the Company’s then outstanding voting securities; or



               (iv) a change in the composition of the Board, as a result of which fewer than a majority of
the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A)
are directors of the Company as of the date hereof, or (B) are elected, or nominated for election,
to the Board with the affirmative votes of at least a majority of those directors whose election or
nomination was not in connection with any transactions described in subsections (i), (ii), or (iii)
or in connection with an actual or threatened proxy contest relating to the election of directors
of the Company.



          (c) Disability. For purposes of this Agreement, Disability will have the same defined
meaning as in the Company’s long-term disability plan.



          (d) Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence
of any of the following, without Executive’s consent: (i) a material reduction of Executive’s
duties, title, authority or responsibilities in effect immediately prior to a Change of Control;
(ii) a reduction in Executive’s base salary or target annual cash incentive compensation; (iii) the
failure of the Company to obtain the assumption of the Agreement by the successor, or (iv) the
Company requiring Executive to relocate his or her principal place of business or the Company
relocating its headquarters, in either case to a facility or location outside of a thirty-five (35)
mile radius from Executive’s current principal place of employment; provided, however, that
Executive only will have Good Reason if the event or circumstances constituting Good Reason
specified in any of the preceding clauses is not cured within thirty (30) days after Executive
gives written notice to the Board. Executive’s actions approving any of the foregoing changes
(that otherwise may be considered Good Reason) will be considered consent for the purposes of this
Good Reason definition.



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          (e) In Connection with a Change of Control. For purposes of this Agreement, a
termination of Executive’s employment with the Company is “in Connection with a Change of Control”
if Executive’s employment is terminated within twelve (12) months following a Change of Control.



     5. Assignment. This Agreement will be binding upon and inure to the benefit of (a)
the heirs, executors, and legal representatives of Executive upon Executive’s death, and (b) any
successor of the Company. Any such successor of the Company will be deemed substituted for the
Company under the terms of this Agreement for all purposes. For this purpose, “successor” means
any person, firm, corporation, or other business entity which at any time, whether by purchase,
merger, or otherwise, directly or indirectly acquires all or substantially all of the assets or
business of the Company. None of the rights of Executive to receive any form of compensation
payable pursuant to this Agreement may be assigned or transferred except by will or the laws of
descent and distribution. Any other attempted assignment, transfer, conveyance, or other
disposition of Executive’s right to compensation or other benefits will be null and void.



     6. Notices. All notices, requests, demands, and other communications called for
hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered
personally, (b) one day after being sent overnight by a well established commercial overnight
service, or (c) four days after being mailed by registered or certified mail, return receipt
requested, prepaid and addressed to the parties or their successors at the following addresses, or
at such other addresses as the parties may later designate in writing:


If to the Company:


Attn: General Counsel

Brocade Communications Systems, Inc.

1745 Technology Drive

San Jose, CA 95110


If to Executive:


at the last residential address known by the Company.



     7. Severability. If any provision hereof becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full
force and effect without said provision.



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     8. Arbitration. The Parties agree that any and all disputes arising out of the terms
of this Agreement, their interpretation, and any of the matters herein released, will be subject to
binding arbitration in Santa Clara County, California before the American Arbitration Association
under its National Rules for the Resolution of Employment Disputes, supplemented by the California
Rules of Civil Procedure. The Parties agree that the prevailing party in any arbitration will be
entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration
award. The Parties hereby agree to waive their right to have any dispute between them resolved in
a court of law by a judge or jury. This paragraph will not prevent either party from seeking
injunctive relief (or any other provisional remedy) from any court having jurisdiction over the
Parties and the subject matter of their dispute relating to Executive’s obligations under this
Agreement.



     9. Integration. This Agreement represents the entire agreement and understanding
between the parties as to the subject matter herein and supersedes all prior or contemporaneous
agreements whether written or oral, including any agreements that provide for severance benefits
and any agreements that provide for vesting acceleration of Executive’s outstanding equity awards
(except for any terms that provide for the accelerated vesting of Executive’s equity awards if they
are not assumed or substituted by a successor corporation). No waiver, alteration, or modification
of any of the provisions of this Agreement will be binding unless in a writing that specifically
references this Section and is signed by duly authorized representatives of the parties hereto.



     10. Waiver of Breach. The waiver of a breach of any term or provision of this
Agreement, which must be in writing, will not operate as or be construed to be a waiver of any
other previous or subsequent breach of this Agreement.



     11. Headings. All captions and Section headings used in this Agreement are for
convenient reference only and do not form a part of this Agreement.



     12. Tax Withholding. All payments made pursuant to this Agreement will be subject to
withholding of applicable taxes.



     13. Governing Law. This Agreement will be governed by the laws of the State of
California (with the exception of its conflict of laws provisions).



     14. Acknowledgment. Executive acknowledges that he has had the opportunity to discuss
this matter with and obtain advice from his private attorney, has had sufficient time to, and has
carefully read and fully understands all the provisions of this Agreement, and is knowingly and
voluntarily entering into this Agreement.



     15. Counterparts. This Agreement may be executed in counterparts, and each
counterpart will have the same force and effect as an original and will constitute an effective,
binding agreement on the part of each of the undersigned.



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     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by a duly authorized officer, as of the day and year written below.



COMPANY:




BROCADE COMMUNICATIONS SYSTEMS, INC.




	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	  Chief Executive Officer	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTIVE:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Date:	 	 
	 	 	 	 	 	 	 
	Ian Whiting	 	 	 	 	 	 






[SIGNATURE PAGE TO CHANGE OF CONTROL RETENTION AGREEMENT]





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