"SHORT-TERM DEFERRAL PERIOD" MEANS THE PERIOD ENDING ON THE LATER OF THE
15TH DAY OF THE THIRD MONTH FOLLOWING THE END OF THE TAX YEAR IN WHICH YOUR
SEPARATION FROM SERVICE OCCURS AND THE 15TH DAY OF THE THIRD MONTH FOLLOWING THE
END OF THE COMPANY'S TAX YEAR IN WHICH YOUR SEPARATION FROM SERVICE OCCURS; AND
(B) EACH INSTALLMENT OF THE PAYMENTS DUE UNDER SECTION 8 THAT IS NOT PAID WITHIN
THE SHORT-TERM DEFERRAL PERIOD AND THAT WOULD, ABSENT THIS SUBSECTION, BE PAID
WITHIN THE SIX-MONTH PERIOD FOLLOWING YOUR "SEPARATION FROM SERVICE" WITH THE
COMPANY SHALL NOT BE PAID UNTIL THE DATE THAT IS SIX MONTHS AND ONE DAY AFTER
SUCH SEPARATION FROM SERVICE (OR, IF EARLIER, YOUR DEATH), WITH ANY SUCH
INSTALLMENTS THAT ARE REQUIRED TO BE DELAYED BEING ACCUMULATED DURING THE
SIX-MONTH PERIOD AND PAID IN A LUMP SUM ON THE DATE THAT IS SIX MONTHS AND ONE
DAY FOLLOWING YOUR SEPARATION FROM SERVICE AND ANY SUBSEQUENT INSTALLMENTS, IF
ANY, BEING PAID IN ACCORDANCE WITH THE DATES AND TERMS SET FORTH HEREIN;
PROVIDED, HOWEVER, THAT THE PRECEDING PROVISIONS OF THIS SENTENCE SHALL NOT
APPLY TO ANY INSTALLMENT OF PAYMENTS IF AND TO THE MAXIMUM EXTENT THAT THAT SUCH
INSTALLMENT IS DEEMED TO BE PAID UNDER A SEPARATION PAY PLAN THAT DOES NOT
PROVIDE FOR A
DEFERRAL OF COMPENSATION BY REASON OF THE APPLICATION OF TREASURY REGULATION
1.409A-1(B)(9)(III) (RELATING TO SEPARATION PAY UPON AN INVOLUNTARY SEPARATION
FROM SERVICE).
ANY INSTALLMENTS THAT QUALIFY FOR THE EXCEPTION UNDER TREASURY
REGULATION SECTION 1.409A-1(B)(9)(III) MUST BE PAID NO LATER THAN THE LAST DAY
OF THE SECOND TAXABLE YEAR OF FOLLOWING THE TAXABLE YEAR OF IN WHICH YOUR
SEPARATION FROM SERVICE OCCURS.
9.
SECTION 409A OF THE CODE.
THIS
AGREEMENT IS INTENDED TO COMPLY WITH THE PROVISIONS OF SECTION 409A AND THE
AGREEMENT SHALL, TO THE EXTENT PRACTICABLE, BE CONSTRUED IN ACCORDANCE
THEREWITH.
TERMS DEFINED IN THE AGREEMENT SHALL HAVE THE MEANINGS GIVEN SUCH
TERMS UNDER SECTION 409A IF AND TO THE EXTENT REQUIRED IN ORDER TO COMPLY WITH
SECTION 409A.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT THE AGREEMENT
OR ANY PAYMENT OR BENEFIT HEREUNDER SHALL BE DEEMED NOT TO COMPLY WITH SECTION
409A, THEN NEITHER THE COMPANY, THE BOARD OF DIRECTORS NOR ITS OR THEIR
DESIGNEES OR AGENTS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY ACTIONS,
DECISIONS OR DETERMINATIONS MADE IN GOOD FAITH.
10.
General.
(a)
This letter will constitute our entire agreement as to your
employment by the Company and will supersede any
prior agreements or
understandings, whether in writing or oral.
(b)
This letter shall be governed by the law of the Commonwealth of
Massachusetts.
(c)
Sonus Networks is an equal opportunity employer.
You may accept this offer of employment and the terms and conditions thereof by
confirming your acceptance in writing by August 31, 2007.
Please send your
letter to the company, or via e-mail  which execution will
evidence your agreement with the terms and conditions set forth herein and
therein.
We are