1 EXHIBIT 10.9 AGREEMENT AND GENERAL RELEASE CONSULT WITH A LAWYER BEFORE SIGNING THIS AGREEMENT AND RELEASE. BY SIGNING THIS AGREEMENT, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS. I, Martin Clague, understand and, of my own free will, enter into...Consulting Agreement • August 4th, 2000 • Unisphere Solutions Inc • Massachusetts
WORK AGREEMENTLease • August 4th, 2000 • Unisphere Solutions Inc • Florida
1 EXHIBIT 10.29 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), effective as of April 1, 1999 (the "Effective Date"), between Siemens Information and Communications Networks, Inc., a corporation incorporated...Assignment and Assumption Agreement • December 1st, 2000 • Unisphere Networks Inc • Computer communications equipment • Delaware
SIEMENS-CASTLEEscrow Agreement • December 1st, 2000 • Unisphere Networks Inc • Computer communications equipment • New York
1 Exhibit 10.39 LOAN AND SECURITY AGREEMENT Dated as of April 6, 2001Loan and Security Agreement • August 24th, 2001 • Unisphere Networks Inc • Computer communications equipment • Massachusetts
1 EXHIBIT 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYEE AGREEMENT dated as of July 31, 2000, by and between Unisphere Solutions, Inc. with its principal place of business at One Executive Drive, Chelmsford, Massachusetts...Agreement • October 20th, 2000 • Unisphere Networks Inc • Computer communications equipment • Massachusetts
2 3 3.3 BENEFITS - IN GENERAL. The Executive shall be entitled during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, retirement plans, fringe benefit programs and similar benefits that may be...Employment Agreement • August 4th, 2000 • Unisphere Solutions Inc • Massachusetts
2 3 (iii) failure to follow directions of the Board of Directors or to follow the Company's written policies and practices, which failure is not cured within 30 days after written notice thereof is provided to the Executive;Employment Agreement • August 4th, 2000 • Unisphere Solutions Inc • Massachusetts
BY AND AMONGAgreement and Plan of Merger • October 20th, 2000 • Unisphere Networks Inc • Computer communications equipment • Delaware
2 3 (iii) failure to follow directions of the Board of Directors or to follow the Company's written policies and practices, which failure is not cured within 30 days after written notice is provided to the Executive;Employment Agreement • August 4th, 2000 • Unisphere Solutions Inc • Massachusetts
DATE: 12/3/98 DATE: 12/3/98 ------------------------------ ---------------------------------Unisphere Networks Inc • October 20th, 2000 • Computer communications equipment • New York
1 Exhibit 10.35 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of March 14, 1999, by and between Redstone Communications, Inc. with its principal place of business at 5 Carlisle Road, Westford, Massachusetts 01886 (the "Company), and Chris Lawler,...Employment Agreement • March 23rd, 2001 • Unisphere Networks Inc • Computer communications equipment • Massachusetts
1 EXHIBIT 10.34 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (as amended from time to time, this "Agreement"), dated as of ________, 2001, is made by ______________ ("Pledgor"), in favor of Unisphere Networks, Inc., a Delaware corporation ("Secured Party")....Pledge Agreement • February 9th, 2001 • Unisphere Networks Inc • Computer communications equipment • Massachusetts
2 3 Stock Agreement"), including but not limited to, the Purchase Option set forth therein. The parties hereby acknowledge and agree that the COMPANY has a Purchase Option to acquire One Hundred Thirty Seven Thousand Five Hundred (137,500) restricted...Agreement and General Release • August 24th, 2001 • Unisphere Networks Inc • Computer communications equipment • Massachusetts
1 ACT MANUFACTURING, INC. MANUFACTURING SERVICES AGREEMENT -------------------- ------------------------------------------------------------Manufacturing Services Agreement • December 1st, 2000 • Unisphere Networks Inc • Computer communications equipment
2- 3 against it arising out of or relating to this Note and the transactions contemplated hereby. The Maker hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of...Unisphere Networks Inc • February 9th, 2001 • Computer communications equipment
LEASE BETWEEN ARTHUR J. GUTIERREZ AND JOHN A. CATALDO, CLASS A TRUSTEES AND HOWARD STOCK AND MARC D. LEVY, CLASS B TRUSTEES, ALL AS TRUSTEES OF MICHELSON FARM-WESTFORD TECHNOLOGY PARK TRUST, UNDER DECLARATION OF TRUST DATED OCTOBER 1, 1984, RECORDED...Attornment Agreement • October 20th, 2000 • Unisphere Networks Inc • Computer communications equipment • Massachusetts
BY AND AMONGLoan and Security Agreement • March 23rd, 2001 • Unisphere Networks Inc • Computer communications equipment • Delaware
1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is effective as of the 15th day of January, 2001 by and between Unisphere Networks, Inc. (the "Company"), a Delaware Corporation with offices at One Executive Drive,...Employment Agreement • February 9th, 2001 • Unisphere Networks Inc • Computer communications equipment • Massachusetts
1 EXHIBIT 10.28 ENGINEERING SERVICES AGREEMENT NO. 20-03-003 THIS AGREEMENT made as of the 2nd day of October, 2000 by and between Unisphere Networks Inc., a corporation incorporated under the laws of Delaware, with its principal office located at One...Engineering Services Agreement • December 1st, 2000 • Unisphere Networks Inc • Computer communications equipment • Massachusetts
1 EXHIBIT 1.1 8,500,000 SHARES UNISPHERE NETWORKS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTMerger Agreement • February 9th, 2001 • Unisphere Networks Inc • Computer communications equipment • New York
BETWEENMaster Purchase And • February 9th, 2001 • Unisphere Networks Inc • Computer communications equipment
Exhibit 10.16 SOFTWARE DEVELOPMENT SERVICES AGREEMENT Between and SIEMENS CANADA LIMITED UNISPHERE SOLUTIONS, INC. 2185 DERRY ROAD WEST ONE EXECUTIVE DRIVE MISSISSAUGA, ONTARIO CHELMSFORD, MASSACHUSETTS L5N 7A6 01824 (HEREINAFTER REFERRED TO AS...Software Development Services Agreement • September 25th, 2000 • Unisphere Networks Inc • Computer communications equipment • Ontario
1 Exhibit 10.32 THIS INDENTURE MADE THIS the day of December, 2000, IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT. BETWEEN:Indenture • January 18th, 2001 • Unisphere Networks Inc • Computer communications equipment
BETWEENDistibutor Agreement • October 20th, 2000 • Unisphere Networks Inc • Computer communications equipment
WITNESSETHTax Sharing Agreement • October 20th, 2000 • Unisphere Networks Inc • Computer communications equipment • New York
2 3 ending September 30, 2000 and whether or not the Company elects to adopt a bonus plan in the future is in the Company's sole discretion. The parties hereby acknowledge and agree that the Employee's entitlement to any bonus in respect of the year...Employment Agreement • August 4th, 2000 • Unisphere Solutions Inc • Massachusetts
1 Exhibit 10.18 235 LITTLETON ROAD ASSOCIATES, INC. 222 LITTLETON ROAD WESTFORD, MA 01886 COMMERCIAL LEASE 1. PARTIES LESSOR, which expression shall include 235 LITTLETON ROAD ASSOCIATES, INC., 222 LITTLETON ROAD, WESTFORD, MA 01886 heirs, successors,...Unisphere Solutions Inc • August 4th, 2000
1 EXHIBIT 10.15 OEM SOFTWARE DISTRIBUTION AGREEMENTOem Software Distribution Agreement • September 25th, 2000 • Unisphere Networks Inc • Computer communications equipment
Exhibit 10.27 PRELIMINARY UNSUPPORTED SOFTWARE LICENSE AGREEMENT This Agreement is made as of August 7th, 2000 between Fujitsu Siemens Computers GmbH, a German company with offices at Otto Hahn Ring 6 81730 Munich, Germany (hereinafter called "FSC")...Preliminary Unsupported Software License Agreement • October 20th, 2000 • Unisphere Networks Inc • Computer communications equipment
