CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT (the "Agreement") is entered into as of _______________,
2001, by and between Network Equipment Technologies, Inc. (the "Company"), and Andrew Sceats (the
(a) Change in Control and Corporate Transaction. For all purposes under this Agreement, "Change in Control"
and "Corporate Transaction" will have the same meaning as the defined term in the Company's 1993 Stock
(b) Good Reason. For all purposes under this Agreement, "Good Reason" means that the Executive: (i) has
incurred a material reduction or alteration in his or her authority, status or responsibility; (ii) has incurred a
material reduction in his or her "base compensation"; or (iii) has been notified that his or her principal place of
work will be relocated by a distance of 50 miles or more.
(c) Base Compensation. For purposes of this Agreement, "base compensation" means annualized base salary as
reflected in the Company's payroll records as of the effective date of this Agreement and as may be subsequently
adjusted upward for increases.
(d) Cause. For all purposes under this Agreement, "Cause" means: (i) a willful act by the Executive which
constitutes misconduct or fraud and which has a material adverse effect on the Company; or (ii) Conviction of a
felony crime. No act, or failure to act, by the Executive will be considered "willful" unless committed without good
faith and without a reasonable belief that the act or omission was in the Company's best interest.
(e) Disability. For all purposes under this Agreement, "disability" will have the same meaning as under the
Company's Long-Term Disability Plan.
2. Incentive Programs. If a Change in Control or Corporate Transaction occurs with respect to the Company,
and within the first twelve (12) month period after such occurance, the Executive either voluntarily resigns his or
her employment for Good Reason, or his or her employment is terminated by the Company