EXHIBIT 10.20.2
[g67241kmimage002.gif]
MCDATA CORPORATION
FORM EXECUTIVE SEVERANCE AGREEMENT
This Agreement is made by and between McDATA Corporation (the "Company"), and
you,
.
This Agreement is effective as of May 24, 2004
(the "Effective Date").
For purposes of this Agreement, the "Company" shall
include any parent or subsidiary of the Company, unless the context clearly
requires otherwise.
This Agreement is intended to strongly encourage you to remain with the Company
by providing you with certain severance benefits in the event that your
employment with the Company terminates under certain circumstances.
This
Agreement also is intended to provide you with enhanced financial security in
recognition of your past and future service to the Company.
1.
ELIGIBILITY FOR SEVERANCE BENEFITS.
YOU WILL BE ENTITLED TO THE
PAYMENTS AND BENEFITS DESCRIBED IN SECTION 2 ONLY IF BOTH: (A) EITHER (1) THE
COMPANY TERMINATES YOUR EMPLOYMENT FOR A REASON OTHER THAN CAUSE, DEATH OR
DISABILITY, OR (2) YOU VOLUNTARILY TERMINATE YOUR EMPLOYMENT WITH THE COMPANY
FOR GOOD REASON, AND (B) YOU (1) SIGN AND DELIVER TO THE COMPANY A RELEASE OF
CLAIMS SATISFACTORY TO THE COMPANY, (2) DO NOT SUBSEQUENTLY REVOKE YOUR
SIGNATURE ON THE RELEASE OF CLAIMS, AND (3) COMPLY WITH ALL OF THE TERMS OF THIS
AGREEMENT, INCLUDING (BUT NOT LIMITED TO) SECTION 7 REGARDING NON-SOLICITATION
OF EMPLOYEES AND SECTION 8 REGARDING NON-COMPETITION.
NOTWITHSTANDING THE
PRECEDING, IF YOUR TERMINATION OF EMPLOYMENT WOULD QUALIFY YOU FOR PAYMENTS AND
BENEFITS UNDER A
CHANGE OF CONTROL SEVERANCE AGREEMENT (IF APPLICABLE TO YOU)
WITH THE COMPANY
(THE "CHANGE OF CONTROL SEVERANCE AGREEMENT"), YOU WILL
RECEIVE NONE OF THE PAYMENTS AND BENEFITS DESCRIBED HEREIN.
INSTEAD, YOU WOULD
(IF APPLICABLE)
RECEIVE THE PAYMENTS AND BENEFITS TO WHICH YOU ARE ENTITLED
UNDER A CHANGE OF CONTROL SEVERANCE AGREEMENT (IF APPLICABLE TO YOU).
2.
SEVERANCE BENEFITS.
IF YOU MEET THE ELIGIBILITY REQUIREMENTS
DESCRIBED IN SECTION 1, YOU WILL RECEIVE THE FOLLOWING.
(A)
CASH PAYMENTS.
YOU WILL RECEIVE SEVERANCE PAY EQUAL TO [ONE
YEAR][NINE MONTHS][SIX MONTHS] OF YOUR
BASE SALARY AND TARGET BONUS IN EFFECT
IMMEDIATELY PRIOR TO THE DATE OF YOUR TERMINATION OF EMPLOYMENT (THE
"TERMINATION DATE") FOR A PERIOD OF [ONE YEAR][NINE MONTHS][SIX MONTHS]
FOLLOWING THE TERMINATION DATE.
THE SEVERANCE PAY WITH RESPECT TO YOUR [ONE
YEAR][NINE MONTHS][SIX MONTHS] BASE SALARY WILL BE PAID IN ACCORDANCE WITH THE
COMPANY'S STANDARD PAYROLL PRACTICES AND THE SEVERANCE PAY WITH RESPECT TO YOUR
TARGET BONUS WILL BE PAID AT THE SAME TIME AS BONUSES ARE SCHEDULED TO BE PAID
TO THE COMPANY'S OTHER SENIOR EXECUTIVES. NO LUMP SUM PAYMENT WILL BE MADE. THE
PAYMENTS WILL COMMENCE WITHIN THREE (3) DAYS AFTER THE RELEASE OF CLAIMS BECOMES
EFFECTIVE AND NO LONGER IS SUBJECT TO REVOCATION. YOU ARE RESPONSIBLE FOR ANY
APPLICABLE TAXES ON SUCH PAYMENTS.
(B)
OPTION EXERCISABILITY.
YOU WILL HAVE ONE YEAR FOLLOWING THE
TERMINATION DATE TO EXERCISE YOUR COMPANY CLASS B STOCK OPTIONS AND ANY COMPANY
STOCK OPTIONS GRANTED TO YOU ON OR AFTER THE EFFECTIVE DATE, BUT IN EACH CASE
ONLY TO THE EXTENT THAT SUCH OPTION IS VESTED AND