Excel Inc Sample Contracts

Excel Switching Corp – AGREEMENT AND PLAN OF MERGER (August 26th, 1999)

EXHIBIT 2.1 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Dated as of August 17, 1999 By and Among LUCENT TECHNOLOGIES INC., DALLAS MERGER INC. And EXCEL SWITCHING CORPORATION -------------------------------------------------------------------------------- TABLE OF CONTENTS PAGE ---- ARTICLE I THE ME

Excel Switching Corp – VENDOR PROGRAM AGREEMENT (August 16th, 1999)

EXHIBIT 10.10 AMENDMENT NO.1 TO VENDOR PROGRAM AGREEMENT (EXCEL) This AMENDMENT NO. 1 ("Amendment") TO VENDOR PROGRAM AGREEMENT dated as of March 30, 1999 is entered into as of July 9, 1999 between NATIONSCREDIT COMMERCIAL CORPORATION ("NCC"), a Delaware corporation with its principal office at 1355 Windward Concourse, Alpharetta, Georgia 30005, and EXCEL SWITCHING CORPORATION ("Client"), a Delaware corporation, with its principal office at 255 Independence Drive, Hyannis, Massachusetts 03601. RECITALS A. Client and NCC executed and delivered a certain Vendor Program Agreement dated as of March ___, 1999 hereinafter referred to as the "Program Agreement", which provides for the financing by NCC of certain Contracts, Equipment and Payments upon the terms and conditions contained

Excel Switching Corp – Re: AMENDMENT NO. 2 TO LOAN AGREEMENT (August 16th, 1999)

Exhibit 10.9 EXCEL SWITCHING CORPORATION (f/k/a Excel, Inc.) 255 Independence Drive Hyannis, Massachusetts 02601 Dated as of: June 29, 1999 BankBoston, N.A., (f/k/a The First National Bank of Boston) 100 Federal Street Boston, Massachusetts 02110 Re: AMENDMENT NO. 2 TO LOAN AGREEMENT Ladies and Gentlemen: We refer to the Loan Agreement, dated as of December 21, 1995 (as amended, the "Agreement"), between Excel Switching Corporation (f/k/a Excel, Inc.), a Massachusetts corporation (the "Borrower"), and BankBoston, N.A. (f/k/a The First National Bank of Boston), a national banking association (the "Lender"). Terms used in this letter of agreement (this "Amendment") which are not defined herein, but which are defined in the Agreement, shall have the same respective meanings here

Excel Switching Corp – NON-QUALIFIED STOCK OPTION AGREEMENT (July 23rd, 1999)

Exhibit 4.4 EXCEL SWITCHING CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Excel Switching Corporation, a Massachusetts corporation (the "Company"), hereby grants as of [DATE] to [NAME OF OPTIONEE] (the "Optionee"), an option to purchase a maximum of [NUMBER] shares (the "Option Shares") of its Common Stock, $.01 par value ("Common Stock"), at the price of $ [PRICE] per share, on the following terms and conditions: 1. GRANT UNDER AMENDED AND RESTATED 1997 STOCK OPTION PLAN. This option is granted pursuant to and is governed by the Company's Amended and Restated 1997 Stock Option Plan (the "Plan") and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. Determinations made in connection with this option pursuant to the Plan shall be governed by the Plan as it exists on this date. 2. GRANT AS NON-QUALIFIED

Excel Switching Corp – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (May 25th, 1999)

EXHIBIT 2.1 ----------- AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG EXCEL SWITCHING CORPORATION RACEPOINT ACQUISITION CORP. RASCOM, INC. AND THOSE SHAREHOLDERS LISTED ON THE SIGNATURE PAGE HERETO Dated as of APRIL 15, 1999 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION TABLE OF CONTENTS Page ----

Excel Switching Corp – ESCROW AGREEMENT (May 25th, 1999)

EXHIBIT 4.1 ----------- ESCROW AGREEMENT Agreement dated as of May 10, 1999, by and among Excel Switching Corporation, a Massachusetts corporation ("Parent"), Racepoint Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), RAScom, Inc., a Delaware corporation (the "Company"), State Street Bank and Trust Company (the "Indemnification Escrow Agent"), Mark B. Galvin (the "Indemnification Representative") and each of the Shareholders of the Company identified on the signature page hereto (the "Company Shareholders"). WHEREAS, the Parent, Merger Sub, the Company and the Company Shareholders have entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") dated as of April 15, 1999; and WHEREAS, the Merger Agreemen

Excel Switching Corp – REGISTRATION RIGHTS AGREEMENT (May 25th, 1999)

EXHIBIT 4.3 ----------- REGISTRATION RIGHTS AGREEMENT May 10, 1999 Dear Sir/Madam: Pursuant to the Agreement and Plan of Merger Reorganization dated as of April 15, 1999 (the "MERGER AGREEMENT"), among Excel Switching Corporation (the "COMPANY"), Racepoint Acquisition Corporation, a subsidiary of the Company ("MERGER SUB"),RAScom, Inc. ("TARGET") and the other parties named herein, Merger Sub is being merged with and into Target. In connection therewith, as one of the holders (the "HOLDERS") of Common Stock of Target, you are acquiring shares of Common Stock of the Company. As context requires, a Holder may be referred to as a "SELLER". In connection with the transaction, the Company and you covenant and agree as follows: 1. CERTAIN DEFINIT

Excel Switching Corp – SIDE LETTER AGREEMENT (May 25th, 1999)

EXHIBIT 4.2 ----------- SIDE LETTER AGREEMENT Side Letter Agreement dated as of May 10, 1999, by and among Excel Switching Corporation, a Massachusetts corporation ("Parent"), Racepoint Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), RAScom, Inc., a Delaware corporation (the "Company"), State Street Bank and Trust Company (the "Escrow Agent"), and Mark B. Galvin (the "Indemnification Representative"). WHEREAS, the parties are entering into a certain Escrow Agreement dated of even date herewith (the "Escrow Agreement"), and the parties desire to further clarify the duties of the Escrow Agent under such Escrow Agreement by supplementing such Escrow Agreement to include the terms provided below; NOW, THEREFORE, in consideration of the p

Excel Switching Corp – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (May 25th, 1999)

EXHIBIT 2.2 ----------- AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Amendment No. 1 (this "AMENDMENT") to the Agreement and Plan of Merger and Reorganization dated as of April 15, 1999 (the "MERGER AGREEMENT"), by and among Excel Switching Corporation, a Massachusetts corporation ("PARENT"), Racepoint Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), RAScom, Inc., a Delaware corporation (the "COMPANY"), those certain shareholders of the Company set forth on the signature pages thereof (the "COMPANY SHAREHOLDERS"), and Mark B. Galvin as the "Indemnification Representative identified therein (the "INDEMNIFICATION REPRESENTATIVE"), is entered into by and among Parent, the Company, those stockholders of the Company whose signatures appear below and the Indemn

Excel Switching Corp – 1996 STOCK PLAN (May 24th, 1999)

Exhibit 4.3 RASCOM, INC. 1996 STOCK PLAN --------------- 1. PURPOSE. The purpose of the RAScom, Inc. 1996 Stock Plan (the "Plan") is to encourage key employees of RAScom, Inc. (the "Company") and of any present or future parent or subsidiary of the Company (collectively, "Related Corporations") and other individuals who render services to the Company or a Related Corporation, by providing opportunities to participate in the ownership of the Company and its future growth through (a) the grant of options which qualify as "incentive stock options" ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"); (b) the grant of options which do not qualify as ISOs ("Non-Qualified Options"); (c) awards of stock in the Company ("Awards"); and (d) opportunities to make direct purchases o

Excel Switching Corp – VENDOR PROGRAM AGREEMENT (May 18th, 1999)

Exhibit 10.8 VENDOR PROGRAM AGREEMENT THIS VENDOR PROGRAM AGREEMENT is dated as of March 30, 1999, between NATIONSCREDIT COMMERCIAL CORPORATION, a Delaware corporation with a place of business at 1355 Windward Concourse, Alpharetta, Georgia 30005 ("NCC"), and EXCEL SWITCHING CORPORATION, a Massachusetts corporation with its principal place of business at 255 Independence Drive, Hyannis, Massachusetts 03601 ("CLIENT"). R E C I T A L S WHEREAS, Client desires a financing program to support the sale of its products ("EQUIPMENT"), and Client and NCC wish to establish a financing program to enable Customers of Client to finance the purchase or lease of such Equipment ("PROGRAM"), on the terms and conditions set forth herein; NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows: 1. DEFINITIONS

Excel Switching Corp – AMENDED AND RESTATED 1997 STOCK OPTION PLAN (March 31st, 1999)

EXHIBIT 10.1 EXCEL SWITCHING CORPORATION AMENDED AND RESTATED 1997 STOCK OPTION PLAN 1. PURPOSE. This Amended and Restated 1997 Stock Option Plan (the "Plan") is intended to provide incentives: (a) to the officers and other employees of Excel Switching Corporation (the "Company"), any present or future parent and any present or future subsidiaries of the Company (collectively, "Related Corporations") by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which qualify as "incentive stock options" ("ISO" or "ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"); (b) to directors, officers, employees and consultants of the Company and Related Corporations by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do

Excel Switching Corp – AMENDED AND RESTATED 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (March 31st, 1999)

AMENDED AND RESTATED 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN EXHIBIT 10.2 EXCEL SWITCHING CORPORATION AMENDED AND RESTATED 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN 1. PURPOSE. This Non-Qualified Stock Option Plan, to be known as the Amended and Restated 1997 Non-Employee Director Stock Option Plan (hereinafter, the "Plan") is intended to promote the interests of Excel Switching Corporation (hereinafter, the "Company") by providing an inducement to obtain and retain the services of qualified persons who are not employees or officers of the Company to serve as members of its Board of Directors (the "Board"). 2. AVAILABLE SHARES. The total number of shares of Common Stock, par value $.01 per share, of the Company (the "Common Stock") for which options may be granted under this Plan shall not exceed 225,000 sh

Excel Switching Corp – NON-QUALIFIED STOCK OPTION AGREEMENT (May 4th, 1998)

Exhibit 4.8 EXCEL SWITCHING CORPORATION --------------------------- NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ Excel Switching Corporation, a Massachusetts corporation (the "Company"), hereby grants as of [DATE] to [NAME OF OPTIONEE] (the "Optionee"), an option to purchase a maximum of [NUMBER] shares (the "Option Shares") of its Common Stock, $.01 par value ("Common Stock"), at the price of $[PRICE] per share, on the following terms and conditions: 1. GRANT UNDER 1997 STOCK OPTION PLAN. This option is granted ---------------------------------- pursuant to and is governed by the Company's 1997 Stock Option Plan (the "Plan") and, unless the context otherwise requires, terms used herein shall have the

Excel Switching Corp – 1997 STOCK OPTION PLAN (May 4th, 1998)

Exhibit 4.5 EXCEL SWITCHING CORPORATION 1997 STOCK OPTION PLAN ---------------------- 1. PURPOSE. This 1997 Stock Option Plan (the "Plan") is intended to ------- provide incentives: (a) to the officers and other employees of Excel Switching Corporation (the "Company"), any present or future parent and any present or future subsidiaries of the Company (collectively, "Related Corporations") by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which qualify as "incentive stock options" ("ISO" or "ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"); (b) to directors, officers, employees and consultants of the Company and Related Corporations by providing them with op

Excel Switching Corp – Non-Qualified Stock Option Agreement for Non-Employee Directors (May 4th, 1998)

Exhibit 4.10 EXCEL SWITCHING CORPORATION Non-Qualified Stock Option Agreement for Non-Employee Directors --------------------------------------------------------------- Excel Switching Corporation, a Massachusetts corporation (the "Company"), hereby grants as of [Date] to [Optionee] (the "Optionee") an option to purchase a maximum of [#Shares] shares of its Common Stock, par value $.01 per share (the "Option Shares"), at the price of [Price] per share, on the following terms and conditions: 1. GRANT UNDER 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN. This option -------------------------------------------------------- is granted pursuant to and is governed by the Company's 1997 Non-Employee Director Stock Option Plan (the "Plan") and, unless the context otherwise requires, terms used herein shall have the meanings assigned to them in the Plan. Deter

Excel Switching Corp – INCENTIVE STOCK OPTION AGREEMENT (May 4th, 1998)

Exhibit 4.9 EXCEL SWITCHING CORPORATION INCENTIVE STOCK OPTION AGREEMENT -------------------------------- Excel Switching Corporation, a Massachusetts corporation (the "Company"), hereby grants as of [DATE] to [NAME OF EMPLOYEE] (the "Employee"), an option to purchase a maximum of [NUMBER] shares (the "Option Shares") of its Common Stock, $.01 par value ("Common Stock"), at the price of $[PRICE] per share, on the following terms and conditions: 1. GRANT UNDER 1997 STOCK OPTION PLAN. This option is granted ---------------------------------- pursuant to and is governed by the Company's 1997 Stock Option Plan (the "Plan") and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. Determinations made in connection with this option pu

Excel Switching Corp – CREDIT AGREEMENT (March 26th, 1998)

EXHIBIT 10.7 EXCEL, INC. CREDIT AGREEMENT Dated as of December 21, 1995 THIS CREDIT AGREEMENT is made as of December 21, 1995, by and between EXCEL INC. (the "Company"), a Massachusetts corporation having its chief executive office at 255 Independence Drive, Hyannis, Massachusetts and THE FIRST NATIONAL BANK OF BOSTON (the "Bank"), a national banking association having its head office at 100 Federal Street, Boston, Massachusetts 02110. SECTION I --------- DEFINITIONS ----------- 1.1. Definitions. ----------- All capitalized terms used in this Agreement or in the Note or in any certificate, report or other document made or delivered pursuant to this Agreeme

Excel Switching Corp – CREDIT AGREEMENT (October 24th, 1997)

EXHIBIT 10.7 EXCEL, INC. CREDIT AGREEMENT Dated as of December 21, 1995 THIS CREDIT AGREEMENT is made as of December 21, 1995, by and between EXCEL INC. (the "Company"), a Massachusetts corporation having its chief executive office at 255 Independence Drive, Hyannis, Massachusetts and THE FIRST NATIONAL BANK OF BOSTON (the "Bank"), a national banking association having its head office at 100 Federal Street, Boston, Massachusetts 02110. SECTION I --------- DEFINITIONS ----------- 1.1. Definitions. ----------- All capitalized terms used in this Agreement or in the Note or in any certificate, report or other document made or delivered pursuant to this Agreeme

Excel Switching Corp – LEASE (October 24th, 1997)

EXHIBIT 10.5 LEASE 1. PARTIES Independence Park, Inc., a Massachusetts Corporation, whose address is P.O. Box 1776, Barnstable (Hyannis) Barnstable County Massachusetts 02601, hereinafter called "Landlord" which expression shall include its successors and assigns where the context so admits does hereby lease to Excel, Inc., whose address is 41 Meetinghouse Lane, Sagamore Beach, MA 02652 hereinafter called "TENANT" which expression shall include its successors where the context so admits, and the TENANT hereby leases from the Landlord the following described premises: 2. PREMISES The "demised premises" consists of certain land with the buildings thereon known and numbered as Plant 5, Town of Barnstable assessors map 295, Parcel 12, Barnstable (Hyannis) Barnstable County, Massachusetts described on exhibit A attached hereto and incorporated herein. Th

Excel Switching Corp – PURCHASE AND RESALE AGREEMENT (October 24th, 1997)

EXHIBIT 10.6 PURCHASE AND RESALE AGREEMENT This Agreement is entered into by and between EXCEL, INC., a corporation organized under the laws of the Commonwealth of Massachusetts, with its usual place of business at 355 Old Plymouth Road, Sagamore Beach, Massachusetts (hereinafter called "Excel") and BOSTON TECHNOLOGY, INC., whose address is, 100 Quannapowitt Parkway Wakefield Ma.(hereinafter called "BTI"). This agreement shall constitute the entire agreement between the parties and shall supersede any and all previous agreements with respect to the subject matter hereof. 1. EQUIPMENT PURCHASE AND SOFTWARE LICENSE a. BTI agrees to purchase and by its acceptance, Excel agrees to sell and/or license (as applicable), on the terms set forth below, the equipment and spare parts together with all applicable Software, as that term is further defined below (collectively refer

Excel Switching Corp – MORTGAGE AND SECURITY AGREEMENT (October 24th, 1997)

Exhibit 10.8 MORTGAGE AND SECURITY AGREEMENT EXCEL, INC., a Massachusetts business corporation, having a principal place of business at 41 Meeting House Lane, P.O. Box 327, Sagamore Beach, Massachusetts 02562 ("Mortgagor") for consideration paid, grant to CAPE COD BANK AND TRUST COMPANY, a Massachusetts banking corporation, having its usual place of business at 307 Main Street, Hyannis, MA 02601 ("Mortgagee") with MORTGAGE COVENANTS, to secure the payment OF TWO MILLION SIX HUNDRED THOUSAND AND N0/100 ($2,600,000.00) DOLLARS payable as provided in a note of even date (the "Note"), and also to secure the performance of all of the covenants and agreements contained in this Mortgage and the said note of even date and any other documents executed as collateral therefor or relating thereto and existing as of the date hereof. The land together with the buildings and other structu

Excel Inc – 1997 STOCK OPTION PLAN (September 17th, 1997)

EXHIBIT 10.1 EXCEL SWITCHING CORPORATION 1997 STOCK OPTION PLAN 1. PURPOSE. This 1997 Stock Option Plan (the "Plan") is intended to ------- provide incentives: (a) to the officers and other employees of Excel Switching Corporation (the "Company"), any present or future parent and any present or future subsidiaries of the Company (collectively, "Related Corporations") by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which qualify as "incentive stock options" ("ISO" or "ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"); (b) to directors, officers, employees and consultants of the Company and Related Corporations by providing them with opportunities to purchase stock in the Company pursuant to options granted hereunder which do not qualify as

Excel Inc – LOAN AGREEMENT (September 17th, 1997)

EXHIBIT 10.9 LOAN AGREEMENT BY AND BETWEEN EXCEL, INC. AND CAPE COD BANK AND TRUST COMPANY JUNE 30, 1997 This LOAN AGREEMENT (the "Agreement") is entered into effective this 30th day of June, 1997, by and between EXCEL, INC., a Massachusetts business corporation having a principal place of business at 255 Independence Drive, Hyannis, Massachusetts 02601 (the "Borrower") and CAPE COD BANK, AND TRUST COMPANY (the "Bank") , having its principal place of business at 307 Main Street, Hyannis MA 02601. To the extent this Agreement varies from any earlier agreement or commitment, such earlier agreement or commitment is amended. 1. DEFINITIONS. ------------ The following terms shall have the meanings set

Excel Inc – CREDIT AGREEMENT (September 17th, 1997)

EXHIBIT 10.7 EXCEL, INC. CREDIT AGREEMENT Dated as of December 21, 1995 THIS CREDIT AGREEMENT is made as of December 21, 1995, by and between EXCEL INC. (the "Company"), a Massachusetts corporation having its chief executive office at 255 Independence Drive, Hyannis, Massachusetts and THE FIRST NATIONAL BANK OF BOSTON (the "Bank"), a national banking association having its head office at 100 Federal Street, Boston, Massachusetts 02110. SECTION I --------- DEFINITIONS ----------- 1.1. Definitions. ----------- All capitalized terms used in this Agreement or in the Note or in any certificate, report or other document made or delivered pursuant to this Agreeme

Excel Inc – 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (September 17th, 1997)

EXHIBIT 10.2 EXCEL SWITCHING CORPORATION 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN 1. PURPOSE. This Non-Qualified Stock Option Plan, to be known as the ------- 1997 Non-Employee Director Stock Option Plan (hereinafter, the "Plan") is intended to promote the interests of Excel Switching Corporation (hereinafter, the "Company") by providing an inducement to obtain and retain the services of qualified persons who are not employees or officers of the Company to serve as members of its Board of Directors (the "Board"). 2. AVAILABLE SHARES. The total number of shares of Common Stock, par ---------------- value $.01 per share, of the Company (the "Common Stock") for which options may be granted under this Plan shall not exceed 225,000 shares, subject to adjustment in accordance with paragraph 10 of this Plan. Shares subject to th

Excel Inc – PURCHASE AND RESALE AGREEMENT (September 17th, 1997)

EXHIBIT 10.6 PURCHASE AND RESALE AGREEMENT This Agreement is entered into by and between EXCEL, INC., a corporation organized under the laws of the Commonwealth of Massachusetts, with its usual place of business at 355 Old Plymouth Road, Sagamore Beach, Massachusetts (hereinafter called "Excel") and BOSTON TECHNOLOGY, INC., whose address is, 100 Quannapowitt Parkway Wakefield Ma.(hereinafter called "BTI"). This agreement shall constitute the entire agreement between the parties and shall supersede any and all previous agreements with respect to the subject matter hereof. 1. EQUIPMENT PURCHASE AND SOFTWARE LICENSE a. BTI agrees to purchase and by its acceptance, Excel agrees to sell and/or license (as applicable), on the terms set forth below, the equipment and spare parts together with all applicable Software, as that term is further defined below (collectively refer

Excel Inc – Non-Qualified Stock Option Agreement (September 17th, 1997)

EXHIBIT 10.4 EXCEL, INC. Non-Qualified Stock Option Agreement ------------------------------------ Excel, Inc., a Massachusetts corporation ("Excel"), hereby grants as of the _______ day of 19__, to _________________ (the "Optionee"), an option to purchase a maximum of ___ shares of its no par value Non-Voting Common Stock at the price of ______ Dollars ($______) per share, subject to the following terms and conditions: 1. Grant as Non-Qualified Option; Other Options. This option shall be -------------------------------------------- treated for federal income tax purposes as a Non-Qualified Stock Option (rather than an incentive stock option), and the Board of Directors of Excel will take appropriate action, if necessary, to achieve this result. This

Excel Inc – UNDERWRITING AGREEMENT (September 17th, 1997)

EXHIBIT 1.1 DRAFT 9/16/97 ________________ Shares EXCEL SWITCHING CORPORATION COMMON STOCK ($.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT ____________, 1997 MORGAN STANLEY & CO. INCORPORATED HAMBRECHT & QUIST LLC MONTGOMERY SECURITIES _______________, 1997 Morgan Stanley & Co. Incorporated Hambrecht & Quist LLC Montgomery Securities c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: Excel Switching Corporation, a Massachusetts corporation (the "Company"), proposes to issue and sell to the several Underwriters named in Schedule II he

Excel Inc – LEASE (September 17th, 1997)

EXHIBIT 10.5 LEASE 1. PARTIES Independence Park, Inc., a Massachusetts Corporation, whose address is P.O. Box 1776, Barnstable (Hyannis) Barnstable County Massachusetts 02601, hereinafter called "Landlord" which expression shall include its successors and assigns where the context so admits does hereby lease to Excel, Inc., whose address is 41 Meetinghouse Lane, Sagamore Beach, MA 02652 hereinafter called "TENANT" which expression shall include its successors where the context so admits, and the TENANT hereby leases from the Landlord the following described premises: 2. PREMISES The "demised premises" consists of certain land with the buildings thereon known and numbered as Plant 5, Town of Barnstable assessors map 295, Parcel 12, Barnstable (Hyannis) Barnstable County, Massachusetts described on exhibit A attached hereto and incorporated herein. Th

Excel Inc – 1997 EMPLOYEE STOCK PURCHASE PLAN (September 17th, 1997)

EXHIBIT 10.3 EXCEL SWITCHING CORPORATION 1997 EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 - PURPOSE. -------------------- This 1997 Employee Stock Purchase Plan (the "Plan") is intended to encourage stock ownership by all eligible employees of Excel Switching Corporation (the "Company"), a Massachusetts corporation, and its participating subsidiaries (as defined in Article 17) so that they may share in the growth of the Company by acquiring or increasing their proprietary interest in the Company. The Plan is designed to encourage eligible employees to remain in the employ of the Company and its participating subsidiaries. The Plan is intended to constitute an "employee stock purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code"). ARTICLE 2 - ADMINISTRATION OF THE PLAN. ----------------------------

Excel Inc – MORTGAGE AND SECURITY AGREEMENT (September 17th, 1997)

Exhibit 10.8 MORTGAGE AND SECURITY AGREEMENT EXCEL, INC., a Massachusetts business corporation, having a principal place of business at 41 Meeting House Lane, P.O. Box 327, Sagamore Beach, Massachusetts 02562 ("Mortgagor") for consideration paid, grant to CAPE COD BANK AND TRUST COMPANY, a Massachusetts banking corporation, having its usual place of business at 307 Main Street, Hyannis, MA 02601 ("Mortgagee") with MORTGAGE COVENANTS, to secure the payment OF TWO MILLION SIX HUNDRED THOUSAND AND N0/100 ($2,600,000.00) DOLLARS payable as provided in a note of even date (the "Note"), and also to secure the performance of all of the covenants and agreements contained in this Mortgage and the said note of even date and any other documents executed as collateral therefor or relating thereto and existing as of the date hereof. The land together with the buildings and other structur