AND BINDING EFFECT OF THIS
AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT YOU ARE WAIVING YOUR RIGHT TO
A JURY TRIAL.
FINALLY, YOU AGREE THAT YOU HAVE BEEN PROVIDED AN OPPORTUNITY TO
SEEK THE ADVICE OF AN ATTORNEY OF YOUR CHOICE BEFORE SIGNING THIS AGREEMENT.
14.
NO ORAL MODIFICATION, CANCELLATION OR DISCHARGE.
THIS AGREEMENT
MAY BE CHANGED OR TERMINATED ONLY IN WRITING (SIGNED BY YOU AND AN AUTHORIZED
OFFICER OF THE COMPANY).
15.
WITHHOLDING.
THE COMPANY IS AUTHORIZED TO WITHHOLD, OR CAUSE TO
BE WITHHELD, FROM ANY PAYMENT OR BENEFIT UNDER THIS AGREEMENT THE FULL AMOUNT OF
ANY APPLICABLE WITHHOLDING TAXES.
16.
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE
STATE OF COLORADO (WITH THE EXCEPTION OF ITS CONFLICT OF LAWS PROVISIONS).
17.
ACKNOWLEDGMENT.
YOU ACKNOWLEDGE THAT YOU HAVE HAD THE OPPORTUNITY
TO DISCUSS THIS MATTER WITH AND OBTAIN ADVICE FROM YOUR PRIVATE ATTORNEY, HAVE
HAD SUFFICIENT TIME TO, AND HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL THE
PROVISIONS OF THIS AGREEMENT, AND ARE KNOWINGLY AND VOLUNTARILY ENTERING INTO
THIS AGREEMENT.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
respective dates set forth below:
Date:
, 2004
MCDATA CORPORATION
Date:
, 2004
Name:
Title: