S-8

As filed with the Securities and Exchange Commission on May 20, 2010

Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TEKELEC

(Exact name of registrant as specified in its charter)

California	95-2746131
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5200 Paramount Parkway Morrisville, North Carolina	27560
(Address of Principal Executive Offices)	(Zip Code)

Restricted Stock Unit Award Agreements
(Full title of the plan)

Stuart H. Kupinsky, Esq.
Senior Vice President, Corporate Affairs and General Counsel
Tekelec
5200 Paramount Parkway
Morrisville, North Carolina 27560
(919) 460-5500
(Name, address and telephone number of agent for service)

Copy to:

Katherine F. Ashton, Esq.
Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, California 90401

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

			Proposed
Title of	Amount	Proposed	Maximum
Securities	of Shares	Maximum	Aggregate	Amount of
to be	to be	Offering Price	Offering	Registration
Registered	Registered	per Share	Price	Fee
Common Stock, without par value	229,947(1)(2)	$14.81(3)	$3,405,515.07(3)	$	242.82

(1)	Represents shares issuable upon vesting of restricted stock units (the “RSUs”) awarded or to be awarded by the Registrant.
(2)	This Registration Statement also covers such additional shares of Common Stock of the Registrant as may be issuable pursuant to the anti-dilution provisions of the award agreements evidencing the RSUs. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the RSU award agreements by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
(3)	Estimated pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the amount of the registration fee on the basis of the average of the high and low reported sale prices of a share of the Registrant’s Common Stock on May 19, 2010, as reported on the Nasdaq Global Select Market.

PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Items 1 and 2 of Part I of Form S-8 will be sent or given to plan participants as specified in Rule 428(b)(1) under the Securities Act. In accordance with the instructions to Part I, those documents are not filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement or a prospectus under Rule 424 of the Securities Act.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents and information previously filed with the Commission are hereby incorporated by reference:

          Item 3(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the Commission on February 25, 2010.

          Item 3(b)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, as filed with the Commission on May 6, 2010.

The Registrant’s Current Reports on Form 8-K (“Form 8-K”) as filed with the Commission on February 11, 2010, March 2, 2010, March 4, 2010, April 29, 2010, May 6, 2010, and May 7, 2010; provided, however, that with respect to the Current Reports on Form 8-K filed with the Commission on February 11, 2010 and May 6, 2010, information and exhibits furnished under Items 2.02 and 9.01 of Form 8-K are not incorporated herein.

          Item 3(c)

Item 1 of the Registrant’s Registration Statement on Form 8-A (Registration No. 0-15135) filed with the Commission on November 12, 1986, pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents.

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Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

          Section 317 of the California General Corporation Law provides that a corporation may indemnify corporate “agents” (including directors, officers and employees of the corporation) against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with defending non-derivative actions if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful, and against expenses actually and reasonably incurred in connection with defending derivative actions if such person acted in good faith and in a manner such person believed to be in the best interests of the corporation and its shareholders. Indemnification is obligatory to the extent that an agent of a corporation has been successful on the merits in defense of any such proceeding against such agent, but otherwise may be made only upon a determination in each instance either by a majority vote of a quorum of the Board of Directors (other than directors involved in such proceeding), by independent legal counsel if such a quorum of directors is not obtainable, by the shareholders (other than shareholders to be indemnified), or by the court, that indemnification is proper because the agent has met the applicable statutory standards of conduct. Corporations may also advance expenses incurred in defending proceedings against corporate agents, upon receipt of an undertaking that the agent will reimburse the corporation unless it is ultimately determined that the agent is entitled to be indemnified against expenses reasonably incurred.

          The indemnification provided by Section 317 of the California General Corporation Law is not deemed to be exclusive of any other rights to which agents of a corporation seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights are authorized in the articles of the corporation. Article V of the Registrant’s Amended and Restated Articles of Incorporation authorizes the Registrant to provide for indemnification of its agents for breach of duty to the Registrant and its shareholders, through bylaw provisions or through agreements with such agents, or both, in excess of the indemnification otherwise permitted by Section 317, subject to the limits on such excess indemnification set forth in Section 204 of the California General Corporation Law.

          Article VI of the Registrant’s Amended and Restated Bylaws, as amended (the “Amended and Restated Bylaws”), provides for the mandatory indemnification of all directors and executive officers of the Registrant to the maximum extent and in the manner permitted by Section 317. Additionally, the Registrant has entered into indemnification agreements with its directors and executive officers under which the Registrant has undertaken to indemnify each such director or executive officer to the fullest extent permitted by its Amended and Restated Articles of

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Incorporation, Amended and Restated Bylaws and applicable law against all expenses, liability and loss (which are not paid by insurance or otherwise by the Registrant) reasonably incurred or suffered by such agent in connection with the defense of any action or proceeding to which the agent was or is a party or is threatened to be made a party by reason of conduct in his capacity as an officer or director, or in which the agent is or may be involved by reason of the fact that he is or was serving as an officer or director of the Registrant. These indemnification agreements do not require the Registrant to:

• indemnify any director or executive officer where such indemnification for any acts or omissions or transactions would be in violation of the California General Corporation Law or other applicable law, including without limitation imdemnification for breach of duty to the corporation or its shareholders under circumstances in which such indemnity would be expressly prohibited by Section 317 of the California General Corporation Law;

• indemnify or advance expenses to any director or executive officer with respect to claims voluntarily initiated by such director or executive officer and not by way of defense, other than with respect to claims brought in order to enforce the indemnification agreement itself or a right under Section 317 of the California General Corporation Law, or other applicable law, unless such claim has been approved by the Registrant;

• indemnify any director or executive officer for any expenses incurred with respect to claims brought to enforce the indemnification agreement itself or a right under Section 317 of the California General Corporation Law, or other applicable law, which claim was determined by a court of competent jurisdiction to be frivolous or not in good faith;

• indemnify any director or executive officer for any expenses for which such director or executive officer has otherwise received payment pursuant to a liability insurance policy, the Registrant’s Amended and Restated Articles of Incorporation or Amended and Restated Bylaws, any applicable provisions of the California General Corporation Law, or any other agreement; or

• indemnify any director or executive officer for expenses or profits arising from the purchase and sale by such director or executive officer of securities in violation of Section 16(b) of the Exchange Act.

          The Registrant also maintains on behalf of its directors and officers insurance protection against certain liabilities arising out of the discharge of their duties.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

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Item 8. Exhibits.

Exhibit
Number
4.1	Form of Restricted Stock Unit Award Agreement (Service-Based)
4.2	Form of Restricted Stock Unit Award Agreement (Performance-Based and Service-Based)
5.1	Opinion of Bryan Cave LLP
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1	Power of Attorney (see page 6 of this Registration Statement)

Item 9. Undertakings.

     (a) The undersigned Registrant 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; provided, however, that 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 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

               (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant 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

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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.

          (4) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to the registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

     (b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’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 Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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.

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SIGNATURES

     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 City of Morrisville, State of North Carolina, on May 20, 2010.

TEKELEC
By:	/s/ Franco Plastina
	Franco Plastina
	President and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Franco Plastina and Stuart H. Kupinsky, or either of them, his attorneys-in-fact and agents, each with full power of substitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including, without limitation, post-effective amendments and documents in connection therewith) to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do so and perform each and every act and thing requisite and necessary to be done in connection with this Registration Statement, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that either of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     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/ Mark A. Floyd           Mark A. Floyd	Chairman of the Board and Director	May 20, 2010
/s/ Franco Plastina           Franco Plastina	President and Chief Executive Officer and Director	May 20, 2010
/s/ Ronald W. Buckly           Ronald W. Buckly	Director	May 20, 2010
/s/ Hubert de Pesquidoux            Hubert de Pesquidoux	Director	May 20, 2010

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Signature	Title	Date
/s/ David R. Laube           David R. Laube	Director	May 20, 2010
/s/ Carol G. Mills           Carol G. Mills	Director	May 20, 2010
/s/ Krish A. Prabhu           Krish A. Prabhu	Director	May 20, 2010
/s/ Michael P. Ressner           Michael P. Ressner	Director	May 20, 2010
/s/ Gregory S. Rush           Gregory S. Rush	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	May 20, 2010

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INDEX TO EXHIBITS

Exhibit
Number	Exhibit
4.1	Form of Restricted Stock Unit Award Agreement (Service-Based)
4.2	Form of Restricted Stock Unit Award Agreement (Performance-Based and Service-Based)
5.1	Opinion of Bryan Cave LLP
23.1	Consent of PricewaterhouseCoopers LLP

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EX-4.1

Exhibit 4.1

Restricted Stock Unit Award Agreement

This Restricted Stock Unit Award Agreement (this “Award Agreement”) represents the agreement by Tekelec (“Tekelec” or the “Company”) to grant to you (the “Employee”) a Restricted Stock Unit Award on the terms and conditions set out below in connection with Tekelec’s proposed acquisition of your employer,                                          (the “Employer”). This Restricted Stock Unit Award is being made as an inducement to you to continue your employment with the Employer and to thereby become a member of the Tekelec group of companies upon Tekelec’s acquisition of your Employer.

Name:
Employee ID #:
Effective Date of Grant:	The grant of Restricted Stock Units under this Award Agreement shall become automatically effective on the date on which Tekelec completes the acquisition of your Employer, provided you are an employee of the Company (or any of its affiliates, including your Employer) on the date of the acquisition. The date of grant is referred to in this Award Agreement as the “Grant Date.”
Number of Restricted Stock Units:
Nature of Restricted Stock Units:	Each Restricted Stock Unit represents the right to receive one share (“Share”) of Tekelec Common Stock, without par value (“Common Stock”), to be issued and delivered at the end of the applicable vesting period, subject to the risk of cancellation as described in the Terms and Conditions attached hereto.
Vesting Schedule:	The Restricted Stock Units will vest in four equal annual installments vesting on the anniversary of the Grant Date in each of 2011, 2012, 2013 and 2014, provided that with respect to each such vesting of an installment you remain an employee of the Company (or any of its affiliates, including the Employer) from the Grant Date through the vesting date. Upon vesting, the Shares represented by vested RSUs will be automatically issued and delivered on (or as soon as practicable after) each vesting date.
Forfeiture:	If you cease to serve as an employee of the Company (or any of its affiliates, including the Employer) for any reason, whether or not your employment is terminated with or without cause, by resignation or as a result of death or disability, any Restricted Stock Units which are not vested as of the date of such termination shall not vest and shall automatically be cancelled and forfeited for no value and without any issuance of Shares.
Taxes:	Payment of the applicable taxes in connection with the vesting of Restricted Stock Units must be made by check or in such other manner as is permitted or required by the Company at the time of vesting (see Section 6(c) of the Restricted Stock Unit Terms and Conditions attached hereto).

By signing below, you accept the grant of this Restricted Stock Unit Award and agree that this award is subject in all respects to this Restricted Stock Unit Award Agreement and the Restricted Stock Unit Terms and Conditions attached hereto. You further acknowledge and agree that (i) you have carefully reviewed this Restricted Stock Unit Award Agreement (including the Restricted Stock Unit Terms and Conditions attached hereto) and (ii) this Restricted Stock Unit Award Agreement sets forth the entire understanding between you and the Company regarding this Restricted Stock Unit Award and supersedes all prior or contemporaneous oral and written agreements with respect thereto.

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[Tekelec and you expressly request that this Agreement be drafted in English. Tekelec et vous-même avez expressément requis que cette entente soit rédigée en anglais]

TEKELEC
By:		, 2010
	Date
Print Name:
Title:
		, 2010
Employee	Date

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Restricted Stock Unit Award Agreement
Restricted Stock Unit Terms and Conditions

The following Restricted Stock Unit Terms and Conditions apply to the Restricted Stock Unit Award granted by Tekelec, a California corporation (“Tekelec” or the “Company”), to the Employee whose name appears on the Restricted Stock Unit Award Agreement cover page to which these Restricted Stock Unit Terms and Conditions are attached.

1. Grant.

(a)

A Restricted Stock Unit is a bookkeeping entry that represents the right to receive one Share to be issued and delivered at the end of the applicable vesting period, subject to a risk of cancellation and to the other terms and conditions set forth in the Restricted Stock Unit Award Agreement, including these Restricted Stock Unit Terms and Conditions (together, this “Award Agreement”), and subject to any additional restrictions and other terms and conditions established by the Company.

(b)

The Company shall establish and maintain accounts for the Employee in which the Company shall record Restricted Stock Units and the transactions and events affecting such units. Restricted Stock Units and other items reflected in the account will represent only bookkeeping entries by the Company to evidence the Company’s unfunded obligations.

2. Vesting of Restricted Stock Units Awards.

(a)	Upon each vesting date for the Restricted Stock Unit Award (each, a “Vesting Date”), one Share of Common Stock shall be issuable for each Restricted Stock Unit that vests on such date, subject to the terms and provision of this Award Agreement. Following vesting, the Company will issue and transfer such Shares to the Employee as soon as administratively feasible following satisfaction of any required withholding tax obligations as provided in Section 6 below. Notwithstanding anything to the contrary set forth herein, delivery of Shares pursuant to a Restricted Stock Unit Award shall be made no later than 2-1/2 months after the close of Tekelec’s first taxable year in which such Shares are no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code).
(b)	To the extent the Restricted Stock Units vest and Shares are issued and delivered to the Employee, such Shares will be free of the terms and conditions of this Award Agreement.
(c)	No rights of a shareholder shall exist with respect to the Restricted Stock Units as a result of the mere grant of the Restricted Stock Units. Such rights shall exist only after the issuance of Shares following the applicable Vesting Date.

3. Delivery of Shares upon Vesting of Restricted Stock Units. Restricted Stock Units (if not previously forfeited) will automatically be settled on or about the Vesting Dates set forth on the cover pages of this Restricted Stock Unit Award Agreement, provided that the Employee remains employed by the Company (or any of its affiliates) through the applicable Vesting Date. The Company may make delivery of Shares upon vesting of Restricted Stock Units either by (i) delivering one or more stock certificates representing such Shares to the Employee, registered in the name of the Employee, or (ii) depositing such Shares into an account maintained for the Employee and established in connection with any Company plan or arrangement providing for investment in Common Stock of the Company, including without limitation any on-line securities account maintained by the Employee with E*TRADE Securities LLC (any such provider of on-line securities accounts being hereinafter referred to as “E*TRADE”) as an employee of Tekelec (or any of its affiliates). All certificates for Shares and all Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any stock exchange or quotation system upon which the Shares are then listed or quoted, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any such certificates (or other appropriate restrictions and/or notations to be associated with any accounts in which such Shares are held) to make appropriate reference to such restrictions. Notwithstanding anything to the contrary set forth herein, delivery of Shares pursuant to a

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Restricted Stock Unit shall be made no later than 2-1/2 months after the close of the Company’s first taxable year in which such Shares are no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code).

4.	Waiver of Forfeiture. The Company may, when it finds that a waiver would be in the best interests of the Company and subject to such terms and conditions as it deems appropriate in its sole discretion, waive in whole or in part any remaining vesting restrictions with respect to this Restricted Stock Unit Award or any other conditions set forth in this Award Agreement.
5.	Rights of the Employee. Unless the Company otherwise provides, the Employee shall have no rights as a shareholder of the Company with respect to the Restricted Stock Units. The Company may, in its discretion, establish procedures pursuant to which its payment of any Restricted Stock Unit may be deferred in a manner that would not trigger the adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
6.	Taxes.

(a)	Responsibility of the Employee. The Employee is responsible for any taxes, including for greater certainty any and all applicable withholdings at source including for social security, federal or provincial pension plans, employment insurance, unemployment insurance, health insurance, workers compensation, occupational health and safety, required to be withheld under federal, state, provincial, foreign or local law in connection with: (i) the vesting of the Restricted Stock Unit Award and the issuance and delivery of Shares to the Employee, or (iii) any other event occurring pursuant to this Award Agreement (collectively, “Taxes”).
(b)	Payment in Cash. The Employee may elect to pay to the Company an amount sufficient to cover such Taxes by delivering to the Company a check or by such other means as the Company may establish or permit.
(c)	Cashless Exercise. If permitted by the Company at the time of vesting and subject to the Employee’s compliance with the Company’s securities trading policy (as in effect from time to time), the Employee may elect to pay the Company his or her obligations for the payment of such Taxes through a special sale and remittance procedure commonly referred to as a “cashless exercise” or “sell to cover” transaction pursuant to which the Employee (or any other person(s) entitled to receive the Shares upon vesting) shall concurrently provide irrevocable written instructions:

(i)	to E*TRADE (through the Employee’s on-line account) to effect the immediate sale of a sufficient number of the Shares acquired upon the vesting of the Restricted Stock Units to enable E*TRADE to remit, out of the sales proceeds available upon the settlement date, sufficient funds to Tekelec to cover all applicable Taxes required to be withheld by Tekelec by reason of such vesting and/or sale; and
(ii)	to Tekelec to deliver any certificate(s) or other evidence of ownership for such sold Shares directly to E*TRADE in order to complete the sale transaction.

(d) Payment by Withholding of Shares. If permitted or required by the Company at the time of vesting, the Company may retain that number of whole Shares which would otherwise be deliverable in connection with the Restricted Stock Unit Award upon vesting and which have a Fair Market Value sufficient to satisfy the amount of the Taxes required to be withheld. For purposes of this Award Agreement, the term “Fair Market Value” shall mean, with respect to Shares, the fair market value per Share on the date of determination as determined by the Board of Directors (“Board”) or its designated committee (“Committee”) in its sole discretion, exercised in good faith; provided, however, that where there is a public market for the Common Stock, the fair market value per Share shall be the average of the closing bid and asked prices of the Common Stock on the date of determination (or, if there are no such prices for such date, on the first preceding day on which there were such reported prices) as reported by The Wall Street Journal or as reported in such other manner as the Compensation Committee of the Company’s Board of Directors (the “Committee”) deems reliable and consistent with the requirements of Code Section 409A, or, in the event the Common Stock is listed on a stock exchange, the fair market value per Share shall be the closing sales price on such exchange on the date of determination (or, if there are no sales on

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such date, on the first preceding day on which there were reported sales), as reported by The Wall Street Journal or as reported in such other manner as the Committee deems reliable and consistent with the requirements of Code Section 409A.

(e) Company Rights. Any election by the Employee pursuant to this Section 6 above shall be made in writing on such form or electronically in such manner (including without limitation through the Employee’s on-line E*TRADE account) as shall be prescribed by the Company for such purpose. The Company also reserves the right to withhold Taxes, in accordance with any applicable law, from any compensation or other amounts payable to the Employee and/or (ii) the Shares otherwise issuable to the Employee.

7.	Termination of Employment. If the Employee ceases to serve as an employee of the Company for any reason and his or her Continuous Status as an Employee is terminated, whether or not your employment is terminated with or without cause, by resignation or as a result of death or disability, the Employee’s Restricted Stock Units which are not vested as of the date of such termination shall not vest and shall automatically be cancelled and forfeited for no value and without any issuance of Shares. For this purpose, the term “Continuous Status as an Employee” shall mean the absence of any interruption or termination of employment by or service to the Company. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Committee or in the case of transfers between locations of the Company. Notwithstanding the foregoing, the determination of whether a termination of employment or service has occurred shall be made in a manner consistent with Section 409A of the Code, to the extent necessary to avoid the adverse tax consequences thereunder.
8.	Nontransferability of Restricted Stock Units. This Restricted Stock Unit Award may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner either voluntarily or involuntarily by operation of law, other than transfers between spouses incident to a divorce. Subject to the foregoing, the terms of this Restricted Stock Unit Award shall be binding upon the executors, administrators, heirs, successors and assigns of the Employee. The Shares issued upon vesting of the Restricted Stock Unit Award will not be subject to restrictions on transfer under this Section 8.
9.	No Dividend Equivalents. The Employee shall not be entitled to receive, currently or on a deferred basis, any payments (“Dividend Equivalents”) equivalent to cash, stock or other property paid by the Company as dividends on the Company’s Common Stock prior to the vesting of the Restricted Stock Units.
10.	Adjustment upon Change in Corporate Structure.

(a)

Subject to any required action by the shareholders of the Company, the number and type of shares covered by any outstanding Restricted Stock Units granted hereunder shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split or combination or the payment of a stock dividend (but only on the Company’s Common Stock) or reclassification of the Common Stock or any other increase or decrease in the number of issued shares effected without receipt of consideration by the Company (other than stock awards to employees, consultants and/or directors); provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been effected without the receipt of consideration. Any such adjustment shall be determined in good faith by the Company in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Award Agreement, and the Company’s determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or Restricted Stock Units subject to this Award Agreement.

(b)

In the event of the proposed dissolution or liquidation of the Company, or in the event of a proposed sale of all or substantially all of the assets of the Company (other than in the ordinary course of business), or the merger or consolidation of the Company with or into another corporation, as a result of which the Company is not the surviving and controlling corporation, the Board shall, to the extent such action would not trigger the adverse tax consequences under Code Section 409A, (i) make provision for the assumption of outstanding Restricted Stock Units by the successor corporation, (ii) accelerate the vesting of Restricted Stock Units, or (iii) cause any Restricted Stock Unit outstanding as of the effective date of any such event to be cancelled in consideration of a

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cash payment or grant of an alternative award (whether by the Company or any entity that is a party to the transaction), or a combination thereof, to the holder of the cancelled award, provided that such payment and/or grant are substantially equivalent in value to the fair market value of the cancelled award as determined by the Company.

(c) No fractional shares of Common Stock shall be issuable on account of any action aforesaid, and the aggregate number of shares subject to the Restricted Stock Unit Award, when changed as the result of such action, shall be reduced to the largest number of whole shares resulting from such action.

11. No Enlargement of Rights.

(a)

This Restricted Stock Unit Award shall not confer upon the Employee any right to continue in the employment of the Company or limit in any respect the right of the Company to discharge the Employee at any time, with or without cause and with or without notice. Neither this Award Agreement nor any other action taken pursuant to the Award Agreement shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain the Employee as an employee for any period of time, or at any particular rate of compensation.

(b)

The Employee shall have with respect to the Restricted Stock Unit Award only such rights and interests as are expressly provided herein, subject, however, to all applicable provisions of the Company’s Articles of Incorporation, as the same may be amended from time to time.

12. Miscellaneous.

(a)	Successors and Assigns. This Restricted Stock Unit Award Agreement shall bind and inure only to the benefit of the parties to this Restricted Stock Unit Award Agreement (the “Parties”) and their respective permitted successors and assigns.
(b)	No Third-Party Beneficiaries. Nothing in this Restricted Stock Unit Award Agreement is intended to confer any rights or remedies on any persons other than the Parties and their respective permitted successors or assigns. Nothing in this Restricted Stock Unit Award Agreement is intended to relieve or discharge the obligation or liability of third persons to any Party. No provision of this Restricted Stock Unit Award Agreement shall give any third person any right of subrogation or action over or against any Party.
(c)	Amendments.

(i)	The Company reserves the right to amend the terms and provisions of this Restricted Stock Unit Award without the Employee’s consent to comply with any federal or state securities law.
(ii)	Except as specifically provided in subsection (i) above, this Restricted Stock Unit Award Agreement shall not be changed or modified, in whole or in part, except by supplemental agreement signed by the Parties. Either Party may waive compliance by the other Party with any of the covenants or conditions of this Restricted Stock Unit Award Agreement, but no waiver shall be binding unless executed in writing by the Party making the waiver. No waiver or any provision of this Restricted Stock Unit Award Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Any consent under this Restricted Stock Unit Award Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing.
(iii)	It is intended that the Restricted Stock Units shall not be subject to any interest or additional tax under Section 409A of the Code. In the event Code Section 409A is amended after the date hereof, or regulations or other guidance are promulgated after the date hereof that would make a Restricted Stock Unit subject to the provisions of Code Section 409A, then the terms and conditions of this Award

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Agreement shall be interpreted and applied, to the extent possible, in a manner to avoid the imposition of the provisions of Code Section 409A.

(d)	Unfunded Status of the Arrangement This Award Agreement is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to the Employee by the Company, nothing contained herein shall give the Employee any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Company may authorize the creation of trusts or other arrangements to meet the obligations created under the Award Agreement to deliver the Shares or payments in lieu of or with respect to the Restricted Stock Units; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the arrangement.
(e)	Governing Law. To the extent that federal laws do not otherwise control, this Restricted Stock Unit Agreement and all determinations made or actions taken pursuant hereto shall be governed by the laws of the State of California, without regard to the conflict of laws rules thereof.
(f)	Severability. If any provision of this Restricted Stock Unit Award Agreement or the application of such provision to any person or circumstances is held invalid or unenforceable, the remainder of this Restricted Stock Unit Award Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby.
(g)	Other Plans. Nothing contained in this Award Agreement shall prohibit the Company from establishing additional incentive compensation arrangements with the Employee.
(h)	Notice. Any notice to be given to the Company pursuant to the provisions of the Award Agreement shall be addressed to the Company in care of its Secretary (or such other person as the Company may designate from time to time) at its principal office, and any notice to be given to the Employee shall be delivered personally or addressed to him or her at the address on file with the Company, or at such other address as the Employee or his or her transferee (upon any permitted transfer) may hereafter designate in writing to the Company. Any such notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, registered or certified, and deposited, postage and registry or certification fee prepaid, in a post office or branch post office regularly maintained by the United States Postal Service. It shall be the obligation of the Participant holding Shares issued pursuant to this Award Agreement hereunder to provide the Secretary of the Company, by letter mailed as provided hereinabove, with written notice of his or her direct mailing address.
(i)	[Language: Tekelec and you expressly request that this Agreement be drafted in English. Tekelec et vous-même avez expressément requis que cette entente soit rédigée en anglais.]

* * * *

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EX-4.2

Exhibit 4.2

Restricted Stock Unit Award Agreement

This Restricted Stock Unit Award Agreement (this “Award Agreement”) represents the agreement by Tekelec (“Tekelec” or the “Company”) to grant to you (the “Employee”) a Restricted Stock Unit Award on the terms and conditions set out below in connection with Tekelec’s proposed acquisition of your employer, Blueslice Networks, Inc. (the “Employer”). This Restricted Stock Unit Award is being made as an inducement to you to continue your employment with the Employer and to thereby become a member of the Tekelec group of companies on the date of Tekelec’s acquisition of your Employer (the “Acquisition Date”).

1. Name:
2. Employee ID #:
3. Effective Date of Grant:	The grant of Restricted Stock Units under this Award Agreement shall become automatically effective following the closing of trading on The Nasdaq Stock Market LLC on the third business day following the Acquisition Date, provided you are employed by the Company (or any of its affiliates, including the Employer) on such third business day. The date of grant is referred to in this Award Agreement as the “Grant Date.” If the Grant Date does not occur on or before May 31, 2010, then as of such date this Award Agreement shall be null and void and of no further force or effect.
4. Number of Restricted Stock Units:	On the Grant Date, you will be automatically granted a number of Restricted Stock Units equal to (i) U.S.$[                    ] divided by (ii) the closing sales price on the Grant Date of one share of Tekelec Common Stock as reported on the Nasdaq Global Select Market, as such quotient is rounded down to the nearest whole number of shares. For example, if the Start Date is May 6, 2010, then the Grant Date will be May 11, 2010, and the closing sales price for purposes of the foregoing formula will be the closing sales price on May 11, 2010.
5. Nature of Restricted Stock Units:	Each Restricted Stock Unit (sometimes referred to herein as an “RSU”) represents the right, to the extent the RSUs are earned and become eligible for vesting, to receive one share of Tekelec Common Stock (a “Share”) to be issued and delivered at the end of the applicable vesting periods, subject to the risk of cancellation and forfeiture as described in this Award Agreement.
6. Milestones:	For purposes of the RSUs, the Company has established for the Employee the performance milestones set forth on Exhibit A attached hereto (collectively, the “Milestones”). The parties may mutually agree in writing to modify the Milestones in response to a change in the business plan or goals of the Company.
7. Earning of RSUs and Eligibility for Vesting:	Subject to the provisions of Section 10 (“Forfeiture; Termination of Employment”) below and of the Restricted Stock Unit Award Agreement Terms and Conditions attached hereto: (a) If the Employee achieves all, but not less than all, of the Milestones on or prior to the ___year anniversary of the Grant Date, then the RSUs will become eligible for vesting as set forth below in Section 9 (“Vesting Schedule”), provided you remain an employee of the Company (or any of its affiliates, including the Employer) from the Grant Date through the date of the Notice of Achievement of Milestones (as defined below), if any.

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	(b) If the Employee does not achieve all of the Milestones on or before the ___year anniversary of the Grant Date, then on such date the RSUs will automatically be forfeited in their entirety and will not become earned and eligible for vesting.
8. Notice of Achievement of Milestones:	The Company’s President and Chief Executive Officer will determine whether the Milestones have been achieved and will provide written notice following any determination that the Employee has achieved all of the Milestones. Any such notice is referred to as a “Notice of Achievement of Milestones.”
9. Vesting Schedule:	Subject to Section 10 below (“Forfeiture; Termination of Employment”) and to the Restricted Stock Unit Award Terms and Conditions attached hereto, to the extent that the RSUs become earned and eligible for vesting as provided in Section 7 above, 25% of the RSUs will vest on the date of the Notice of Achievement of Milestones and 25% will vest on each of the first three anniversaries of such date, provided you remain an employee of the Company (or any of its affiliates, including the Employer) from the Grant Date through the applicable vesting date. The Shares represented by the vested RSUs will be automatically issued and delivered on (or as soon as practicable after) each vesting date.
10. Forfeiture; Termination of Employment:	Forfeiture. As indicated above in Section 7 (“Earning of RSUs; Eligibility for Vesting”) and subject to the limited exception set forth below, if you do not achieve all of the Milestones on or prior to the ___year anniversary of the Grant Date, the RSUs will automatically be forfeited in their entirety and will not become earned and eligible for vesting.
	Termination without Cause. If your employment is terminated by the Company without “Cause” (as defined in Exhibit  B attached hereto), then (i) to the extent the RSUs are unearned as of the date of such termination, the RSUs shall automatically be deemed earned as of the date of termination, which date of termination shall be deemed the date of the “Notice of Achievement of Milestones” for purposes of the Vesting Schedule set forth in Section 9 (“Vesting Schedule”) above, and the RSUs shall vest in accordance with this Award Agreement or (ii) to the extent the RSUs are earned but not fully vested as of the date of such termination, the RSUs will continue to vest as though no termination of employment had occurred.
	All Other Terminations. If your employment with the Company (or any of its affiliates, including the Employer) is terminated under any circumstances other than a termination by the Company (or any of its , including the Employer) without Cause, including without limitation any termination of employment resulting from the Employee’s resignation or from the termination of his or her employment by the Company (or any of its affiliates, including the Employer) for Cause, then any RSUs which are not earned and vested as of the date of such termination of employment shall not be earned, shall not vest and shall automatically be cancelled and forfeited for no value and without any issuance of Shares.
11. Taxes:	Payment of the applicable taxes in connection with the vesting of Restricted Stock Units must be made by check or in such other manner as is permitted or required by the Company at the time of vesting (see Section 6(c) of the Restricted Stock Unit Terms and Conditions attached hereto).

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By signing below, you accept the grant of this Restricted Stock Unit Award and agree that this award is subject in all respects to this Restricted Stock Unit Award Agreement and the Restricted Stock Unit Award Terms and Conditions attached hereto. You further acknowledge and agree that (i) you have carefully reviewed this Restricted Stock Unit Award Agreement (including the Restricted Stock Unit Terms and Conditions attached hereto) and (ii) this Restricted Stock Unit Award Agreement sets forth the entire understanding between you and the Company regarding this Restricted Stock Unit Award and supersedes all prior or contemporaneous oral and written agreements with respect thereto.

Tekelec and you expressly request that this Agreement be drafted in English. Tekelec et vous-même avez expressément requis que cette entente soit rédigée en anglais.

TEKELEC
By:	, 2010
	Date
Print Name:
Title:
	, 2010
Employee	Date

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Exhibit A

[Milestones to be added]

Exhibit B

Cause Definition

     For purposes of this Award Agreement, “Cause” for Employee’s termination by the Company (or any of its affiliates, including the Employer) will exist at any time after the happening of one or more of the following events following the Grant Date:

     (a) failure or willful refusal to follow one or more employer policies, including without limitation those set forth in the Code (as defined herein);

     (b) any conduct amounting to gross incompetence;

     (c) failure or willful refusal, within 10 days after written notice, to perform material, appropriate duties;

     (d) embezzlement, misappropriation of any property or other asset of employer or misappropriation of a corporate opportunity of employer;

     (e) conviction of Employee for or the entering of a plea of nolo contendere with respect to any criminal or indictable offense pursuant to the provisions of the Criminal Code (Canada) which may have an adverse effect upon the reputation or the goodwill of Employer or the performance of Employee’s duties;

     (f) unlawful use (including being under the influence) or possession of illegal drugs on employer’s premises;

     (g) any material breach by Employee of his or her obligations under any agreement between the Employee and the Company (and/or any of its affiliates, including the Employer); or

     (h) Employee’s death or long-term disability. For purposes of this Award Agreement, “disability” shall mean a condition that substantially impairs Employee’s ability to perform his or her obligations as an employee of the Company (or any of its affiliates, including the Employer) for at least 120 consecutive work days or for any 120 work days during any 180-day period.

Restricted Stock Unit Award Agreement
Restricted Stock Unit Terms and Conditions

The following Restricted Stock Unit Terms and Conditions apply to the Restricted Stock Unit Award granted by Tekelec, a California corporation (“Tekelec” or the “Company”), to the Employee whose name appears on the Restricted Stock Unit Award Agreement cover page to which these Restricted Stock Unit Terms and Conditions are attached.

1. Grant.

(a)

A Restricted Stock Unit is a bookkeeping entry that represents the right to receive one Share to be issued and delivered at the end of the applicable vesting period, provided the Restricted Stock Unit is earned and subject to a risk of cancellation and to the other terms and conditions set forth in the Restricted Stock Unit Award Agreement, including these Restricted Stock Unit Terms and Conditions (together, this “Award Agreement”), and subject to any additional restrictions and other terms and conditions established by the Company.

(b)

The Company shall establish and maintain accounts for the Employee in which the Company shall record Restricted Stock Units and the transactions and events affecting such units. Restricted Stock Units and other items reflected in the account will represent only bookkeeping entries by the Company to evidence the Company’s unfunded obligations.

2. Vesting of Restricted Stock Units.

(a)	In the event that all or a portion of the Restricted Stock Units (sometimes referred to herein as “RSUs”) becomes earned and eligible for vesting, then upon each vesting date for the RSUs (each, a “Vesting Date”), one share of Tekelec Common Stock (a “Share”) shall be issued for the earned RSUs that vests on such date, subject to the terms and provision of this Award Agreement. Following vesting, the Company will issue and transfer such Shares to the Employee as soon as administratively feasible following satisfaction of any required withholding tax obligations as provided in Section 4 below. Notwithstanding anything to the contrary set forth herein, delivery of Shares pursuant to the Restricted Stock Unit Award shall be made no later than 2-1/2 months after the close of Tekelec’s first taxable year in which such Shares are no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code).
(b)	To the extent the Restricted Stock Units are earned and vest and Shares are issued and delivered to the Employee, such Shares will be free of the terms and conditions of this Award Agreement.
(c)	No rights of a shareholder shall exist with respect to the Restricted Stock Units as a result of the mere grant of the Restricted Stock Units. Such rights shall exist only after the issuance of Shares following the applicable Vesting Date.

3. Delivery of Shares upon Vesting of Restricted Stock Units. The Restricted Stock Units (to the extent earned and eligible for vesting and if not previously forfeited) will automatically be settled on or about the Vesting Dates set forth on the cover pages of this Restricted Stock Unit Award Agreement, provided that the Employee remains employed by the Company (or any of its affiliates) through the applicable Vesting Date but subject to the exception set forth in Section 7(b) below. The Company may make delivery of Shares upon vesting of Restricted Stock Units either by (i) delivering one or more stock certificates representing such Shares to the Employee, registered in the name of the Employee, or (ii) depositing such Shares into an account maintained for the Employee and established in connection with any Company plan or arrangement providing for investment in Common Stock of the Company, including without limitation any on-line securities account maintained by the Employee with E*TRADE Securities LLC (any such provider of on-line securities accounts being hereinafter referred to as “E*TRADE”) as an employee of the Company (or any of its affiliates). All certificates for Shares and all Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any stock exchange or quotation system upon which the Shares are then listed or quoted, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any such certificates (or other

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appropriate restrictions and/or notations to be associated with any accounts in which such Shares are held) to make appropriate reference to such restrictions. Notwithstanding anything to the contrary set forth herein, delivery of Shares pursuant to a Restricted Stock Unit shall be made no later than 2-1/2 months after the close of the Company’s first taxable year in which such Shares are no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code).

4.	Waiver of Forfeiture. The Company may, when it finds that a waiver would be in the best interests of the Company and subject to such terms and conditions as it deems appropriate in its sole discretion, waive in whole or in part any remaining vesting restrictions with respect to this Restricted Stock Unit Award or any other conditions set forth in this Award Agreement.
5.	Rights of the Employee. Unless the Company otherwise provides, the Employee shall have no rights as a shareholder of the Company with respect to the Restricted Stock Units. The Company may, in its discretion, establish procedures pursuant to which its payment of any Restricted Stock Unit may be deferred in a manner that would not trigger the adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
6.	Taxes.

(a)	Responsibility of the Employee. The Employee is responsible for any taxes, including for greater certainty any and all applicable withholdings at source including for social security, federal or provincial pension plans, employment insurance, unemployment insurance, health insurance, workers compensation, occupational health and safety, required to be withheld under federal, state, provincial, foreign or local law in connection with: (i) the vesting of the Restricted Stock Unit Award and the issuance and delivery of Shares to the Employee, or (iii) any other event occurring pursuant to this Award Agreement (collectively, “Taxes”).
(b)	Payment in Cash. The Employee may elect to pay to the Company an amount sufficient to cover such Taxes by delivering to the Company a check or by such other means as the Company may establish or permit.
(c)	Cashless Exercise. If permitted by the Company at the time of vesting and subject to the Employee’s compliance with the Company’s securities trading policy (as in effect from time to time), the Employee may elect to pay the Company his or her obligations for the payment of such Taxes through a special sale and remittance procedure commonly referred to as a “cashless exercise” or “sell to cover” transaction pursuant to which the Employee (or any other person(s) entitled to receive the Shares upon vesting) shall concurrently provide irrevocable written instructions:

(i)	to E*TRADE (through the Employee’s on-line account) to effect the immediate sale of a sufficient number of the Shares acquired upon the vesting of the Restricted Stock Units to enable E*TRADE to remit, out of the sales proceeds available upon the settlement date, sufficient funds to Tekelec to cover all applicable Taxes required to be withheld by Tekelec by reason of such vesting and/or sale; and
(ii)	to Tekelec to deliver any certificate(s) or other evidence of ownership for such sold Shares directly to E*TRADE in order to complete the sale transaction.

(d) Payment by Withholding of Shares. If permitted or required by the Company at the time of vesting, the Company may retain that number of whole Shares which would otherwise be deliverable in connection with the Restricted Stock Units upon vesting and which have a Fair Market Value sufficient to satisfy the amount of the Taxes required to be withheld. For purposes of this Award Agreement, the term “Fair Market Value” shall mean, with respect to Shares, the fair market value per Share on the date of determination as determined by the Board of Directors (“Board”) or its designated committee (“Committee”) in its sole discretion, exercised in good faith; provided, however, that where there is a public market for the Common Stock, the fair market value per Share shall be the average of the closing bid and asked prices of the Common Stock on the date of determination (or, if there are no such prices for such date, on the first preceding day on which there were such reported prices) as reported by The Wall Street Journal or as reported in such other manner as the Compensation Committee of the Company’s Board of Directors (the “Committee”) deems reliable and consistent with the requirements of

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Code Section 409A, or, in the event the Common Stock is listed on a stock exchange, the fair market value per Share shall be the closing sales price on such exchange on the date of determination (or, if there are no sales on such date, on the first preceding day on which there were reported sales), as reported by The Wall Street Journal or as reported in such other manner as the Committee deems reliable and consistent with the requirements of Code Section 409A.

(e)

Company Rights. Any election by the Employee pursuant to this Section 6 above shall be made in writing on such form or electronically in such manner (including without limitation through the Employee’s on-line E*TRADE account) as shall be prescribed by the Company for such purpose. The Company also reserves the right to withhold Taxes, in accordance with any applicable law, from any compensation or other amounts payable to the Employee and/or (ii) the Shares otherwise issuable to the Employee (any such withheld Shares shall be valued as provided in Section 6(d) above).

7.	Termination of Employment. If the Employee ceases to serve as an employee of the Company (or any of its affiliates) due to termination without Cause, then the provisions of Section 10 (“Forfeiture; Termination of Employment”) of the cover pages of this Award Agreement shall apply. If the Employee ceases to serve as an employee of such employer under any circumstances other than a termination by the Company (or any of its affiliates) without Cause, including without limitation any termination of employment resulting from the Employee’s resignation, death or disability or resulting from any termination of employment by the employer for Cause, and as a result his or her Continuous Status as an Employee is terminated, then the Employee’s Restricted Stock Units which are not earned and vested as of the date of such cessation of employment shall not vest and shall automatically be cancelled and forfeited for no value and without any issuance of Shares. For this purpose, the term “Continuous Status as an Employee” shall mean the absence of any interruption or termination of employment by or service to the Company. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Committee or in the case of transfers between locations of the Company. Notwithstanding the foregoing, the determination of whether a termination of employment or service has occurred shall be made in a manner consistent with Section 409A of the Code, to the extent necessary to avoid the adverse tax consequences thereunder.
8.	Nontransferability of Restricted Stock Units. The Restricted Stock Units may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner either voluntarily or involuntarily by operation of law, other than transfers between spouses incident to a divorce. Subject to the foregoing, the terms of this Award Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Employee. The Shares issued upon vesting of the Restricted Stock Units will not be subject to restrictions on transfer under this Section 8.
9.	No Dividend Equivalents. The Employee shall not be entitled to receive, currently or on a deferred basis, any payments (“Dividend Equivalents”) equivalent to cash, stock or other property paid by the Company as dividends on the Company’s Common Stock prior to the vesting of the Restricted Stock Units.
10.	Adjustment upon Change in Corporate Structure.

(a) Subject to any required action by the shareholders of the Company, the number and type of shares covered by any outstanding Restricted Stock Units granted hereunder (whether or not earned or vested) shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split or combination or the payment of a stock dividend (but only on the Company’s Common Stock) or reclassification of the Common Stock or any other increase or decrease in the number of issued shares effected without receipt of consideration by the Company (other than stock awards to employees, consultants and/or directors); provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been effected without the receipt of consideration. Any such adjustment shall be determined in good faith by the Company in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Award Agreement, and the Company’s determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or Restricted Stock Units subject to this Award Agreement.

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(b)

In the event of the proposed dissolution or liquidation of the Company, or in the event of a proposed sale of all or substantially all of the assets of the Company (other than in the ordinary course of business), or the merger or consolidation of the Company with or into another corporation, as a result of which the Company is not the surviving and controlling corporation, the Board shall, to the extent such action would not trigger the adverse tax consequences under Code Section 409A, (i) make provision for the assumption of outstanding Restricted Stock Units by the successor corporation, (ii) accelerate the vesting of Restricted Stock Units, or (iii) cause any Restricted Stock Unit outstanding as of the effective date of any such event to be cancelled in consideration of a cash payment or grant of an alternative award (whether by the Company or any entity that is a party to the transaction), or a combination thereof, to the holder of the cancelled award, provided that such payment and/or grant are substantially equivalent in value to the fair market value of the cancelled award as determined by the Company.

(c)

No fractional shares of Common Stock shall be issuable on account of any action aforesaid, and the aggregate number of shares subject to the Restricted Stock Unit Award, when changed as the result of such action, shall be reduced to the largest number of whole shares resulting from such action.

11. No Enlargement of Rights.

(a)

This Restricted Stock Unit Award shall not confer upon the Employee any right to continue in the employment of the Company or limit in any respect the right of the Company to discharge the Employee at any time, with or without cause and with or without notice. Neither this Award Agreement nor any other action taken pursuant to the Award Agreement shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain the Employee as an employee for any period of time, or at any particular rate of compensation.

(b)

The Employee shall have with respect to the Restricted Stock Unit Award only such rights and interests as are expressly provided herein, subject, however, to all applicable provisions of the Company’s Articles of Incorporation, as the same may be amended from time to time.

12. Miscellaneous.

(a)	Successors and Assigns. This Restricted Stock Unit Award Agreement shall bind and inure only to the benefit of the parties to this Restricted Stock Unit Award Agreement (the “Parties”) and their respective permitted successors and assigns.
(b)	No Third-Party Beneficiaries. Nothing in this Restricted Stock Unit Award Agreement is intended to confer any rights or remedies on any persons other than the Parties and their respective permitted successors or assigns. Nothing in this Restricted Stock Unit Award Agreement is intended to relieve or discharge the obligation or liability of third persons to any Party. No provision of this Restricted Stock Unit Award Agreement shall give any third person any right of subrogation or action over or against any Party.
(c)	Amendments.

(i)

The Company reserves the right to amend the terms and provisions of this Restricted Stock Unit Award without the Employee’s consent to comply with any federal or state securities law.

(ii)

Except as specifically provided in subsection (i) above, this Restricted Stock Unit Award Agreement shall not be changed or modified, in whole or in part, except by supplemental agreement signed by the Parties. Either Party may waive compliance by the other Party with any of the covenants or conditions of this Restricted Stock Unit Award Agreement, but no waiver shall be binding unless executed in writing by the Party making the waiver. No waiver or any provision of this Restricted Stock Unit Award Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Any consent under this Restricted Stock

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Unit Award Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing.

(iii)

It is intended that the Restricted Stock Units shall not be subject to any interest or additional tax under Section 409A of the Code. In the event Code Section 409A is amended after the date hereof, or regulations or other guidance are promulgated after the date hereof that would make a Restricted Stock Unit subject to the provisions of Code Section 409A, then the terms and conditions of this Award Agreement shall be interpreted and applied, to the extent possible, in a manner to avoid the imposition of the provisions of Code Section 409A.

(d)	Unfunded Status of the Arrangement This Award Agreement is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to the Employee by the Company, nothing contained herein shall give the Employee any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Company may authorize the creation of trusts or other arrangements to meet the obligations created under the Award Agreement to deliver the Shares or payments in lieu of or with respect to the Restricted Stock Units; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the arrangement.
(e)	Governing Law. To the extent that federal laws do not otherwise control, this Restricted Stock Unit Agreement and all determinations made or actions taken pursuant hereto shall be governed by the laws of the State of California, without regard to the conflict of laws rules thereof.
(f)	Severability. If any provision of this Restricted Stock Unit Award Agreement or the application of such provision to any person or circumstances is held invalid or unenforceable, the remainder of this Restricted Stock Unit Award Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby.
(g)	Other Plans. Nothing contained in this Award Agreement shall prohibit the Company from establishing additional incentive compensation arrangements with the Employee.
(h)	Notice. Any notice to be given to the Company pursuant to the provisions of the Award Agreement shall be addressed to the Company in care of its Secretary (or such other person as the Company may designate from time to time) at its principal office, and any notice to be given to the Employee shall be delivered personally or addressed to him or her at the address on file with the Company, or at such other address as the Employee or his or her transferee (upon any permitted transfer) may hereafter designate in writing to the Company. Any such notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, registered or certified, and deposited, postage and registry or certification fee prepaid, in a post office or branch post office regularly maintained by the United States Postal Service. It shall be the obligation of the Employee holding Shares issued pursuant to this Award Agreement hereunder to provide the Secretary of the Company, by letter mailed as provided hereinabove, with written notice of his or her direct mailing address.

Language: Tekelec and you expressly request that this Agreement be drafted in English. Tekelec et vous-même avez expressément requis que cette entente soit rédigée en anglais.

* * * *

5

EX-5.1

EXHIBIT 5.1

Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, CA 90401-2386
Telephone: (310) 576-2100
Facsimile: (310) 576-2200

May 20, 2010

Board of Directors
Tekelec
5200 Paramount Parkway
Morrisville, NC 27560

Re: Tekelec — Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as securities counsel for Tekelec, a California corporation (the “Company”), in connection with the preparation of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), to be filed with the Securities and Exchange Commission (the “Commission”) on May 20, 2010, in connection with the registration under the Act of 229,947 shares (the “Shares”) of Common Stock, without par value, of the Company (“Common Stock”) issuable from time to time upon vesting of restricted stock units (the “RSUs”) granted or to be granted to certain employees of the Company and its subsidiaries in accordance with the terms and conditions set forth in Restricted Stock Unit Award Agreements evidencing the RSUs. The Restricted Stock Unit Award Agreements are referred to herein as the “Plans.”

     In connection with the preparation of the Registration Statement and the proposed issuance and sale of the Shares in accordance with the Plans and the Form S-8 prospectuses to be delivered to the holders of the RSUs, we have examined:

     1)  the Plans; and

     2)  the Registration Statement.

     We have also examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s Amended and Restated Articles of Incorporation and of the Company’s Amended and Restated Bylaws, as amended, each as currently in effect, and such other corporate records, agreements and instruments of the Company, certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made

such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinion hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and certificates and statements of appropriate representatives of the Company.

     Based upon the foregoing and in reliance thereon and upon our review of applicable statutes and case law, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, it is our opinion that the Shares have been duly authorized and, after the Registration Statement becomes effective and after any post-effective amendment required by law is duly completed, filed and becomes effective, and when the applicable provisions of “Blue Sky” and other state securities laws shall have been complied with, and when the Shares are issued and sold in accordance with the Plans and the Form S-8 prospectuses delivered or to be delivered to the holders of the RSUs, the Shares will be legally issued, fully paid and non-assessable.

     Our opinion herein reflects only the application of the federal laws of the United States and, to the extent required by the foregoing opinion, the laws of the State of California. The opinion set forth herein is made as of the date hereof and is subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinion expressed herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

     We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the Registration Statement and further consent to the reference to this firm in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

     We do not render any opinion except as set forth above. By your acceptance of this opinion letter, you agree that it may not be relied upon, circulated, quoted or otherwise referred to by any other person or for any other purpose without our prior written consent in each instance.

Very truly yours,

/s/ Bryan Cave LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 25, 2010 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Tekelec’s Annual Report on Form 10-K for the year ended December 31, 2009.

/s/ PricewaterhouseCoopers LLP

Raleigh, North Carolina
May 20, 2010