8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 23, 2013 (December 20, 2013)

Date of Report (Date of earliest event reported)

SYCAMORE NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27273	04-3410558
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

220 Mill Road

Chelmsford, MA 01824

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (978) 250-2900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Departure of Directors and Certain Officers

On December 20, 2013, the Board of Directors (the “Board”) of Sycamore Networks, Inc. (the “Company” or “Sycamore”) approved the termination of the employment of Alan R. Cormier as Sycamore’s President, Chief Executive Officer and Secretary, effective as of that date. Pursuant to the Amended Change of Control Agreement (the “Change of Control Agreement”) in effect between Sycamore and Mr. Cormier, following the receipt by Sycamore of a release satisfactory to it, Mr. Cormier will be entitled to receive certain benefits in connection with the termination of his employment, including (i) continued paid coverage under Sycamore’s group health plans for 18 months after such termination, (ii) a pro rata portion of his performance bonus for 2013, (iii) an amount equal to 18 months’ worth of his base salary, (iv) an amount equal to 150% of his annual performance bonus for 2013 and (v) outplacement services at Sycamore’s expense for a period of 12 months. The foregoing description of the benefits payable to Mr. Cormier pursuant to the Change of Control Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Change of Control Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Following his termination, Mr. Cormier will continue to serve as a director of Sycamore, and he will be entitled to receive $9,000 per quarter for his service as a non-employee director. In addition, the Board approved, and, on December 20, 2013, Sycamore entered into, a Services Consulting Agreement with Mr. Cormier (the “Services Consulting Agreement”), pursuant to which Mr. Cormier will be compensated at a rate of $115 per hour for certain services performed on the Company’s behalf. The foregoing description of the Services Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Services Consulting Agreement, which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

(c) Appointment of Officers

On December 20, 2013, the Board appointed David Guerrera, Sycamore’s Associate Counsel, as President, General Counsel and Secretary of Sycamore, effective immediately following the departure of Mr. Cormier as President, Chief Executive Officer and Secretary on that date. Mr. Guerrera, age 45, has served as an attorney in Sycamore’s legal department since August 2006. In February 2013, he was appointed Associate Counsel of Sycamore.

In connection with Mr. Guerrera’s appointment, the Board determined to maintain his existing compensation arrangement with Sycamore. Mr. Guerrera’s annual base salary will remain unchanged at $60,000 for 17 hours per week, and he will continue to receive additional compensation at a rate of $67 per hour for services in excess of 17 hours per week. Sycamore and Mr. Guerrera remain party to a Retention Bonus Agreement (the “Bonus Agreement”) and a Severance Pay Agreement (the “Severance Agreement”), each by and between Sycamore and Mr. Guerrera and dated April 15, 2013. Pursuant to the Bonus Agreement, if certain conditions set forth therein are met (including continued employment through the applicable date), Mr. Guerrera will be entitled to receive retention bonuses of $30,000 on each of March 7, 2014, March 7, 2015 and March 7, 2016. Pursuant to the Severance Agreement, in the event of Mr. Guerrera’s involuntary termination, he will be entitled to receive certain benefits, including (i) an amount equal to 12 months’ worth of his base salary and (ii) outplacement services at Sycamore’s expense for a period of 26 weeks.

Also in connection with Mr. Guerrera’s appointment, Sycamore and Mr. Guerrera entered into Sycamore’s standard form of Indemnification Agreement as of December 20, 2013 (the “Indemnification Agreement”). The Indemnification Agreement, among other things, provides for indemnification of Mr. Guerrera for a number of expenses, including attorneys’ fees and other related expenses, as well as certain judgments, fines, penalties and settlement amounts incurred by him in any action, suit or proceeding, including any action by or in the right of the Company, arising out of his services as an executive officer of Sycamore or any other company or enterprise to which he provides services at Sycamore’s request.

The foregoing descriptions of the Bonus Agreement, the Severance Agreement and the Indemnification Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, which are attached as Exhibits 10.3, 10.4 and 10.5 hereto, respectively, and are incorporated herein by reference.

(e) Certain Agreements

The disclosure contained under Items (b) and (c) above is incorporated herein by reference.

Item 9.01: Financial Statements and Exhibits

Exhibit Number	Description
10.1	Form of Change of Control Agreement (incorporated by reference to Exhibit 10.1 to Sycamore’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 23, 2008)
10.2	Services Consulting Agreement by and between Sycamore Networks, Inc. and Alan R. Cormier dated December 20, 2013
10.3	Retention Bonus Agreement by and between Sycamore Networks, Inc. and David Guerrera dated April 15, 2013
10.4	Severance Pay Agreement by and between Sycamore Networks, Inc. and David Guerrera dated April 15, 2013
10.5	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Sycamore’s Quarterly Report on Form 10-Q filed with the SEC on December 13, 1999)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Sycamore Networks, Inc.

By:	/s/ David Guerrera
	David Guerrera
	President, General Counsel and Secretary
	(Duly Authorized Officer and Principal Executive Officer)

Dated: December 23, 2013

EX-10.2

Exhibit 10.2

SERVICES CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”), is made effective as of the day written below (the “Effective Date”), by and between Sycamore Networks, Inc., having a principal place of business 220 Mill Road, Chelmsford, MA 01824-4111 (“Sycamore”), and Alan R. Cormier (“Consultant”).

Recitals

(a) Consultant is in the business of providing the types of services described in Exhibit A that is attached hereto and incorporated herein.

(b) Sycamore may desire, at its option and from time to time, to avail itself of the services and expertise of Consultant, and Consultant may agree to provide its services to Sycamore under the following terms.

Now therefore, in consideration of their mutual promises and obligations contained in this Agreement, Sycamore and Consultant agree as follows:

1. Term and Termination

1.1 Term. This Agreement will become effective on the Effective Date and may be terminated by either party at any time as provided in Section 10 below, and any SOW may be extended or terminated as provided in the SOW or Section 3.3 below.

2. Independent Contractors

2.1 Relationship. At all times Consultant shall be an independent contractor and not an employee, agent, joint venturer, or partner of Sycamore. This Agreement is non-exclusive; during the term hereof, Consultant retains the right to provide its services to others, and Sycamore retains the right to cause work similar to or different from the Services to be provided under this Agreement to be performed by any other person or entity. Nothing in this Agreement shall be construed or interpreted as creating or establishing the relationship of employer between Sycamore and Consultant. Consultant acknowledges that Consultant will not be entitled to any employee benefits from Sycamore in respect of the provision of the Services.

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CONFIDENTIAL AND PROPRIETARY INFORMATION OF

SYCAMORE NETWORKS, INC.

Rev. 04.25.05

3. Services to be Performed

3.1 Statements of Work. All work to be performed under this Agreement (the “Work” or “Services”) shall be documented in a Statement of Work complying with the requirements of this Section and the form attached as Exhibit A (a “SOW”). No Services may be provided by Consultant hereunder, and Sycamore shall not be liable to pay for any Services provided by Consultant, unless and until a SOW is signed by authorized representatives of both parties. Each SOW shall set forth, at a minimum, the following information:

(i) a description of the Work to be done;

(ii) the duration of Consultant’s assignment; and

(iv) the fees for the Work to be performed, whether estimated or fixed, and specifying any applicable limits on total payment.

3.2 Modification of SOW. Modifications to existing SOWs may only be accomplished by a written amendment to such SOW signed by both parties.

3.3 Termination of SOW. Sycamore may, at its sole option, terminate any SOW, or any portion thereof, upon written notice, with no liability to Consultant except the obligation to pay Consultant for all Services performed through the termination date, less any expenses which Consultant may then owe to Sycamore.

4. Performance of Services

4.1 Quality of Work. Consultant shall perform the Services with the care, skill and diligence in accordance with the applicable professional standards then currently recognized by Consultant’s profession. Consultant shall comply with all applicable federal, state, and local laws, ordinances, codes and regulations in the performance of the Services.

4.2 Means of Performing Services. When on Sycamore premises, Consultant shall at all times observe Sycamore’s security, safety, sexual harassment, employment discrimination, code of conduct, acceptable use, insider trading and other policies. Upon request, Consultant shall certify to Sycamore in writing their compliance with those policies in a format provided by or acceptable to Sycamore. When on the premises of a customer of Sycamore’s (a “Sycamore Customer”), Consultant shall at all times observe the Sycamore Customer’s security and safety policies.

5. Compensation

5.1 Fees. The applicable schedule of fees for Work performed by Consultant shall be set forth as part of each SOW. Sycamore will not withhold taxes on the fees and Consultant shall be solely responsible for all taxes due in respect of the fees.

5.3 Expenses. Except as otherwise agreed in the applicable SOW, Sycamore agrees to reimburse Consultant for reasonable travel and meal expenses associated with business travel undertaken by Consultant at the request of Sycamore in connection with the

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performance of the Services, which expenses are: (i) in accordance with Sycamore’s standard expense policies; and (ii) which Sycamore has approved in advance. Consultant must maintain adequate records of those expenses, if any, which Sycamore agrees to reimburse. No expenses will be paid for travel to and from Sycamore’s Chelmsford office to Consultant’s residence.

6. Intellectual Property Rights

6.1 Confidentiality. Consultant shall maintain in strict confidence all information of a confidential or proprietary nature (the “Proprietary Information”) that Consultant receives or acquires in connection with the Services. Consultant agrees that it shall use such Proprietary Information only for the purposes of performing its obligations under this Agreement, and that it shall disclose such Proprietary Information only to its personnel who have a need to know such Proprietary Information for the purposes of this Agreement. Proprietary Information shall not include: (i) information generally available to the public; (ii) information released by Sycamore generally without restriction; (iii) information independently developed or acquired by Consultant without reliance on or reference to, in any way, protected information of Sycamore; or (iv) information which Sycamore previously agreed in writing could be used and disclosed by the Consultant or its personnel without restriction.

6.2 Ownership of Work Product. All copyrights, patents, trade secrets, and other intellectual property rights associated with any and all ideas, concepts, discoveries, techniques, designs, inventions, processes, procedures, formulas, methods, software or other works of authorship developed or created by Consultant during the course of performing Services (collectively, the “Work Product”) shall belong exclusively to Sycamore and shall, to the extent possible, be considered a work made for hire for Sycamore within the meaning of the US Copyright Act and any other applicable law. Consultant automatically assigns at the time of creation of the Work Product without any requirement of further consideration, all rights, title, and interest Consultant may have in such Work Product, including any copyrights and other intellectual property rights pertaining to such works. Consultant agrees to execute upon Sycamore’s request a signed transfer of Inventions or copyrights therein to Sycamore in the form attached to this Agreement as Exhibit C for all Inventions subject to copyright protection that result from Consultant’s work for Sycamore under this Agreement. Upon Sycamore’s request, Consultant shall take such further actions, and shall cause its personnel (if any) to take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

6.3 Residual Rights of Personnel. Consultant shall be free to use and employ all general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as such information is acquired or applied without disclosure of any of Sycamore’s Proprietary Information, and without any unauthorized use or disclosure of any Work Product.

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7. Warranty

7.1 Warranty. Consultant warrants that the Services shall be performed in a good and workmanlike manner.

7.2 No Conflict of Interest. Consultant agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation that would cause Consultant to not perform Consultant’s obligations under this Agreement or the scope of services for Sycamore or that would cause a breach of this Agreement.

Consultant warrants that to the best of his knowledge, there is no other contract or duty on his part now in existence inconsistent with this Agreement, unless a copy of such contract or a description of such duty is attached to this Agreement as Exhibit B.

8. Limitation of Liability

8.1 Limitation. IN NO EVENT SHALL CONSULTANT OR SYCAMORE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR ANY BREACH BY CONSULTANT OF ANY OF THE PROVISIONS OF SECTIONS 6.1 AND 6.2 HEREOF, OR FOR ANY CLAIM BY SYCAMORE UNDER SECTION 8.1 HEREOF.

9. Termination

9.1 Termination. Either party shall have the right to terminate this Agreement, with or without cause, upon thirty (30) days written notice to the other. All sums owed by either party to the other shall become due and payable upon termination, and neither party will be liable to the other or to any other person because of termination of this Agreement. Notwithstanding the foregoing, however, this Agreement shall remain in effect in any event for as long as Services are due under a SOW executed prior to the termination hereof.

9.2 Survival. Except for obligations that by their sense and context are intended to survive the performance hereof by either or both parties, including but not limited to Section 6 (“Intellectual Property Rights”) which shall survive completion, performance, termination or expiration of this Agreement, neither party shall have any further obligation to the other after termination, provided that neither Sycamore nor Consultant shall waive the right to obtain any amounts due to them for Services rendered prior to termination, or for refund of pre-paid Service charges, as the case may be.

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9.3 Cooperation. Upon the earlier of an issuance of a notice of termination or the date of termination of this Agreement, the parties shall cooperate with each other in good faith to finalize their business relationship under this Agreement.

10. General Provisions

10.1 Governing Law. This Agreement will be governed and construed in accordance with the laws of the Commonwealth of Massachusetts (exclusive of its conflict of laws provisions) as applied to transactions taking place wholly within Massachusetts between Massachusetts residents.

10.2 Notices. All notices and other communications pertaining to this Agreement shall be in writing, shall be addressed as shown on the first page, and shall be deemed to have been given by a party hereto if: (i) personally delivered; (ii) sent by certified first class mail, return receipt requested; (iii) sent by facsimile device with confirmation of receipt and with a copy simultaneously sent by certified first class mail, return receipt requested; or (iv) sent by commercial overnight courier with written verification of receipt. A notice sent by certified mail shall be deemed to be given on the fifth business day after the mailing date; all other notices shall be deemed given on the date received. Either party may change its address from time to time by giving notice to that effect as provided herein.

10.3 Assignment. Neither this Agreement nor any of the rights or obligations of Consultant arising under this Agreement may be assigned or transferred without Sycamore’s prior written consent.

10.4 Execution, Counterparts, Severability and Headings. This Agreement shall not be binding upon Sycamore until it has been executed by a duly authorized headquarters’ representative of Sycamore. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement In the event that any provision contained in this Agreement should be held to be unenforceable, such unenforceability shall not affect any of the other provisions herein. The section and paragraph headings are contained herein for ease of use, and are not intended to either broaden or limit the scope of the terms hereof.

10.5 Legal Fees. If any proceeding arises between the parties with respect to a dispute to the terms in this Agreement, the prevailing party in such proceeding shall be entitled to receive its reasonable attorney’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any relief it may be awarded.

10.6 Entire Agreement. This Agreement with all SOWs is intended to be the sole and complete statement of the obligations of the parties as to the Work to be performed and supersedes all previous understandings, negotiations and proposals, and may not be altered, amended or modified, except in writing, signed by the duly authorized representatives of the parties.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate by their duly authorized representatives as of the effective date written below.

SYCAMORE NETWORKS, INC.	CONSULTANT/Alan R. Cormier
/s/ David Guerrera	/s/ Alan R. Cormier
Authorized Signature	Authorized Signature
David Guerrera	Alan R. Cormier
Name	Name
General Counsel	N/A
Title	Title
December 20, 2013	December 20, 2013
Effective Date	Date

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EXHIBIT A

Form of Statement of Work

to Sycamore Networks, Inc. Services Consulting Agreement

This Statement of Work shall be governed by the terms of a Services Consulting Agreement entered into between Sycamore Networks, Inc. and Consultant and effective as of the Effective Date set forth below.

1. Name of Consultant: Alan R. Cormier

2. Description of Services to be Performed: To assist in the disposition of certain Sycamore assets and provide certain other services on an as-needed basis, as requested and directed by Sycamore from time to time.

3. Names of Persons to Perform the Services: Alan R. Cormier

4. Location of Performance of Services: Sycamore’s offices located at 220 Mill Road, Chelmsford, MA, Alan R. Cormier’s residence, or as otherwise directed by Sycamore.

5. Dates Services to be Performed: At any time after December 20, 2013, subject to Sycamore’s discretion and in accordance with the terms of the Services Consulting Agreement.

6. Fees to be Paid for the Services: Sycamore will pay consultant at rate of $115 per hour for services performed.

SYCAMORE NETWORKS, INC.	CONSULTANT/ Alan R. Cormier
Authorized Signature	Authorized Signature
David Guerrera	Alan R. Cormier
Name	Name
President and General Counsel	N/A
Title	Title
December 20, 2013	December 20, 2013
Effective Date	Date

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EXHIBIT B

CONFLICT OF INTEREST DISCLOSURE

None.

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EXHIBIT C

ASSIGNMENT OF INVENTION AND COPYRIGHT

None.

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EX-10.3

Exhibit 10.3

RETENTION BONUS AGREEMENT

WHEREAS, David Guerrera, (the “Employee”) is currently an employee of Sycamore Networks, Inc. (the Company”); and

WHEREAS, the Company and Employee have determined that it is in the best interests of both parties to encourage Employee to remain employed by the Company during the period specified below.

NOW, THEREFORE, in consideration of the promises and mutual agreements made herein, the parties agree as follows:

1. Retention Bonus. The Company will pay a retention bonus to Employee following the occurrence of the following:

a. If Employee continues to perform in a satisfactory manner his duties and responsibilities and remains employed with the Company through the dates set forth below (the “Qualifying Dates”), the Company will pay retention bonuses to Employee of thirty-thousand ($30,000) (the “Retention Bonuses”) in the first regular payroll following each of the Qualifying Dates set forth below:

i. March 7, 2014

ii. March 7, 2015

iii. March 7, 2016

b. If the Employee’s employment with the Company is terminated by the Company for any reason other than Cause (as defined below) between the date hereof and any Qualifying Date shown above, and Employee will no longer provide services to the Company on a consulting or independent contractor basis, Employee will receive a Retention Bonus as if the Qualifying Date for that particular year of service had occurred, but will not receive Retention Bonuses for any future years.

c. If the Employee’s employment with the Company is terminated by the Company for any reason other than Cause (as defined below) between the date hereof and any Qualifying Date shown above, but Employee will continue to provide services to the Company on a consulting or independent contractor basis following termination, Employee will continue to receive Retention Bonuses in accordance with the schedule set forth in 1(a) above.

d. For purposes of 1(b) and 1(c) above, “Cause” shall mean (a) an intentional act of fraud, embezzlement or theft in connection with the Employee’s duties to the Company or in the course of Employee’s employment with

the Company; (b) Employee’s willful engagement in gross misconduct that is demonstrably and materially injurious to the Company; or (c) Employee’s willful and continued failure to perform his duties with the Company (other than any such failure resulting due to physical or mental illness). For purposes of this definition, no act or failure to act on Employee’s part shall be deemed “willful” unless done or omitted to be done by employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interests of the Company.

2. Withholding. It is understood and agreed upon that the Company shall deduct from the Retention Bonuses all applicable statutory and discretionary withholding amounts to the extent Employee remains an employee of the Company. If Employee’s employment with the Company is terminated but Employee will continue to provide services to the Company on a consulting or independent contractor basis following termination, the Company will not withhold taxes with respect to the Retention Bonuses.

3. Separate Payment. The Retention Bonuses are separate and distinct from any payments for which Employee may be entitled to under any severance or other employment agreement with the Company.

4. No Right of Employment. The receipt and execution of this Agreement does not change the Company’s relationship with Employee. This Agreement does not give Employee the right to be retained in the employment of the Company, nor does it imply or confer any other employment rights. Nothing contained in this Agreement shall be construed to create a contract of employment with Employee, and the Company’s relationship with Employee shall remain terminable at will.

5. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters referred to herein and no other agreement, oral or otherwise, shall be binding upon the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representations, inducements or statements between the parties with respect to this matter other than those that are expressly contained in this Agreement.

6. Amendments. This Agreement may not be altered, modified or amended except by written instrument signed by an authorized representative of each of the parties.

7. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws principles thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement.

By:	/s/ David Guerrera
Date:	April 15, 2013

SYCAMORE NETWORKS, INC.
By:	/s/ Alan R. Cormier
Date:	April 15, 2013

EX-10.4

Exhibit 10.4

SEVERANCE PAY AGREEMENT

This Severance Pay Agreement (the “Agreement”) is made and entered into by and between David Guerrera (“Employee”) and Sycamore Networks, Inc. (the “Company”), effective as of April 15, 2013 (the “Effective Date”).

RECITALS

1. WHEREAS, David Guerrera is currently an employee of Sycamore Networks, Inc. (the Company”); and

2. WHEREAS, the Company believes that it is imperative to provide Employee with certain separation benefits upon Employee’s termination of employment under certain circumstances. These benefits will provide Employee with enhanced financial security and incentive and encouragement to remain with the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. Term of Agreement. This Agreement will terminate upon the date that all of the obligations of the parties hereto with respect to this Agreement have been satisfied.

2. At-Will Employment. The Company and Employee acknowledge that Employee’s employment is and will continue to be at-will, as defined under applicable law. If Employee’s employment terminates for any reason, Employee will not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, the payment of accrued but unpaid wages or other compensation, as required by law, as may otherwise be available in accordance with the Company’s established employee plans, and any unreimbursed reimbursable expenses, and this Agreement supersedes all prior agreements or arrangements relating to the same.

3. Separation Pay Benefits.

(a) Termination without Cause or Resignation for Good Reason. If the Company terminates Employee’s employment with the Company without Cause or if Employee resigns from such employment for Good Reason, then subject to Section 4, Employee will receive the following:

(i) Accrued Compensation. The Company will pay Employee all accrued but unused Paid Time Off (“PTO”), expense reimbursements, wages, and other benefits due to Employee under any Company-provided plans, policies, and arrangements.

(ii) Separation Payment and Benefits. Employee will be paid a separation payment equal to Employee’s annual base salary, as then in effect, in a lump sum. Separation payments will be made within fifteen (15) days following the date on which the employee’s Separation Agreement and Release becomes effective and irrevocable.

(iii) COBRA Premiums. If the Company continues to have at least one active employee as a participant under its group health, dental, and/or vision plans, and Employee

elects to extend Employee’s group health, dental, and/or vision insurance coverage under COBRA, for the first twelve (12) months following termination of employment the Company will pay the same percentage of Employee’s monthly premiums that it pays for active employees. After the expiration of such period, Employee, if eligible, may continue such coverage for the remainder of the COBRA coverage period at Employee’s own expense. In the event that Company no longer has any active employees and as a result is unable to provide COBRA continuation coverage to Employee, the Company will not otherwise be obligated to provide any payment or reimbursement to Employee in connection with Employee obtaining Employee’s own health insurance coverage.

(iv) Outplacement. Employee will be eligible to participate in, for up to twenty-six (26) weeks from execution of the applicable Separation Agreement and Release (and expiration of any applicable revocation period) and any other separation documents required for participation in the Plan, outplacement services from a service provider selected by the Company. A detailed description of the services will be provided in employee’s separation package. Payment in lieu of outplacement services will not be provided. Engagement in the services must begin within sixty (60) days of Employee’s separation date.

(b) Voluntary Resignation; Termination for Cause. If Employee’s employment with the Company terminates voluntarily by Employee (other than for Good Reason), then Employee will not be entitled to receive separation pay or other benefits. If Employee’s employment with the Company is terminated for Cause by the Company, then Employee will not be entitled to receive separation pay or other benefits.

(c) Disability; Death. If the Company terminates Employee’s employment as a result of Employee’s Disability, or Employee’s employment terminates due to his or her death, then Employee will not be entitled to receive any other separation pay or other benefits, except for those (if any) as may then be established under the Company’s then existing written benefits plans.

(d) Exclusive Remedy. In the event of a termination of Employee’s employment as set forth in Section 3(a) of this Agreement, the provisions of Section 3(a) are intended to be and are exclusive and in lieu of any other rights or remedies to which Employee or the Company otherwise may be entitled, whether at law, tort or contract, in equity, or under this Agreement (other than the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses).

4. Conditions to Receipt of Severance

(a) Release of Claims Agreement. The receipt of any severance payments or benefits (other than the accrued benefits set forth in either Sections 3(a)(i)) pursuant to this Agreement is subject to Employee signing (and not revoking) within the twenty-one-day period following Employee’s termination of employment a separation agreement and release of claims in a form acceptable to the Company (the “Separation Agreement and Release”), which must become effective and irrevocable no later than the twenty-eighth day following Employee’s termination of employment (the “Release Deadline”). If the Separation Agreement and Release does not become effective and irrevocable by the Release Deadline, Employee will forfeit any right to severance payments or benefits under this Agreement. In no event will separation payments or benefits be paid or provided until the Separation Agreement and Release actually becomes effective and irrevocable.

(b) Section 409A.

(i) It is intended that none of the severance payments and other benefits under this Agreement will constitute nonqualified deferred compensation subject to the provisions of Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), but rather will be exempt from Section 409A including, without limitation, as a result of the satisfaction of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the regulations promulgated under Section 409A.

(ii) The foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Employee under Section 409A.

5. Definition of Terms. The following terms referred to in this Agreement will have the following meanings:

(a) Cause. “Cause” will mean:

(i) an intentional act of fraud, embezzlement or theft in connection with the Employee’s duties to the Company or in the course of Employee’s employment with the Company;

(ii) Employee’s willful engagement in gross misconduct that is demonstrably and materially injurious to the Company; or

(iii) Employee’s willful and continued failure to perform his duties with the Company (other than any such failure resulting due to physical or mental illness).

For purposes of this definition, no act or failure to act on Employee’s part shall be deemed “willful” unless done or omitted to be done by Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interests of the Company.

(b) Disability. “Disability” means that Employee has been unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. Alternatively, Employee will be deemed disabled if determined to be totally disabled by the Social Security Administration. Termination resulting from Disability may only be effected after at least thirty (30) days’ written notice by the Company of its intention to terminate Employee’s employment. In the event that Employee resumes the performance of substantially all of Employee’s duties hereunder before the termination of Employee’s employment becomes effective, the notice of intent to terminate based on Disability will automatically be deemed to have been revoked.

(c) Good Reason. “Good Reason” shall mean Employee’s voluntary termination, within thirty (30) days following the expiration of any Company cure period (discussed below) following, without Employee’s consent:

(i) any material diminution in Employee’s position, title or responsibilities;

(ii) any material diminution in Employee’s then-current annual base salary or bonus potential; or

(iii) any required relocation of Employee’s primary work location by more than 35 miles.

Employee may not resign for Good Reason without first providing the Company with written notice within ninety (90) days of the initial existence of the condition that Employee believes constitutes “Good Reason” specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice.

6. Successors.

(a) The Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of this Agreement by operation of law.

(b) Employee’s Successors. The terms of this Agreement and all rights of Employee hereunder will inure to the benefit of, and be enforceable by, Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

7. Notice of Termination. Any termination by the Company for Cause or by Employee for Good Reason will be communicated by a notice of termination to the other party hereto. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than ninety (90) days after the giving of such notice).

8. Miscellaneous Provisions.

(a) No Duty to Mitigate. Employee will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that Employee may receive from any other source.

(b) Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Employee and by an authorized officer of the Company (other than Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

(d) Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, including all prior agreements providing for severance or other compensation to Employee upon termination or resignation of his employment with the Company. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.

(e) Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the Commonwealth of Massachusetts.

(f) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect.

(g) Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable income, employment and other taxes.

(i) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

EMPLOYEE	By:	/s/ David Guerrera
	Date:	April 15, 2013

COMPANY		SYCAMORE NETWORKS, INC.
	By:	/s/ Alan R. Cormier
	Title:	President and Chief Executive Officer
	Date:	April 15, 2013