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EXHIBIT 10.28
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To: Dick Eyestone
From: Lloyd Carney
Date: February 5, 1997
cc: Jerry Patton
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As per our discussion, I have agreed to the following terms as stated on your
transition proposal.
o Transition from full-time position to part-time (20 hour) position at
Bay Networks as of April 1, 1997
PART-TIME ROLE WILL INCLUDE:
o Sales training for the field and channel
o Product training for internal Bay Networks employees
o Process and systems work within the EBU (NPI, IDI, etc.)
o Direction/Architecture projects both for Bay Networks and the industry
o Competitive analysis and positioning
o Customer/Industry presentations
o M&A activities
o Business model analysis for non-U.S.
o Customer surveys
o Other assignments as appropriate
BAY NETWORKS AGREES TO PROVIDE THE FOLLOWING:
o Continue base salary of $200,000
o Withdraw your participation in the Executive Bonus Program with an
allowance for a pro-rated FY '97 bonus
o Allow for your participation in its Stock Option Plan and Employee
Benefits program for a period of one year
o Reimburse all reasonable and customary expenses incurred as a result of
discharge from assigned duties
o Pay for expenses incurred for relocation to the southeastern United
States, including costs associated with Realtor's fees,
packing/moving/unpacking of household goods with an option of storage
for a maximum of 120 days, and third-party home buyout
o Evaluate continuance of this agreement on April 1, 1998. At that time,
should continuance of this agreement be desired by both parties, a new
agreement will be negotiated
I accept the terms and conditions as stated in this agreement and acknowledge
that this document replaces and supersedes all previous agreements.
/s/ RICHARD D. EYESTONE /s/ LLOYD A. CARNEY
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Richard Eyestone For Bay Networks, Inc.