EXHIBIT 10.9
OFFICER EMPLOYMENT CONTINUATION AGREEMENT
Network Equipment Technologies, Inc. ("the Company") and the undersigned ("Officer"), in partial consideration
for their continuing officer and employment relationship and to encourage continued employment in the event of a
potential Change of Control, agree as follows:
1. In the event of Termination of Employment of Officer resulting from a Corporate Transaction, Change of
Control or Hostile Take-Over (as those terms are defined in the 1993 Stock Option Plan, collectively referred to
in this Agreement as "Change of Control") or from involuntary termination for reasons other than cause, the
Company will provide severance benefits as follows:
a. one year of Officer's base salary ("salary continuance"),
b. one year of Officer's variable compensation (computed using the mid-point of the applicable range and the
company "meets plan"),
c. Officer level medical, dental, life and disability insurance during the period of salary continuance, and
d. vesting of outstanding stock options and restricted stock awards during the period of salary continuance.
2. "Termination of Employment" of Officer occurs when one of the following occurs: he or she is terminated
without cause, job location is changed more than 50 miles, his or her compensation is materially reduced or
responsibilities are substantially altered or reduced (without express consent of the employee) by the Company,
or by any successor to the Company in conjunction with or within one year after the close of a Change of
Control.
3. In the event of a Termination Of Employment in conjunction with a Change of Control, then vesting of
outstanding stock options and restricted stock held by Officer shall accelerate at the time of such Termination. All
vested options shall be exercisable for the duration of the life of the option.
4. In order to receive the foregoing, Officer agrees to execute the Company's release and non-competition
agreement at the time of any such Termination of Em