EXHIBIT 10.37
Cabletron Systems, Inc.
August 3, 2001
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We have agreed that the terms below will govern your relationship with Cabletron
going forward. If these terms are acceptable to you, please sign and return a
copy of this letter to me, at which point it will become a binding agreement
between you and Cabletron.
1. CURRENT SALARY. You will be paid your current base salary through
Sept. 2, 2001.
2. TRANSFORMATION BONUS. You will be paid a transformation bonus of
$100,000 on Aug. 3, 2001. Also on Aug. 3, 2001, you will receive your
normal quarterly bonus of $55,000 for Q2 on Sept. 9.
3. APRISMA. Subject to Board approval, you will be appointed a senior
executive of Aprisma. As a senior executive, you will be paid your
current base salary and will be eligible for bonuses based upon the
performance of Aprisma.
4. CONFIDENTIALITY. You agree not to disclose any material confidential
information of the Company or its subsidiaries to any third parties
under circumstances that one would reasonably expect to cause material
harm to the Company or its subsidiaries.
5. ADDITIONAL COMPENSATION. We agree to pay you additional compensation
equal to one year salary plus bonus. One-half of the Additional
Compensation shall be paid on Aug. 3. The other half of the Additional
Compensation will be paid to you on Jan 2, 2002; this amount shall be
placed in an escrow account to be released on Jan. 2 unless you have
materially breached the confidentiality provision set forth below. At
such time as you cease to be an employee of the Company, you will be
paid a lump sum based upon your unused vacation time at your current
base salary. In addition, we will pay for your full health and medical
benefits for one year (through Sept. 2, 2002) or so long as you are an
employee of Aprisma, which ever is longer. As part of your severance,
you will be entitled to retain your laptop and cellular phone. We will
maintain your email account and telephone number for one year through
Sept. 2, 2002.
6. STOCK OPTIONS. Your Cabletron stock options will be treated the same
as other employees, that is, the vesting on you Cabletron stock
options will be accelerated through Feb. 28, 2002 and you will receive
Riverstone rainbow options using the same ratio used with respect to
Cabletron stockholders. With respect to your Aprisma, Enterasys, and
Riverstone stock options, the remaining restrictions that prevent the
transfer of the shares issued on exercise of the options will be
lifted as of Aug. 6. This will not affect the exercisability of the
stock options.
7. EXISTING LOAN. For purposes of your existing loan from Cabletron dated
June 15, 2002, as of Aug. 6 you will be deemed to satisfy the
conditions for complete forgiveness of the loan. You will not be
required to repay any portion of the loan as a result of sales of
Cabletron, Riverstone or Enterasys shares either prior to or after the
date of this letter agreement.
Cabletron Systems, Inc.
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CEO and President
