Sr. Vice President, Marketing - General Release - Samuel Ezekiel

EXHIBIT 10.10


GENERAL RELEASE OF ALL CLAIMS,
COVENANT NOT TO SUE
AND CONFIDENTIALITY AGREEMENT


I, Samuel Ezekiel, on behalf of myself, my representatives, heirs, executors, administrators, successors, and assigns, (hereinafter collectively referred to as "I/me"), and NETWORK EQUIPMENT TECHNOLOGIES, INC., its affiliated and subsidiary entities, and the officers, directors, agents, employees, attorneys, successors, and assigns of all of them (hereinafter collectively referred to as "N.E.T."), agree as follows:


1. I am currently employed by N.E.T. as Sr. Vice President, Marketing in its Fremont office.


2. The parties wish to preserve the good will that exists between them while settling all disputes that may exist between them and avoiding further controversies.


3. Continuation of my employment with N.E.T. is not in the best interest of either party, and N.E.T. and I mutually agree to sever our employer/employee relationship effective April 1, 1999 ("termination date").


4. N.E.T. will pay to me the sum of $17,500 per month commencing on the termination date, and ending on March 31, 2000 ("ending date"). Installments will be paid bi-weekly, less all applicable deductions. N.E.T. shall continue to provide the following benefits: medical, dental, disability, and life insurances until the ending date to the same extent as made available to regular employees of N.E.T. Any accrued vacation as of the termination date will be paid out to me by the termination date.


I shall be eligible to receive a Variable Compensation Payment for fiscal year 1999, if any Variable Compensation is granted to other eligible N.E.T. officers and one year of Officer's Variable Compensation, if any is granted to other eligible N.E.T. officers for fiscal year 2000 (computed using the mid-point of the applicable range and the company "meets plan"). The Variable Compensation payment to me, if any, shall be calculated in a manner that is consistent with payments made to other N.E.T. officers, and such payment, if any, shall be made to me at the same time that similar payments are made to the other N.E.T. officers.


Immediate payment on the termination date of deferred, Long Term Variable Compensation bonus from fiscal years 1997 ($33,750), and 1998 ($30,000), for a gross total of $63,750.00, plus any Long Term Variable Compensation bonus to which I would be entitled during fiscal year 1999. The deferred Long Term Variable Compensation payment to me, if any, shall be calculated in a manner that is consistent with any deferred Long Term Variable Compensation bonus awarded to other N.E.T. officers.


My stock options and restricted stock will continue to vest through the ending date. Any options vested by such date may be exercised up to three months after the ending date, subject to the N.E.T. Stock Option Agreement concerning such options.


N.E.T. Confidential


Should I secure employment or enter full-time consulting or similar relationships with one or more entities or persons (collectively "other employment") during the period set forth above in the first paragraph of this Section 4, I shall immediately inform the Sr. Vice President of Corporate Services of N.E.T. and my entitlement to continuation of benefits and payments provided under this Release shall terminate on the earlier of thirty (30) days after commencement of such other employment or the above ending date.


5. For and in consideration of the obligations of N.E.T. incurred in Section 4 of this General Release Of All Claims, Covenant Not To Sue And Confidentiality Agreement (hereinafter "Release"), I hereby completely release and forever discharge N.E.T. from all claims, rights, demands, actions, obligations, liabilities, debts and causes of action of any and every kind, nature and character whatsoever, known or unknown, which I may now have or have ever had against N.E.T. (hereinafter, "all claims"), including without limitation all claims arising from or in any way connected with my employment by N.E.T. or the termination of that employment, whether based in tort or contract (express or implied), or on any federal, state, or local law, statute, or regulation, and all claims I may have filed or caused to be filed in any court of law or before any state or federal administrative agency before the execution of this Release.


6. I understand and agree that in consideration of the foregoing I am waiving any rights I may have had, now have, or in the future may have to pursue any and all remedies available to me under any employment-related cause of action against N.E.T., including without limitation, claims of wrongful discharge, emotional distress, defamation, breach of contrac ...