WALTER J. GILL and NETWORK EQUIPMENT TECHNOLOGIES, INC.
This is an Agreement (the "Agreement") between NETWORK EQUIPMENT TECHNOLOGIES, INC.,
located at 800 Saginaw Drive, Redwood City, California 94063, on behalf of itself and its successors, officers,
directors, employees, subsidiaries and affiliates (collectively referred to as the "Company" or "N.E.T."); and
Walter J. Gill, on behalf of himself, his representatives, heirs, and any successors, partnerships, owned or
controlled corporations (collectively referred to as the "Gill").
Whereas, Walter J. Gill has been and continues to be a substantial contributor to N.E.T.'s success and possesses
knowledge, information, contacts and skills concerning N.E.T.'s business and its current and prospective
markets, all of which are and will continue to be of significant benefit to N.E.T.
Now, therefore, the parties agree as follows:
1. FULL-TIME EMPLOYMENT. Walter J. Gill will continue to serve in the capacity of a Vice President &
Chief Technology Officer, working an average of three (3) days per week, and as a member of the Board of
Directors of the Company through October 6, 1994. During the above time period, Gill's primary responsibilities
shall be to be available to the C.E.O. or his designee for assignments and to provide advice concerning, among
other things, corporate and product architecture and technology, business development activities, activities
concerning business with the Federal Government. Subject to Gill performing the responsibilities set forth in this
Paragraph and such other reasonable responsibilities as they are assigned by the C.E.O. or his designees, Gill
shall be compensated by the Company at 60% of his current base salary.
2. PART-TIME EMPLOYMENT. For a period of up to sixty (60) months after October 6, 1994, Gill shall
provide services to N.E.T. as a part-time employee for up to an average of twenty (20) hours per month at
reasonable times and places as requested by N.E.