CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH
OMISSIONS.
Exhibit 10.2
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AMENDMENT
Amendment by and between Shiva Corporation, a Massachusetts
corporation, with offices at 28 Crosby Drive, Bedford, MA and
Northern Telecom Inc., a Delaware corporation, with offices at
4001 E. Chapel Hill-Nelson Hwy., Research Triangle Park, NC.
Northern Telecom Inc. and Shiva Corporation agree that:
(a) Section 5 of that certain Agreement by and between Shiva
Corporation and Northern Telecom Inc. which was executed
by the parties thereto on February 27, 1998 ("2/27/98
Agreement") is deleted in its entirety and replaced with
the following:
5. Upon the exercise under Section 4 above by NORTEL of
its rights pursuant to Section 16.5 of the M&A
Agreement (as amended as described above) with respect
to the PRODUCTS described in Exhibit E, Addenda 6 and
7, SHIVA shall at NORTEL's option, (which may be
exercised through December 31, 1998) and for and in
consideration of the payment of Six Million Dollars
($6,000,000.00) by NORTEL to SHIVA: provided that such
sum shall be payable in equal quarterly installments
over ten (10) calendar quarters: (a) provide to NORTEL
within ***** (**) days of the exercise of such option a
******* in form satisfactory to NORTEL pursuant to
which NORTEL, and any *********** as NORTEL may
********* ("NORTEL ********"), including, but not
limited to, ************************** and/or its
parent, subsidiary and affiliated companies, entities
and all of their shareholders, directors, officers,
employees, attorneys, agents, successor and assigned
(collectively, "*****") shall be *********** and
************************* any and all ****** and ******
which SHIVA (including its officers, directors,
shareholders, employees, agents, assigns, transferees
and beneficiaries) may have ************************
******* NORTEL, a NORTEL ********, including, but not
limited to, *****, including, but not limited to, any
such ****** and ****** which SHIVA ********* to NORTEL
by letter dated January 29, 1998 from James L. Zucco to
Glenn Falcao, and all related or similar ******
and ******, including without limitation any patent,
trade secret and/or other intellectual property
************ or *********************** and any
**************** or ***************************
********************, with respect to NORTEL, or any
NORTEL ********, including, but not limited to, *****,
or (b) assign to NORTEL or any NORTEL ******** all such
****** and ****** within such ***** (**) day period in
form satisfactory to NORTEL. Such **********
assignment shall be effective upon payment of the first
quarterly payment of Six Hundred Thousand Dollars
($600,000.00) set forth in this Section and shall be
subject to revocation by SHIVA in the event NORTEL is
in breach of its obligation to pay any of the quarterly
payments set forth in Sections 4 or 5 for more than
thirty (30) days after written notice of such breach is
provided to NORTEL by SHIVA. Such ******* or
assignment shall also not be subject to or conditioned
upon any regulatory approvals which may be required
with respect to the exercise by NORTEL of the rights
set forth in Section 4.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH
OMISSIONS.
(b) Section 7 of the 2/27/98 Agreement is deleted in its
entirety and replaced with the following:
7. SHIVA's standard and published United States list price
for each PRODUCT ordered by NORTEL shall be reduced by
a discount of ***** percent (**%) except as follows:
(a) a discount of **% for Rapport 112 PRODUCTS which
are sold to CARRIER/ISPs and Nortel agrees that it will
not sell Rapport 112 PRODUCTS or Rapport 678 PRODUCTS
which include components provided from SHIVA at **%
discount, to ENTERPRISE markets and/or customers, and
(b) RCAS PRODUCT which shall be ordered at the price
specified in Exhibit E, Addendum 6.
This Amendment may be executed by the parties hereto on separate
counterparts, each of which shall constitute an original, but all
of which when taken together shall constitute but one and the
same instrument. Any signature of this Agreement by a party
which is communicated by that party to the other party through
facsimile shall constitute execution of this Agreement by the
communicating party.
Except as set forth in this Amendment, the above-referenced
Agreement between Shiva Corporation and Northern Telecom Inc.
shall remain unchanged and enforceable in accordance with its
terms.
Shiva Corporation Northern Telecom Inc.
By: /s/ James L. Zucco By: /s/ Glenn Falcao
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Vice President/General
Manager
Title: President & CEO Title: Public Data Networks
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Date: March 13, 1998 Date: March 13, 1998
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