exv10w23






     EXHIBIT 10.23


January 4, 2011




Krish A. Prabhu, Ph.D.



Dear Krish:



On behalf of the Board of Directors, I am very pleased to confirm an offer of employment to you for
the position of interim President and Chief Executive Officer of Tekelec (“Tekelec” or the
“Company”). In connection with your appointment as interim President and Chief Executive Officer,
you have resigned from the Compensation Committee of Tekelec’s Board of Directors, although you
will remain a director of Tekelec and a member of the Corporate Development Committee.



As Tekelec’s interim President and Chief Executive Officer, you will report directly to the Board
of Directors and will have such duties and responsibilities as set forth in Tekelec’s Bylaws and as
may be delegated to you from time to time by the Board.



Your annual base salary will be $570,000, payable as $21,923.07 bi-weekly in accordance with the
Company’s payroll practices. You will be eligible to participate in Tekelec’s executive officer
bonus plan, at a target opportunity of 100% of your base salary on an annual basis, and the Board
will determine in its sole discretion your award, if any, on a pro rata basis, at the time your
interim service ends should it end prior to the annual bonus period.



Tekelec’s Compensation Committee will grant you, monthly for 12 months or until the date your
interim service ends, whichever is sooner, 10,000 restricted stock units (“RSUs”) of Tekelec Common
Stock under the Tekelec Amended and Restated 2003 Equity Incentive Plan (the “Plan”). You will
receive the first RSU award on the date your employment commences (as described below) and any
remaining RSU awards on each monthly anniversary thereafter on which you are still serving as
interim President and CEO, for a total of up to 12 awards. If your interim service ends on a date
other than a monthly anniversary date, you will receive a final pro rata award based on the time
you have served since the previous monthly anniversary. All RSUs will vest upon the date that your
interim service ends. The RSUs will in all respects be subject to the terms and provisions of the
Plan and the agreement evidencing the grant of RSUs.



You will be provided with temporary housing and use of a rental car in the Research Triangle area
during your term as interim President and Chief Executive Officer in accordance with Tekelec’s
existing policies. In addition, Tekelec will pay for your reasonable flights between your home and
the Research Triangle during your term as interim President and Chief Executive Officer, and will
pay for your reasonable meal expenses while in the Research Triangle. Tekelec’s Human Resources
Department will assist you with the logistics of these items. To the extent that the value of these
items is subject to applicable taxation, Tekelec will “gross up” these items for tax purposes.



You may participate in Tekelec’s benefit programs, which currently include medical, dental, vision,
life and disability plans, a 401(K) plan, and an employee stock purchase program, subject to the
terms, conditions and limitations contained in the applicable plans, programs and/or policies.
Tekelec reserves the right to change its benefit programs, plans, policies and practices from time
to time, at its sole discretion; this letter is not intended as any limitation on that right.



Additionally, Tekelec provides a Vacation/Personal Time Off policy, which allows employees maximum
flexibility and discretion in utilizing Company-paid personal time. Employees start accruing
Vacation/Personal Time Off at the rate of twenty (20) days per year during their first year of
employment. Tekelec also provides for eleven (11) paid holidays per calendar year.







 









 







You will not be designated as an “Eligible Officer” under the Tekelec 2007 Officer Severance Plan,
as amended (the “Severance Plan”), and as such you will not be eligible to receive any severance
benefits thereunder or otherwise.



Enclosed is a copy of the “Confidentiality, Intellectual Property, Non-Solicitation, and
Non-Competition Agreement” that you should read thoroughly, sign and return along with the signed,
original offer letter in the enclosed envelope.



In compliance with the Immigration Reform and Control Act of 1986, we request that you provide us
with acceptable documentation verifying your identity and eligibility to work in the United States
within three business days of your first day of employment. Employment will be contingent upon your
meeting this requirement. Enclosed is a Tekelec document, “Preparing for Your Tekelec New Hire
Orientation,” which includes a U.S. Government website identifying the acceptable documents to meet
employment eligibility verification requirements.



All Tekelec employees are expected to ensure that business activities are conducted properly and in
compliance with applicable law. All employees are expected to access, read and comply with all
Tekelec policies, programs and guidelines which are available on Signal, Tekelec’s Intranet, and in
the Tekelec Handbook which is available on Signal.



All employment with Tekelec is “at-will” which means that you may resign at any time with or
without notice and that Tekelec reserves the right to terminate your employment or alter your
position, duties or title with or without notice, for any or no particular reason or cause. While
the terms of your employment and compensation may be subject to review and may change from time to
time, the at-will nature of all employment with the Company will not and cannot change except by an
express written agreement duly signed by the Company’s General Counsel and approved by the
Company’s Board of Directors.



Krish, we would be pleased with your affirmative response to this offer of employment and are
excited to work with you during this transition period.



Should you have any questions, or if there is anything else with which we can assist you, please
feel free to contact me.



Sincerely,

TEKELEC



/s/ Stuart Kupinsky




Stuart Kupinsky

General Counsel




cc: Mark Floyd



I ACCEPT THE ABOVE OFFER; AND SHALL COMMENCE EMPLOYMENT WITH



TEKELEC
ON: January 4, 2011




	 	 	 
	/s/ Krish A. Prabhu

	 	January 4, 2011
	 

	 	 
	Signature

	 	Date






CONFIDENTIAL INFORMATION