Exhibit 2.10
DISTRIBUTION-RELATED OPTION AGREEMENT
and
TRANSFORMATION AGREEMENT
Instrument of Amendment
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Amendment dated this 29th day of January, 2002 by and between Enterasys
Networks, Inc. ("Parent") and Aprisma Management Technologies, Inc. ("Aprisma"):
WITNESSETH:
WHEREAS Parent (under its former name Cabletron Systems, Inc.) and Aprisma,
together with certain other parties, are parties to that certain Distribution-
Related Option Agreement (as previously amended, the "Distribution Agreement")
and that certain Amended and Restated Transformation Agreement (as previously
amended, the "Transformation Agreement"); and
WHEREAS Section 3 of the Distribution Agreement and Section 9.2 of the
Transformation Agreement each provide that the Distribution Agreement and the
Transformation Agreement, as applicable, as it relates to any of the signatory
subsidiaries of Parent, including Aprisma, may be amended by written instrument
executed by such signatory and by Parent; and
WHEREAS Parent and Aprisma wish to amend the Distribution Agreement and
Transformation Agreement as each relates to Aprisma;
NOW, THEREFORE, Parent and Aprisma amend the Distribution Agreement and the
Transformation Agreement as follows, effective immediately:
1. Notwithstanding anything to the contrary in the Distribution Agreement
or the Transformation Agreement, in the event of a "Distribution" (as that term
is defined in the Distribution Agreement) by Parent of shares of Aprisma, no
option to acquire stock of Parent that was granted by Parent in substitution of
or replacement for one or more options granted by Parent's former subsidiary
Enterasys Networks, Inc. (subsequently merged into Parent) ("Enterasys Sub")
under the 2000 Equity Incentive Plan of Enterasys Sub in connection with the
merger of Enterasys Sub with and into Parent shall be treated, for purposes of
the Distribution Agreement or the Transformation Agreement, as an Eligible CSI
Option as that term is defined in the Distribution Agreement or the
Transformation Agreement, as applicable.
2. Except as modified by paragraph 1 above, the Distribution Agreement and
Transformation Agreement as each relates to Aprisma shall continue in full force
and effect.
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IN WITNESS WHEREOF, Enterasys Networks, Inc. and Aprisma Management
Technologies, Inc. have caused their respective officers to execute this
Instrument of Amendment as of the date first above written.
ENTERASYS NETWORKS, INC.
By:/s/ Xxxxxx X. Xxxxxx XX
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Name: Xxxxxx X. Xxxxxx XX
Title: Executive Vice President
APRISMA MANAGEMENT TECHNOLOGIES, INC.
By:/s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: President and Chief Executive Officer
