Cascade Director & Officer Stock Voting Agreement

EXHIBIT 3
CASCADE DIRECTOR AND OFFICER


STOCK VOTING AGREEMENT


THIS CASCADE DIRECTOR AND OFFICER STOCK VOTING AGREEMENT ("Agreement" or "Cascade Stock Voting Agreement") is made and entered into as of March , 1997 by and between Ascend Communications, Inc., a Delaware corporation ("Ascend"), and the undersigned director or officer (the "Holder") of Cascade Communications Corp., a Delaware corporation ("Cascade").


Recitals


Ascend, Catskill Merger Corporation, a Delaware corporation and a wholly- owned subsidiary of Ascend ("Sub"), and Cascade have entered into an Agreement and Plan of Reorganization, dated as of March 30, 1997 (the "Merger Agreement") providing for the merger of Sub with and into Cascade (the "Merger"). As a result of the Merger, which is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and to be accounted for as a pooling of interests, Cascade will become a wholly-owned subsidiary of Ascend and stockholders of Cascade will become stockholders of Ascend. Holder is the holder of record and the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the number of shares of the capital stock of Cascade indicated on the signature page of this Cascade Stock Voting Agreement (the "Shares"). As a condition to its execution and delivery of the Merger Agreement, Ascend has requested that Holder agree, and in consideration, and to induce the execution and delivery, of the Merger Agreement by Ascend, Holder is willing to agree to vote all shares of Cascade capital stock owned by Holder so as to facilitate consummation of the Merger, as more fully described below.


NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


Agreement


Section 1 Agreement to Vote Shares. At every meeting of the Cascade stockholders called with respect to any of the following, and at any adjournment thereof, and with respect to every action or approval by written consent of Cascade stockholders solicited with respect to any of the following, Holder shall vote the Shares and any shares of Cascade capital stock that Holder purchases or otherwise acquires beneficial ownership of after the date of this Cascade Stock Voting Agreement and prior to the expiration or termination of this Cascade Stock Voting Agreement ("New Shares"):


(a) in favor of adoption of the Merger Agreement, as the same may be amended from time to time, and approval of the Merger and any proposal or action which would, or could reasonably be expected to, facilitate the Merger;


(b) against approval of any proposal made in opposition to or competition with consummation of the Merger and the Merger Agreement; and


(c) against any merger, consolidation or other business combination of Cascade with, sale of assets or stock of Cascade to, or reorganization or recapitalization involving Cascade with, any party other than Ascend or an affiliate of Ascend as contemplated by the Merger Agreement (any event described in clauses (b) or (c) hereinafter referred to as an "Opposing Proposal").


Holder, as the holder of voting stock of Cascade, shall be present, in person or by proxy, at all meetings of stockholders of Cascade so that all Shares and New Shares are counted for the purposes of determining the presence of a quorum at such meetings. This Cascade Stock Voting Agreement is intended to bind Holder only


1


with respect to the specific matters set forth herein and solely in his or her capacity as a stockholder, and shall not prohibit, limit or restrict in any manner Holder from acting in Holder's capacity as an officer or director of Cascade or exercising or observing Holder's fiduciary duties and responsibilities as an officer or director of Cascade.


Section 2 Irrevocable Proxy. Concurrently with the execution of this Cascade Stock Voting Agreement, Holder agrees to deliver to Ascend a proxy in the form attached hereto as Annex A (the "Proxy"), which shall be irrevocable to the extent provided therein; provided, however, that the Proxy shall be revoked upon expiration or termination of this Cascade Stock Voting Agreement in accordance with its terms.


Section 3 Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to Ascend as follows:


(a) Ownership of Shares. Holder (i) as of the date of this Agreement, is the holder of record and beneficial owner of the Shares free and clear of any liens, claims, options, charges or other encumbrances that would interfere with the voting of the Shares or the granting of any proxy with respect thereto, (ii) as of the date of this Agreement, does not beneficially own any shares of capital stock of Cascade other than the Shares (except to the extent that Holder currently disclaims beneficial ownership in accordance with applicable law) and (iii) has full power and authority to make, enter into, deliver and carry out the terms of this Cascade Stock Voting Agreement and the Proxy.


(b) No Voting Trusts and Agreements. Between the date of this Agreement and the expiration or termination of this Agreement, Holder will not, and will not permit any entity under Holder's control to, deposit any shares of Cascade capital stock held by Holder or such entity in a voting trust or subject any shares of Cascade capital stock held by such Holder or such entity to any arrangement or agreement with respect to the voting of such shares of capital stock, other than agreements entered into with Ascend.


(c) Validity; No Conflict. This Cascade Stock Voting Agreement constitutes the legal, valid and binding obligation of Holder. Neither the execution of this Cascade Stock Voting Agreement by Holder nor the consummation of the transactions contemplated herein will violate or result in a breach of (i) any provision of any trust, charter, partnership agreement or other charter document applicable to Holder, (ii) any agreement to which Holder is a party or by which Holder is bound, (iii) any decree, judgment or order to which Holder is subject, or (iv) any law or regulation now in effect applicable to Holder.


(d) No Proxy Solicitations. Except as required by law, including without limitation actions which the Holder determines in reasonable good faith are required pursuant to Holder's fiduciary duties as an officer or director of Cascade and as otherwise contemplated by the last sentence of Section 1, between the date of this Agreement an ...