-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lv5Mh1zoXTU8sLISxAmb1whQj2ng1AWzIAiR3Uy1qGDSt9aLmINdLQqsICAMZ68H Kd+z5A0EuPQGVwxf1hzwyg== /in/edgar/work/0001036050-00-002009/0001036050-00-002009.txt : 20001114 0001036050-00-002009.hdr.sgml : 20001114 ACCESSION NUMBER: 0001036050-00-002009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001113 EFFECTIVENESS DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C COR NET CORP CENTRAL INDEX KEY: 0000350621 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] IRS NUMBER: 240811591 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49826 FILM NUMBER: 762001 BUSINESS ADDRESS: STREET 1: 60 DECIBEL RD CITY: STATE COLLEGE STATE: PA ZIP: 16801 BUSINESS PHONE: 8142382461 MAIL ADDRESS: STREET 1: 60 DECIBEL ROAD CITY: STATE COLLEGE STATE: PA ZIP: 16801 FORMER COMPANY: FORMER CONFORMED NAME: C COR ELECTRONICS INC DATE OF NAME CHANGE: 19920703 S-8 1 0001.txt FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 13, 2000 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ FORM S-8 REGISTRATION STATEMENT under The Securities Act of 1933 C-COR.net Corp. ------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 24-0811591 - ---------------------------------------------------- ------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 60 Decibel Road State College, Pennsylvania 16801 - ---------------------------------------------------- ------------------------- (Address of Principal Executive Offices) (Zip Code) C-COR.net Corp. Supplemental Executive Retirement Plan ------------------------------------------------------ (Full title of the plan) David A. Woodle, Chairman, President and CEO C-COR.net Corp. 60 Decibel Road State College, Pennsylvania 16801 ------------------------------------- (Name and address of agent for service) (814) 238-2461 ----------------------------------------------------------- (Telephone number, including area code, of agent for service) with a copy to: Robert C. Gerlach, Esquire Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51st Floor Philadelphia, Pennsylvania 19103 (215) 665-8500 CALCULATION OF REGISTRATION FEE -------------------------------
- ------------------------------------------------------------------------------------ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered(1) Share or Obligation Price Fee - ------------------------------------------------------------------------------------ Common Stock, par value $.05 25,000 $14.03(2) $350,750(2) $92.60 per share shares Deferred Compensation Obligations $5,000,000 $1.00(3) $5,000,000(3) $1,320.00 - ------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) this Registration Statement is deemed to cover an indeterminate amount of additional shares of C-COR.net Corp. Common Stock issuable in the event the number of outstanding shares of the Company is increased by split-up, reclassification, stock dividend and the like. (2) Estimated solely for the purpose of calculating the registration fee. In accordance with Rule 457(c), the price shown is based upon the average of the high and low price of C-COR.net Corp. Common Stock on November 9, 2000, as reported on the Nasdaq National Market System. (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h). PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of this Registration Statement will be given or sent to all persons who participate in the C-COR.net Corp. Supplemental Executive Retirement Plan (the "Plan"). PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. ---------------------------------------- The following documents filed with the Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") by C-COR.net Corp. (the "Company") (File No. 0-10726) are incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000; (2) the Company's Report on Form 10-Q for the period ended September 29, 2000; (3) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Commission on October 27, 1982 (as amended by Form 8-A/A filed with the Commission on July 3, 1990); and (4) the description of the Company's Series A Junior Participating Preferred Stock Purchase Rights contained in the Company's Registration Statement on Form 8-A filed with the Commission under the Exchange Act on August 30, 1999. Each document filed by the Company after the date hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be part hereof from the date of filing of such document. Any statement contained in a document, all or a portion of which is incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. -------------------------- The following is a description of the Plan and the securities being registered, and in the event there is a conflict between this description and the provisions of the Plan, the provisions of the Plan will control. Under the Plan, certain highly compensated members of senior management and employees of the Company (and certain of its subsidiaries) may defer a portion of their eligible compensation for retirement purposes. "Eligible compensation" means the compensation that would have been recognized under the tax-qualified C-COR.net Corp. Retirement Savings and Profit Sharing Plan, if such compensation were not required to be reduced by any deferrals made under the Plan, nor limited by any maximum stated in the Internal Revenue Code of 1986, as amended (the "Code"). The committee that administers the Plan (the "Committee") is appointed by the Company's Board of Directors (the "Board") and has the discretion to determine who may participate in the Plan. The Plan is not subject to most provisions of the Employee Retirement Income Security Act of 1974, as amended, and is not qualified under Section 401(a) of the Code. The securities being registered represent the Company's unsecured, unfunded, general obligations (the "Obligations") of the Company to pay to a Plan participant, upon the participant's retirement or other termination of employment, the value of the participant's vested bookkeeping account adjusted to reflect the performance, whether positive or negative, of the selected investment benchmark(s) during the deferral period in accordance with the terms of the Plan (the "Benefit"). The Obligations will rank pari passu with the Company's other unsecured and unsubordinated indebtedness. This means that participants will have no greater rights than other Company creditors to satisfaction of their claims under the Plan. The Obligations are not subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Amounts deferred by the employee pursuant to the Plan will be credited by book entry to the participant's bookkeeping account. Additionally, the Company will contribute to each participant's bookkeeping account an employer matching contribution equal to the current employer matching contribution of the C-COR.net Corp. Retirement Savings and Profit Sharing Plan. The Company has reserved the right to amend or terminate this matching contribution. Participants are 100% vested in the compensation amounts they defer and will vest in the employer matching contribution in accordance with the schedule set forth in the Plan. Each participant has the opportunity to designate one or more investment benchmark(s) (selected by the Committee) by which the participant's bookkeeping account will be periodically credited or debited, as appropriate, to reflect gain or loss from the hypothetical investment in the investment benchmark(s) (as if the deferred compensation had actually been so invested). One of the available investment benchmarks is the Company's Common Stock, $.05 par value per share (the "Common Stock"). A participant may make changes to such investment benchmark(s), both as to new contributions and/or to change prospectively existing amounts in the participant's bookkeeping account, by making elections in accordance with procedures adopted by the Committee. The Company is not obligated to in fact invest Company assets, or any other assets, in the investment benchmark(s) chosen by the participants. Each participant shall make an election prior to his or her enrollment into the Plan as to the timing and form in which his or her Benefit will be distributed. The Committee may, in its sole discretion, allow a distribution to a participant in the event of a financial hardship. Distribution of all or any part of a participant's Benefit shall be made by the Company pursuant 2 to the participant's election, or as soon thereafter is practicable in accordance with the terms of the Plan. Participants who have elected Company Common Stock as their investment benchmark for all or part of their bookkeeping account may make a request to the Committee to receive, for the portion of their bookkeeping account subject to this investment benchmark, the distribution of such Benefit in-kind, in forms of shares of Company Common Stock rather than in cash. The Committee determines in its sole discretion whether or not such an in- kind distribution will be permitted. The Obligations may be satisfied from the Company's general corporate assets. Alternatively, the Company has established a grantor trust (as described in Sections 671-678 of the Code and commonly referred to as a "rabbi trust") to serve as a source of funds from which it can satisfy the Obligations. Participants in the Plan will have no rights to any assets held by the rabbi trust, except as general creditors of the Company. Assets of any rabbi trust will at all times be subject to the claims of the Company's general creditors. The Company can choose to contribute or not to contribute amounts to the rabbi trust, in order to fund the payment of the Obligations. The Company reserves the right to amend, modify or terminate the Plan, or suspend any of its provisions, except that no such amendment, modification or termination shall adversely affect the right of any participant to the amounts credited to or accrued in his or her bookkeeping account at the time of such amendment, modification or termination. Item 5. Interests of Named Experts and Counsel. --------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. ------------------------------------------ Sections 1741 through 1750 of the Pennsylvania Business Corporation Law of 1988 permits, and in some cases requires, the indemnification of officers, directors and employees of the Company. Article VII-Section 7-1 of the Company's bylaws provides that the Company shall indemnify any director or officer of the Company against expenses (including legal fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him, to the fullest extent now or hereafter permitted by law in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, brought or threatened to be brought against him, including actions or suits by or in the right of the Company, by reason of the fact that he is or was a director or officer of the Company, its parent or any of its subsidiaries, or acted as a director or officer or in any other capacity on behalf of the Company, its parent or any of its subsidiaries or is or was serving at the 3 request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Board of Directors by resolution may similarly indemnify any person other than a director or officer of the Company to the fullest extent now or hereafter permitted by law for liabilities incurred by him in connection with services rendered by him for or at the request of the Company, its parent or any of its subsidiaries. Item 7. Exemption from Registration Claimed. ------------------------------------ Not applicable. Item 8. Exhibits. --------- Number Exhibit - ------ ------- 4.1 Specimen copy of common stock certificate 4.2 C-COR.net Corp. Supplemental Executive Retirement Plan, effective May 1, 1996, as amended and restated through September 1, 2000 5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP 23.1 Consent of KPMG LLP 23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5) Item 9. Undertakings. ------------- A. The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the 4 "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) above do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue. 5 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of State College, Commonwealth of Pennsylvania, on November 13, 2000. C-COR.net Corp. By: /s/ David A. Woodle ----------------------------- David A. Woodle Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ David A. Woodle Chairman, President and Chief November 13, 2000 - ---------------------------- Executive Officer and David A. Woodle Director (Principal Executive Officer) /s/ Christine Jack Toretti Director November 13, 2000 - ---------------------------- Christine Jack Toretti /s/ Donald M. Cook, Jr. Director November 13, 2000 - ---------------------------- Donald M. Cook, Jr. /s/ I.N. Rendall Harper, Jr. Director November 13, 2000 - ---------------------------- I.N. Rendall Harper, Jr. /s/ John J. Omlor Director November 13, 2000 - ---------------------------- John J. Omlor /s/ Frank Rusinko, Jr. Director November 13, 2000 - ---------------------------- Frank Rusinko, Jr. /s/ James J. Tietjen Director November 13, 2000 - ---------------------------- James J. Tietjen /s/ Michael J. Farrell Director November 13, 2000 - ---------------------------- Michael J. Farrell /s/ William T. Hanelly Vice President - November 13, 2000 - ---------------------------- Finance, Treasurer William T. Hanelly and Secretary (Principal Financial Officer) /s/ Joseph E. Zavacky Controller and November 13, 2000 - ---------------------------- Assistant Secretary Joseph E. Zavacky (Principal Accounting Officer) EXHIBIT INDEX Number Exhibit - ------ ------- 4.1 Specimen copy of common stock certificate 4.2 C-COR.net Corp. Supplemental Executive Retirement Plan, effective May 1, 1996, as amended and restated through September 1, 2000 5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP 23.1 Consent of KPMG LLP 23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5) EX-4.1 2 0002.txt SPECIMEN COPY OF COMMON STOCK CERTIFICATE Exhibit 4.1 [C-COR.net Corp.] NUMBER ________ SHARES SEE REVERSE FOR AS CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA CUSIP 125010 10 8 C-COR.net Corp. This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OR $0.05 EACH OF THE COMMON STOCK OF C-COR.net Corp., transferable only on the books of the Corporation in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: [Corporate Seal] /s/ William T. Hanelly /s/ David A. Woodle --------------------------- ------------------------ Vice President-Finance President and Secretary and Treasurer Chief Executive Officer C-COR.net Corp. Please keep this Certificate in a safe place. If it is lost, stolen or destroyed, the Corporation will require a bond of indemnity as a condition to the issuance of a replacement certificate. The Corporation is authorized to issue preferred stock, no par value, one or more series with full, limited, multiple, traditional or no voting rights, and with such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights, and other special or relative rights, as shall be fixed from time to time by resolution of the Board of Directors and without the necessity of any action by the shareholders. The Corporation will furnish to any shareholder, upon request and without charge, a full or summary statement of the terms of any series of preferred stock which may be issued from time to time, and the variations in the relative rights and preferences between the shares of any series, so far as the same have been fixed and determined. The following abbreviation, when used in the inscription on the face of this certification, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not tenants in common UNIF GIFT MIN ACT-_____________Custodian_____________ (Cust) (Minor) under Uniform Gifts to Minors Act___________________ (State) UNIF TRANS MIN ACT-_____________Custodian_____________ (Cust) (Minor) under Uniform Transfers to Minors Act_______________ (State) Additional abbreviations may also be used though not in the above list. For value received _______________________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ---------------------------------------- - ---------------------------------------- ________________________________________________________________________________ Please print or typewrite name and address including postal zip code of assignee ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________________________________________________________________ ________________________________________________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated__________________________ _________________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatever. SIGNATURE(S) GUARANTEED__________________________________________________ THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAMS, PURSUANT TO S.E.C. RULE 17Ad-15. This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between C-COR.net Corp. (the "Company") and American Stock Transfer & Trust Company, as Rights Agent, dated as of August 17, 1988 as the same may be amended from time to time (the "Rights Amendment"). The terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under circumstances, as set forth in the Rights Agreement, Rights owned by or - ----------------------------------------------------------------------------- transferred to any Person who is or becomes an Acquiring Person (as defined in - ------------------------------------------------------------------------------ the Rights Agreement) and certain transferees thereof will become null and void - ------------------------------------------------------------------------------- and will no longer be transferable. - ----------------------------------- EX-4.2 3 0003.txt SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Exhibit 4.2 As Amended and Restated, including Amendments through September 1, 2000 C-COR.net Corp. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN EFFECTIVE SEPTEMBER 1, 2000 C-COR.net Corp. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN PAGE ---- ARTICLE I PURPOSE .................................................................1 ARTICLE II DEFINITIONS .............................................................1 2.1 Accrued Benefit ...................................................1 2.2 Beneficiary .......................................................1 2.3 Board .............................................................1 2.4 Code ..............................................................1 2.5 Committee .........................................................1 2.6 Compensation ......................................................1 2.7 Deferred Compensation .............................................2 2.8 Deferred Compensation Account .....................................2 2.9 Deferred Compensation Agreement ...................................2 2.10 Deferred Compensation Contribution ................................2 2.11 Disability Retirement .............................................2 2.12 Distributable Amount ..............................................2 2.13 Effective Date ....................................................3 2.14 Eligible Employee .................................................3 2.15 Employee ..........................................................3 2.16 Employer ..........................................................3 2.17 Employer Matching Contribution ....................................3 2.18 Employer Matching Contribution Account ............................3 2.19 Entry Date ........................................................3 2.20 401(k) Plan .......................................................3 2.21 Late Retirement ...................................................3 2.22 Normal Retirement .................................................3 2.23 Participant .......................................................4 2.24 Plan Benefit ......................................................4 2.25 Plan Year .........................................................4 2.26 Termination of Service ............................................4 2.27 Trust .............................................................4 2.28 Valuation Date ....................................................4 2.29 Year of Service ...................................................4 i ARTICLE III ELIGIBILITY AND PARTICIPATION ...........................................4 3.1 Eligibility .......................................................4 3.2 Participation .....................................................4 ARTICLE IV ACCRUED BENEFITS ........................................................5 4.1 Deferred Compensation .............................................5 4.2 Employer Matching Contributions ...................................5 4.3 Vesting ...........................................................5 4.4 Forfeitures .......................................................5 4.5 Participant Directed Investment Options ...........................6 4.6 Statement of Account ..............................................6 ARTICLE V PLAN BENEFITS ...........................................................6 5.1 Annual Distribution ...............................................6 5.2 Termination Benefits ..............................................6 5.3 Retirement Benefits ...............................................6 5.4 Death Benefits ....................................................7 5.5 Valuation of Accrued Benefit for Distributions ....................7 5.6 Hardship Distributions ............................................7 5.7 Election of Form of Benefit Payment ...............................7 5.8 Form of Benefit Payments ..........................................7 5.9 Withholding for Payroll Taxes .....................................7 5.10 Commencement of Payments ..........................................8 5.11 Full Payment of Benefits ..........................................8 5.12 Payment to Guardian ...............................................8 5.13 Discretionary In-Kind Distribution ................................8 ARTICLE VI BENEFICIARY DESIGNATION .................................................8 6.1 Beneficiary Designation ...........................................8 6.2 Amendments ........................................................8 6.3 No Beneficiary Designation ........................................8 6.4 Effect of Payment .................................................8 6.5 Death of Beneficiary ..............................................9 ii ARTICLE VII ADMINISTRATION ..........................................................9 7.1 Committee ........................................................9 7.2 Agents ...........................................................9 7.3 Binding Effect of Decisions ......................................9 7.4 Indemnity of Committee ...........................................9 ARTICLE VIII CLAIMS PROCEDURE ........................................................9 8.1 Claim ............................................................9 8.2 Denial of Claim ..................................................9 8.3 Review of Claim .................................................10 8.4 Final Decision ..................................................10 ARTICLE IX AMENDMENT, MERGER AND TERMINATION OF PLAN ..............................10 9.1 Amendment of Plan ...............................................10 9.2 Merger of Plan ..................................................10 9.3 Termination of Plan .............................................10 ARTICLE X MISCELLANEOUS ..........................................................11 10.1 Unfunded Plan ...................................................11 10.2 Unsecured General Creditor ......................................11 10.3 Nonassignability ................................................11 10.4 Not a Contract of Employment ....................................11 10.5 Participant Cooperation .........................................11 10.6 Terms ...........................................................11 10.7 Captions ........................................................11 10.8 Governing Law ...................................................11 10.9 Validity ........................................................12 10.10 Notice ..........................................................12 10.11 Successors ......................................................12 iii C-COR.net CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ARTICLE I PURPOSE ------- The purpose of this Supplemental Executive Retirement Plan (hereinafter referred to as the "Plan") is to provide accumulation of supplemental funds for retirement or death on a tax-deferred basis for a select group of management or highly compensated employees (and their beneficiaries) of C-COR.net Corp. (the "Corporation"). It is intended that the Plan will aid in retaining and attracting employees by providing such individuals with these benefits. ARTICLE II DEFINITIONS ----------- For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise: 2.1 Accrued Benefit. "Accrued Benefit" means the sum of a Participant's --------------- Deferred Compensation Account and Employer Matching Contribution Account. 2.2 Beneficiary. "Beneficiary" means the person, persons, entity, or ----------- entities designated by the Participant to receive any amounts payable from the Participant's Accrued Benefit after the Participant's death. 2.3 Board. "Board" means the Board of Directors of C-COR.net Corp. (formerly ----- C-COR Electronics, Inc.) 2.4 Code. "Code" means the Internal Revenue Code of 1986, as amended from time ---- to time. 2.5 Committee. "Committee" means those individuals appointed by the Board of --------- Directors to administer this Plan. 2.6 Compensation. "Compensation" means, for any Plan Year, a Participant's ------------ wages as defined in Section 3401(a) of the Code (for purposes of income tax withholding), determined without regard to any rules that limit remuneration included in wages based on the location of the employment or the services performed, subject to the following inclusions and exclusions: 1 (a) including Employer contributions made pursuant to a compensation reduction agreement which are not includable in the gross income of an Eligible Employee under Section 125, 132(f), 402(a)(8), 402(h) or 403(b) of the Code; (b) excluding (even if includable in gross income) reimbursements or other expense allowances, fringe benefits (cash or noncash), moving expenses, deferred compensation, welfare benefits, and amounts realized from the exercise of a non-qualified stock option; and (c) excluding any wages attributable to periods prior to the effective date of an Eligible Employee's participation in the Plan. "Profit Incentive Plan Compensation" means that portion of a Participant's Compensation for a Plan Year which represents amounts payable from the Company's Profit Incentive Plan. 2.7 Deferred Compensation. "Deferred Compensation" means the amount of --------------------- Compensation not yet earned during the Plan Year which the Participant and the Employer mutually agree shall be deferred in accordance with the provisions of this Plan. 2.8 Deferred Compensation Account. "Deferred Compensation Account" means the ----------------------------- individual account maintained on the books of the Employer, or the trustee of the Trust, with respect to a Participant to which amounts deferred from time to time by the Participant pursuant to a Deferred Compensation Agreement are credited, and to which, as of each Valuation Date, the amount of distributions and expenses allocable to such Account are debited. In addition, as of each Valuation Date, each Participant's Deferred Compensation Account shall be credited or debited, as the case may be, with an amount equal to its allocable share of deemed investment gain or loss with respect to the benchmark investment options selected by the Participant from time to time pursuant to Section 4.5. 2.9 Deferred Compensation Agreement. "Deferred Compensation Agreement" means ------------------------------- the agreement between the Employer and the Employee to defer Compensation under the terms of the Plan. 2.10 Deferred Compensation Contribution. "Deferred Compensation Contribution" ---------------------------------- means the contribution credited to the Participant's Deferred Compensation Account, determined in accordance with the Deferred Compensation Agreement. 2.11 Disability Retirement. "Disability Retirement" means retirement from --------------------- service from the Employer by a Participant who has satisfied the requirements for benefits under the Employer's Long Term Disability Plan. 2.12 Distributable Amount. "Distributable Amount" means the lesser of (i) -------------------- a percentage of the maximum amount of additional elective contributions that could be made for the current plan year on behalf of a Participant to the 401(k) Plan consistent with Code Section 402(g), Code Section 415, and the limitations of Code Sections 401(k)(3) and 401(m), or (ii) a Participant's Deferred Compensation for the current Plan Year (exclusive of any earnings thereon). The percentage referred to in (i) above shall 2 be determined in a manner to maximize the elective deferrals under the 401(k) Plan of "highly compensated employees" who are not eligible to participate in this Plan. 2.13 Effective Date. "Effective Date" means May 1, 1996. -------------- 2.14 Eligible Employee. "Eligible Employee" means an Employee who the ----------------- Committee determines is a highly compensated employee or a select member of management who, by virtue of their position with the Employer, is uniquely informed as to the Employer's operations and has the ability to materially affect the Employer's profitability and operations. 2.15 Employee. "Employee" means an individual employed as a common law -------- employee of the Employer. 2.16 Employer. "Employer" means C-COR.net Corp. (formerly C-COR Electronics, -------- Inc.), a Pennsylvania corporation, and all members of the controlled group of corporations as defined under Code Section 1563 and who have adopted the 401(k) Plan, or any successors to the business thereof. 2.17 Employer Matching Contribution. "Employer Matching Contribution" means the ------------------------------ contribution credited to the Participant's Employer Matching Contribution Account and determined in accordance with the provisions of this Plan (without regard to the Code Section 401(a)(17) limitation on compensation). 2.18 Employer Matching Contribution Account. "Employer Matching Contribution -------------------------------------- Account" means the individual account maintained on the books of the Employer, or the trustee of the Trust, with respect to a Participant to which Employer Matching Contributions for the Participant are credited, and to which, as of each Valuation Date, the amount of distributions and expenses allocable to such Account are debited. In addition, as of each Valuation Date, the Employer Matching Contribution Account shall be credited or debited, as the case may be, with an amount equal to its allocable share of deemed investment gain or loss with respect to the benchmark investment options selected by the Participant pursuant to Section 4.5. 2.19 Entry Date. "Entry Date" means the first day of the month immediately ---------- following the Plan Year quarter during which the eligibility requirements are first met. 2.20 401(k) Plan. "401(k) Plan" means the C-COR.net Corp. Retirement Savings and ----------- Profit Sharing Plan, as it may be amended from time to time. 2.21 Late Retirement. "Late Retirement" means retirement from service with the --------------- Employer after the Participant has attained age 65. 2.22 Normal Retirement. "Normal Retirement" means retirement from service ----------------- of the Employer as of the date the Participant attains age 65. 3 2.23 Participant. "Participant" means any individual who is participating ----------- or has participated in this Plan and whose Accrued Benefit has not yet been completely distributed. 2.24 Plan Benefit. "Plan Benefit" means the benefit payable to a Participant as ------------ determined in accordance with the provisions of this Plan. 2.25 Plan Year. "Plan Year" means the twelve (12) consecutive month period --------- beginning January 1/st/ and ending December 31/st/. 2.26 Termination of Service. "Termination of Service" means the severance ---------------------- of a Participant's employment prior to Normal Retirement. 2.27 Trust. "Trust" means the grantor trust established by the Employer ----- (if any) for the purpose of accepting contributions under the Plan and to which interest, dividends, and investment gains are added and from which the amount of any distributions, investment loses, and expenses are deducted. 2.28 Valuation Date. "Valuation Date" means the last business day of each -------------- calendar month and each interim date on which the Committee determines that a valuation of a Participant's Deferred Compensation Account and/or Employer Matching Contribution Account shall be made. 2.29 Year of Service. "Year of Service" means a year of service as defined --------------- in the 401(k) Plan. ARTICLE III ELIGIBILITY AND PARTICIPATION ----------------------------- 3.1 Eligibility. Eligibility to participate in the Plan is limited to ----------- Eligible Employees of the Employer who are designated by the Committee and who have completed six consecutive months of employment. 3.2 Participation. ------------- (a) Form of Deferral. An Eligible Employee may become a Participant by ---------------- properly executing a Deferred Compensation Agreement and filing such Agreement with the Committee. The Deferred Compensation Agreement shall be effective as of the first day of the payroll period immediately following the first day of the next Plan Year or, if earlier, the first day of the first payroll period immediately following the Participant's Entry Date. (b) Modification of Deferred Compensation Agreements. A Deferred ------------------------------------------------ Compensation Agreement will remain in effect for the initial Plan Year and each Plan Year thereafter, until it is revoked. A Deferred Compensation Agreement may not be changed with respect to the Plan Year, except that such Agreement may be revoked in its entirety for the remainder of the Plan Year. In this instance, a new Deferred Compensation Agreement may not be executed until an election for the next Plan Year can be made. 4 ARTICLE VI ACCRUED BENEFITS ---------------- 4.1 Deferred Compensation. The amount of Compensation that a Participant --------------------- elects to defer pursuant to a Deferred Compensation Agreement shall be made by payroll deduction and credited to the Participant's Deferred Compensation Account as the non-deferred Compensation to which it relates becomes payable. The Deferred Compensation shall be credited to the Deferred Compensation Account no later than the date that the amounts would have been credited to the 401(k) Plan if they were elective deferrals to that plan. The amount of Compensation for a Plan Year that a Participant may elect to defer must be stated in whole percentages and is limited to the following maximum amounts: (a) thirty percent (30%) of the Participant's total Compensation, unless he has made a separate election with respect to his Profit Incentive Plan Compensation, in which case the limitation under this subsection (a) shall be thirty percent (30%) of the Participant's Compensation other than his Profit Incentive Plan Compensation; and (b) in accordance with a separate election included as part of his Deferred Compensation Agreement, one hundred percent (100%) of the Participant's Profit Incentive Plan Compensation. 4.2 Employer Matching Contributions. The Employer will contribute an ------------------------------- Employer Matching Contribution on behalf of each Participant. The amount of the Employer Matching Contribution will be equal to the 401(k) Plan employer matching contribution, as defined in the 401(k) Plan (but ignoring the Code Section 401(a)(17) compensation limitation), applied to the sum of the Participant's Deferred Compensation under this Plan and the Participant's elective deferrals to the 401(k) Plan, less matching contributions made by the Employer to the 401(k) Plan. The Employer Matching Contribution will be credited to the Participant's Employer Matching Contribution Account at the same time it would have been contributed to the Participant's account in the 401(k) Plan. 4.3 Vesting. A Participant will always be 100% vested in his Deferred ------- Compensation Account. A Participant will vest in his Employer Matching Contribution Account on the following schedule: Completed Years of Service Vested Percentage -------------------------- ----------------- Less than 1 year 0% 1 year but less than 2 years 20% 2 years but less than 3 years 40% 3 years but less than 4 years 60% 4 years but less than 5 years 80% 5 years or more 100% 4.4 Forfeitures. If a Participant (a) receives a distribution from the Plan ----------- (other than the annual distribution described in Section 5.1 or a hardship distribution described in Section 5.6) of the vested 5 portion of his Accrued Benefit or (b) receives a payment from the Employer following his termination of employment pursuant to a Change in Control agreement equal to the value of the nonvested portion of his Accrued Benefit (without regard to whether the vested portion of his Accrued Benefit is distributed to him at such time), that portion of his Accrued Benefit which is not vested at such time shall be forfeited, and shall not be restored in the event the Participant should return to employment covered by the Plan. If such nonvested amounts are held in the Trust, they will either be used to pay expenses of the Plan or to offset the Employer's obligation to make Employer Matching Contributions for other Participants. 4.5 Participant Directed Investment Options. Each Participant shall have the --------------------------------------- opportunity to designate the benchmark(s) by which his Accrued Benefit will be credited or debited to reflect deemed investment gain or loss, by selecting among the investment options designated by the Committee from time to time in multiples of ten percent (10%). The Participant may make changes to such investment options, both as to the investment benchmark(s) for new contributions and/or to change prospectively the investment benchmark(s) for amount already credited to his Deferred Contribution and Employer Matching Contribution Accounts, by making elections in accordance with procedures adopted by the Committee for this purpose. Such changes may be made on a monthly basis throughout the Plan Year (or more frequently to the extent the Committee so permits), such changes to be effective as of the first day of the calendar month following the date notice of the desired change is received by the Committee or its delegate for this purpose (or otherwise as may be provided for by the Committee). 4.6 Statement of Account. The Committee shall submit to each Participant, as -------------------- soon as practicable after each Valuation Date and at such other time as determined by the Committee, a statement setting forth the balance to the credit of the Accrued Benefit maintained for a Participant. ARTICLE V PLAN BENEFITS ------------- 5.1 Annual Distribution. The Employer shall pay the Distributable Amount to ------------------- each Participant by March 15 of the following Plan Year, unless the Participant has elected pursuant to a properly executed salary reduction agreement to contribute some or all of such Distributable Amount to the 401(k) Plan. In the event that a Participant has properly executed such a salary reduction agreement, the appropriate portion of the Distributable Amount and the corresponding Employer Matching Contribution (exclusive of earnings) shall be paid to the 401(k) Plan. 5.2 Termination Benefits. The Employer shall pay a Plan Benefit equal to the -------------------- amount of the Participant's vested Accrued Benefit to each Participant upon Termination of Service. 5.3 Retirement Benefits. The Employer shall pay a Plan Benefit equal to the ------------------- amount of the Participant's Accrued Benefit to each participant who separates from service on account of Disability, Normal, or Late Retirement. 6 5.4 Death Benefits. Upon the death of a Participant, the Employer shall pay -------------- to the Participant's Beneficiary an amount determined as follows: (a) If the Participant dies after separation from employment with the Employer, the amount payable shall be equal to the remaining unpaid balance of the Participant's Accrued Benefit. (b) If the Participant dies prior to separation from employment with the Employer, the amount payable shall be the Participant's Accrued Benefit at the time death occurs. 5.5 Valuation of Accrued Benefit for Distributions. For purposes of making ---------------------------------------------- distributions, Plan Benefits shall be valued as of the Valuation Date immediately following the date as of which a Participant becomes eligible for a Plan Benefit unless the Committee, in its sole discretion, decides otherwise. 5.6 Hardship Distributions. Upon a finding that a Participant has suffered a ---------------------- financial hardship, the Committee may, in its sole discretion, allow distributions from the Participant's vested Accrued Benefit prior to the time specified for payment of benefits under the Plan. The amount of such distribution shall be limited to the amount reasonably necessary to meet the Participant's requirements during the financial hardship. Following a hardship distribution, a Participant's Deferred Compensation Agreement will be canceled and no further Compensation may be deferred for the remainder of the Plan Year. 5.7 Election of Form of Benefit Payment. Plan Benefits shall be paid in one ----------------------------------- of the forms provided in Paragraph 5.8 as elected by the Participant, unless the Committee, in its sole discretion, selects an alternative method. The Participant shall elect the form of benefit payment prior to filing his initial Deferred Compensation Agreement with the Committee. A participant who fails to elect the form of benefit payment shall be deemed to have elected a Plan Benefit in the form of a lump-sum payment. The Participant's form of benefit election shall be irrevocable, unless the Committee, in its sole discretion, decides otherwise. Plan Benefits payable pursuant to paragraph 5.4(a) shall be paid in the same form as prior to the Participant's death, unless the Committee in its sole discretion decides to pay benefits in a lump-sum. 5.8 Form of Benefit Payments. ------------------------ (a) Annual installments over a period not extending beyond the shorter of (i) 10 years or (ii) the Participant's life expectancy or the joint and last survivor expectancy of the Participant and his Beneficiary. Payment shall be determined each year based upon the amount of the Participant's Accrued Benefit as of the prior December 31 and the remaining number of payment periods, or (b) A lump-sum payment. 5.9 Withholding for Payroll Taxes. The Employer shall withhold from Plan ----------------------------- Benefits any income or employment taxes required to be withheld from a Participant's wages. 7 5.10 Commencement of Payments. Payment shall commence as soon as practicable ------------------------ following the end of the Plan Year quarter in which a Participant becomes eligible for a Plan Benefit, unless the Committee, in its sole discretion, decides otherwise. 5.11 Full Payment of Benefits. Notwithstanding any other provision of this ------------------------ Plan, payment of benefits shall commence no later than sixty (60) days following a Participant's Late Retirement date. 5.12 Payment to Guardian. If a Plan Benefit is payable to a minor or a person ------------------- declared incompetent or to a person incapable of handling the disposition of property, the Committee may direct payment of such Plan Benefit to the guardian, legal representative or person having the care and custody of such minor or incompetent person. The Committee may require proof of incompetence, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Plan Benefit. Such distribution shall completely discharge the Committee and the Employer from all liability with respect to such Plan Benefit. 5.13 Discretionary In-Kind Distribution. The Committee may, in its sole ---------------------------------- discretion pursuant to the request of a Participant, direct the Company or the trustee of the Trust to pay that portion of a Participant's Accrued Benefit which is measured by the investment benchmark of C-COR.net Corp. common stock, in the form of shares of C-COR.net Corp. common stock, subject to such restrictions on transfer as the Committee may deem necessary or appropriate to comply with legal requirements. Such payment shall be in full satisfaction of that portion of the Participant's Accrued Benefit represented by such investment benchmark. ARTICLE VI BENEFICIARY DESIGNATION ----------------------- 6.1 Beneficiary Designation. Each Participant shall have the right, at any ----------------------- time, to designate any person, persons, entity or entities as his Beneficiary (both primary and contingent) to whom payment under this Plan shall be paid in the event of death prior to complete distribution of the Participant's Plan Benefit. Each beneficiary designation shall be in a written form prescribed by the Committee and will be effective only when filed with the Committee during the Participant's lifetime. 6.2 Amendments. Any Beneficiary designation may be changed by a Participant ---------- without the consent of any designated Beneficiary by the filing of a new Beneficiary Designation with the Committee. The filing of a new Beneficiary Designation form will cancel all Beneficiary Designations previously filed. 6.3 No Beneficiary Designation. If any Participant fails to designate a -------------------------- Beneficiary in the manner provided above, or if the Beneficiary designated by a deceased Participant predeceases the Participant, the Committee, in its discretion, shall direct the Employer to distribute such Participant's Plan Benefit to the Participant's estate. 6.4 Effect of Payment. Payment to the Beneficiary or payment as provided in ----------------- Section 6.3 above shall completely discharge the Employee's obligations under this Plan. 8 6.5 Death of Beneficiary. Following commencement of payment of Plan Benefits, -------------------- if the Beneficiary designated by a deceased Participant dies before receiving complete distribution of the Plan Benefit, the Committee shall direct the Employer to distribute the balance of such Plan Benefit: (a) As designated by the Beneficiary in a written form prescribed by the Committee which is effective only when filed with the Committee during the Beneficiary's lifetime; or (b) If the Beneficiary shall not have made such designation, then to the Beneficiary's estate. ARTICLE VII ADMINISTRATION -------------- 7.1 Committee. This Plan shall be administered by the Committee. Members of --------- the Committee may be Participants under the Plan. 7.2 Agents. The Committee may appoint an individual to be the Committee's ------ agent with respect to the day-to-day administration of the Plan. In addition, the Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Employer. 7.3 Binding Effect of Decisions. The decision or action of the Committee --------------------------- with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and binding upon all persons having any interest in the Plan. 7.4 Indemnity of Committee. The Employer shall indemnify and hold harmless ---------------------- each of the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan, except in the case of gross negligence or willful misconduct by such members of the Committee. ARTICLE VII CLAIMS PROCEDURE ---------------- 8.1 Claim. Any person claiming a Plan Benefit, requesting an interpretation ----- or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee which shall respond in writing as soon as practicable. 8.2 Denial of Claim. If the claim or request is denied, the written notice --------------- of denial shall be made within ninety (90) days of the date of receipt of such claim or request by the Committee and shall state: 9 (a) The reason for denial, with specific reference to the Plan provisions on which the denial is based. (b) A description of any additional material or information required and an explanation of why it is necessary. (c) An explanation of the Plan's claim review procedure. 8.3 Review of Claim. Any person whose claim or request is denied or who has --------------- not received a response within ninety (90) days may request review by notice given in writing to the Committee within sixty (60) days of receiving a response or one hundred fifty (150) days from the date the claim was received by the Committee. The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing. 8.4 Final Decision. The decision on review shall normally be made within -------------- sixty (60) days after the Committee's receipt of a request for review. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty (120) days after the Committee's receipt of a request for review. The decision shall be in writing and shall state the reasons and relevant Plan provisions. All decisions on review shall be final and bind all parties concerned. ARTICLE IX AMENDMENT, MERGER AND TERMINATION OF PLAN ----------------------------------------- 9.1 Amendment of Plan. The Board may at any time amend the Plan in whole or ----------------- in part, provided, however, that no amendment shall be effective to decrease or restrict any Accrued Benefit maintained pursuant to any existing Deferred Compensation Agreement under the Plan. 9.2 Merger of Plan. The Board may at any time merge the Plan and its related -------------- Trust (if any) into another non-qualified plan maintained by the Employer or any member of the controlled group of corporations as defined in Code Section 1563. 9.3 Termination of Plan. The Board may at any time terminate the Plan with ------------------- respect to new deferral elections or in its entirety if, in its judgment, the tax, accounting, or other effects of the continuance of the Plan or potential payments thereunder would not be in the best interests of the Employer. If the Plan is terminated in its entirety, each Participant shall be 100% vested in the value of their Accrued Benefit. Upon such termination, each participant will receive the value of their Accrued Benefit in the form of a lump-sum payment to be made no later than 120 days following the termination date. 10 ARTICLE X MISCELLANEOUS ------------- 10.1 Unfunded Plan. This Plan is intended to be an unfunded Plan maintained ------------- primarily to provide Deferred Compensation benefits for a select group of management employees or highly compensated employees. This Plan is not intended to create an investment contract, but to provide tax planning opportunities and retirement benefits to Eligible Employees who have elected to participate in the Plan. 10.2 Unsecured General Creditor. Employer's obligation under the Plan shall be -------------------------- merely that of an unfunded and unsecured promise of Employer to pay money in the future. 10.3 Nonassignability. Neither a Participant nor any other person shall have any ---------------- right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and non transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or separation for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or an other person's bankruptcy or insolvency. 10.4 Not a Contract of Employment. The terms and conditions of this Plan shall ---------------------------- not be deemed to constitute a contract of employment between the Employer and the Participant, and the Participant (or the Participant's Beneficiary) shall have no rights against the Employer except as may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Employer or to interfere with the right of the Employer to discipline or discharge the Participant at any time. 10.5 Participant Cooperation. A Participant will cooperate with the Employer by ----------------------- furnishing any and all information requested by the Employer in order to facilitate the payment of benefits hereunder and such other action as may be requested by the Employer. 10.6 Terms. Whenever any words are used herein in the masculine, they shall be ----- construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. 10.7 Captions. The captions of articles, sections and paragraphs of this -------- Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions. 10.8 Governing Law. The provisions of this Plan shall be construed and ------------- interpreted according to the laws of the Commonwealth of Pennsylvania. 11 10.9 Validity. In case any provision of this Plan shall be held illegal or -------- invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein. 10.10 Notice. Any notice or filing required or permitted to be given to the ------ Committee under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to any member of the Committee, the President of the Employer, or the Employer's Statutory Agent. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of three (3) days following the date shown on the postmark or on the receipt for registration or certification. 10.11 Successors. The provisions of this Plan shall bind and inure to the ---------- benefit of the Employer and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Employer, and successors of any such corporation or other business entity. IN WITNESS WHEREOF, and pursuant to resolution of the Board of Directors of the undersigned corporation, such corporation has caused this instrument to be executed by its duly authorized officer effective as of May 1, 1996. C-COR.net Corp. By: /s/ Chris A. Miller ---------------------- Chris A. Miller Vice President Finance 12 EX-5 4 0004.txt OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP Exhibit 5 --------- November 13, 2000 C-COR.net Corp. 60 Decibel Road State College, PA 16801 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: We have acted as special counsel to C-COR.net Corp. (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of $5,000,000 of the Company's obligations (the "Obligations") pursuant to the C-COR.net Corp. Supplemental Executive Retirement Plan, as amended and restated (the "Plan") and 25,000 shares of common stock of the Company, par value $.05 per share (the "Shares"), that may be issued to participants pursuant to the terms of the Plan from time to time. In rendering our opinion, we have reviewed originals, or copies certified or otherwise identified to our satisfaction, of the Plan and such certificates, documents, corporate records and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below (the "Documents"). In giving the opinion set forth below, we have assumed the following: 1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so. 2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so. 3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party's obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms. 4. Any Documents submitted to us as originals are authentic. The form and content of any Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. Any Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. There has been no subsequent oral or written modification of or amendment to any of the Documents, by action or omission of the parties or otherwise. 5. The Shares will continue to be duly and validly authorized on the dates the Shares are issued to participants pursuant to the terms of Plan. 6. Upon issuance of any of the Shares, the total number of shares of Company common stock issued and outstanding will not exceed the total number of shares of common stock that the Company is then authorized to issue. 7. On the date the Obligations are created pursuant to the terms of the Plan, the Obligations will constitute the legal and binding obligations of the Company and will (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors' rights generally) be enforceable against the Company in accordance with their terms. 8. No change occurs after the date hereof in applicable law or the pertinent facts. 9. The provisions of the applicable "blue sky" and other state securities laws have been complied with to the extent required. Based on the foregoing, we are of the opinion that: (i) the Obligations created pursuant to the Plan will be legal and binding obligations of the Company, (ii) the Shares, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable, and (iii) the Plan is in compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 being filed with respect to the offering of the Shares. This opinion is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein. We do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP EX-23.1 5 0005.txt CONSENT OF KPMG LLP Exhibit 23.1 ------------ Consent of Independent Accountants The Board of Directors C-COR.net Corp.: We consent to the incorporation by reference herein of our reports dated August 11, 2000, with respect to the consolidated balance sheets of C-COR.net Corp. as of June 30, 2000 and June 25, 1999, and the related consolidated statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended June 30, 2000, and the related financial statement schedule, which reports appear in the annual report on Form 10-K of C-COR.net Corp. for the fiscal year ended June 30, 2000. /s/ KPMG LLP Philadelphia, Pennsylvania November 13, 2000 -----END PRIVACY-ENHANCED MESSAGE-----