EMPLOYMENT AND CONSULTING AGREEMENT AND RELEASE OF ALL CLAIMS
I, John Clary, 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 Senior Vice President Product Operations and Re-Engineering in its
Redwood City, California office.
2. I and N.E.T. wish to preserve the good will that exists between them, establishing an employment/consulting
relationship for a maximum term.
3. I have concluded that continuation of my employment as a regular full-time employee with N.E.T. is not in my
best interest and I elect to resign as Senior Vice President and as a Corporate and Section 16b Officer effective
February 24, 1995. I desire and N.E.T. has agreed that I shall remain a regular full-time employee of N.E.T. until
May 12, 1995, during which time I shall complete focal reviews for persons who have reported to me during
Fiscal Year 1995 and work as necessary to complete projects assigned to me (but after February 24 I shall no
longer have any duties as a Corporate officer). I shall use all of my accrued vacation prior to May 12, 1995. I
elect to resign as an employee on May 12, 1995 ("ending date"). Between the ending date and June 30, 1995
N.E.T. and I have agreed that I shall work as a consultant to N.E.T. for up to ten (10) hours per month for no
incremental salary or cash compensation.
4. N.E.T. will pay to me the gross sum of $6,923.08 per bi-weekly pay period between now and May 12, 1995.
I shall be entitled to receive a Bonus Payout for Fiscal Year 1995 based on an individual performance factor of
1.0 and such Bonus Payout shall be made at the same time that similar payments are made to other N.E.T