S-8

As filed with the Securities and Exchange Commission on September 30, 2003

Registration No. 333-

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	(I.R.S. Employer
incorporation or organization)	Identification No.)
26580 West Agoura Road
Calabasas, California	91302
(Address of Principal Executive Offices)	(Zip Code)

Nonstatutory Stock Option Agreements
(Full title of the plans)

RONALD W. BUCKLY, ESQ.
Vice President and General Counsel
Tekelec
26580 West Agoura Road
Calabasas, California 91302
(818) 880-5656
(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

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(1)	per Share	Price	Fee
Common Stock, without par value	885,000(1)(2)	$12.70(3)	$11,239,500(3)	$	910

(1)	This Registration Statement also covers such additional shares of Common Stock of the Registrant as may be issuable pursuant to anti-dilution provisions of these options. 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 options covered hereby 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.
(2)	Represents shares issuable upon exercise of options granted outside of any option plan of the Company to certain key employees of Santera Systems Inc., a Delaware corporation and a majority owned subsidiary of the Company.
(3)	Estimated solely for purposes of calculating the registration fee. Pursuant to Rule 457(h) under the Securities Act, the Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price are computed on the basis of the price at which the options may be exercised.

i

TABLE OF CONTENTS

PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 4.6
EXHIBIT 4.7
EXHIBIT 5.1
EXHIBIT 23.1
EXHIBIT 23.2

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 the holders of the non-plan options 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 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 Securities and Exchange 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, 2002.

          Item 3(b)

The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2003 and June 30, 2003.

The Registrant’s Current Reports on Form 8-K filed with the Commission on April 30, 2003, May 7, 2003, June 11, 2003 and June 16, 2003, and the Registrant’s Current Reports on Form 8-K/A filed with the Commission on June 25, 2003 and September 16, 2003.

          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.

          All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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.

Item 4. Description of Securities.

          Not Applicable.

Item 5. Interests of Named Experts and Counsel.

          The validity of the shares of the Company’s Common Stock registered hereunder will be passed upon for the Company by Bryan Cave LLP, Santa Monica, California. Ronald W. Buckly, the

1

Company’s Vice President and General Counsel, is of counsel to Bryan Cave LLP, which firm has provided legal services to the Company since March 1996.

Item 6. Indemnification of Directors and Officers.

          Section 317 of the California Corporations Code 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 Corporations Code is not deemed to be exclusive of any other rights to which agents of the Company 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 Company’s Restated Articles of Incorporation authorizes the Company to provide for indemnification of its agents for breach of duty to the Company 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 Company’s bylaws provides for the indemnification of all past and current directors to the maximum extent and in the manner permitted by Section 317. Additionally, the Company has entered into Indemnification Agreements with its directors under which the Company has undertaken to indemnify each such agent to the fullest extent permitted by its Articles of Incorporation, bylaws and applicable law against all expenses, liability and loss (which are not paid by insurance or otherwise by the Company) 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 Company, not including actions brought for violation of Section 16 of the Securities Exchange Act of 1934, as amended, or for failure to qualify for an exemption under Section 4 of the Securities Act of 1933, as amended.

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

2

Item 7. Exemption from Registration Claimed.

          Not applicable.

Item 8. Exhibits.

Exhibit
Number
4.1	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and David Heard.(1)
4.2	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and San-Qi Li.
4.3	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and Timothy Mutter.
4.4	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and James Orlando.
4.5	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and Ronald Wagner.
4.6	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and Greg Greco.
4.7	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and Scott Weidenfeller.
5.1	Opinion of Bryan Cave LLP.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Ernst & Young LLP.
23.3	Consent of Bryan Cave LLP (included in Exhibit 5.1).
24.1	Power of Attorney (see page 5 of this Registration Statement).

(1) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-15135) for the quarter ended June 30, 2003.

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;

               (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 periodic reports

3

filed 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 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)  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.

4

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 Calabasas, State of California, on September 30, 2003.

TEKELEC
By:	/s/ Frederick M. Lax
	Frederick M. Lax, Chief Executive Officer and President

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Frederick M. Lax and Ronald W. Buckly, 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/ Frederick M. Lax Frederick M. Lax	Director, Chief Executive Officer and President (Principal Executive Officer)	September 30, 2003
/s/ Paul J. Pucino Paul J. Pucino	Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	September 30, 2003
/s/ Jean-Claude Asscher Jean-Claude Asscher	Chairman of the Board	September 30, 2003
/s/ Robert V. Adams Robert V. Adams	Director	September 30, 2003
/s/ Daniel L. Brenner Daniel L. Brenner	Director	September 30, 2003
/s/ Martin A. Kaplan Martin A. Kaplan	Director	September 30, 2003
/s/ Howard Oringer Howard Oringer	Director	September 30, 2003
/s/ Jon F. Rager Jon F. Rager	Director	September 30, 2003

5

INDEX TO EXHIBITS

Exhibit
Number	Exhibit
4.2	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and San-Qi Li.
4.3	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and Timothy Mutter.
4.4	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and James Orlando.
4.5	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and Ronald Wagner.
4.6	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and Greg Greco.
4.7	Nonstatutory Stock Option Agreement dated as of June 11, 2003 between the Registrant and Scott Weidenfeller.
5.1	Opinion of Bryan Cave LLP.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Ernst & Young LLP.

EX-4.2 3 v92623orexv4w2.txt EXHIBIT 4.2 EXHIBIT 4.2 TEKELEC NONSTATUTORY STOCK OPTION AGREEMENT Tekelec, a California corporation (the "Company"), hereby enters into this Nonstatutory Stock Option Agreement (this "Option Agreement") with SAN-QI LI (the "Optionee") effective as of the 11th day of June, 2003, whereby the Company grants to the Optionee the right and option to purchase an aggregate of 200,000 shares of Common Stock (the "Shares") of the Company in accordance with the terms of that certain Employment Agreement dated April 30, 2003 between Santera Systems Inc., a Delaware corporation and majority owned subsidiary of the Company ("Santera"), and the Optionee (the "Employment Agreement"). The grant of this Option fully discharges Santera's obligations with respect to the grant to the Optionee of stock options to purchase Tekelec Common Stock under Section 7.4 of the Employment Agreement. 1. NATURE OF THE OPTION. This Option is intended to be a nonstatutory stock option and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee. 2. EXERCISE PRICE. The exercise price is $12.70 per Share, which price is not less than 100% of the fair market value thereof on the date of the grant. 3. METHOD OF PAYMENT. The consideration to be paid for the Shares to be issued upon exercise of this Option shall consist entirely of cash or check payable to the Company. 4. EXERCISE OF OPTION. This Option shall be exercisable during its term only in accordance with the terms and provisions of this Option Agreement as follows: (a) This Option shall vest and become exercisable cumulatively in 16 equal quarterly installments of 12,500 shares each, with the first of such installments vesting on September 30, 2003, and one additional installment vesting on the last day of each calendar quarter thereafter, as long as the Optionee continues to serve as an employee of Santera; provided, however, that all unvested installments of this Option that would otherwise vest on or prior to June 30, 2005 if the Optionee's employment with Santera had continued through such date shall immediately vest upon the termination of the Optionee's employment with Santera by Santera without Cause during the Term of the Employment Agreement or upon the Optionee's Resignation with Good Reason during the Term of the Employment Agreement. Subject to Section 7 hereof, the Optionee may exercise the exercisable portion of this Option in whole or in part at any time during (i) his employment provided he has been in continuous employment with Santera since the grant of this Option or (ii) the applicable period set forth in Section 6 hereof; provided, however, that the Option may not be exercised for a fraction of a Share. In the event of the Optionee's termination of employment with Santera or the Optionee's disability or death, the provisions of Sections 6 and 7 below shall apply to the right of the Optionee to exercise this Option. (b) This Option shall be exercisable by written notice which shall state the election to exercise this Option, the number of Shares in respect to which this Option is being exercised and such other representations and agreements as may be required by the Company. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the purchase price and an executed Notice of Exercise of Stock Option in the form attached hereto. As soon as practicable after any proper exercise of this Option in accordance with the provisions hereof, the Company shall deliver to the Optionee at the principal executive office of the Company or such other place as shall be mutually agreed upon between the Company and the Optionee, a certificate or certificates representing the Shares for which the Option shall have been exercised. The certificate or certificates for the Shares as to which this Option is exercised shall be registered in the name of the Optionee. (c) No rights of a shareholder shall exist with respect to the Shares under this Option as a result of the mere grant of this Option or the exercise of this Option. Such rights shall exist only after issuance of a stock certificate in accordance with Section 4(b) hereof. (d) For purposes of this Agreement, the terms "Cause," "Good Reason," "Resignation with Good Reason" and "Term of the Employment Agreement" shall have the same meanings as the terms "Cause," "Good Reason," "Resignation with Good Reason" and "Term of this Agreement," respectively, have in Sections 8.2, 8.3, 8.1(c) and 6, respectively, of the Employment Agreement, except that, notwithstanding the foregoing and solely for purposes of Section 6 hereof, "Term of the Employment Agreement" shall mean the period of time commencing on June 10, 2003 and ending on the date set forth in Section 6(i) of the Employment Agreement. 5. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the issuance of Shares upon the Optionee's exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation. 6. TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY. Each installment of this Option shall expire and terminate to the extent not exercised upon the earlier to occur of (a) four years after the vesting date of each Option installment; or (b) the date which occurs (as applicable) (i) 24 months after the date upon which the Optionee's employment with Santera is terminated (A) by Santera without Cause during the Term of the Employment Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after the Term of the Employment Agreement, (B) with Cause due to the Optionee's death or disability during or after the Term of the Employment Agreement, or (C) by the Optionee with Good Reason during the Term of the Employment Agreement pursuant to Section 8.1(c) thereof; (ii) 12 months after the date upon which Optionee's employment is terminated by the Optionee with or without Good Reason after the Term of the Employment Agreement; or (iii) 30 days after the date upon which 2 the Optionee's employment is terminated (A) by Santera with Cause, other than due to death or disability of the Optionee, during the Term of the Employment Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other than due to death or disability of the Optionee, at any time after the Term of the Employment Agreement, or (C) by the Optionee without Good Reason during the Term of the Employment Agreement. 7. TERM OF OPTION. Subject to Section 6 above, each quarterly installment of this Option will expire and terminate, and may not be exercised more than, four years after the date on which it vests (e.g., the installment vesting on September 30, 2003 shall expire at the close of business on September 30, 2007 unless terminated earlier in accordance with the terms hereof) and may be exercised during such term only in accordance with the terms of this Option Agreement. Notwithstanding any provision herein with respect to the post-employment exercise of this Option, this Option may not be exercised after the expiration of its term. 8. RESERVATION OF SHARES. The Company covenants and agrees that all Shares will, upon issuance and payment in accordance herewith, be fully paid, validly issued and nonassessable. The Company further covenants and agrees that during the term of this Option, the Company will at all times have authorized and reserved for the purpose of issuance upon exercise of this Option at least the maximum number of Shares as are issuable upon such exercise. 9. DISSOLUTION; LIQUIDATION, CONSOLIDATION, MERGER OR RECLASSIFICATION. In the event that while the Optionee is an employee of Santera, the Company proposes to dissolve or liquidate or to sell all or substantially all of its assets (other than in the ordinary course of business), or to merge or consolidate with or into another corporation as a result of which the Company is not the surviving and controlling corporation, the Board of Directors shall (i) make provision for the assumption of this Option by the successor corporation or (ii) declare that this Option shall terminate as of a date fixed by the Board of Directors which is at least 30 days after the notice thereof to the Optionee and shall give the Optionee the right to exercise this Option as to all or any part of the Shares, including Shares as to which this Option would not otherwise be exercisable provided such exercise does not violate Section 7 hereof. 10. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. (a) The number of Shares subject to this Option, as well as the exercise price per Share hereunder shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Company's Common Stock resulting from a stock split or combination or the payment of a stock dividend (but only on the Company's Common Stock) or any other increase or decrease in the number of issued shares of the Company's Common Stock effected without receipt of consideration by the Company (other than stock awards to employees or directors of the Company); 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. Such adjustment shall be automatic and the form of this Agreement need not be changed because of any such adjustment in the exercise price or in the number of Shares purchasable upon exercise of all or any portion of this Option. Except as expressly provided herein, no issue by the 3 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 price of Shares subject to this Option. (b) No fractional shares of Common Stock shall be issuable on account of any action contemplated by Section 9 or Section 10(a) hereof, and the aggregate number of shares into which Shares then covered by this Option, when changed as the result of any such action, shall be reduced to the largest number of whole shares resulting from such action, unless the Company's Board of Directors, in its sole discretion, shall determine to issue scrip certificates in respect to any fractional shares, which scrip certificates shall be in a form and have such terms and conditions as the Board of Directors in its discretion shall prescribe. 12. WITHHOLDING UPON EXERCISE OF OPTION. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to the Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon exercise of this Option. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon the request of the Company, the Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon the exercise of this Option. 13. NONTRANSFERABILITY OF OPTION. This Option 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 by will or by the laws of descent or distribution or transfer between spouses incident to a divorce. Subject to the foregoing, the terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 14. NO RIGHT OF EMPLOYMENT. This Option shall not confer upon the Optionee any right to continue in the employment of Santera or limit in any respect the right of Santera to discharge the Optionee at any time, with or without cause and with or without notice. 15. MISCELLANEOUS. (a) Successors and Assigns. This Option Agreement shall bind and inure only to the benefit of the parties to this Option Agreement (the "Parties") and their respective successors and assigns. (b) No Third-Party Beneficiaries. Nothing in this Option Agreement is intended to confer any rights or remedies on any persons other than the Parties and their respective successors or assigns. Nothing in this Option Agreement is intended to relieve or discharge the obligation or liability of third persons to any Party. No provision of this Option Agreement shall give any third person any right of subrogation or action over or against any Party. 4 (c) Amendments. (i) The Company reserves the right to amend the terms and provisions of this Option without the Optionee's consent to comply with any Federal or state securities law. (ii) Except as specifically provided in subsection (i) above, this Option 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 Option Agreement, but no waiver shall be binding unless executed in writing by the Party making the waiver. No waiver or any provision of this Option 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 Option Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing. For the protection of the Parties, amendments, waivers and consents that are not in writing and executed by the Party to be bound may be enforced only if they are detrimentally relied upon and proved by clear and convincing evidence. Such evidence shall not include any alleged reliance. (d) Notice. Any notice, instruction or communication required or permitted to be given under this Option Agreement to either Party shall be in writing and shall be deemed given when actually received or, if earlier, five days after deposit in the United States mail by certified or express mail, return receipt requested, first class postage prepaid, addressed to the principal office of such Party or to such other address as such Party may request by written notice. (e) Governing Law. To the extent that Federal laws do not otherwise control, 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) Entire Agreement. This Option Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof. This Option Agreement supersedes all previous agreements between the Parties, and there are now no agreements, representations, or warranties between the Parties, other than those set forth herein. (g) Severability. If any provision of this Option Agreement or the application of such provision to any person or circumstances is held invalid or unenforceable, the remainder of this Option 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. 5 IN WITNESS WHEREOF, this Option Agreement has been duly executed on behalf of the Company by an authorized representative of the Company and by the Optionee as of the date and year first written above. DATE OF GRANT: June 11, 2003 TEKELEC By: /s/ Frederick M. Lax ---------------------------------------- Frederick M. Lax President and Chief Executive Officer OPTIONEE /s/ San-Qi Li ------------------------------------------ signature 6 THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. TEKELEC NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION I, _______________ ("Optionee"), hereby agree, represent and warrant to Tekelec (the "Company") as follows: 1. I was granted a Nonstatutory Stock Option (the "Option") on June 11, 2003. 2. Pursuant to the Option, I was granted the right to purchase ____________ shares of the Company's Common Stock (the "Optioned Shares"). 3. I am eligible to exercise the Option. 4. I hereby elect to exercise the Option to purchase ______________________ of such Optioned Shares (the "Shares") at $12.70 per share, for an aggregate purchase price of $_________________. 5. Payment of Purchase Price (please check applicable box): [ ] This Notice of Exercise is accompanied by a check representing payment in full of the purchase price for the Shares plus all applicable withholding taxes. OR [ ] This exercise is a "cashless exercise" effected through my broker. Payment in full for the Shares (including all applicable withholding taxes) in the form of a check will be transmitted by my broker to the Company. 6. In connection with my exercise of the Option, I have received a copy of any Prospectus of the Company's relating to the shares of the Company's Common Stock issuable under the Option. Dated: _________________ , 200__ OPTIONEE Signature: _______________________________ _______________________________ Social Security Number Address: _________________________________ _________________________________ _________________________________ ================================================================================ RECEIVED ON BEHALF OF TEKELEC ON ____________________, 200__. SIGNATURE: _______________________________ EX-4.3 4 v92623orexv4w3.txt EXHIBIT 4.3 EXHIBIT 4.3 TEKELEC NONSTATUTORY STOCK OPTION AGREEMENT Tekelec, a California corporation (the "Company"), hereby enters into this Nonstatutory Stock Option Agreement (this "Option Agreement") with TIMOTHY MUTTER (the "Optionee") effective as of the 11th day of June, 2003, whereby the Company grants to the Optionee the right and option to purchase an aggregate of 55,000 shares of Common Stock (the "Shares") of the Company in accordance with the terms of that certain Employment Agreement dated April 30, 2003 between Santera Systems Inc., a Delaware corporation and majority owned subsidiary of the Company ("Santera"), and the Optionee (the "Employment Agreement"). The grant of this Option fully discharges Santera's obligations with respect to the grant to the Optionee of stock options to purchase Tekelec Common Stock under Section 7.4 of the Employment Agreement. 1. NATURE OF THE OPTION. This Option is intended to be a nonstatutory stock option and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee. 2. EXERCISE PRICE. The exercise price is $12.70 per Share, which price is not less than 100% of the fair market value thereof on the date of the grant. 3. METHOD OF PAYMENT. The consideration to be paid for the Shares to be issued upon exercise of this Option shall consist entirely of cash or check payable to the Company. 4. EXERCISE OF OPTION. This Option shall be exercisable during its term only in accordance with the terms and provisions of this Option Agreement as follows: (a) This Option shall vest and become exercisable cumulatively in 16 equal quarterly installments of 3,437.5 shares each, with the first of such installments vesting on September 30, 2003, and one additional installment vesting on the last day of each calendar quarter thereafter, as long as the Optionee continues to serve as an employee of Santera; provided, however, that all unvested installments of this Option that would otherwise vest on or before June 30, 2004 if the Optionee's employment with Santera had continued through such date shall immediately vest upon the termination of the Optionee's employment with Santera by Santera without Cause during the Term of the Employment Agreement or upon the Optionee's Resignation with Good Reason during the Term of the Employment Agreement. Subject to Section 7 hereof, the Optionee may exercise the exercisable portion of this Option in whole or in part at any time during (i) his employment provided he has been in continuous employment with Santera since the grant of this Option or (ii) the applicable period set forth in Section 6 hereof; provided, however, that the Option may not be exercised for a fraction of a Share. In the event of the Optionee's termination of employment with Santera or the Optionee's disability or death, the provisions of Sections 6 and 7 below shall apply to the right of the Optionee to exercise this Option. (b) This Option shall be exercisable by written notice which shall state the election to exercise this Option, the number of Shares in respect to which this Option is being exercised and such other representations and agreements as may be required by the Company. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the purchase price and an executed Notice of Exercise of Stock Option in the form attached hereto. As soon as practicable after any proper exercise of this Option in accordance with the provisions hereof, the Company shall deliver to the Optionee at the principal executive office of the Company or such other place as shall be mutually agreed upon between the Company and the Optionee, a certificate or certificates representing the Shares for which the Option shall have been exercised. The certificate or certificates for the Shares as to which this Option is exercised shall be registered in the name of the Optionee. (c) No rights of a shareholder shall exist with respect to the Shares under this Option as a result of the mere grant of this Option or the exercise of this Option. Such rights shall exist only after issuance of a stock certificate in accordance with Section 4(b) hereof. (d) For purposes of this Agreement, the terms "Cause," "Good Reason," "Resignation with Good Reason" and "Term of the Employment Agreement" shall have the same meanings as the terms "Cause," "Good Reason," "Resignation with Good Reason" and "Term of this Agreement," respectively, have in Sections 8.2, 8.3, 8.1(c) and 6, respectively, of the Employment Agreement, except that, notwithstanding the foregoing and solely for purposes of Section 6 hereof, "Term of the Employment Agreement" shall mean the period of time commencing on June 10, 2003 and ending on the date set forth in Section 6(i) of the Employment Agreement. 5. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the issuance of Shares upon the Optionee's exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation. 6. TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY. Each installment of this Option shall expire and terminate to the extent not exercised upon the earlier to occur of (a) four years after the vesting date of each Option installment; or (b) the date which occurs (as applicable) (i) 12 months after the date upon which the Optionee's employment with Santera is terminated (A) by Santera without Cause during the Term of the Employment Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after the Term of the Employment Agreement, (B) with Cause due to the Optionee's death or disability during or after the Term of the Employment Agreement, or (C) by the Optionee with Good Reason during the Term of the Employment Agreement pursuant to Section 8.1(c) thereof; (ii) six months after the date upon which Optionee's employment is terminated by the Optionee with or without Good Reason after the Term of the Employment Agreement; or (iii) 30 days after the date upon which 2 the Optionee's employment is terminated (A) by Santera with Cause, other than due to death or disability of the Optionee, during the Term of the Employment Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other than due to death or disability of the Optionee, at any time after the Term of the Employment Agreement, or (C) by the Optionee without Good Reason during the Term of the Employment Agreement. 7. TERM OF OPTION. Subject to Section 6 above, each quarterly installment of this Option will expire and terminate, and may not be exercised more than, four years after the date on which it vests (e.g., the installment vesting on September 30, 2003 shall expire at the close of business on September 30, 2007 unless terminated earlier in accordance with the terms hereof) and may be exercised during such term only in accordance with the terms of this Option Agreement. Notwithstanding any provision herein with respect to the post-employment exercise of this Option, this Option may not be exercised after the expiration of its term. 8. RESERVATION OF SHARES. The Company covenants and agrees that all Shares will, upon issuance and payment in accordance herewith, be fully paid, validly issued and nonassessable. The Company further covenants and agrees that during the term of this Option, the Company will at all times have authorized and reserved for the purpose of issuance upon exercise of this Option at least the maximum number of Shares as are issuable upon such exercise. 9. DISSOLUTION; LIQUIDATION, CONSOLIDATION, MERGER OR RECLASSIFICATION. In the event that while the Optionee is an employee of Santera, the Company proposes to dissolve or liquidate or to sell all or substantially all of its assets (other than in the ordinary course of business), or to merge or consolidate with or into another corporation as a result of which the Company is not the surviving and controlling corporation, the Board of Directors shall (i) make provision for the assumption of this Option by the successor corporation or (ii) declare that this Option shall terminate as of a date fixed by the Board of Directors which is at least 30 days after the notice thereof to the Optionee and shall give the Optionee the right to exercise this Option as to all or any part of the Shares, including Shares as to which this Option would not otherwise be exercisable provided such exercise does not violate Section 7 hereof. 10. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. (a) The number of Shares subject to this Option, as well as the exercise price per Share hereunder shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Company's Common Stock resulting from a stock split or combination or the payment of a stock dividend (but only on the Company's Common Stock) or any other increase or decrease in the number of issued shares of the Company's Common Stock effected without receipt of consideration by the Company (other than stock awards to employees or directors of the Company); 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. Such adjustment shall be automatic and the form of this Agreement need not be changed because of any such adjustment in the exercise price or in the number of Shares purchasable upon exercise of all or any portion of this Option. Except as expressly provided herein, no issue by the 3 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 price of Shares subject to this Option. (b) No fractional shares of Common Stock shall be issuable on account of any action contemplated by Section 9 or Section 10(a) hereof, and the aggregate number of shares into which Shares then covered by this Option, when changed as the result of any such action, shall be reduced to the largest number of whole shares resulting from such action, unless the Company's Board of Directors, in its sole discretion, shall determine to issue scrip certificates in respect to any fractional shares, which scrip certificates shall be in a form and have such terms and conditions as the Board of Directors in its discretion shall prescribe. 12. WITHHOLDING UPON EXERCISE OF OPTION. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to the Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon exercise of this Option. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon the request of the Company, the Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon the exercise of this Option. 13. NONTRANSFERABILITY OF OPTION. This Option 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 by will or by the laws of descent or distribution or transfer between spouses incident to a divorce. Subject to the foregoing, the terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 14. NO RIGHT OF EMPLOYMENT. This Option shall not confer upon the Optionee any right to continue in the employment of Santera or limit in any respect the right of Santera to discharge the Optionee at any time, with or without cause and with or without notice. 15. MISCELLANEOUS. (a) Successors and Assigns. This Option Agreement shall bind and inure only to the benefit of the parties to this Option Agreement (the "Parties") and their respective successors and assigns. (b) No Third-Party Beneficiaries. Nothing in this Option Agreement is intended to confer any rights or remedies on any persons other than the Parties and their respective successors or assigns. Nothing in this Option Agreement is intended to relieve or discharge the obligation or liability of third persons to any Party. No provision of this Option Agreement shall give any third person any right of subrogation or action over or against any Party. 4 (c) Amendments. (i) The Company reserves the right to amend the terms and provisions of this Option without the Optionee's consent to comply with any Federal or state securities law. (ii) Except as specifically provided in subsection (i) above, this Option 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 Option Agreement, but no waiver shall be binding unless executed in writing by the Party making the waiver. No waiver or any provision of this Option 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 Option Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing. For the protection of the Parties, amendments, waivers and consents that are not in writing and executed by the Party to be bound may be enforced only if they are detrimentally relied upon and proved by clear and convincing evidence. Such evidence shall not include any alleged reliance. (d) Notice. Any notice, instruction or communication required or permitted to be given under this Option Agreement to either Party shall be in writing and shall be deemed given when actually received or, if earlier, five days after deposit in the United States mail by certified or express mail, return receipt requested, first class postage prepaid, addressed to the principal office of such Party or to such other address as such Party may request by written notice. (e) Governing Law. To the extent that Federal laws do not otherwise control, 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) Entire Agreement. This Option Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof. This Option Agreement supersedes all previous agreements between the Parties, and there are now no agreements, representations, or warranties between the Parties, other than those set forth herein. (g) Severability. If any provision of this Option Agreement or the application of such provision to any person or circumstances is held invalid or unenforceable, the remainder of this Option 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. 5 IN WITNESS WHEREOF, this Option Agreement has been duly executed on behalf of the Company by an authorized representative of the Company and by the Optionee as of the date and year first written above. DATE OF GRANT: June 11, 2003 TEKELEC By: /s/ Frederick M. Lax --------------------------------- Frederick M. Lax President and Chief Executive Officer OPTIONEE /s/ Timothy Mutter ------------------------------------- signature 6 THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. TEKELEC NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION I, _______________ ("Optionee"), hereby agree, represent and warrant to Tekelec (the "Company") as follows: 1. I was granted a Nonstatutory Stock Option (the "Option") on June 11, 2003. 2. Pursuant to the Option, I was granted the right to purchase ____________ shares of the Company's Common Stock (the "Optioned Shares"). 3. I am eligible to exercise the Option. 4. I hereby elect to exercise the Option to purchase _________________ of such Optioned Shares (the "Shares") at $12.70 per share, for an aggregate purchase price of $ ________________. 5. Payment of Purchase Price (please check applicable box): [ ] This Notice of Exercise is accompanied by a check representing payment in full of the purchase price for the Shares plus all applicable withholding taxes. OR [ ] This exercise is a "cashless exercise" effected through my broker. Payment in full for the Shares (including all applicable withholding taxes) in the form of a check will be transmitted by my broker to the Company. 6. In connection with my exercise of the Option, I have received a copy of any Prospectus of the Company's relating to the shares of the Company's Common Stock issuable under the Option. Dated: _________________, 200__ OPTIONEE ________________________________ Signature: __________________________ Social Security Number Address: ____________________________ ____________________________ ____________________________ RECEIVED ON BEHALF OF TEKELEC ON ____________________, 200__. SIGNATURE: __________________________ EX-4.4 5 v92623orexv4w4.txt EXHIBIT 4.4 EXHIBIT 4.4 TEKELEC NONSTATUTORY STOCK OPTION AGREEMENT Tekelec, a California corporation (the "Company"), hereby enters into this Nonstatutory Stock Option Agreement (this "Option Agreement") with JAMES ORLANDO (the "Optionee") effective as of the 11th day of June, 2003, whereby the Company grants to the Optionee the right and option to purchase an aggregate of 80,000 shares of Common Stock (the "Shares") of the Company in accordance with the terms of that certain Employment Agreement dated April 30, 2003 between Santera Systems Inc., a Delaware corporation and majority owned subsidiary of the Company ("Santera"), and the Optionee (the "Employment Agreement"). The grant of this Option fully discharges Santera's obligations with respect to the grant to the Optionee of stock options to purchase Tekelec Common Stock under Section 7.4 of the Employment Agreement. 1. NATURE OF THE OPTION. This Option is intended to be a nonstatutory stock option and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee. 2. EXERCISE PRICE. The exercise price is $12.70 per Share, which price is not less than 100% of the fair market value thereof on the date of the grant. 3. METHOD OF PAYMENT. The consideration to be paid for the Shares to be issued upon exercise of this Option shall consist entirely of cash or check payable to the Company. 4. EXERCISE OF OPTION. This Option shall be exercisable during its term only in accordance with the terms and provisions of this Option Agreement as follows: (a) This Option shall vest and become exercisable cumulatively in 16 equal quarterly installments of 5,000 shares each, with the first of such installments vesting on September 30, 2003, and one additional installment vesting on the last day of each calendar quarter thereafter, as long as the Optionee continues to serve as an employee of Santera; provided, however, that all unvested installments of this Option that would otherwise vest on or before June 30, 2004 if the Optionee's employment with Santera had continued through such date shall immediately vest upon the termination of the Optionee's employment with Santera by Santera without Cause during the Term of the Employment Agreement or upon the Optionee's Resignation with Good Reason during the Term of the Employment Agreement. Subject to Section 7 hereof, the Optionee may exercise the exercisable portion of this Option in whole or in part at any time during (i) his employment provided he has been in continuous employment with Santera since the grant of this Option or (ii) the applicable period set forth in Section 6 hereof; provided, however, that the Option may not be exercised for a fraction of a Share. In the event of the Optionee's termination of employment with Santera or the Optionee's disability or death, the provisions of Sections 6 and 7 below shall apply to the right of the Optionee to exercise this Option. (b) This Option shall be exercisable by written notice which shall state the election to exercise this Option, the number of Shares in respect to which this Option is being exercised and such other representations and agreements as may be required by the Company. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the purchase price and an executed Notice of Exercise of Stock Option in the form attached hereto. As soon as practicable after any proper exercise of this Option in accordance with the provisions hereof, the Company shall deliver to the Optionee at the principal executive office of the Company or such other place as shall be mutually agreed upon between the Company and the Optionee, a certificate or certificates representing the Shares for which the Option shall have been exercised. The certificate or certificates for the Shares as to which this Option is exercised shall be registered in the name of the Optionee. (c) No rights of a shareholder shall exist with respect to the Shares under this Option as a result of the mere grant of this Option or the exercise of this Option. Such rights shall exist only after issuance of a stock certificate in accordance with Section 4(b) hereof. (d) For purposes of this Agreement, the terms "Cause," "Good Reason," "Resignation with Good Reason" and "Term of the Employment Agreement" shall have the same meanings as the terms "Cause," "Good Reason," "Resignation with Good Reason" and "Term of this Agreement," respectively, have in Sections 8.2, 8.3, 8.1(c) and 6, respectively, of the Employment Agreement, except that, notwithstanding the foregoing and solely for purposes of Section 6 hereof, "Term of the Employment Agreement" shall mean the period of time commencing on June 10, 2003 and ending on the date set forth in Section 6(i) of the Employment Agreement. 5. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the issuance of Shares upon the Optionee's exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation. 6. TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY. Each installment of this Option shall expire and terminate to the extent not exercised upon the earlier to occur of (a) four years after the vesting date of each Option installment; or (b) the date which occurs (as applicable) (i) 12 months after the date upon which the Optionee's employment with Santera is terminated (A) by Santera without Cause during the Term of the Employment Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after the Term of the Employment Agreement, (B) with Cause due to the Optionee's death or disability during or after the Term of the Employment Agreement, or (C) by the Optionee with Good Reason during the Term of the Employment Agreement pursuant to Section 8.1(c) thereof; (ii) six months after the date upon which Optionee's employment is terminated by the Optionee with or without Good Reason after the Term of the Employment Agreement; or (iii) 30 days after the date upon which 2 the Optionee's employment is terminated (A) by Santera with Cause, other than due to death or disability of the Optionee, during the Term of the Employment Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other than due to death or disability of the Optionee, at any time after the Term of the Employment Agreement, or (C) by the Optionee without Good Reason during the Term of the Employment Agreement. 7. TERM OF OPTION. Subject to Section 6 above, each quarterly installment of this Option will expire and terminate, and may not be exercised more than, four years after the date on which it vests (e.g., the installment vesting on September 30, 2003 shall expire at the close of business on September 30, 2007 unless terminated earlier in accordance with the terms hereof) and may be exercised during such term only in accordance with the terms of this Option Agreement. Notwithstanding any provision herein with respect to the post-employment exercise of this Option, this Option may not be exercised after the expiration of its term. 8. RESERVATION OF SHARES. The Company covenants and agrees that all Shares will, upon issuance and payment in accordance herewith, be fully paid, validly issued and nonassessable. The Company further covenants and agrees that during the term of this Option, the Company will at all times have authorized and reserved for the purpose of issuance upon exercise of this Option at least the maximum number of Shares as are issuable upon such exercise. 9. DISSOLUTION; LIQUIDATION, CONSOLIDATION, MERGER OR RECLASSIFICATION. In the event that while the Optionee is an employee of Santera, the Company proposes to dissolve or liquidate or to sell all or substantially all of its assets (other than in the ordinary course of business), or to merge or consolidate with or into another corporation as a result of which the Company is not the surviving and controlling corporation, the Board of Directors shall (i) make provision for the assumption of this Option by the successor corporation or (ii) declare that this Option shall terminate as of a date fixed by the Board of Directors which is at least 30 days after the notice thereof to the Optionee and shall give the Optionee the right to exercise this Option as to all or any part of the Shares, including Shares as to which this Option would not otherwise be exercisable provided such exercise does not violate Section 7 hereof. 10. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. (a) The number of Shares subject to this Option, as well as the exercise price per Share hereunder shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Company's Common Stock resulting from a stock split or combination or the payment of a stock dividend (but only on the Company's Common Stock) or any other increase or decrease in the number of issued shares of the Company's Common Stock effected without receipt of consideration by the Company (other than stock awards to employees or directors of the Company); 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. Such adjustment shall be automatic and the form of this Agreement need not be changed because of any such adjustment in the exercise price or in the number of Shares purchasable upon exercise of all or any portion of this Option. Except as expressly provided herein, no issue by the 3 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 price of Shares subject to this Option. (b) No fractional shares of Common Stock shall be issuable on account of any action contemplated by Section 9 or Section 10(a) hereof, and the aggregate number of shares into which Shares then covered by this Option, when changed as the result of any such action, shall be reduced to the largest number of whole shares resulting from such action, unless the Company's Board of Directors, in its sole discretion, shall determine to issue scrip certificates in respect to any fractional shares, which scrip certificates shall be in a form and have such terms and conditions as the Board of Directors in its discretion shall prescribe. 12. WITHHOLDING UPON EXERCISE OF OPTION. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to the Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon exercise of this Option. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon the request of the Company, the Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon the exercise of this Option. 13. NONTRANSFERABILITY OF OPTION. This Option 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 by will or by the laws of descent or distribution or transfer between spouses incident to a divorce. Subject to the foregoing, the terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 14. NO RIGHT OF EMPLOYMENT. This Option shall not confer upon the Optionee any right to continue in the employment of Santera or limit in any respect the right of Santera to discharge the Optionee at any time, with or without cause and with or without notice. 15. MISCELLANEOUS. (a) Successors and Assigns. This Option Agreement shall bind and inure only to the benefit of the parties to this Option Agreement (the "Parties") and their respective successors and assigns. (b) No Third-Party Beneficiaries. Nothing in this Option Agreement is intended to confer any rights or remedies on any persons other than the Parties and their respective successors or assigns. Nothing in this Option Agreement is intended to relieve or discharge the obligation or liability of third persons to any Party. No provision of this Option Agreement shall give any third person any right of subrogation or action over or against any Party. 4 (c) Amendments. (i) The Company reserves the right to amend the terms and provisions of this Option without the Optionee's consent to comply with any Federal or state securities law. (ii) Except as specifically provided in subsection (i) above, this Option 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 Option Agreement, but no waiver shall be binding unless executed in writing by the Party making the waiver. No waiver or any provision of this Option 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 Option Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing. For the protection of the Parties, amendments, waivers and consents that are not in writing and executed by the Party to be bound may be enforced only if they are detrimentally relied upon and proved by clear and convincing evidence. Such evidence shall not include any alleged reliance. (d) Notice. Any notice, instruction or communication required or permitted to be given under this Option Agreement to either Party shall be in writing and shall be deemed given when actually received or, if earlier, five days after deposit in the United States mail by certified or express mail, return receipt requested, first class postage prepaid, addressed to the principal office of such Party or to such other address as such Party may request by written notice. (e) Governing Law. To the extent that Federal laws do not otherwise control, 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) Entire Agreement. This Option Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof. This Option Agreement supersedes all previous agreements between the Parties, and there are now no agreements, representations, or warranties between the Parties, other than those set forth herein. (g) Severability. If any provision of this Option Agreement or the application of such provision to any person or circumstances is held invalid or unenforceable, the remainder of this Option 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. 5 IN WITNESS WHEREOF, this Option Agreement has been duly executed on behalf of the Company by an authorized representative of the Company and by the Optionee as of the date and year first written above. DATE OF GRANT: June 11, 2003 TEKELEC By: /s/ Frederick M. Lax --------------------------------- Frederick M. Lax President and Chief Executive Officer OPTIONEE /s/ James Orlando ------------------------------------- signature 6 THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. TEKELEC NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION I, _______________ ("Optionee"), hereby agree, represent and warrant to Tekelec (the "Company") as follows: 1. I was granted a Nonstatutory Stock Option (the "Option") on June 11, 2003. 2. Pursuant to the Option, I was granted the right to purchase ____________ shares of the Company's Common Stock (the "Optioned Shares"). 3. I am eligible to exercise the Option. 4. I hereby elect to exercise the Option to purchase _________________of such Optioned Shares (the "Shares") at $12.70 per share, for an aggregate purchase price of $ _____________________. 5. Payment of Purchase Price (please check applicable box): [ ] This Notice of Exercise is accompanied by a check representing payment in full of the purchase price for the Shares plus all applicable withholding taxes. OR [ ] This exercise is a "cashless exercise" effected through my broker. Payment in full for the Shares (including all applicable withholding taxes) in the form of a check will be transmitted by my broker to the Company. 6. In connection with my exercise of the Option, I have received a copy of any Prospectus of the Company's relating to the shares of the Company's Common Stock issuable under the Option. Dated: _________________, 200__ OPTIONEE ________________________________ Signature: __________________________ Social Security Number Address: ____________________________ ____________________________ ____________________________ RECEIVED ON BEHALF OF TEKELEC ON ____________________, 200__. SIGNATURE: __________________________ EX-4.5 6 v92623orexv4w5.txt EXHIBIT 4.5 EXHIBIT 4.5 TEKELEC NONSTATUTORY STOCK OPTION AGREEMENT Tekelec, a California corporation (the "Company"), hereby enters into this Nonstatutory Stock Option Agreement (this "Option Agreement") with RONALD WAGNER (the "Optionee") effective as of the 11th day of June, 2003, whereby the Company grants to the Optionee the right and option to purchase an aggregate of 20,000 shares of Common Stock (the "Shares") of the Company in accordance with the terms of that certain Employment Agreement dated April 30, 2003 between Santera Systems Inc., a Delaware corporation and majority owned subsidiary of the Company ("Santera"), and the Optionee (the "Employment Agreement"). The grant of this Option fully discharges Santera's obligations with respect to the grant to the Optionee of stock options to purchase Tekelec Common Stock under Section 7.4 of the Employment Agreement. 1. NATURE OF THE OPTION. This Option is intended to be a nonstatutory stock option and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee. 2. EXERCISE PRICE. The exercise price is $12.70 per Share, which price is not less than 100% of the fair market value thereof on the date of the grant. 3. METHOD OF PAYMENT. The consideration to be paid for the Shares to be issued upon exercise of this Option shall consist entirely of cash or check payable to the Company. 4. EXERCISE OF OPTION. This Option shall be exercisable during its term only in accordance with the terms and provisions of this Option Agreement as follows: (a) This Option shall vest and become exercisable as to 10,000 shares on September 8, 2003 and as to the remaining 10,000 shares on December 7, 2003, as long as the Optionee continues to serve as an employee of Santera; provided, however, that all unvested installments of this Option that would otherwise vest on or before December 31, 2003 if the Optionee's employment with Santera had continued through such date shall immediately vest upon the termination of the Optionee's employment with Santera by Santera without Cause during the Term of the Employment Agreement or upon the Optionee's Resignation with Good Reason during the Term of the Employment Agreement. Subject to Section 7 hereof, the Optionee may exercise the exercisable portion of this Option in whole or in part at any time during (i) his employment provided he has been in continuous employment with Santera since the grant of this Option or (ii) the applicable period set forth in Section 6 hereof; provided, however, that the Option may not be exercised for a fraction of a Share. In the event of the Optionee's termination of employment with Santera or the Optionee's disability or death, the provisions of Sections 6 and 7 below shall apply to the right of the Optionee to exercise this Option. (b) This Option shall be exercisable by written notice which shall state the election to exercise this Option, the number of Shares in respect to which this Option is being exercised and such other representations and agreements as may be required by the Company. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the purchase price and an executed Notice of Exercise of Stock Option in the form attached hereto. As soon as practicable after any proper exercise of this Option in accordance with the provisions hereof, the Company shall deliver to the Optionee at the principal executive office of the Company or such other place as shall be mutually agreed upon between the Company and the Optionee, a certificate or certificates representing the Shares for which the Option shall have been exercised. The certificate or certificates for the Shares as to which this Option is exercised shall be registered in the name of the Optionee. (c) No rights of a shareholder shall exist with respect to the Shares under this Option as a result of the mere grant of this Option or the exercise of this Option. Such rights shall exist only after issuance of a stock certificate in accordance with Section 4(b) hereof. (d) For purposes of this Agreement, the terms "Cause," "Good Reason," "Resignation with Good Reason" and "Term of the Employment Agreement" shall have the same meanings as the terms "Cause," "Good Reason," "Resignation with Good Reason" and "Term of this Agreement," respectively, have in Sections 8.2, 8.3, 8.1(c) and 6, respectively, of the Employment Agreement, except that, notwithstanding the foregoing and solely for purposes of Section 6 hereof, "Term of the Employment Agreement" shall mean the period of time commencing on June 10, 2003 and ending on the date set forth in Section 6(i) of the Employment Agreement. 5. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the issuance of Shares upon the Optionee's exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation. 6. TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY. Each installment of this Option shall expire and terminate to the extent not exercised upon the earlier to occur of (a) four years after the vesting date of each Option installment; or (b) the date which occurs (as applicable) (i) 12 months after the date upon which the Optionee's employment with Santera is terminated (A) by Santera without Cause during the Term of the Employment Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after the Term of the Employment Agreement, (B) with Cause due to the Optionee's death or disability during or after the Term of the Employment Agreement, or (C) by the Optionee with Good Reason during the Term of the Employment Agreement pursuant to Section 8.1(c) thereof; (ii) six months after the date upon which Optionee's employment is terminated by the Optionee with or without Good Reason after the Term of the Employment Agreement; or (iii) 30 days after the date upon which 2 the Optionee's employment is terminated (A) by Santera with Cause, other than due to death or disability of the Optionee, during the Term of the Employment Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other than due to death or disability of the Optionee, at any time after the Term of the Employment Agreement, or (C) by the Optionee without Good Reason during the Term of the Employment Agreement. 7. TERM OF OPTION. Subject to Section 6 above, each installment of this Option will expire and terminate, and may not be exercised more than, four years after the date on which it vests (e.g., the installment vesting on September 8, 2003 shall expire at the close of business on September 8, 2007 unless terminated earlier in accordance with the terms hereof) and may be exercised during such term only in accordance with the terms of this Option Agreement. Notwithstanding any provision herein with respect to the post-employment exercise of this Option, this Option may not be exercised after the expiration of its term. 8. RESERVATION OF SHARES. The Company covenants and agrees that all Shares will, upon issuance and payment in accordance herewith, be fully paid, validly issued and nonassessable. The Company further covenants and agrees that during the term of this Option, the Company will at all times have authorized and reserved for the purpose of issuance upon exercise of this Option at least the maximum number of Shares as are issuable upon such exercise. 9. DISSOLUTION; LIQUIDATION, CONSOLIDATION, MERGER OR RECLASSIFICATION. In the event that while the Optionee is an employee of Santera, the Company proposes to dissolve or liquidate or to sell all or substantially all of its assets (other than in the ordinary course of business), or to merge or consolidate with or into another corporation as a result of which the Company is not the surviving and controlling corporation, the Board of Directors shall (i) make provision for the assumption of this Option by the successor corporation or (ii) declare that this Option shall terminate as of a date fixed by the Board of Directors which is at least 30 days after the notice thereof to the Optionee and shall give the Optionee the right to exercise this Option as to all or any part of the Shares, including Shares as to which this Option would not otherwise be exercisable provided such exercise does not violate Section 7 hereof. 10. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. (a) The number of Shares subject to this Option, as well as the exercise price per Share hereunder shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Company's Common Stock resulting from a stock split or combination or the payment of a stock dividend (but only on the Company's Common Stock) or any other increase or decrease in the number of issued shares of the Company's Common Stock effected without receipt of consideration by the Company (other than stock awards to employees or directors of the Company); 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. Such adjustment shall be automatic and the form of this Agreement need not be changed because of any such adjustment in the exercise price or in the number of Shares purchasable upon exercise of all or any portion of this Option. Except as expressly provided herein, no issue by the 3 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 price of Shares subject to this Option. (b) No fractional shares of Common Stock shall be issuable on account of any action contemplated by Section 9 or Section 10(a) hereof, and the aggregate number of shares into which Shares then covered by this Option, when changed as the result of any such action, shall be reduced to the largest number of whole shares resulting from such action, unless the Company's Board of Directors, in its sole discretion, shall determine to issue scrip certificates in respect to any fractional shares, which scrip certificates shall be in a form and have such terms and conditions as the Board of Directors in its discretion shall prescribe. 12. WITHHOLDING UPON EXERCISE OF OPTION. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to the Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon exercise of this Option. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon the request of the Company, the Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon the exercise of this Option. 13. NONTRANSFERABILITY OF OPTION. This Option 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 by will or by the laws of descent or distribution or transfer between spouses incident to a divorce. Subject to the foregoing, the terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 14. NO RIGHT OF EMPLOYMENT. This Option shall not confer upon the Optionee any right to continue in the employment of Santera or limit in any respect the right of Santera to discharge the Optionee at any time, with or without cause and with or without notice. 15. MISCELLANEOUS. (a) Successors and Assigns. This Option Agreement shall bind and inure only to the benefit of the parties to this Option Agreement (the "Parties") and their respective successors and assigns. (b) No Third-Party Beneficiaries. Nothing in this Option Agreement is intended to confer any rights or remedies on any persons other than the Parties and their respective successors or assigns. Nothing in this Option Agreement is intended to relieve or discharge the obligation or liability of third persons to any Party. No provision of this Option Agreement shall give any third person any right of subrogation or action over or against any Party. 4 (c) Amendments. (i) The Company reserves the right to amend the terms and provisions of this Option without the Optionee's consent to comply with any Federal or state securities law. (ii) Except as specifically provided in subsection (i) above, this Option 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 Option Agreement, but no waiver shall be binding unless executed in writing by the Party making the waiver. No waiver or any provision of this Option 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 Option Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing. For the protection of the Parties, amendments, waivers and consents that are not in writing and executed by the Party to be bound may be enforced only if they are detrimentally relied upon and proved by clear and convincing evidence. Such evidence shall not include any alleged reliance. (d) Notice. Any notice, instruction or communication required or permitted to be given under this Option Agreement to either Party shall be in writing and shall be deemed given when actually received or, if earlier, five days after deposit in the United States mail by certified or express mail, return receipt requested, first class postage prepaid, addressed to the principal office of such Party or to such other address as such Party may request by written notice. (e) Governing Law. To the extent that Federal laws do not otherwise control, 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) Entire Agreement. This Option Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof. This Option Agreement supersedes all previous agreements between the Parties, and there are now no agreements, representations, or warranties between the Parties, other than those set forth herein. (g) Severability. If any provision of this Option Agreement or the application of such provision to any person or circumstances is held invalid or unenforceable, the remainder of this Option 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. 5 IN WITNESS WHEREOF, this Option Agreement has been duly executed on behalf of the Company by an authorized representative of the Company and by the Optionee as of the date and year first written above. DATE OF GRANT: June 11, 2003 TEKELEC By: /s/ Frederick M. Lax ---------------------------------------- Frederick M. Lax President and Chief Executive Officer OPTIONEE /s/ Ronald Wagner ------------------------------------------ signature 6 THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. TEKELEC NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION I, _______________ ("Optionee"), hereby agree, represent and warrant to Tekelec (the "Company") as follows: 1. I was granted a Nonstatutory Stock Option (the "Option") on June 11, 2003. 2. Pursuant to the Option, I was granted the right to purchase ____________ shares of the Company's Common Stock (the "Optioned Shares"). 3. I am eligible to exercise the Option. 4. I hereby elect to exercise the Option to purchase ____________ of such Optioned Shares (the "Shares") at $12.70 per share, for an aggregate purchase price of $______________. 5. Payment of Purchase Price (please check applicable box): [ ] This Notice of Exercise is accompanied by a check representing payment in full of the purchase price for the Shares plus all applicable withholding taxes. OR [ ] This exercise is a "cashless exercise" effected through my broker. Payment in full for the Shares (including all applicable withholding taxes) in the form of a check will be transmitted by my broker to the Company. 6. In connection with my exercise of the Option, I have received a copy of any Prospectus of the Company's relating to the shares of the Company's Common Stock issuable under the Option. Dated: ___________________, 200__ OPTIONEE Signature: _______________________________ ___________________________ Social Security Number Address: _________________________________ _________________________________ _________________________________ ================================================================================ RECEIVED ON BEHALF OF TEKELEC ON ____________________, 200__. SIGNATURE:________________________________ EX-4.6 7 v92623orexv4w6.txt EXHIBIT 4.6 EXHIBIT 4.6 TEKELEC NONSTATUTORY STOCK OPTION AGREEMENT Tekelec, a California corporation (the "Company"), hereby enters into this Nonstatutory Stock Option Agreement (this "Option Agreement") with GREG GRECO (the "Optionee") effective as of the 11th day of June, 2003, whereby the Company grants to the Optionee the right and option to purchase an aggregate of 200,000 shares of Common Stock (the "Shares") of the Company in accordance with the terms of that certain Employment Agreement dated April 30, 2003 between Santera Systems Inc., a Delaware corporation and majority owned subsidiary of the Company ("Santera"), and the Optionee (the "Employment Agreement"). The grant of this Option fully discharges Santera's obligations with respect to the grant to the Optionee of stock options to purchase Tekelec Common Stock under Section 7.4 of the Employment Agreement. 1. NATURE OF THE OPTION. This Option is intended to be a nonstatutory stock option and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee. 2. EXERCISE PRICE. The exercise price is $12.70 per Share, which price is not less than 100% of the fair market value thereof on the date of the grant. 3. METHOD OF PAYMENT. The consideration to be paid for the Shares to be issued upon exercise of this Option shall consist entirely of cash or check payable to the Company. 4. EXERCISE OF OPTION. This Option shall be exercisable during its term only in accordance with the terms and provisions of this Option Agreement as follows: (a) This Option shall vest and become exercisable cumulatively in 16 equal quarterly installments of 12,500 shares each, with the first of such installments vesting on September 30, 2003, and one additional installment vesting on the last day of each calendar quarter thereafter, as long as the Optionee continues to serve as an employee of Santera; provided, however, that all unvested installments of this Option shall immediately vest upon the termination of the Optionee's employment with Santera by Santera without Cause during or after the Term of the Employment Agreement or upon the Optionee's Resignation with Good Reason during or after the Term of the Employment Agreement. Subject to Section 7 hereof, the Optionee may exercise the exercisable portion of this Option in whole or in part at any time during (i) his employment provided he has been in continuous employment with Santera since the grant of this Option or (ii) the applicable period set forth in Section 6 hereof; provided, however, that the Option may not be exercised for a fraction of a Share. In the event of the Optionee's termination of employment with Santera or the Optionee's disability or death, the provisions of Sections 6 and 7 below shall apply to the right of the Optionee to exercise this Option. (b) This Option shall be exercisable by written notice which shall state the election to exercise this Option, the number of Shares in respect to which this Option is being exercised and such other representations and agreements as may be required by the Company. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the purchase price and an executed Notice of Exercise of Stock Option in the form attached hereto. As soon as practicable after any proper exercise of this Option in accordance with the provisions hereof, the Company shall deliver to the Optionee at the principal executive office of the Company or such other place as shall be mutually agreed upon between the Company and the Optionee, a certificate or certificates representing the Shares for which the Option shall have been exercised. The certificate or certificates for the Shares as to which this Option is exercised shall be registered in the name of the Optionee. (c) No rights of a shareholder shall exist with respect to the Shares under this Option as a result of the mere grant of this Option or the exercise of this Option. Such rights shall exist only after issuance of a stock certificate in accordance with Section 4(b) hereof. (d) For purposes of this Agreement, the terms "Cause," "Good Reason," "Resignation with Good Reason" and "Term of the Employment Agreement" shall have the same meanings as the terms "Cause," "Good Reason," "Resignation with Good Reason" and "Term of this Agreement," respectively, have in Sections 8.2, 8.3, 8.1(c) and 6, respectively, of the Employment Agreement, except that, notwithstanding the foregoing and solely for purposes of Section 6 hereof, "Term of the Employment Agreement" shall mean the period of time commencing on June 10, 2003 and ending on the date set forth in Section 6(i) of the Employment Agreement. 5. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the issuance of Shares upon the Optionee's exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation. 6. TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY. Each installment of this Option shall expire and terminate to the extent not exercised upon the earlier to occur of (a) four years after the vesting date of each Option installment; or (b) the date which occurs (as applicable) (i) 24 months after the date upon which the Optionee's employment with Santera is terminated (A) by Santera without Cause during the Term of the Employment Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after the Term of the Employment Agreement, (B) with Cause due to the Optionee's death or disability during or after the Term of the Employment Agreement, or (C) by the Optionee with Good Reason during the Term of the Employment Agreement pursuant to Section 8.1(c) thereof; (ii) 12 months after the date upon which Optionee's employment is terminated by the Optionee with or without Good Reason after the Term of the Employment Agreement; or (iii) 30 days after the date upon which 2 the Optionee's employment is terminated (A) by Santera with Cause, other than due to death or disability of the Optionee, during the Term of the Employment Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other than due to death or disability of the Optionee, at any time after the Term of the Employment Agreement, or (C) by the Optionee without Good Reason during the Term of the Employment Agreement. 7. TERM OF OPTION. Subject to Section 6 above, each quarterly installment of this Option will expire and terminate, and may not be exercised more than, four years after the date on which it vests (e.g., the installment vesting on September 30, 2003 shall expire at the close of business on September 30, 2007 unless terminated earlier in accordance with the terms hereof) and may be exercised during such term only in accordance with the terms of this Option Agreement. Notwithstanding any provision herein with respect to the post-employment exercise of this Option, this Option may not be exercised after the expiration of its term. 8. RESERVATION OF SHARES. The Company covenants and agrees that all Shares will, upon issuance and payment in accordance herewith, be fully paid, validly issued and nonassessable. The Company further covenants and agrees that during the term of this Option, the Company will at all times have authorized and reserved for the purpose of issuance upon exercise of this Option at least the maximum number of Shares as are issuable upon such exercise. 9. DISSOLUTION; LIQUIDATION, CONSOLIDATION, MERGER OR RECLASSIFICATION. In the event that while the Optionee is an employee of Santera, the Company proposes to dissolve or liquidate or to sell all or substantially all of its assets (other than in the ordinary course of business), or to merge or consolidate with or into another corporation as a result of which the Company is not the surviving and controlling corporation, the Board of Directors shall (i) make provision for the assumption of this Option by the successor corporation or (ii) declare that this Option shall terminate as of a date fixed by the Board of Directors which is at least 30 days after the notice thereof to the Optionee and shall give the Optionee the right to exercise this Option as to all or any part of the Shares, including Shares as to which this Option would not otherwise be exercisable provided such exercise does not violate Section 7 hereof. 10. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. (a) The number of Shares subject to this Option, as well as the exercise price per Share hereunder shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Company's Common Stock resulting from a stock split or combination or the payment of a stock dividend (but only on the Company's Common Stock) or any other increase or decrease in the number of issued shares of the Company's Common Stock effected without receipt of consideration by the Company (other than stock awards to employees or directors of the Company); 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. Such adjustment shall be automatic and the form of this Agreement need not be changed because of any such adjustment in the exercise price or in the number of Shares purchasable upon exercise of all or any portion of this Option. Except as expressly provided herein, no issue by the 3 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 price of Shares subject to this Option. (b) No fractional shares of Common Stock shall be issuable on account of any action contemplated by Section 9 or Section 10(a) hereof, and the aggregate number of shares into which Shares then covered by this Option, when changed as the result of any such action, shall be reduced to the largest number of whole shares resulting from such action, unless the Company's Board of Directors, in its sole discretion, shall determine to issue scrip certificates in respect to any fractional shares, which scrip certificates shall be in a form and have such terms and conditions as the Board of Directors in its discretion shall prescribe. 12. WITHHOLDING UPON EXERCISE OF OPTION. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to the Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon exercise of this Option. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon the request of the Company, the Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon the exercise of this Option. 13. NONTRANSFERABILITY OF OPTION. This Option 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 by will or by the laws of descent or distribution or transfer between spouses incident to a divorce. Subject to the foregoing, the terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 14. NO RIGHT OF EMPLOYMENT. This Option shall not confer upon the Optionee any right to continue in the employment of Santera or limit in any respect the right of Santera to discharge the Optionee at any time, with or without cause and with or without notice. 15. MISCELLANEOUS. (a) Successors and Assigns. This Option Agreement shall bind and inure only to the benefit of the parties to this Option Agreement (the "Parties") and their respective successors and assigns. (b) No Third-Party Beneficiaries. Nothing in this Option Agreement is intended to confer any rights or remedies on any persons other than the Parties and their respective successors or assigns. Nothing in this Option Agreement is intended to relieve or discharge the obligation or liability of third persons to any Party. No provision of this Option Agreement shall give any third person any right of subrogation or action over or against any Party. 4 (c) Amendments. (i) The Company reserves the right to amend the terms and provisions of this Option without the Optionee's consent to comply with any Federal or state securities law. (ii) Except as specifically provided in subsection (i) above, this Option 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 Option Agreement, but no waiver shall be binding unless executed in writing by the Party making the waiver. No waiver or any provision of this Option 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 Option Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing. For the protection of the Parties, amendments, waivers and consents that are not in writing and executed by the Party to be bound may be enforced only if they are detrimentally relied upon and proved by clear and convincing evidence. Such evidence shall not include any alleged reliance. (d) Notice. Any notice, instruction or communication required or permitted to be given under this Option Agreement to either Party shall be in writing and shall be deemed given when actually received or, if earlier, five days after deposit in the United States mail by certified or express mail, return receipt requested, first class postage prepaid, addressed to the principal office of such Party or to such other address as such Party may request by written notice. (e) Governing Law. To the extent that Federal laws do not otherwise control, 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) Entire Agreement. This Option Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof. This Option Agreement supersedes all previous agreements between the Parties, and there are now no agreements, representations, or warranties between the Parties, other than those set forth herein. (g) Severability. If any provision of this Option Agreement or the application of such provision to any person or circumstances is held invalid or unenforceable, the remainder of this Option 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. 5 IN WITNESS WHEREOF, this Option Agreement has been duly executed on behalf of the Company by an authorized representative of the Company and by the Optionee as of the date and year first written above. DATE OF GRANT: June 11, 2003 TEKELEC By: /s/ Frederick M. Lax --------------------------------- Frederick M. Lax President and Chief Executive Officer OPTIONEE /s/ Greg Greco ------------------------------------- signature 6 THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. TEKELEC NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION I, _______________ ("Optionee"), hereby agree, represent and warrant to Tekelec (the "Company") as follows: 1. I was granted a Nonstatutory Stock Option (the "Option") on June 11, 2003. 2. Pursuant to the Option, I was granted the right to purchase ____________ shares of the Company's Common Stock (the "Optioned Shares"). 3. I am eligible to exercise the Option. 4. I hereby elect to exercise the Option to purchase ________________of such Optioned Shares (the "Shares") at $12.70 per share, for an aggregate purchase price of $ _________________________. 5. Payment of Purchase Price (please check applicable box): [ ] This Notice of Exercise is accompanied by a check representing payment in full of the purchase price for the Shares plus all applicable withholding taxes. OR [ ] This exercise is a "cashless exercise" effected through my broker. Payment in full for the Shares (including all applicable withholding taxes) in the form of a check will be transmitted by my broker to the Company. 6. In connection with my exercise of the Option, I have received a copy of any Prospectus of the Company's relating to the shares of the Company's Common Stock issuable under the Option. Dated: _________________, 200__ OPTIONEE ________________________________ Signature: __________________________ Social Security Number Address: ____________________________ ____________________________ ____________________________ RECEIVED ON BEHALF OF TEKELEC ON ____________________, 200__. SIGNATURE: __________________________ EX-4.7 8 v92623orexv4w7.txt EXHIBIT 4.7 EXHIBIT 4.7 TEKELEC NONSTATUTORY STOCK OPTION AGREEMENT Tekelec, a California corporation (the "Company"), hereby enters into this Nonstatutory Stock Option Agreement (this "Option Agreement") with SCOTT WEIDENFELLER (the "Optionee") effective as of the 11th day of June, 2003, whereby the Company grants to the Optionee the right and option to purchase an aggregate of 80,000 shares of Common Stock (the "Shares") of the Company in accordance with the terms of that certain Employment Agreement dated April 30, 2003 between Santera Systems Inc., a Delaware corporation and majority owned subsidiary of the Company ("Santera"), and the Optionee (the "Employment Agreement"). The grant of this Option fully discharges Santera's obligations with respect to the grant to the Optionee of stock options to purchase Tekelec Common Stock under Section 7.4 of the Employment Agreement. 1. NATURE OF THE OPTION. This Option is intended to be a nonstatutory stock option and is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or to otherwise qualify for any special tax benefits to the Optionee. 2. EXERCISE PRICE. The exercise price is $12.70 per Share, which price is not less than 100% of the fair market value thereof on the date of the grant. 3. METHOD OF PAYMENT. The consideration to be paid for the Shares to be issued upon exercise of this Option shall consist entirely of cash or check payable to the Company. 4. EXERCISE OF OPTION. This Option shall be exercisable during its term only in accordance with the terms and provisions of this Option Agreement as follows: (a) This Option shall vest and become exercisable cumulatively in 16 equal quarterly installments of 5,000 shares each, with the first of such installments vesting on September 30, 2003, and one additional installment vesting on the last day of each calendar quarter thereafter, as long as the Optionee continues to serve as an employee of Santera; provided, however, that all unvested installments of this Option that would otherwise vest on or prior to December 31, 2003 if the Optionee's employment with Santera had continued through such date shall immediately vest upon the termination of the Optionee's employment with Santera by Santera without Cause during the Term of the Employment Agreement or upon the Optionee's Resignation with Good Reason during the Term of the Employment Agreement. Subject to Section 7 hereof, the Optionee may exercise the exercisable portion of this Option in whole or in part at any time during (i) his employment provided he has been in continuous employment with Santera since the grant of this Option or (ii) the applicable period set forth in Section 6 hereof; provided, however, that the Option may not be exercised for a fraction of a Share. In the event of the Optionee's termination of employment with Santera or the Optionee's disability or death, the provisions of Sections 6 and 7 below shall apply to the right of the Optionee to exercise this Option. (b) This Option shall be exercisable by written notice which shall state the election to exercise this Option, the number of Shares in respect to which this Option is being exercised and such other representations and agreements as may be required by the Company. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the purchase price and an executed Notice of Exercise of Stock Option in the form attached hereto. As soon as practicable after any proper exercise of this Option in accordance with the provisions hereof, the Company shall deliver to the Optionee at the principal executive office of the Company or such other place as shall be mutually agreed upon between the Company and the Optionee, a certificate or certificates representing the Shares for which the Option shall have been exercised. The certificate or certificates for the Shares as to which this Option is exercised shall be registered in the name of the Optionee. (c) No rights of a shareholder shall exist with respect to the Shares under this Option as a result of the mere grant of this Option or the exercise of this Option. Such rights shall exist only after issuance of a stock certificate in accordance with Section 4(b) hereof. (d) For purposes of this Agreement, the terms "Cause," "Good Reason," "Resignation with Good Reason" and "Term of the Employment Agreement" shall have the same meanings as the terms "Cause," "Good Reason," "Resignation with Good Reason" and "Term of this Agreement," respectively, have in Sections 8.2, 8.3, 8.1(c) and 6, respectively, of the Employment Agreement, except that, notwithstanding the foregoing and solely for purposes of Section 6 hereof, "Term of the Employment Agreement" shall mean the period of time commencing on June 10, 2003 and ending on the date set forth in Section 6(i) of the Employment Agreement. 5. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the issuance of Shares upon the Optionee's exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable Federal or state securities law or other applicable law or regulation. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation. 6. TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY. Each installment of this Option shall expire and terminate to the extent not exercised upon the earlier to occur of (a) four years after the vesting date of each Option installment; or (b) the date which occurs (as applicable) (i) 12 months after the date upon which the Optionee's employment with Santera is terminated (A) by Santera without Cause during the Term of the Employment Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after the Term of the Employment Agreement, (B) with Cause due to the Optionee's death or disability during or after the Term of the Employment Agreement, or (C) by the Optionee with Good Reason during the Term of the Employment Agreement pursuant to Section 8.1(c) thereof; (ii) six months after the date upon which Optionee's employment is terminated by the Optionee with or without Good Reason after the Term of the Employment Agreement; or (iii) 30 days after the date upon which 2 the Optionee's employment is terminated (A) by Santera with Cause, other than due to death or disability of the Optionee, during the Term of the Employment Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other than due to death or disability of the Optionee, at any time after the Term of the Employment Agreement, or (C) by the Optionee without Good Reason during the Term of the Employment Agreement. 7. TERM OF OPTION. Subject to Section 6 above, each quarterly installment of this Option will expire and terminate, and may not be exercised more than, four years after the date on which it vests (e.g., the installment vesting on September 30, 2003 shall expire at the close of business on September 30, 2007 unless terminated earlier in accordance with the terms hereof) and may be exercised during such term only in accordance with the terms of this Option Agreement. Notwithstanding any provision herein with respect to the post-employment exercise of this Option, this Option may not be exercised after the expiration of its term. 8. RESERVATION OF SHARES. The Company covenants and agrees that all Shares will, upon issuance and payment in accordance herewith, be fully paid, validly issued and nonassessable. The Company further covenants and agrees that during the term of this Option, the Company will at all times have authorized and reserved for the purpose of issuance upon exercise of this Option at least the maximum number of Shares as are issuable upon such exercise. 9. DISSOLUTION; LIQUIDATION, CONSOLIDATION, MERGER OR RECLASSIFICATION. In the event that while the Optionee is an employee of Santera, the Company proposes to dissolve or liquidate or to sell all or substantially all of its assets (other than in the ordinary course of business), or to merge or consolidate with or into another corporation as a result of which the Company is not the surviving and controlling corporation, the Board of Directors shall (i) make provision for the assumption of this Option by the successor corporation or (ii) declare that this Option shall terminate as of a date fixed by the Board of Directors which is at least 30 days after the notice thereof to the Optionee and shall give the Optionee the right to exercise this Option as to all or any part of the Shares, including Shares as to which this Option would not otherwise be exercisable provided such exercise does not violate Section 7 hereof. 10. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. (a) The number of Shares subject to this Option, as well as the exercise price per Share hereunder shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Company's Common Stock resulting from a stock split or combination or the payment of a stock dividend (but only on the Company's Common Stock) or any other increase or decrease in the number of issued shares of the Company's Common Stock effected without receipt of consideration by the Company (other than stock awards to employees or directors of the Company); 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. Such adjustment shall be automatic and the form of this Agreement need not be changed because of any such adjustment in the exercise price or in the number of Shares purchasable upon exercise of all or any portion of this Option. Except as expressly provided herein, no issue by the 3 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 price of Shares subject to this Option. (b) No fractional shares of Common Stock shall be issuable on account of any action contemplated by Section 9 or Section 10(a) hereof, and the aggregate number of shares into which Shares then covered by this Option, when changed as the result of any such action, shall be reduced to the largest number of whole shares resulting from such action, unless the Company's Board of Directors, in its sole discretion, shall determine to issue scrip certificates in respect to any fractional shares, which scrip certificates shall be in a form and have such terms and conditions as the Board of Directors in its discretion shall prescribe. 12. WITHHOLDING UPON EXERCISE OF OPTION. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to the Optionee any taxes required to be withheld by Federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon exercise of this Option. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon the request of the Company, the Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon the exercise of this Option. 13. NONTRANSFERABILITY OF OPTION. This Option 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 by will or by the laws of descent or distribution or transfer between spouses incident to a divorce. Subject to the foregoing, the terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 14. NO RIGHT OF EMPLOYMENT. This Option shall not confer upon the Optionee any right to continue in the employment of Santera or limit in any respect the right of Santera to discharge the Optionee at any time, with or without cause and with or without notice. 15. MISCELLANEOUS. (a) Successors and Assigns. This Option Agreement shall bind and inure only to the benefit of the parties to this Option Agreement (the "Parties") and their respective successors and assigns. (b) No Third-Party Beneficiaries. Nothing in this Option Agreement is intended to confer any rights or remedies on any persons other than the Parties and their respective successors or assigns. Nothing in this Option Agreement is intended to relieve or discharge the obligation or liability of third persons to any Party. No provision of this Option Agreement shall give any third person any right of subrogation or action over or against any Party. 4 (c) Amendments. (i) The Company reserves the right to amend the terms and provisions of this Option without the Optionee's consent to comply with any Federal or state securities law. (ii) Except as specifically provided in subsection (i) above, this Option 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 Option Agreement, but no waiver shall be binding unless executed in writing by the Party making the waiver. No waiver or any provision of this Option 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 Option Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing. For the protection of the Parties, amendments, waivers and consents that are not in writing and executed by the Party to be bound may be enforced only if they are detrimentally relied upon and proved by clear and convincing evidence. Such evidence shall not include any alleged reliance. (d) Notice. Any notice, instruction or communication required or permitted to be given under this Option Agreement to either Party shall be in writing and shall be deemed given when actually received or, if earlier, five days after deposit in the United States mail by certified or express mail, return receipt requested, first class postage prepaid, addressed to the principal office of such Party or to such other address as such Party may request by written notice. (e) Governing Law. To the extent that Federal laws do not otherwise control, 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) Entire Agreement. This Option Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof. This Option Agreement supersedes all previous agreements between the Parties, and there are now no agreements, representations, or warranties between the Parties, other than those set forth herein. (g) Severability. If any provision of this Option Agreement or the application of such provision to any person or circumstances is held invalid or unenforceable, the remainder of this Option 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. 5 IN WITNESS WHEREOF, this Option Agreement has been duly executed on behalf of the Company by an authorized representative of the Company and by the Optionee as of the date and year first written above. DATE OF GRANT: June 11, 2003 TEKELEC By: /s/ Frederick M. Lax ---------------------------------------- Frederick M. Lax President and Chief Executive Officer OPTIONEE /s/ Scott Weidenfeller ------------------------------------------ signature 6 THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXECUTION OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. TEKELEC NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION I, _______________ ("Optionee"), hereby agree, represent and warrant to Tekelec (the "Company") as follows: 1. I was granted a Nonstatutory Stock Option (the "Option") on June 11, 2003. 2. Pursuant to the Option, I was granted the right to purchase ____________ shares of the Company's Common Stock (the "Optioned Shares"). 3. I am eligible to exercise the Option. 4. I hereby elect to exercise the Option to purchase _______________________ of such Optioned Shares (the "Shares") at $12.70 per share, for an aggregate purchase price of $____________. 5. Payment of Purchase Price (please check applicable box): [ ] This Notice of Exercise is accompanied by a check representing payment in full of the purchase price for the Shares plus all applicable withholding taxes. OR [ ] This exercise is a "cashless exercise" effected through my broker. Payment in full for the Shares (including all applicable withholding taxes) in the form of a check will be transmitted by my broker to the Company. 6. In connection with my exercise of the Option, I have received a copy of any Prospectus of the Company's relating to the shares of the Company's Common Stock issuable under the Option. Dated: _________________ , 200__ OPTIONEE Signature: _______________________________ _______________________________ Social Security Number Address: _________________________________ _________________________________ _________________________________ RECEIVED ON BEHALF OF TEKELEC ON ____________________, 200__. SIGNATURE: _______________________________ EX-5.1 9 v92623orexv5w1.txt EXHIBIT 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 September 30, 2003 Tekelec 26580 West Agoura Road Calabasas, California 91302 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 September 30, 2003 in connection with the registration under the Act of an aggregate of 885,000 shares of Common Stock, without par value, of the Company (collectively, the "Shares") consisting of: (i) 200,000 shares of Common Stock issuable upon exercise of options granted to Greg Greco, (ii) 250,000 shares of Common Stock issuable upon exercise of options granted to David Heard, (iii) 200,000 shares of Common Stock issuable upon exercise of options granted to San-Qi Li, (iv) 55,000 shares of Common Stock issuable upon exercise of options granted to Timothy Mutter, (v) 80,000 shares of Common Stock issuable upon exercise of options granted to James Orlando, (vi) 20,000 shares of Common Stock issuable upon exercise of options granted to Ronald Wagner, and (vii) 80,000 shares of Common Stock issuable upon exercise of options granted to Scott Weidenfeller (the agreements pursuant to which the foregoing options have been granted are referred to together herein as the "Agreements"). In connection with the preparation of the Registration Statement, we have made certain legal and factual examinations and inquiries and examined, among other things, such documents, records, instruments, agreements, certificates and matters as we have considered appropriate and necessary for the rendering of this opinion. We have assumed for the purpose of this opinion the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies, and the genuineness of the signatures thereon. As to various questions of fact material to this opinion, we have, when relevant facts were not independently established, relied, to the extent deemed proper by us, upon certificates and statements of officers and representatives of the Company. Based on the foregoing and in reliance thereon and upon our review of applicable statutes and case law, it is our opinion that: (i) the Shares have been duly authorized and (ii) the Shares, 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 Agreements and the Form S-8 prospectuses to be delivered to the holders of the options, will be validly issued, fully paid and non-assessable. 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. This opinion is rendered solely for your benefit in accordance with the subject transaction and is not to be otherwise used, circulated, quoted or referred to without our prior written consent. We are opining herein as to the effect on the subject transaction only of United States federal law and the internal (and not the conflict of law) laws of the State of California, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. Very truly yours, /s/ Bryan Cave LLP BRYAN CAVE LLP EX-23.1 10 v92623orexv23w1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 29, 2003 relating to the consolidated financial statements and financial statement schedule, which appear in Tekelec's Annual Report on Form 10-K for the year ended December 31, 2002. /s/ PricewaterhouseCoopers LLP Los Angeles, California September 29, 2003 EX-23.2 11 v92623orexv23w2.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Nonstatutory Stock Option Agreements of Tekelec, of our report dated February 24, 2003 (except for Note 13 as to which the date is June 11, 2003), with respect to the financial statements of Santera Systems Inc. for the year ended December 31, 2002 included in the Current Report on Form 8-K/A of Tekelec filed with the Securities and Exchange Commission on June 25, 2003. /s/ Ernst & Young LLP Dallas, Texas September 29, 2003 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.2

                                                                     EXHIBIT 4.2

                                     TEKELEC

                       NONSTATUTORY STOCK OPTION AGREEMENT

         Tekelec, a California corporation (the "Company"), hereby enters into
this Nonstatutory Stock Option Agreement (this "Option Agreement") with SAN-QI
LI (the "Optionee") effective as of the 11th day of June, 2003, whereby the
Company grants to the Optionee the right and option to purchase an aggregate of
200,000 shares of Common Stock (the "Shares") of the Company in accordance with
the terms of that certain Employment Agreement dated April 30, 2003 between
Santera Systems Inc., a Delaware corporation and majority owned subsidiary of
the Company ("Santera"), and the Optionee (the "Employment Agreement"). The
grant of this Option fully discharges Santera's obligations with respect to the
grant to the Optionee of stock options to purchase Tekelec Common Stock under
Section 7.4 of the Employment Agreement.

         1.       NATURE OF THE OPTION. This Option is intended to be a
nonstatutory stock option and is not intended to be an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or to otherwise qualify for any special tax benefits to
the Optionee.

         2.       EXERCISE PRICE. The exercise price is $12.70 per Share, which
price is not less than 100% of the fair market value thereof on the date of the
grant.

         3.       METHOD OF PAYMENT. The consideration to be paid for the Shares
to be issued upon exercise of this Option shall consist entirely of cash or
check payable to the Company.

         4.       EXERCISE OF OPTION. This Option shall be exercisable during
its term only in accordance with the terms and provisions of this Option
Agreement as follows:

                  (a)      This Option shall vest and become exercisable
cumulatively in 16 equal quarterly installments of 12,500 shares each, with the
first of such installments vesting on September 30, 2003, and one additional
installment vesting on the last day of each calendar quarter thereafter, as long
as the Optionee continues to serve as an employee of Santera; provided, however,
that all unvested installments of this Option that would otherwise vest on or
prior to June 30, 2005 if the Optionee's employment with Santera had continued
through such date shall immediately vest upon the termination of the Optionee's
employment with Santera by Santera without Cause during the Term of the
Employment Agreement or upon the Optionee's Resignation with Good Reason during
the Term of the Employment Agreement. Subject to Section 7 hereof, the Optionee
may exercise the exercisable portion of this Option in whole or in part at any
time during (i) his employment provided he has been in continuous employment
with Santera since the grant of this Option or (ii) the applicable period set
forth in Section 6 hereof; provided, however, that the Option may not be
exercised for a fraction of a Share. In the event of the Optionee's termination
of employment with Santera or the Optionee's disability or death, the provisions
of Sections 6 and 7 below shall apply to the right of the Optionee to exercise
this Option.



                  (b)      This Option shall be exercisable by written notice
which shall state the election to exercise this Option, the number of Shares in
respect to which this Option is being exercised and such other representations
and agreements as may be required by the Company. Such written notice shall be
signed by the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company or such other person as may be designated by the
Company. The written notice shall be accompanied by payment of the purchase
price and an executed Notice of Exercise of Stock Option in the form attached
hereto. As soon as practicable after any proper exercise of this Option in
accordance with the provisions hereof, the Company shall deliver to the Optionee
at the principal executive office of the Company or such other place as shall be
mutually agreed upon between the Company and the Optionee, a certificate or
certificates representing the Shares for which the Option shall have been
exercised. The certificate or certificates for the Shares as to which this
Option is exercised shall be registered in the name of the Optionee.

                  (c)      No rights of a shareholder shall exist with respect
to the Shares under this Option as a result of the mere grant of this Option or
the exercise of this Option. Such rights shall exist only after issuance of a
stock certificate in accordance with Section 4(b) hereof.

                  (d)      For purposes of this Agreement, the terms "Cause,"
"Good Reason," "Resignation with Good Reason" and "Term of the Employment
Agreement" shall have the same meanings as the terms "Cause," "Good Reason,"
"Resignation with Good Reason" and "Term of this Agreement," respectively, have
in Sections 8.2, 8.3, 8.1(c) and 6, respectively, of the Employment Agreement,
except that, notwithstanding the foregoing and solely for purposes of Section 6
hereof, "Term of the Employment Agreement" shall mean the period of time
commencing on June 10, 2003 and ending on the date set forth in Section 6(i) of
the Employment Agreement.

         5.       RESTRICTIONS ON EXERCISE. This Option may not be exercised if
the issuance of Shares upon the Optionee's exercise or the method of payment of
consideration for such Shares would constitute a violation of any applicable
Federal or state securities law or other applicable law or regulation. As a
condition to the exercise of this Option, the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation.

         6.       TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY. Each
installment of this Option shall expire and terminate to the extent not
exercised upon the earlier to occur of (a) four years after the vesting date of
each Option installment; or (b) the date which occurs (as applicable) (i) 24
months after the date upon which the Optionee's employment with Santera is
terminated (A) by Santera without Cause during the Term of the Employment
Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after
the Term of the Employment Agreement, (B) with Cause due to the Optionee's death
or disability during or after the Term of the Employment Agreement, or (C) by
the Optionee with Good Reason during the Term of the Employment Agreement
pursuant to Section 8.1(c) thereof; (ii) 12 months after the date upon which
Optionee's employment is terminated by the Optionee with or without Good Reason
after the Term of the Employment Agreement; or (iii) 30 days after the date upon
which

                                       2



the Optionee's employment is terminated (A) by Santera with Cause, other than
due to death or disability of the Optionee, during the Term of the Employment
Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other
than due to death or disability of the Optionee, at any time after the Term of
the Employment Agreement, or (C) by the Optionee without Good Reason during the
Term of the Employment Agreement.

         7.       TERM OF OPTION. Subject to Section 6 above, each quarterly
installment of this Option will expire and terminate, and may not be exercised
more than, four years after the date on which it vests (e.g., the installment
vesting on September 30, 2003 shall expire at the close of business on September
30, 2007 unless terminated earlier in accordance with the terms hereof) and may
be exercised during such term only in accordance with the terms of this Option
Agreement. Notwithstanding any provision herein with respect to the
post-employment exercise of this Option, this Option may not be exercised after
the expiration of its term.

         8.       RESERVATION OF SHARES. The Company covenants and agrees that
all Shares will, upon issuance and payment in accordance herewith, be fully
paid, validly issued and nonassessable. The Company further covenants and agrees
that during the term of this Option, the Company will at all times have
authorized and reserved for the purpose of issuance upon exercise of this Option
at least the maximum number of Shares as are issuable upon such exercise.

         9.       DISSOLUTION; LIQUIDATION, CONSOLIDATION, MERGER OR
RECLASSIFICATION. In the event that while the Optionee is an employee of
Santera, the Company proposes to dissolve or liquidate or to sell all or
substantially all of its assets (other than in the ordinary course of business),
or to merge or consolidate with or into another corporation as a result of which
the Company is not the surviving and controlling corporation, the Board of
Directors shall (i) make provision for the assumption of this Option by the
successor corporation or (ii) declare that this Option shall terminate as of a
date fixed by the Board of Directors which is at least 30 days after the notice
thereof to the Optionee and shall give the Optionee the right to exercise this
Option as to all or any part of the Shares, including Shares as to which this
Option would not otherwise be exercisable provided such exercise does not
violate Section 7 hereof.

         10.      ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.

                  (a)      The number of Shares subject to this Option, as well
as the exercise price per Share hereunder shall be proportionately adjusted for
any increase or decrease in the number of issued shares of the Company's Common
Stock resulting from a stock split or combination or the payment of a stock
dividend (but only on the Company's Common Stock) or any other increase or
decrease in the number of issued shares of the Company's Common Stock effected
without receipt of consideration by the Company (other than stock awards to
employees or directors of the Company); 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. Such adjustment shall be
automatic and the form of this Agreement need not be changed because of any such
adjustment in the exercise price or in the number of Shares purchasable upon
exercise of all or any portion of this Option. Except as expressly provided
herein, no issue by the

                                       3



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 price of Shares subject to this Option.

                  (b)      No fractional shares of Common Stock shall be
issuable on account of any action contemplated by Section 9 or Section 10(a)
hereof, and the aggregate number of shares into which Shares then covered by
this Option, when changed as the result of any such action, shall be reduced to
the largest number of whole shares resulting from such action, unless the
Company's Board of Directors, in its sole discretion, shall determine to issue
scrip certificates in respect to any fractional shares, which scrip certificates
shall be in a form and have such terms and conditions as the Board of Directors
in its discretion shall prescribe.

         12.      WITHHOLDING UPON EXERCISE OF OPTION. The Company reserves the
right to withhold, in accordance with any applicable laws, from any
consideration payable to the Optionee any taxes required to be withheld by
Federal, state or local law as a result of the grant or exercise of this Option
or the sale or other disposition of the Shares issued upon exercise of this
Option. If the amount of any consideration payable to the Optionee is
insufficient to pay such taxes or if no consideration is payable to the
Optionee, upon the request of the Company, the Optionee shall pay to the Company
in cash an amount sufficient for the Company to satisfy any Federal, state or
local tax withholding requirements it may incur as a result of the grant or
exercise of this Option or the sale or other disposition of the Shares issued
upon the exercise of this Option.

         13.      NONTRANSFERABILITY OF OPTION. This Option 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 by
will or by the laws of descent or distribution or transfer between spouses
incident to a divorce. Subject to the foregoing, the terms of this Option shall
be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.

         14.      NO RIGHT OF EMPLOYMENT. This Option shall not confer upon the
Optionee any right to continue in the employment of Santera or limit in any
respect the right of Santera to discharge the Optionee at any time, with or
without cause and with or without notice.

         15.      MISCELLANEOUS.

                  (a)      Successors and Assigns. This Option Agreement shall
bind and inure only to the benefit of the parties to this Option Agreement (the
"Parties") and their respective successors and assigns.

                  (b)      No Third-Party Beneficiaries. Nothing in this Option
Agreement is intended to confer any rights or remedies on any persons other than
the Parties and their respective successors or assigns. Nothing in this Option
Agreement is intended to relieve or discharge the obligation or liability of
third persons to any Party. No provision of this Option Agreement shall give any
third person any right of subrogation or action over or against any Party.

                                       4



                  (c)      Amendments.

                           (i)      The  Company  reserves  the right to amend
the terms and provisions of this Option without the Optionee's consent to comply
with any Federal or state securities law.

                           (ii)     Except as specifically  provided in
subsection (i) above, this Option 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 Option Agreement, but no waiver shall be binding unless
executed in writing by the Party making the waiver. No waiver or any provision
of this Option 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 Option Agreement shall be in writing
and shall be effective only to the extent specifically set forth in such
writing. For the protection of the Parties, amendments, waivers and consents
that are not in writing and executed by the Party to be bound may be enforced
only if they are detrimentally relied upon and proved by clear and convincing
evidence. Such evidence shall not include any alleged reliance.

                  (d)      Notice. Any notice, instruction or communication
required or permitted to be given under this Option Agreement to either Party
shall be in writing and shall be deemed given when actually received or, if
earlier, five days after deposit in the United States mail by certified or
express mail, return receipt requested, first class postage prepaid, addressed
to the principal office of such Party or to such other address as such Party may
request by written notice.

                  (e)      Governing Law. To the extent that Federal laws do not
otherwise control, 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)      Entire Agreement. This Option Agreement constitutes
the entire agreement between the Parties with regard to the subject matter
hereof. This Option Agreement supersedes all previous agreements between the
Parties, and there are now no agreements, representations, or warranties between
the Parties, other than those set forth herein.

                  (g)      Severability. If any provision of this Option
Agreement or the application of such provision to any person or circumstances is
held invalid or unenforceable, the remainder of this Option 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.

                                       5



         IN WITNESS WHEREOF, this Option Agreement has been duly executed on
behalf of the Company by an authorized representative of the Company and by the
Optionee as of the date and year first written above.

DATE OF GRANT: June 11, 2003          TEKELEC

                                      By: /s/ Frederick M. Lax
                                        ----------------------------------------
                                        Frederick M. Lax
                                        President and Chief Executive Officer

                                      OPTIONEE

                                          /s/ San-Qi Li
                                      ------------------------------------------
                                             signature

                                       6



                  THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON
EXECUTION OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.



                                     TEKELEC

                 NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION

         I, _______________ ("Optionee"), hereby agree, represent and warrant to
Tekelec (the "Company") as follows:

         1.       I was granted a Nonstatutory Stock Option (the "Option") on
                  June 11, 2003.

         2.       Pursuant to the Option, I was granted the right to purchase
                  ____________ shares of the Company's Common Stock (the
                  "Optioned Shares").

         3.       I am eligible to exercise the Option.

         4.       I hereby elect to exercise the Option to purchase
                  ______________________ of such Optioned Shares (the "Shares")
                  at $12.70 per share, for an aggregate purchase price of
                  $_________________.

         5.       Payment of Purchase Price (please check applicable box):

                  [ ]      This Notice of Exercise is accompanied by a check
                           representing payment in full of the purchase price
                           for the Shares plus all applicable withholding taxes.

                           OR

                  [ ]      This exercise is a "cashless exercise" effected
                           through my broker. Payment in full for the Shares
                           (including all applicable withholding taxes) in the
                           form of a check will be transmitted by my broker to
                           the Company.

         6.       In connection with my exercise of the Option, I have received
                  a copy of any Prospectus of the Company's relating to the
                  shares of the Company's Common Stock issuable under the
                  Option.

Dated: _________________ , 200__      OPTIONEE

                                      Signature: _______________________________
_______________________________
Social Security Number

                                      Address: _________________________________
                                               _________________________________
                                               _________________________________

================================================================================

RECEIVED ON BEHALF OF TEKELEC ON ____________________, 200__.

                                      SIGNATURE: _______________________________

EX-4.3

                                                                     EXHIBIT 4.3

                                     TEKELEC

                       NONSTATUTORY STOCK OPTION AGREEMENT

         Tekelec, a California corporation (the "Company"), hereby enters into
this Nonstatutory Stock Option Agreement (this "Option Agreement") with TIMOTHY
MUTTER (the "Optionee") effective as of the 11th day of June, 2003, whereby the
Company grants to the Optionee the right and option to purchase an aggregate of
55,000 shares of Common Stock (the "Shares") of the Company in accordance with
the terms of that certain Employment Agreement dated April 30, 2003 between
Santera Systems Inc., a Delaware corporation and majority owned subsidiary of
the Company ("Santera"), and the Optionee (the "Employment Agreement"). The
grant of this Option fully discharges Santera's obligations with respect to the
grant to the Optionee of stock options to purchase Tekelec Common Stock under
Section 7.4 of the Employment Agreement.

         1.       NATURE OF THE OPTION. This Option is intended to be a
nonstatutory stock option and is not intended to be an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or to otherwise qualify for any special tax benefits to
the Optionee.

         2.       EXERCISE PRICE. The exercise price is $12.70 per Share, which
price is not less than 100% of the fair market value thereof on the date of the
grant.

         3.       METHOD OF PAYMENT. The consideration to be paid for the Shares
to be issued upon exercise of this Option shall consist entirely of cash or
check payable to the Company.

         4.       EXERCISE OF OPTION. This Option shall be exercisable during
its term only in accordance with the terms and provisions of this Option
Agreement as follows:

                  (a)      This Option shall vest and become exercisable
cumulatively in 16 equal quarterly installments of 3,437.5 shares each, with the
first of such installments vesting on September 30, 2003, and one additional
installment vesting on the last day of each calendar quarter thereafter, as long
as the Optionee continues to serve as an employee of Santera; provided, however,
that all unvested installments of this Option that would otherwise vest on or
before June 30, 2004 if the Optionee's employment with Santera had continued
through such date shall immediately vest upon the termination of the Optionee's
employment with Santera by Santera without Cause during the Term of the
Employment Agreement or upon the Optionee's Resignation with Good Reason during
the Term of the Employment Agreement. Subject to Section 7 hereof, the Optionee
may exercise the exercisable portion of this Option in whole or in part at any
time during (i) his employment provided he has been in continuous employment
with Santera since the grant of this Option or (ii) the applicable period set
forth in Section 6 hereof; provided, however, that the Option may not be
exercised for a fraction of a Share. In the event of the Optionee's termination
of employment with Santera or the Optionee's disability or death, the provisions
of Sections 6 and 7 below shall apply to the right of the Optionee to exercise
this Option.



                  (b)      This Option shall be exercisable by written notice
which shall state the election to exercise this Option, the number of Shares in
respect to which this Option is being exercised and such other representations
and agreements as may be required by the Company. Such written notice shall be
signed by the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company or such other person as may be designated by the
Company. The written notice shall be accompanied by payment of the purchase
price and an executed Notice of Exercise of Stock Option in the form attached
hereto. As soon as practicable after any proper exercise of this Option in
accordance with the provisions hereof, the Company shall deliver to the Optionee
at the principal executive office of the Company or such other place as shall be
mutually agreed upon between the Company and the Optionee, a certificate or
certificates representing the Shares for which the Option shall have been
exercised. The certificate or certificates for the Shares as to which this
Option is exercised shall be registered in the name of the Optionee.

                  (c)      No rights of a shareholder shall exist with respect
to the Shares under this Option as a result of the mere grant of this Option or
the exercise of this Option. Such rights shall exist only after issuance of a
stock certificate in accordance with Section 4(b) hereof.

                  (d)      For purposes of this Agreement, the terms "Cause,"
"Good Reason," "Resignation with Good Reason" and "Term of the Employment
Agreement" shall have the same meanings as the terms "Cause," "Good Reason,"
"Resignation with Good Reason" and "Term of this Agreement," respectively, have
in Sections 8.2, 8.3, 8.1(c) and 6, respectively, of the Employment Agreement,
except that, notwithstanding the foregoing and solely for purposes of Section 6
hereof, "Term of the Employment Agreement" shall mean the period of time
commencing on June 10, 2003 and ending on the date set forth in Section 6(i) of
the Employment Agreement.

         5.       RESTRICTIONS ON EXERCISE. This Option may not be exercised if
the issuance of Shares upon the Optionee's exercise or the method of payment of
consideration for such Shares would constitute a violation of any applicable
Federal or state securities law or other applicable law or regulation. As a
condition to the exercise of this Option, the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation.

         6.       TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY. Each
installment of this Option shall expire and terminate to the extent not
exercised upon the earlier to occur of (a) four years after the vesting date of
each Option installment; or (b) the date which occurs (as applicable) (i) 12
months after the date upon which the Optionee's employment with Santera is
terminated (A) by Santera without Cause during the Term of the Employment
Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after
the Term of the Employment Agreement, (B) with Cause due to the Optionee's death
or disability during or after the Term of the Employment Agreement, or (C) by
the Optionee with Good Reason during the Term of the Employment Agreement
pursuant to Section 8.1(c) thereof; (ii) six months after the date upon which
Optionee's employment is terminated by the Optionee with or without Good Reason
after the Term of the Employment Agreement; or (iii) 30 days after the date upon
which

                                        2



the Optionee's employment is terminated (A) by Santera with Cause, other than
due to death or disability of the Optionee, during the Term of the Employment
Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other
than due to death or disability of the Optionee, at any time after the Term of
the Employment Agreement, or (C) by the Optionee without Good Reason during the
Term of the Employment Agreement.

         7.       TERM OF OPTION. Subject to Section 6 above, each quarterly
installment of this Option will expire and terminate, and may not be exercised
more than, four years after the date on which it vests (e.g., the installment
vesting on September 30, 2003 shall expire at the close of business on September
30, 2007 unless terminated earlier in accordance with the terms hereof) and may
be exercised during such term only in accordance with the terms of this Option
Agreement. Notwithstanding any provision herein with respect to the
post-employment exercise of this Option, this Option may not be exercised after
the expiration of its term.

         8.       RESERVATION OF SHARES. The Company covenants and agrees that
all Shares will, upon issuance and payment in accordance herewith, be fully
paid, validly issued and nonassessable. The Company further covenants and agrees
that during the term of this Option, the Company will at all times have
authorized and reserved for the purpose of issuance upon exercise of this Option
at least the maximum number of Shares as are issuable upon such exercise.

         9.       DISSOLUTION; LIQUIDATION, CONSOLIDATION, MERGER OR
RECLASSIFICATION. In the event that while the Optionee is an employee of
Santera, the Company proposes to dissolve or liquidate or to sell all or
substantially all of its assets (other than in the ordinary course of business),
or to merge or consolidate with or into another corporation as a result of which
the Company is not the surviving and controlling corporation, the Board of
Directors shall (i) make provision for the assumption of this Option by the
successor corporation or (ii) declare that this Option shall terminate as of a
date fixed by the Board of Directors which is at least 30 days after the notice
thereof to the Optionee and shall give the Optionee the right to exercise this
Option as to all or any part of the Shares, including Shares as to which this
Option would not otherwise be exercisable provided such exercise does not
violate Section 7 hereof.

         10.      ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.

                  (a)      The number of Shares subject to this Option, as well
as the exercise price per Share hereunder shall be proportionately adjusted for
any increase or decrease in the number of issued shares of the Company's Common
Stock resulting from a stock split or combination or the payment of a stock
dividend (but only on the Company's Common Stock) or any other increase or
decrease in the number of issued shares of the Company's Common Stock effected
without receipt of consideration by the Company (other than stock awards to
employees or directors of the Company); 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. Such adjustment shall be
automatic and the form of this Agreement need not be changed because of any such
adjustment in the exercise price or in the number of Shares purchasable upon
exercise of all or any portion of this Option. Except as expressly provided
herein, no issue by the

                                        3



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 price of Shares subject to this Option.

                  (b)      No fractional shares of Common Stock shall be
issuable on account of any action contemplated by Section 9 or Section 10(a)
hereof, and the aggregate number of shares into which Shares then covered by
this Option, when changed as the result of any such action, shall be reduced to
the largest number of whole shares resulting from such action, unless the
Company's Board of Directors, in its sole discretion, shall determine to issue
scrip certificates in respect to any fractional shares, which scrip certificates
shall be in a form and have such terms and conditions as the Board of Directors
in its discretion shall prescribe.

         12.      WITHHOLDING UPON EXERCISE OF OPTION. The Company reserves the
right to withhold, in accordance with any applicable laws, from any
consideration payable to the Optionee any taxes required to be withheld by
Federal, state or local law as a result of the grant or exercise of this Option
or the sale or other disposition of the Shares issued upon exercise of this
Option. If the amount of any consideration payable to the Optionee is
insufficient to pay such taxes or if no consideration is payable to the
Optionee, upon the request of the Company, the Optionee shall pay to the Company
in cash an amount sufficient for the Company to satisfy any Federal, state or
local tax withholding requirements it may incur as a result of the grant or
exercise of this Option or the sale or other disposition of the Shares issued
upon the exercise of this Option.

         13.      NONTRANSFERABILITY OF OPTION. This Option 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 by
will or by the laws of descent or distribution or transfer between spouses
incident to a divorce. Subject to the foregoing, the terms of this Option shall
be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.

         14.      NO RIGHT OF EMPLOYMENT. This Option shall not confer upon the
Optionee any right to continue in the employment of Santera or limit in any
respect the right of Santera to discharge the Optionee at any time, with or
without cause and with or without notice.

         15.      MISCELLANEOUS.

                  (a)      Successors and Assigns. This Option Agreement shall
bind and inure only to the benefit of the parties to this Option Agreement (the
"Parties") and their respective successors and assigns.

                  (b)      No Third-Party Beneficiaries. Nothing in this Option
Agreement is intended to confer any rights or remedies on any persons other than
the Parties and their respective successors or assigns. Nothing in this Option
Agreement is intended to relieve or discharge the obligation or liability of
third persons to any Party. No provision of this Option Agreement shall give any
third person any right of subrogation or action over or against any Party.

                                        4



                  (c)      Amendments.

                           (i)      The Company reserves the right to amend the
terms and provisions of this Option without the Optionee's consent to comply
with any Federal or state securities law.

                           (ii)     Except as specifically provided in
subsection (i) above, this Option 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 Option Agreement, but no waiver shall be binding unless
executed in writing by the Party making the waiver. No waiver or any provision
of this Option 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 Option Agreement shall be in writing
and shall be effective only to the extent specifically set forth in such
writing. For the protection of the Parties, amendments, waivers and consents
that are not in writing and executed by the Party to be bound may be enforced
only if they are detrimentally relied upon and proved by clear and convincing
evidence. Such evidence shall not include any alleged reliance.

                  (d)      Notice. Any notice, instruction or communication
required or permitted to be given under this Option Agreement to either Party
shall be in writing and shall be deemed given when actually received or, if
earlier, five days after deposit in the United States mail by certified or
express mail, return receipt requested, first class postage prepaid, addressed
to the principal office of such Party or to such other address as such Party may
request by written notice.

                  (e)      Governing Law. To the extent that Federal laws do not
otherwise control, 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)      Entire Agreement. This Option Agreement constitutes
the entire agreement between the Parties with regard to the subject matter
hereof. This Option Agreement supersedes all previous agreements between the
Parties, and there are now no agreements, representations, or warranties between
the Parties, other than those set forth herein.

                  (g)      Severability. If any provision of this Option
Agreement or the application of such provision to any person or circumstances is
held invalid or unenforceable, the remainder of this Option 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.

                                        5



         IN WITNESS WHEREOF, this Option Agreement has been duly executed on
behalf of the Company by an authorized representative of the Company and by the
Optionee as of the date and year first written above.

DATE OF GRANT: June 11, 2003               TEKELEC

                                           By:    /s/ Frederick M. Lax
                                               ---------------------------------
                                               Frederick M. Lax
                                               President and Chief Executive
                                               Officer

                                           OPTIONEE

                                                  /s/ Timothy Mutter
                                           -------------------------------------
                                                         signature

                                        6



                  THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON
EXECUTION OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.



                                     TEKELEC

                 NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION

         I, _______________ ("Optionee"), hereby agree, represent and warrant to
Tekelec (the "Company") as follows:

         1.       I was granted a Nonstatutory Stock Option (the "Option") on
                  June 11, 2003.

         2.       Pursuant to the Option, I was granted the right to purchase
                  ____________ shares of the Company's Common Stock (the
                  "Optioned Shares").

         3.       I am eligible to exercise the Option.

         4.       I hereby elect to exercise the Option to purchase
                  _________________ of such Optioned Shares (the "Shares") at
                  $12.70 per share, for an aggregate purchase price of $
                  ________________.

         5.       Payment of Purchase Price (please check applicable box):

                  [ ]      This Notice of Exercise is accompanied by a check
                           representing payment in full of the purchase price
                           for the Shares plus all applicable withholding taxes.

                           OR

                  [ ]      This exercise is a "cashless exercise" effected
                           through my broker. Payment in full for the Shares
                           (including all applicable withholding taxes) in the
                           form of a check will be transmitted by my broker to
                           the Company.

         6.       In connection with my exercise of the Option, I have received
                  a copy of any Prospectus of the Company's relating to the
                  shares of the Company's Common Stock issuable under the
                  Option.

Dated: _________________, 200__            OPTIONEE

________________________________           Signature: __________________________
Social Security Number

                                           Address: ____________________________
                                                    ____________________________
                                                    ____________________________

RECEIVED ON BEHALF OF TEKELEC ON ____________________, 200__.

                                           SIGNATURE: __________________________

EX-4.4

                                                                     EXHIBIT 4.4

                                     TEKELEC

                       NONSTATUTORY STOCK OPTION AGREEMENT

         Tekelec, a California corporation (the "Company"), hereby enters into
this Nonstatutory Stock Option Agreement (this "Option Agreement") with JAMES
ORLANDO (the "Optionee") effective as of the 11th day of June, 2003, whereby the
Company grants to the Optionee the right and option to purchase an aggregate of
80,000 shares of Common Stock (the "Shares") of the Company in accordance with
the terms of that certain Employment Agreement dated April 30, 2003 between
Santera Systems Inc., a Delaware corporation and majority owned subsidiary of
the Company ("Santera"), and the Optionee (the "Employment Agreement"). The
grant of this Option fully discharges Santera's obligations with respect to the
grant to the Optionee of stock options to purchase Tekelec Common Stock under
Section 7.4 of the Employment Agreement.

         1.       NATURE OF THE OPTION. This Option is intended to be a
nonstatutory stock option and is not intended to be an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or to otherwise qualify for any special tax benefits to
the Optionee.

         2.       EXERCISE PRICE. The exercise price is $12.70 per Share, which
price is not less than 100% of the fair market value thereof on the date of the
grant.

         3.       METHOD OF PAYMENT. The consideration to be paid for the Shares
to be issued upon exercise of this Option shall consist entirely of cash or
check payable to the Company.

         4.       EXERCISE OF OPTION. This Option shall be exercisable during
its term only in accordance with the terms and provisions of this Option
Agreement as follows:

                  (a)      This Option shall vest and become exercisable
cumulatively in 16 equal quarterly installments of 5,000 shares each, with the
first of such installments vesting on September 30, 2003, and one additional
installment vesting on the last day of each calendar quarter thereafter, as long
as the Optionee continues to serve as an employee of Santera; provided, however,
that all unvested installments of this Option that would otherwise vest on or
before June 30, 2004 if the Optionee's employment with Santera had continued
through such date shall immediately vest upon the termination of the Optionee's
employment with Santera by Santera without Cause during the Term of the
Employment Agreement or upon the Optionee's Resignation with Good Reason during
the Term of the Employment Agreement. Subject to Section 7 hereof, the Optionee
may exercise the exercisable portion of this Option in whole or in part at any
time during (i) his employment provided he has been in continuous employment
with Santera since the grant of this Option or (ii) the applicable period set
forth in Section 6 hereof; provided, however, that the Option may not be
exercised for a fraction of a Share. In the event of the Optionee's termination
of employment with Santera or the Optionee's disability or death, the provisions
of Sections 6 and 7 below shall apply to the right of the Optionee to exercise
this Option.



                  (b)      This Option shall be exercisable by written notice
which shall state the election to exercise this Option, the number of Shares in
respect to which this Option is being exercised and such other representations
and agreements as may be required by the Company. Such written notice shall be
signed by the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company or such other person as may be designated by the
Company. The written notice shall be accompanied by payment of the purchase
price and an executed Notice of Exercise of Stock Option in the form attached
hereto. As soon as practicable after any proper exercise of this Option in
accordance with the provisions hereof, the Company shall deliver to the Optionee
at the principal executive office of the Company or such other place as shall be
mutually agreed upon between the Company and the Optionee, a certificate or
certificates representing the Shares for which the Option shall have been
exercised. The certificate or certificates for the Shares as to which this
Option is exercised shall be registered in the name of the Optionee.

                  (c)      No rights of a shareholder shall exist with respect
to the Shares under this Option as a result of the mere grant of this Option or
the exercise of this Option. Such rights shall exist only after issuance of a
stock certificate in accordance with Section 4(b) hereof.

                  (d)      For purposes of this Agreement, the terms "Cause,"
"Good Reason," "Resignation with Good Reason" and "Term of the Employment
Agreement" shall have the same meanings as the terms "Cause," "Good Reason,"
"Resignation with Good Reason" and "Term of this Agreement," respectively, have
in Sections 8.2, 8.3, 8.1(c) and 6, respectively, of the Employment Agreement,
except that, notwithstanding the foregoing and solely for purposes of Section 6
hereof, "Term of the Employment Agreement" shall mean the period of time
commencing on June 10, 2003 and ending on the date set forth in Section 6(i) of
the Employment Agreement.

         5.       RESTRICTIONS ON EXERCISE. This Option may not be exercised if
the issuance of Shares upon the Optionee's exercise or the method of payment of
consideration for such Shares would constitute a violation of any applicable
Federal or state securities law or other applicable law or regulation. As a
condition to the exercise of this Option, the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation.

         6.       TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY. Each
installment of this Option shall expire and terminate to the extent not
exercised upon the earlier to occur of (a) four years after the vesting date of
each Option installment; or (b) the date which occurs (as applicable) (i) 12
months after the date upon which the Optionee's employment with Santera is
terminated (A) by Santera without Cause during the Term of the Employment
Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after
the Term of the Employment Agreement, (B) with Cause due to the Optionee's death
or disability during or after the Term of the Employment Agreement, or (C) by
the Optionee with Good Reason during the Term of the Employment Agreement
pursuant to Section 8.1(c) thereof; (ii) six months after the date upon which
Optionee's employment is terminated by the Optionee with or without Good Reason
after the Term of the Employment Agreement; or (iii) 30 days after the date upon
which

                                        2



the Optionee's employment is terminated (A) by Santera with Cause, other than
due to death or disability of the Optionee, during the Term of the Employment
Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other
than due to death or disability of the Optionee, at any time after the Term of
the Employment Agreement, or (C) by the Optionee without Good Reason during the
Term of the Employment Agreement.

         7.       TERM OF OPTION. Subject to Section 6 above, each quarterly
installment of this Option will expire and terminate, and may not be exercised
more than, four years after the date on which it vests (e.g., the installment
vesting on September 30, 2003 shall expire at the close of business on September
30, 2007 unless terminated earlier in accordance with the terms hereof) and may
be exercised during such term only in accordance with the terms of this Option
Agreement. Notwithstanding any provision herein with respect to the
post-employment exercise of this Option, this Option may not be exercised after
the expiration of its term.

         8.       RESERVATION OF SHARES. The Company covenants and agrees that
all Shares will, upon issuance and payment in accordance herewith, be fully
paid, validly issued and nonassessable. The Company further covenants and agrees
that during the term of this Option, the Company will at all times have
authorized and reserved for the purpose of issuance upon exercise of this Option
at least the maximum number of Shares as are issuable upon such exercise.

         9.       DISSOLUTION; LIQUIDATION, CONSOLIDATION, MERGER OR
RECLASSIFICATION. In the event that while the Optionee is an employee of
Santera, the Company proposes to dissolve or liquidate or to sell all or
substantially all of its assets (other than in the ordinary course of business),
or to merge or consolidate with or into another corporation as a result of which
the Company is not the surviving and controlling corporation, the Board of
Directors shall (i) make provision for the assumption of this Option by the
successor corporation or (ii) declare that this Option shall terminate as of a
date fixed by the Board of Directors which is at least 30 days after the notice
thereof to the Optionee and shall give the Optionee the right to exercise this
Option as to all or any part of the Shares, including Shares as to which this
Option would not otherwise be exercisable provided such exercise does not
violate Section 7 hereof.

         10.      ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.

                  (a)      The number of Shares subject to this Option, as well
as the exercise price per Share hereunder shall be proportionately adjusted for
any increase or decrease in the number of issued shares of the Company's Common
Stock resulting from a stock split or combination or the payment of a stock
dividend (but only on the Company's Common Stock) or any other increase or
decrease in the number of issued shares of the Company's Common Stock effected
without receipt of consideration by the Company (other than stock awards to
employees or directors of the Company); 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. Such adjustment shall be
automatic and the form of this Agreement need not be changed because of any such
adjustment in the exercise price or in the number of Shares purchasable upon
exercise of all or any portion of this Option. Except as expressly provided
herein, no issue by the

                                        3



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 price of Shares subject to this Option.

                  (b)      No fractional shares of Common Stock shall be
issuable on account of any action contemplated by Section 9 or Section 10(a)
hereof, and the aggregate number of shares into which Shares then covered by
this Option, when changed as the result of any such action, shall be reduced to
the largest number of whole shares resulting from such action, unless the
Company's Board of Directors, in its sole discretion, shall determine to issue
scrip certificates in respect to any fractional shares, which scrip certificates
shall be in a form and have such terms and conditions as the Board of Directors
in its discretion shall prescribe.

         12.      WITHHOLDING UPON EXERCISE OF OPTION. The Company reserves the
right to withhold, in accordance with any applicable laws, from any
consideration payable to the Optionee any taxes required to be withheld by
Federal, state or local law as a result of the grant or exercise of this Option
or the sale or other disposition of the Shares issued upon exercise of this
Option. If the amount of any consideration payable to the Optionee is
insufficient to pay such taxes or if no consideration is payable to the
Optionee, upon the request of the Company, the Optionee shall pay to the Company
in cash an amount sufficient for the Company to satisfy any Federal, state or
local tax withholding requirements it may incur as a result of the grant or
exercise of this Option or the sale or other disposition of the Shares issued
upon the exercise of this Option.

         13.      NONTRANSFERABILITY OF OPTION. This Option 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 by
will or by the laws of descent or distribution or transfer between spouses
incident to a divorce. Subject to the foregoing, the terms of this Option shall
be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.

         14.      NO RIGHT OF EMPLOYMENT. This Option shall not confer upon the
Optionee any right to continue in the employment of Santera or limit in any
respect the right of Santera to discharge the Optionee at any time, with or
without cause and with or without notice.

         15.      MISCELLANEOUS.

                  (a)      Successors and Assigns. This Option Agreement shall
bind and inure only to the benefit of the parties to this Option Agreement (the
"Parties") and their respective successors and assigns.

                  (b)      No Third-Party Beneficiaries. Nothing in this Option
Agreement is intended to confer any rights or remedies on any persons other than
the Parties and their respective successors or assigns. Nothing in this Option
Agreement is intended to relieve or discharge the obligation or liability of
third persons to any Party. No provision of this Option Agreement shall give any
third person any right of subrogation or action over or against any Party.

                                        4



                  (c)      Amendments.

                           (i)      The Company reserves the right to amend the
terms and provisions of this Option without the Optionee's consent to comply
with any Federal or state securities law.

                           (ii)     Except as specifically provided in
subsection (i) above, this Option 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 Option Agreement, but no waiver shall be binding unless
executed in writing by the Party making the waiver. No waiver or any provision
of this Option 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 Option Agreement shall be in writing
and shall be effective only to the extent specifically set forth in such
writing. For the protection of the Parties, amendments, waivers and consents
that are not in writing and executed by the Party to be bound may be enforced
only if they are detrimentally relied upon and proved by clear and convincing
evidence. Such evidence shall not include any alleged reliance.

                  (d)      Notice. Any notice, instruction or communication
required or permitted to be given under this Option Agreement to either Party
shall be in writing and shall be deemed given when actually received or, if
earlier, five days after deposit in the United States mail by certified or
express mail, return receipt requested, first class postage prepaid, addressed
to the principal office of such Party or to such other address as such Party may
request by written notice.

                  (e)      Governing Law. To the extent that Federal laws do not
otherwise control, 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)      Entire Agreement. This Option Agreement constitutes
the entire agreement between the Parties with regard to the subject matter
hereof. This Option Agreement supersedes all previous agreements between the
Parties, and there are now no agreements, representations, or warranties between
the Parties, other than those set forth herein.

                  (g)      Severability. If any provision of this Option
Agreement or the application of such provision to any person or circumstances is
held invalid or unenforceable, the remainder of this Option 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.

                                        5



         IN WITNESS WHEREOF, this Option Agreement has been duly executed on
behalf of the Company by an authorized representative of the Company and by the
Optionee as of the date and year first written above.

DATE OF GRANT: June 11, 2003               TEKELEC

                                           By:    /s/ Frederick M. Lax
                                               ---------------------------------
                                               Frederick M. Lax
                                               President and Chief Executive
                                               Officer

                                           OPTIONEE

                                                  /s/ James Orlando
                                           -------------------------------------
                                                         signature

                                        6



                  THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON
EXECUTION OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.



                                     TEKELEC

                 NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION

         I, _______________ ("Optionee"), hereby agree, represent and warrant to
Tekelec (the "Company") as follows:

         1.       I was granted a Nonstatutory Stock Option (the "Option") on
                  June 11, 2003.

         2.       Pursuant to the Option, I was granted the right to purchase
                  ____________ shares of the Company's Common Stock (the
                  "Optioned Shares").

         3.       I am eligible to exercise the Option.

         4.       I hereby elect to exercise the Option to purchase
                  _________________of such Optioned Shares (the "Shares") at
                  $12.70 per share, for an aggregate purchase price of $
                  _____________________.

         5.       Payment of Purchase Price (please check applicable box):

                  [ ]      This Notice of Exercise is accompanied by a check
                           representing payment in full of the purchase price
                           for the Shares plus all applicable withholding taxes.

                           OR

                  [ ]      This exercise is a "cashless exercise" effected
                           through my broker. Payment in full for the Shares
                           (including all applicable withholding taxes) in the
                           form of a check will be transmitted by my broker to
                           the Company.

         6.       In connection with my exercise of the Option, I have received
                  a copy of any Prospectus of the Company's relating to the
                  shares of the Company's Common Stock issuable under the
                  Option.

Dated: _________________, 200__            OPTIONEE

________________________________           Signature: __________________________
Social Security Number

                                           Address: ____________________________
                                                    ____________________________
                                                    ____________________________

RECEIVED ON BEHALF OF TEKELEC ON ____________________, 200__.

                                           SIGNATURE: __________________________

EX-4.5

                                                                     EXHIBIT 4.5

                                     TEKELEC

                       NONSTATUTORY STOCK OPTION AGREEMENT

         Tekelec, a California corporation (the "Company"), hereby enters into
this Nonstatutory Stock Option Agreement (this "Option Agreement") with RONALD
WAGNER (the "Optionee") effective as of the 11th day of June, 2003, whereby the
Company grants to the Optionee the right and option to purchase an aggregate of
20,000 shares of Common Stock (the "Shares") of the Company in accordance with
the terms of that certain Employment Agreement dated April 30, 2003 between
Santera Systems Inc., a Delaware corporation and majority owned subsidiary of
the Company ("Santera"), and the Optionee (the "Employment Agreement"). The
grant of this Option fully discharges Santera's obligations with respect to the
grant to the Optionee of stock options to purchase Tekelec Common Stock under
Section 7.4 of the Employment Agreement.

         1.       NATURE OF THE OPTION. This Option is intended to be a
nonstatutory stock option and is not intended to be an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or to otherwise qualify for any special tax benefits to
the Optionee.

         2.       EXERCISE PRICE. The exercise price is $12.70 per Share, which
price is not less than 100% of the fair market value thereof on the date of the
grant.

         3.       METHOD OF PAYMENT. The consideration to be paid for the Shares
to be issued upon exercise of this Option shall consist entirely of cash or
check payable to the Company.

         4.       EXERCISE OF OPTION. This Option shall be exercisable during
its term only in accordance with the terms and provisions of this Option
Agreement as follows:

                  (a)      This Option shall vest and become exercisable as to
10,000 shares on September 8, 2003 and as to the remaining 10,000 shares on
December 7, 2003, as long as the Optionee continues to serve as an employee of
Santera; provided, however, that all unvested installments of this Option that
would otherwise vest on or before December 31, 2003 if the Optionee's employment
with Santera had continued through such date shall immediately vest upon the
termination of the Optionee's employment with Santera by Santera without Cause
during the Term of the Employment Agreement or upon the Optionee's Resignation
with Good Reason during the Term of the Employment Agreement. Subject to Section
7 hereof, the Optionee may exercise the exercisable portion of this Option in
whole or in part at any time during (i) his employment provided he has been in
continuous employment with Santera since the grant of this Option or (ii) the
applicable period set forth in Section 6 hereof; provided, however, that the
Option may not be exercised for a fraction of a Share. In the event of the
Optionee's termination of employment with Santera or the Optionee's disability
or death, the provisions of Sections 6 and 7 below shall apply to the right of
the Optionee to exercise this Option.



                  (b)      This Option shall be exercisable by written notice
which shall state the election to exercise this Option, the number of Shares in
respect to which this Option is being exercised and such other representations
and agreements as may be required by the Company. Such written notice shall be
signed by the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company or such other person as may be designated by the
Company. The written notice shall be accompanied by payment of the purchase
price and an executed Notice of Exercise of Stock Option in the form attached
hereto. As soon as practicable after any proper exercise of this Option in
accordance with the provisions hereof, the Company shall deliver to the Optionee
at the principal executive office of the Company or such other place as shall be
mutually agreed upon between the Company and the Optionee, a certificate or
certificates representing the Shares for which the Option shall have been
exercised. The certificate or certificates for the Shares as to which this
Option is exercised shall be registered in the name of the Optionee.

                  (c)      No rights of a shareholder shall exist with respect
to the Shares under this Option as a result of the mere grant of this Option or
the exercise of this Option. Such rights shall exist only after issuance of a
stock certificate in accordance with Section 4(b) hereof.

                  (d)      For purposes of this Agreement, the terms "Cause,"
"Good Reason," "Resignation with Good Reason" and "Term of the Employment
Agreement" shall have the same meanings as the terms "Cause," "Good Reason,"
"Resignation with Good Reason" and "Term of this Agreement," respectively, have
in Sections 8.2, 8.3, 8.1(c) and 6, respectively, of the Employment Agreement,
except that, notwithstanding the foregoing and solely for purposes of Section 6
hereof, "Term of the Employment Agreement" shall mean the period of time
commencing on June 10, 2003 and ending on the date set forth in Section 6(i) of
the Employment Agreement.

         5.       RESTRICTIONS ON EXERCISE. This Option may not be exercised if
the issuance of Shares upon the Optionee's exercise or the method of payment of
consideration for such Shares would constitute a violation of any applicable
Federal or state securities law or other applicable law or regulation. As a
condition to the exercise of this Option, the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation.

         6.       TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY. Each
installment of this Option shall expire and terminate to the extent not
exercised upon the earlier to occur of (a) four years after the vesting date of
each Option installment; or (b) the date which occurs (as applicable) (i) 12
months after the date upon which the Optionee's employment with Santera is
terminated (A) by Santera without Cause during the Term of the Employment
Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after
the Term of the Employment Agreement, (B) with Cause due to the Optionee's death
or disability during or after the Term of the Employment Agreement, or (C) by
the Optionee with Good Reason during the Term of the Employment Agreement
pursuant to Section 8.1(c) thereof; (ii) six months after the date upon which
Optionee's employment is terminated by the Optionee with or without Good Reason
after the Term of the Employment Agreement; or (iii) 30 days after the date upon
which

                                       2



the Optionee's employment is terminated (A) by Santera with Cause, other than
due to death or disability of the Optionee, during the Term of the Employment
Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other
than due to death or disability of the Optionee, at any time after the Term of
the Employment Agreement, or (C) by the Optionee without Good Reason during the
Term of the Employment Agreement.

         7.       TERM OF OPTION. Subject to Section 6 above, each installment
of this Option will expire and terminate, and may not be exercised more than,
four years after the date on which it vests (e.g., the installment vesting on
September 8, 2003 shall expire at the close of business on September 8, 2007
unless terminated earlier in accordance with the terms hereof) and may be
exercised during such term only in accordance with the terms of this Option
Agreement. Notwithstanding any provision herein with respect to the
post-employment exercise of this Option, this Option may not be exercised after
the expiration of its term.

         8.       RESERVATION OF SHARES. The Company covenants and agrees that
all Shares will, upon issuance and payment in accordance herewith, be fully
paid, validly issued and nonassessable. The Company further covenants and agrees
that during the term of this Option, the Company will at all times have
authorized and reserved for the purpose of issuance upon exercise of this Option
at least the maximum number of Shares as are issuable upon such exercise.

         9.       DISSOLUTION; LIQUIDATION, CONSOLIDATION, MERGER OR
RECLASSIFICATION. In the event that while the Optionee is an employee of
Santera, the Company proposes to dissolve or liquidate or to sell all or
substantially all of its assets (other than in the ordinary course of business),
or to merge or consolidate with or into another corporation as a result of which
the Company is not the surviving and controlling corporation, the Board of
Directors shall (i) make provision for the assumption of this Option by the
successor corporation or (ii) declare that this Option shall terminate as of a
date fixed by the Board of Directors which is at least 30 days after the notice
thereof to the Optionee and shall give the Optionee the right to exercise this
Option as to all or any part of the Shares, including Shares as to which this
Option would not otherwise be exercisable provided such exercise does not
violate Section 7 hereof.

         10.      ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.

                  (a)      The number of Shares subject to this Option, as well
as the exercise price per Share hereunder shall be proportionately adjusted for
any increase or decrease in the number of issued shares of the Company's Common
Stock resulting from a stock split or combination or the payment of a stock
dividend (but only on the Company's Common Stock) or any other increase or
decrease in the number of issued shares of the Company's Common Stock effected
without receipt of consideration by the Company (other than stock awards to
employees or directors of the Company); 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. Such adjustment shall be
automatic and the form of this Agreement need not be changed because of any such
adjustment in the exercise price or in the number of Shares purchasable upon
exercise of all or any portion of this Option. Except as expressly provided
herein, no issue by the

                                       3



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 price of Shares subject to this Option.

                  (b)      No fractional shares of Common Stock shall be
issuable on account of any action contemplated by Section 9 or Section 10(a)
hereof, and the aggregate number of shares into which Shares then covered by
this Option, when changed as the result of any such action, shall be reduced to
the largest number of whole shares resulting from such action, unless the
Company's Board of Directors, in its sole discretion, shall determine to issue
scrip certificates in respect to any fractional shares, which scrip certificates
shall be in a form and have such terms and conditions as the Board of Directors
in its discretion shall prescribe.

         12.      WITHHOLDING UPON EXERCISE OF OPTION. The Company reserves the
right to withhold, in accordance with any applicable laws, from any
consideration payable to the Optionee any taxes required to be withheld by
Federal, state or local law as a result of the grant or exercise of this Option
or the sale or other disposition of the Shares issued upon exercise of this
Option. If the amount of any consideration payable to the Optionee is
insufficient to pay such taxes or if no consideration is payable to the
Optionee, upon the request of the Company, the Optionee shall pay to the Company
in cash an amount sufficient for the Company to satisfy any Federal, state or
local tax withholding requirements it may incur as a result of the grant or
exercise of this Option or the sale or other disposition of the Shares issued
upon the exercise of this Option.

         13.      NONTRANSFERABILITY OF OPTION. This Option 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 by
will or by the laws of descent or distribution or transfer between spouses
incident to a divorce. Subject to the foregoing, the terms of this Option shall
be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.

         14.      NO RIGHT OF EMPLOYMENT. This Option shall not confer upon the
Optionee any right to continue in the employment of Santera or limit in any
respect the right of Santera to discharge the Optionee at any time, with or
without cause and with or without notice.

         15.      MISCELLANEOUS.

                  (a)      Successors and Assigns. This Option Agreement shall
bind and inure only to the benefit of the parties to this Option Agreement (the
"Parties") and their respective successors and assigns.

                  (b)      No Third-Party Beneficiaries. Nothing in this Option
Agreement is intended to confer any rights or remedies on any persons other than
the Parties and their respective successors or assigns. Nothing in this Option
Agreement is intended to relieve or discharge the obligation or liability of
third persons to any Party. No provision of this Option Agreement shall give any
third person any right of subrogation or action over or against any Party.

                                       4



                  (c)      Amendments.

                           (i)      The Company reserves the right to amend the
terms and provisions of this Option without the Optionee's consent to comply
with any Federal or state securities law.

                           (ii)     Except as specifically provided in
subsection (i) above, this Option 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 Option Agreement, but no waiver shall be binding unless
executed in writing by the Party making the waiver. No waiver or any provision
of this Option 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 Option Agreement shall be in writing
and shall be effective only to the extent specifically set forth in such
writing. For the protection of the Parties, amendments, waivers and consents
that are not in writing and executed by the Party to be bound may be enforced
only if they are detrimentally relied upon and proved by clear and convincing
evidence. Such evidence shall not include any alleged reliance.

                  (d)      Notice. Any notice, instruction or communication
required or permitted to be given under this Option Agreement to either Party
shall be in writing and shall be deemed given when actually received or, if
earlier, five days after deposit in the United States mail by certified or
express mail, return receipt requested, first class postage prepaid, addressed
to the principal office of such Party or to such other address as such Party may
request by written notice.

                  (e)      Governing Law. To the extent that Federal laws do not
otherwise control, 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)      Entire Agreement. This Option Agreement constitutes
the entire agreement between the Parties with regard to the subject matter
hereof. This Option Agreement supersedes all previous agreements between the
Parties, and there are now no agreements, representations, or warranties between
the Parties, other than those set forth herein.

                  (g)      Severability. If any provision of this Option
Agreement or the application of such provision to any person or circumstances is
held invalid or unenforceable, the remainder of this Option 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.

                                       5



         IN WITNESS WHEREOF, this Option Agreement has been duly executed on
behalf of the Company by an authorized representative of the Company and by the
Optionee as of the date and year first written above.

DATE OF GRANT: June 11, 2003          TEKELEC

                                      By: /s/ Frederick M. Lax
                                        ----------------------------------------
                                          Frederick M. Lax
                                          President and Chief Executive Officer

                                      OPTIONEE

                                         /s/ Ronald Wagner
                                      ------------------------------------------
                                               signature

                                       6



                  THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON
EXECUTION OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.



                                     TEKELEC

                 NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION

         I, _______________ ("Optionee"), hereby agree, represent and warrant to
Tekelec (the "Company") as follows:

         1.       I was granted a Nonstatutory Stock Option (the "Option") on
                  June 11, 2003.

         2.       Pursuant to the Option, I was granted the right to purchase
                  ____________ shares of the Company's Common Stock (the
                  "Optioned Shares").

         3.       I am eligible to exercise the Option.

         4.       I hereby elect to exercise the Option to purchase ____________
                  of such Optioned Shares (the "Shares") at $12.70 per share,
                  for an aggregate purchase price of $______________.

         5.       Payment of Purchase Price (please check applicable box):

                  [ ]      This Notice of Exercise is accompanied by a check
                           representing payment in full of the purchase price
                           for the Shares plus all applicable withholding taxes.

                           OR

                  [ ]      This exercise is a "cashless exercise" effected
                           through my broker. Payment in full for the Shares
                           (including all applicable withholding taxes) in the
                           form of a check will be transmitted by my broker to
                           the Company.

         6.       In connection with my exercise of the Option, I have received
                  a copy of any Prospectus of the Company's relating to the
                  shares of the Company's Common Stock issuable under the
                  Option.

Dated: ___________________, 200__     OPTIONEE

                                      Signature: _______________________________
___________________________
Social Security Number

                                      Address: _________________________________
                                               _________________________________
                                               _________________________________

================================================================================

RECEIVED ON BEHALF OF TEKELEC ON ____________________, 200__.

                                      SIGNATURE:________________________________

EX-4.6

                                                                     EXHIBIT 4.6

                                     TEKELEC

                       NONSTATUTORY STOCK OPTION AGREEMENT

         Tekelec, a California corporation (the "Company"), hereby enters into
this Nonstatutory Stock Option Agreement (this "Option Agreement") with GREG
GRECO (the "Optionee") effective as of the 11th day of June, 2003, whereby the
Company grants to the Optionee the right and option to purchase an aggregate of
200,000 shares of Common Stock (the "Shares") of the Company in accordance with
the terms of that certain Employment Agreement dated April 30, 2003 between
Santera Systems Inc., a Delaware corporation and majority owned subsidiary of
the Company ("Santera"), and the Optionee (the "Employment Agreement"). The
grant of this Option fully discharges Santera's obligations with respect to the
grant to the Optionee of stock options to purchase Tekelec Common Stock under
Section 7.4 of the Employment Agreement.

         1.       NATURE OF THE OPTION. This Option is intended to be a
nonstatutory stock option and is not intended to be an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or to otherwise qualify for any special tax benefits to
the Optionee.

         2.       EXERCISE PRICE. The exercise price is $12.70 per Share, which
price is not less than 100% of the fair market value thereof on the date of the
grant.

         3.       METHOD OF PAYMENT. The consideration to be paid for the Shares
to be issued upon exercise of this Option shall consist entirely of cash or
check payable to the Company.

         4.       EXERCISE OF OPTION. This Option shall be exercisable during
its term only in accordance with the terms and provisions of this Option
Agreement as follows:

                  (a)      This Option shall vest and become exercisable
cumulatively in 16 equal quarterly installments of 12,500 shares each, with the
first of such installments vesting on September 30, 2003, and one additional
installment vesting on the last day of each calendar quarter thereafter, as long
as the Optionee continues to serve as an employee of Santera; provided, however,
that all unvested installments of this Option shall immediately vest upon the
termination of the Optionee's employment with Santera by Santera without Cause
during or after the Term of the Employment Agreement or upon the Optionee's
Resignation with Good Reason during or after the Term of the Employment
Agreement. Subject to Section 7 hereof, the Optionee may exercise the
exercisable portion of this Option in whole or in part at any time during (i)
his employment provided he has been in continuous employment with Santera since
the grant of this Option or (ii) the applicable period set forth in Section 6
hereof; provided, however, that the Option may not be exercised for a fraction
of a Share. In the event of the Optionee's termination of employment with
Santera or the Optionee's disability or death, the provisions of Sections 6 and
7 below shall apply to the right of the Optionee to exercise this Option.



                  (b)      This Option shall be exercisable by written notice
which shall state the election to exercise this Option, the number of Shares in
respect to which this Option is being exercised and such other representations
and agreements as may be required by the Company. Such written notice shall be
signed by the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company or such other person as may be designated by the
Company. The written notice shall be accompanied by payment of the purchase
price and an executed Notice of Exercise of Stock Option in the form attached
hereto. As soon as practicable after any proper exercise of this Option in
accordance with the provisions hereof, the Company shall deliver to the Optionee
at the principal executive office of the Company or such other place as shall be
mutually agreed upon between the Company and the Optionee, a certificate or
certificates representing the Shares for which the Option shall have been
exercised. The certificate or certificates for the Shares as to which this
Option is exercised shall be registered in the name of the Optionee.

                  (c)      No rights of a shareholder shall exist with respect
to the Shares under this Option as a result of the mere grant of this Option or
the exercise of this Option. Such rights shall exist only after issuance of a
stock certificate in accordance with Section 4(b) hereof.

                  (d)      For purposes of this Agreement, the terms "Cause,"
"Good Reason," "Resignation with Good Reason" and "Term of the Employment
Agreement" shall have the same meanings as the terms "Cause," "Good Reason,"
"Resignation with Good Reason" and "Term of this Agreement," respectively, have
in Sections 8.2, 8.3, 8.1(c) and 6, respectively, of the Employment Agreement,
except that, notwithstanding the foregoing and solely for purposes of Section 6
hereof, "Term of the Employment Agreement" shall mean the period of time
commencing on June 10, 2003 and ending on the date set forth in Section 6(i) of
the Employment Agreement.

         5.       RESTRICTIONS ON EXERCISE. This Option may not be exercised if
the issuance of Shares upon the Optionee's exercise or the method of payment of
consideration for such Shares would constitute a violation of any applicable
Federal or state securities law or other applicable law or regulation. As a
condition to the exercise of this Option, the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation.

         6.       TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY. Each
installment of this Option shall expire and terminate to the extent not
exercised upon the earlier to occur of (a) four years after the vesting date of
each Option installment; or (b) the date which occurs (as applicable) (i) 24
months after the date upon which the Optionee's employment with Santera is
terminated (A) by Santera without Cause during the Term of the Employment
Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after
the Term of the Employment Agreement, (B) with Cause due to the Optionee's death
or disability during or after the Term of the Employment Agreement, or (C) by
the Optionee with Good Reason during the Term of the Employment Agreement
pursuant to Section 8.1(c) thereof; (ii) 12 months after the date upon which
Optionee's employment is terminated by the Optionee with or without Good Reason
after the Term of the Employment Agreement; or (iii) 30 days after the date upon
which

                                        2



the Optionee's employment is terminated (A) by Santera with Cause, other than
due to death or disability of the Optionee, during the Term of the Employment
Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other
than due to death or disability of the Optionee, at any time after the Term of
the Employment Agreement, or (C) by the Optionee without Good Reason during the
Term of the Employment Agreement.

         7.       TERM OF OPTION. Subject to Section 6 above, each quarterly
installment of this Option will expire and terminate, and may not be exercised
more than, four years after the date on which it vests (e.g., the installment
vesting on September 30, 2003 shall expire at the close of business on September
30, 2007 unless terminated earlier in accordance with the terms hereof) and may
be exercised during such term only in accordance with the terms of this Option
Agreement. Notwithstanding any provision herein with respect to the
post-employment exercise of this Option, this Option may not be exercised after
the expiration of its term.

         8.       RESERVATION OF SHARES. The Company covenants and agrees that
all Shares will, upon issuance and payment in accordance herewith, be fully
paid, validly issued and nonassessable. The Company further covenants and agrees
that during the term of this Option, the Company will at all times have
authorized and reserved for the purpose of issuance upon exercise of this Option
at least the maximum number of Shares as are issuable upon such exercise.

         9.       DISSOLUTION; LIQUIDATION, CONSOLIDATION, MERGER OR
RECLASSIFICATION. In the event that while the Optionee is an employee of
Santera, the Company proposes to dissolve or liquidate or to sell all or
substantially all of its assets (other than in the ordinary course of business),
or to merge or consolidate with or into another corporation as a result of which
the Company is not the surviving and controlling corporation, the Board of
Directors shall (i) make provision for the assumption of this Option by the
successor corporation or (ii) declare that this Option shall terminate as of a
date fixed by the Board of Directors which is at least 30 days after the notice
thereof to the Optionee and shall give the Optionee the right to exercise this
Option as to all or any part of the Shares, including Shares as to which this
Option would not otherwise be exercisable provided such exercise does not
violate Section 7 hereof.

         10.      ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.

                  (a)      The number of Shares subject to this Option, as well
as the exercise price per Share hereunder shall be proportionately adjusted for
any increase or decrease in the number of issued shares of the Company's Common
Stock resulting from a stock split or combination or the payment of a stock
dividend (but only on the Company's Common Stock) or any other increase or
decrease in the number of issued shares of the Company's Common Stock effected
without receipt of consideration by the Company (other than stock awards to
employees or directors of the Company); 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. Such adjustment shall be
automatic and the form of this Agreement need not be changed because of any such
adjustment in the exercise price or in the number of Shares purchasable upon
exercise of all or any portion of this Option. Except as expressly provided
herein, no issue by the

                                        3



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 price of Shares subject to this Option.

                  (b)      No fractional shares of Common Stock shall be
issuable on account of any action contemplated by Section 9 or Section 10(a)
hereof, and the aggregate number of shares into which Shares then covered by
this Option, when changed as the result of any such action, shall be reduced to
the largest number of whole shares resulting from such action, unless the
Company's Board of Directors, in its sole discretion, shall determine to issue
scrip certificates in respect to any fractional shares, which scrip certificates
shall be in a form and have such terms and conditions as the Board of Directors
in its discretion shall prescribe.

         12.      WITHHOLDING UPON EXERCISE OF OPTION. The Company reserves the
right to withhold, in accordance with any applicable laws, from any
consideration payable to the Optionee any taxes required to be withheld by
Federal, state or local law as a result of the grant or exercise of this Option
or the sale or other disposition of the Shares issued upon exercise of this
Option. If the amount of any consideration payable to the Optionee is
insufficient to pay such taxes or if no consideration is payable to the
Optionee, upon the request of the Company, the Optionee shall pay to the Company
in cash an amount sufficient for the Company to satisfy any Federal, state or
local tax withholding requirements it may incur as a result of the grant or
exercise of this Option or the sale or other disposition of the Shares issued
upon the exercise of this Option.

         13.      NONTRANSFERABILITY OF OPTION. This Option 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 by
will or by the laws of descent or distribution or transfer between spouses
incident to a divorce. Subject to the foregoing, the terms of this Option shall
be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.

         14.      NO RIGHT OF EMPLOYMENT. This Option shall not confer upon the
Optionee any right to continue in the employment of Santera or limit in any
respect the right of Santera to discharge the Optionee at any time, with or
without cause and with or without notice.

         15.      MISCELLANEOUS.

                  (a)      Successors and Assigns. This Option Agreement shall
bind and inure only to the benefit of the parties to this Option Agreement (the
"Parties") and their respective successors and assigns.

                  (b)      No Third-Party Beneficiaries. Nothing in this Option
Agreement is intended to confer any rights or remedies on any persons other than
the Parties and their respective successors or assigns. Nothing in this Option
Agreement is intended to relieve or discharge the obligation or liability of
third persons to any Party. No provision of this Option Agreement shall give any
third person any right of subrogation or action over or against any Party.

                                        4



                  (c)      Amendments.

                           (i)      The Company reserves the right to amend the
terms and provisions of this Option without the Optionee's consent to comply
with any Federal or state securities law.

                           (ii)     Except as specifically provided in
subsection (i) above, this Option 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 Option Agreement, but no waiver shall be binding unless
executed in writing by the Party making the waiver. No waiver or any provision
of this Option 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 Option Agreement shall be in writing
and shall be effective only to the extent specifically set forth in such
writing. For the protection of the Parties, amendments, waivers and consents
that are not in writing and executed by the Party to be bound may be enforced
only if they are detrimentally relied upon and proved by clear and convincing
evidence. Such evidence shall not include any alleged reliance.

                  (d)      Notice. Any notice, instruction or communication
required or permitted to be given under this Option Agreement to either Party
shall be in writing and shall be deemed given when actually received or, if
earlier, five days after deposit in the United States mail by certified or
express mail, return receipt requested, first class postage prepaid, addressed
to the principal office of such Party or to such other address as such Party may
request by written notice.

                  (e)      Governing Law. To the extent that Federal laws do not
otherwise control, 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)      Entire Agreement. This Option Agreement constitutes
the entire agreement between the Parties with regard to the subject matter
hereof. This Option Agreement supersedes all previous agreements between the
Parties, and there are now no agreements, representations, or warranties between
the Parties, other than those set forth herein.

                  (g)      Severability. If any provision of this Option
Agreement or the application of such provision to any person or circumstances is
held invalid or unenforceable, the remainder of this Option 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.

                                        5



         IN WITNESS WHEREOF, this Option Agreement has been duly executed on
behalf of the Company by an authorized representative of the Company and by the
Optionee as of the date and year first written above.

DATE OF GRANT: June 11, 2003               TEKELEC

                                           By:    /s/ Frederick M. Lax
                                               ---------------------------------
                                               Frederick M. Lax
                                               President and Chief Executive
                                               Officer

                                           OPTIONEE

                                                  /s/ Greg Greco
                                           -------------------------------------
                                                          signature

                                        6



                  THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON
EXECUTION OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.



                                     TEKELEC

                 NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION

         I, _______________ ("Optionee"), hereby agree, represent and warrant to
Tekelec (the "Company") as follows:

         1.       I was granted a Nonstatutory Stock Option (the "Option") on
                  June 11, 2003.

         2.       Pursuant to the Option, I was granted the right to purchase
                  ____________ shares of the Company's Common Stock (the
                  "Optioned Shares").

         3.       I am eligible to exercise the Option.

         4.       I hereby elect to exercise the Option to purchase
                  ________________of such Optioned Shares (the "Shares") at
                  $12.70 per share, for an aggregate purchase price of $
                  _________________________.

         5.       Payment of Purchase Price (please check applicable box):

                  [ ]      This Notice of Exercise is accompanied by a check
                           representing payment in full of the purchase price
                           for the Shares plus all applicable withholding taxes.

                           OR

                  [ ]      This exercise is a "cashless exercise" effected
                           through my broker. Payment in full for the Shares
                           (including all applicable withholding taxes) in the
                           form of a check will be transmitted by my broker to
                           the Company.

         6.       In connection with my exercise of the Option, I have received
                  a copy of any Prospectus of the Company's relating to the
                  shares of the Company's Common Stock issuable under the
                  Option.

Dated: _________________, 200__            OPTIONEE

________________________________           Signature: __________________________
Social Security Number

                                           Address: ____________________________
                                                    ____________________________
                                                    ____________________________

RECEIVED ON BEHALF OF TEKELEC ON ____________________, 200__.

                                           SIGNATURE: __________________________

EX-4.7

                                                                     EXHIBIT 4.7

                                     TEKELEC

                       NONSTATUTORY STOCK OPTION AGREEMENT

         Tekelec, a California corporation (the "Company"), hereby enters into
this Nonstatutory Stock Option Agreement (this "Option Agreement") with SCOTT
WEIDENFELLER (the "Optionee") effective as of the 11th day of June, 2003,
whereby the Company grants to the Optionee the right and option to purchase an
aggregate of 80,000 shares of Common Stock (the "Shares") of the Company in
accordance with the terms of that certain Employment Agreement dated April 30,
2003 between Santera Systems Inc., a Delaware corporation and majority owned
subsidiary of the Company ("Santera"), and the Optionee (the "Employment
Agreement"). The grant of this Option fully discharges Santera's obligations
with respect to the grant to the Optionee of stock options to purchase Tekelec
Common Stock under Section 7.4 of the Employment Agreement.

         1.       NATURE OF THE OPTION. This Option is intended to be a
nonstatutory stock option and is not intended to be an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or to otherwise qualify for any special tax benefits to
the Optionee.

         2.       EXERCISE PRICE. The exercise price is $12.70 per Share, which
price is not less than 100% of the fair market value thereof on the date of the
grant.

         3.       METHOD OF PAYMENT. The consideration to be paid for the Shares
to be issued upon exercise of this Option shall consist entirely of cash or
check payable to the Company.

         4.       EXERCISE OF OPTION. This Option shall be exercisable during
its term only in accordance with the terms and provisions of this Option
Agreement as follows:

                  (a)      This Option shall vest and become exercisable
cumulatively in 16 equal quarterly installments of 5,000 shares each, with the
first of such installments vesting on September 30, 2003, and one additional
installment vesting on the last day of each calendar quarter thereafter, as long
as the Optionee continues to serve as an employee of Santera; provided, however,
that all unvested installments of this Option that would otherwise vest on or
prior to December 31, 2003 if the Optionee's employment with Santera had
continued through such date shall immediately vest upon the termination of the
Optionee's employment with Santera by Santera without Cause during the Term of
the Employment Agreement or upon the Optionee's Resignation with Good Reason
during the Term of the Employment Agreement. Subject to Section 7 hereof, the
Optionee may exercise the exercisable portion of this Option in whole or in part
at any time during (i) his employment provided he has been in continuous
employment with Santera since the grant of this Option or (ii) the applicable
period set forth in Section 6 hereof; provided, however, that the Option may not
be exercised for a fraction of a Share. In the event of the Optionee's
termination of employment with Santera or the Optionee's disability or death,
the provisions of Sections 6 and 7 below shall apply to the right of the
Optionee to exercise this Option.



                  (b)      This Option shall be exercisable by written notice
which shall state the election to exercise this Option, the number of Shares in
respect to which this Option is being exercised and such other representations
and agreements as may be required by the Company. Such written notice shall be
signed by the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company or such other person as may be designated by the
Company. The written notice shall be accompanied by payment of the purchase
price and an executed Notice of Exercise of Stock Option in the form attached
hereto. As soon as practicable after any proper exercise of this Option in
accordance with the provisions hereof, the Company shall deliver to the Optionee
at the principal executive office of the Company or such other place as shall be
mutually agreed upon between the Company and the Optionee, a certificate or
certificates representing the Shares for which the Option shall have been
exercised. The certificate or certificates for the Shares as to which this
Option is exercised shall be registered in the name of the Optionee.

                  (c)      No rights of a shareholder shall exist with respect
to the Shares under this Option as a result of the mere grant of this Option or
the exercise of this Option. Such rights shall exist only after issuance of a
stock certificate in accordance with Section 4(b) hereof.

                  (d)      For purposes of this Agreement, the terms "Cause,"
"Good Reason," "Resignation with Good Reason" and "Term of the Employment
Agreement" shall have the same meanings as the terms "Cause," "Good Reason,"
"Resignation with Good Reason" and "Term of this Agreement," respectively, have
in Sections 8.2, 8.3, 8.1(c) and 6, respectively, of the Employment Agreement,
except that, notwithstanding the foregoing and solely for purposes of Section 6
hereof, "Term of the Employment Agreement" shall mean the period of time
commencing on June 10, 2003 and ending on the date set forth in Section 6(i) of
the Employment Agreement.

         5.       RESTRICTIONS ON EXERCISE. This Option may not be exercised if
the issuance of Shares upon the Optionee's exercise or the method of payment of
consideration for such Shares would constitute a violation of any applicable
Federal or state securities law or other applicable law or regulation. As a
condition to the exercise of this Option, the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation.

         6.       TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY. Each
installment of this Option shall expire and terminate to the extent not
exercised upon the earlier to occur of (a) four years after the vesting date of
each Option installment; or (b) the date which occurs (as applicable) (i) 12
months after the date upon which the Optionee's employment with Santera is
terminated (A) by Santera without Cause during the Term of the Employment
Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after
the Term of the Employment Agreement, (B) with Cause due to the Optionee's death
or disability during or after the Term of the Employment Agreement, or (C) by
the Optionee with Good Reason during the Term of the Employment Agreement
pursuant to Section 8.1(c) thereof; (ii) six months after the date upon which
Optionee's employment is terminated by the Optionee with or without Good Reason
after the Term of the Employment Agreement; or (iii) 30 days after the date upon
which

                                       2



the Optionee's employment is terminated (A) by Santera with Cause, other than
due to death or disability of the Optionee, during the Term of the Employment
Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other
than due to death or disability of the Optionee, at any time after the Term of
the Employment Agreement, or (C) by the Optionee without Good Reason during the
Term of the Employment Agreement.

         7.       TERM OF OPTION. Subject to Section 6 above, each quarterly
installment of this Option will expire and terminate, and may not be exercised
more than, four years after the date on which it vests (e.g., the installment
vesting on September 30, 2003 shall expire at the close of business on September
30, 2007 unless terminated earlier in accordance with the terms hereof) and may
be exercised during such term only in accordance with the terms of this Option
Agreement. Notwithstanding any provision herein with respect to the
post-employment exercise of this Option, this Option may not be exercised after
the expiration of its term.

         8.       RESERVATION OF SHARES. The Company covenants and agrees that
all Shares will, upon issuance and payment in accordance herewith, be fully
paid, validly issued and nonassessable. The Company further covenants and agrees
that during the term of this Option, the Company will at all times have
authorized and reserved for the purpose of issuance upon exercise of this Option
at least the maximum number of Shares as are issuable upon such exercise.

         9.       DISSOLUTION; LIQUIDATION, CONSOLIDATION, MERGER OR
RECLASSIFICATION. In the event that while the Optionee is an employee of
Santera, the Company proposes to dissolve or liquidate or to sell all or
substantially all of its assets (other than in the ordinary course of business),
or to merge or consolidate with or into another corporation as a result of which
the Company is not the surviving and controlling corporation, the Board of
Directors shall (i) make provision for the assumption of this Option by the
successor corporation or (ii) declare that this Option shall terminate as of a
date fixed by the Board of Directors which is at least 30 days after the notice
thereof to the Optionee and shall give the Optionee the right to exercise this
Option as to all or any part of the Shares, including Shares as to which this
Option would not otherwise be exercisable provided such exercise does not
violate Section 7 hereof.

         10.      ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.

                  (a)      The number of Shares subject to this Option, as well
as the exercise price per Share hereunder shall be proportionately adjusted for
any increase or decrease in the number of issued shares of the Company's Common
Stock resulting from a stock split or combination or the payment of a stock
dividend (but only on the Company's Common Stock) or any other increase or
decrease in the number of issued shares of the Company's Common Stock effected
without receipt of consideration by the Company (other than stock awards to
employees or directors of the Company); 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. Such adjustment shall be
automatic and the form of this Agreement need not be changed because of any such
adjustment in the exercise price or in the number of Shares purchasable upon
exercise of all or any portion of this Option. Except as expressly provided
herein, no issue by the

                                       3



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 price of Shares subject to this Option.

                  (b)      No fractional shares of Common Stock shall be
issuable on account of any action contemplated by Section 9 or Section 10(a)
hereof, and the aggregate number of shares into which Shares then covered by
this Option, when changed as the result of any such action, shall be reduced to
the largest number of whole shares resulting from such action, unless the
Company's Board of Directors, in its sole discretion, shall determine to issue
scrip certificates in respect to any fractional shares, which scrip certificates
shall be in a form and have such terms and conditions as the Board of Directors
in its discretion shall prescribe.

         12.      WITHHOLDING UPON EXERCISE OF OPTION. The Company reserves the
right to withhold, in accordance with any applicable laws, from any
consideration payable to the Optionee any taxes required to be withheld by
Federal, state or local law as a result of the grant or exercise of this Option
or the sale or other disposition of the Shares issued upon exercise of this
Option. If the amount of any consideration payable to the Optionee is
insufficient to pay such taxes or if no consideration is payable to the
Optionee, upon the request of the Company, the Optionee shall pay to the Company
in cash an amount sufficient for the Company to satisfy any Federal, state or
local tax withholding requirements it may incur as a result of the grant or
exercise of this Option or the sale or other disposition of the Shares issued
upon the exercise of this Option.

         13.      NONTRANSFERABILITY OF OPTION. This Option 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 by
will or by the laws of descent or distribution or transfer between spouses
incident to a divorce. Subject to the foregoing, the terms of this Option shall
be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.

         14.      NO RIGHT OF EMPLOYMENT. This Option shall not confer upon the
Optionee any right to continue in the employment of Santera or limit in any
respect the right of Santera to discharge the Optionee at any time, with or
without cause and with or without notice.

         15.      MISCELLANEOUS.

                  (a)      Successors and Assigns. This Option Agreement shall
bind and inure only to the benefit of the parties to this Option Agreement (the
"Parties") and their respective successors and assigns.

                  (b)      No Third-Party Beneficiaries. Nothing in this Option
Agreement is intended to confer any rights or remedies on any persons other than
the Parties and their respective successors or assigns. Nothing in this Option
Agreement is intended to relieve or discharge the obligation or liability of
third persons to any Party. No provision of this Option Agreement shall give any
third person any right of subrogation or action over or against any Party.

                                       4



                  (c)      Amendments.

                           (i)      The  Company  reserves  the right to amend
the terms and provisions of this Option without the Optionee's consent to comply
with any Federal or state securities law.

                           (ii)     Except as specifically  provided in
subsection (i) above, this Option 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 Option Agreement, but no waiver shall be binding unless
executed in writing by the Party making the waiver. No waiver or any provision
of this Option 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 Option Agreement shall be in writing
and shall be effective only to the extent specifically set forth in such
writing. For the protection of the Parties, amendments, waivers and consents
that are not in writing and executed by the Party to be bound may be enforced
only if they are detrimentally relied upon and proved by clear and convincing
evidence. Such evidence shall not include any alleged reliance.

                  (d)      Notice. Any notice, instruction or communication
required or permitted to be given under this Option Agreement to either Party
shall be in writing and shall be deemed given when actually received or, if
earlier, five days after deposit in the United States mail by certified or
express mail, return receipt requested, first class postage prepaid, addressed
to the principal office of such Party or to such other address as such Party may
request by written notice.

                  (e)      Governing Law. To the extent that Federal laws do not
otherwise control, 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)      Entire Agreement. This Option Agreement constitutes
the entire agreement between the Parties with regard to the subject matter
hereof. This Option Agreement supersedes all previous agreements between the
Parties, and there are now no agreements, representations, or warranties between
the Parties, other than those set forth herein.

                  (g)      Severability. If any provision of this Option
Agreement or the application of such provision to any person or circumstances is
held invalid or unenforceable, the remainder of this Option 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.

                                       5



                  IN WITNESS WHEREOF, this Option Agreement has been duly
executed on behalf of the Company by an authorized representative of the Company
and by the Optionee as of the date and year first written above.

DATE OF GRANT: June 11, 2003          TEKELEC

                                      By: /s/ Frederick M. Lax
                                        ----------------------------------------
                                        Frederick M. Lax
                                        President and Chief Executive Officer

                                      OPTIONEE

                                          /s/ Scott Weidenfeller
                                      ------------------------------------------
                                             signature

                                       6



                  THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON
EXECUTION OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE, TRANSFER OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.



                                     TEKELEC

                 NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION

         I, _______________ ("Optionee"), hereby agree, represent and warrant to
Tekelec (the "Company") as follows:

         1.       I was granted a Nonstatutory Stock Option (the "Option") on
                  June 11, 2003.

         2.       Pursuant to the Option, I was granted the right to purchase
                  ____________ shares of the Company's Common Stock (the
                  "Optioned Shares").

         3.       I am eligible to exercise the Option.

         4.       I hereby elect to exercise the Option to purchase
                  _______________________ of such Optioned Shares (the "Shares")
                  at $12.70 per share, for an aggregate purchase price of
                  $____________.

         5.       Payment of Purchase Price (please check applicable box):

                  [ ]      This Notice of Exercise is accompanied by a check
                           representing payment in full of the purchase price
                           for the Shares plus all applicable withholding taxes.

                           OR

                  [ ]      This exercise is a "cashless exercise" effected
                           through my broker. Payment in full for the Shares
                           (including all applicable withholding taxes) in the
                           form of a check will be transmitted by my broker to
                           the Company.

         6.       In connection with my exercise of the Option, I have received
                  a copy of any Prospectus of the Company's relating to the
                  shares of the Company's Common Stock issuable under the
                  Option.

Dated: _________________ , 200__      OPTIONEE

                                      Signature: _______________________________
_______________________________
Social Security Number

                                      Address: _________________________________
                                               _________________________________
                                               _________________________________

RECEIVED ON BEHALF OF TEKELEC ON ____________________, 200__.

                                      SIGNATURE: _______________________________

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




                               September 30, 2003

Tekelec
26580 West Agoura Road
Calabasas, California  91302

            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 September 30, 2003 in connection
with the registration under the Act of an aggregate of 885,000 shares of Common
Stock, without par value, of the Company (collectively, the "Shares") consisting
of: (i) 200,000 shares of Common Stock issuable upon exercise of options granted
to Greg Greco, (ii) 250,000 shares of Common Stock issuable upon exercise of
options granted to David Heard, (iii) 200,000 shares of Common Stock issuable
upon exercise of options granted to San-Qi Li, (iv) 55,000 shares of Common
Stock issuable upon exercise of options granted to Timothy Mutter, (v) 80,000
shares of Common Stock issuable upon exercise of options granted to James
Orlando, (vi) 20,000 shares of Common Stock issuable upon exercise of options
granted to Ronald Wagner, and (vii) 80,000 shares of Common Stock issuable upon
exercise of options granted to Scott Weidenfeller (the agreements pursuant to
which the foregoing options have been granted are referred to together herein as
the "Agreements").

            In connection with the preparation of the Registration Statement, we
have made certain legal and factual examinations and inquiries and examined,
among other things, such documents, records, instruments, agreements,
certificates and matters as we have considered appropriate and necessary for the
rendering of this opinion. We have assumed for the purpose of this opinion the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies, and the
genuineness of the signatures thereon. As to various questions of fact material
to this opinion, we have, when relevant facts were not independently
established, relied, to the extent deemed proper by us, upon certificates and
statements of officers and representatives of the Company.

            Based on the foregoing and in reliance thereon and upon our review
of applicable statutes and case law, it is our opinion that: (i) the Shares have
been duly authorized and (ii) the Shares, 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

Agreements and the Form S-8 prospectuses to be delivered to the holders of the
options, will be validly issued, fully paid and non-assessable.

            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.

            This opinion is rendered solely for your benefit in accordance with
the subject transaction and is not to be otherwise used, circulated, quoted or
referred to without our prior written consent. We are opining herein as to the
effect on the subject transaction only of United States federal law and the
internal (and not the conflict of law) laws of the State of California, and we
assume no responsibility as to the applicability thereto, or the effect thereon,
of the laws of any other jurisdiction.

                                          Very truly yours,

                                          /s/ Bryan Cave LLP

                                          BRYAN CAVE LLP

EX-23.1

                                                                    EXHIBIT 23.1



                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated January 29, 2003 relating to the consolidated
financial statements and financial statement schedule, which appear in Tekelec's
Annual Report on Form 10-K for the year ended December 31, 2002.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California
September 29, 2003

EX-23.2

                                                                    Exhibit 23.2



                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Nonstatutory Stock Option Agreements of Tekelec, of our
report dated February 24, 2003 (except for Note 13 as to which the date is June
11, 2003), with respect to the financial statements of Santera Systems Inc. for
the year ended December 31, 2002 included in the Current Report on Form 8-K/A of
Tekelec filed with the Securities and Exchange Commission on June 25, 2003.

                                          /s/ Ernst & Young LLP

Dallas, Texas
September 29, 2003