8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

 CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 9, 2005

Concord Communications, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	0-23067	04-2710876
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

400 Nickerson Road

Marlboro, MA  01752

(Address of principal executive offices)

(508) 460-4646

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing

obligation of the registrant under any of the following provisions:

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

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

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

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

ITEM 1.01 - Entry into a Material Definitive Agreement.

In connection with the completion of the acquisition of all the capital stock of Aprisma Holdings, Inc. (“Aprisma”) by Concord Communications, Inc. (“Concord”) on February 22, 2005 (the “Acquisition”), the Board of Directors of Concord appointed Michael Fabiaschi, the former President and Chief Executive Officer of Aprisma Management Technologies, Inc., the operating subsidiary of Aprisma, Executive Vice President and General Manager, Spectrum Business Unit on February 23, 2005.  In connection with his appointment, Mr. Fabiaschi entered into a Management Change in Control Agreement with Concord on March 9, 2005 (the “Change in Control Agreement”).  Concord also granted Mr. Fabiaschi an award of 70,000 shares of restricted stock of Concord, subject to a vesting term of four years, and in accordance with the terms of a Restricted Stock Agreement entered int o on March 9, 2005 (the “Restricted Stock Agreement”).

In connection with entering into the Change in Control Agreement, Mr. Fabiaschi entered into a non-competition agreement with Concord pursuant to which he agreed, following a change in control of Concord, not to compete with Concord for a period of six months if he is terminated with or without cause by Concord or he voluntarily terminates his employment for “good reason.”

Pursuant to the terms of the Change in Control Agreement, Mr. Fabiaschi is entitled to receive a single severance payment in cash equal to six months’ base annual salary if he is terminated by Concord without cause during the twelve month period following the date of the Acquisition, or if, after such time and within six months of a change in control of Concord, he is terminated without cause or he voluntarily terminates his employment with Concord for “good reason” (each a “Termination Event”).  Effective upon a change in control of the Company, the vesting date for Mr. Fabiaschi’s unvested restricted stock will be accelerated by twenty-four months.  If within twenty-four months of a change in control of Concord there is a Termination Event, all of Mr. Fabiaschi’s remaining unvested restricted stock will become fully vested.

The Change in Control Agreement also contains a provision relating to Mr. Fabiaschi’s former employment with Aprisma.  Specifically, the Change in Control Agreement provides that if Mr. Fabiaschi’s employment with Concord is terminated without cause during the twelve month period following the date of the Acquisition, he will receive a bonus payment equal to the prorated portion of his bonus accrued while working for Aprisma from January 1, 2005 to February 22, 2005.  He also will be eligible to receive a discretionary bonus equal to the prorated portion of his discretionary bonus accrued while working for Aprisma during such time, provided that Aprisma has met certain revenue and earnings targets as of the close of the preceding quarter.

The foregoing description of the Change in Control Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Change in Control Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The foregoing description of the Restricted Stock Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restricted Stock Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

ITEM 9.01 — Financial Statements and Exhibits.

(c)Exhibits.

10.1Management Change in Control Agreement, dated as of March 9, 2005, by and between Concord Communications, Inc. and Michael Fabiaschi.

10.2Restricted Stock Agreement dated as of March 9, 2005, by and between Concord Communications, Inc. and Michael Fabiaschi.

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SIGNATURES

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

	CONCORD COMMUNICATIONS, INC.
Date: March 15, 2005	/s/ Douglas A. Batt
	Douglas A. Batt
	Executive Vice President and General Counsel

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Management Change in Control Agreement, dated as of March 9, 2005, by and between Concord Communications, Inc. and Michael Fabiaschi.
10.2	Restricted Stock Agreement dated as of March 9, 2005, by and between Concord Communications, Inc. and Michael Fabiaschi.

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EX-10.1

MANAGEMENT CHANGE IN CONTROL AGREEMENT

                MANAGEMENT CHANGE IN CONTROL AGREEMENT entered into this 9^th day of March, 2005, by and among Concord Communications, Inc., a Massachusetts corporation (“Concord”), and the undersigned employee of Concord, Michael Fabiaschi (the “Employee”).

WITNESSETH:

                WHEREAS, Concord and the Employee desire to set forth certain terms and conditions relating to benefits to be afforded to Employee upon the occurrence of a Change in Control (as hereinafter defined) of Concord;

                NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

                1              Initial Severance Eligibility.  If Employee’s employment is terminated without “Cause” (as defined in Section 3(a) below) in the 12 months following the closing of the business combination between Concord and Aprisma Management Technologies, Inc. (“Aprisma”) (such period being the “Initial Period”), the Employee shall (i) receive severance in an amount equal to six months’ salary at the Employee’s then-current base salary rate paid in regular payroll installments over a six month period (or in a single installment at the discretion of Concord); (ii) receive a bonus payment equal to the prorated portion of Employee’s accrued 2005 bonus as of the closing date of the business combination between Concord and Aprisma; and (iii) receive a discretionary bonus equal to the prorated portion of Employee’s accrued 2005 discretionary bonus as of the closing date of the business combination between Concord and Aprisma, provided that Aprisma has met its revenue and EBITDA targets as of the close of the preceding quarter, as described in Aprisma’s discretionary bonus plan.  Employee will be required to sign Concord’s general release and severance agreement to receive these payments.  Employee will not be entitled to any other amounts or benefits, except as explicitly set forth herein.

For purposes of clarity, the bonus payment described in clause (ii) in the preceding paragraph will be prorated to reflect the number of days of the fiscal year that have passed as of the closing of the business combination between Concord and Aprisma.

For purposes of this Section 1 alone, a termination without Cause shall occur: (1) in the event that during the Initial Period, Concord requires the Employee to perform substantially all of his job duties from a location more than 50 miles from Portsmouth, New Hampshire or (2) if the Employee does not receive an offer of employment by Concord that is comparable in the aggregate to Employee’s existing employment with Aprisma.

                2.             Severance and Equity Acceleration Upon a Change in Control.  (a) After the Initial Period and before the conclusion of the Term (as hereinafter defined), if within six (6) months of a Change in Control of Concord, Concord (or any successor corporation) terminates (each, a “Termination Event”) the Employee’s employment without Cause (as hereinafter defined) or the Employee voluntarily terminates his/her employment for Good Reason (as hereinafter defined) and subject to the Employee’s execution of a release of claims in a form and scope acceptable to Concord, the Employee shall receive a single severance payment in cash in an amount equal to six months’ base annual salary (at the rate being paid to him/her immediately prior to such termination) (the “Severance Benefit”).  The Employee shall not be entitled to continue to receive (i) any other salary or bonus in the event of a termination for any reason or (ii) any other employee benefits (other than those specified in the following sentence) in the event of a termination for any reason.  Notwithstanding the foregoing, Concord shall continue to pay Concord’s share of the Employee’s health insurance in accordance with Concord’s general policies for a period of six months following any Termination Event.

                (b)           “Good Reason” means the occurrence of one or more of the following events during the Term and following a Change in Control:

(i)                Without the Employee’s express written consent, Concord shall reduce the Employee’s duties and responsibilities from those assigned to the Employee immediately prior to the Change in Control; or

(ii)               Without the Employee’s express written consent, Concord shall require the Employee to have his/her principal location of work changed to any location which is in excess of 60 miles from the location thereof immediately prior to the Change in Control; or

(iii)              Without the Employee’s express written consent, Concord shall materially reduce the Employee’s benefits under existing benefit plans, unless there is a concurrent reduction uniformly among all persons entitled to such benefits.

                (c)           Effective upon the date immediately following any Change in Control of Concord, the vesting date(s) with respect to each of the Employee’s then outstanding grants of equity compensation made pursuant to one or more of Concord’s equity compensation programs, including, but not limited to, the Restricted Stock Agreement between Employee and Concord of this same date executed concurrently herewith (each an “Equity Grant”) shall be automatically accelerated by twenty-four (24) months.  Notwithstanding the foregoing, if within twenty-four (24) months after a Change in Control there is a Termination Event, all of the Employee’s then outstanding unvested Equity Grants (but only such Equity Grants as have been granted to the Employee by Concord as of the date of the Change in Control or such Equity Grants as have been exchanged by the Employee for new equity compensation grants in any acquiring company at the time of a Change in Control) shall automatically become fully vested as of the date of such Termination Event.

                (d)           For purposes of this Agreement, a “Change in Control” shall have occurred if any of the following events shall occur:

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           (A)          Concord is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of the combined corporation or person immediately after such transaction are held in the aggregate by the holders of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of Concord (“Voting Stock”) immediately prior to such transaction;

           (B)           Concord sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person, and less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of the Voting Stock of Concord immediately prior to such sale or transfer;

           (C)           There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Exchange Act of 1934 (the “1934 Act”), disclosing that any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the 1934 Act) has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the 1934 Act) of securities representing 33% or more of the Voting Stock; or

           (D)          Concord files a report or proxy statement with the Securities and Exchange Commission pursuant to the 1934 Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of Concord has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction.

provided, however, that notwithstanding the foregoing provisions of this Section 2, a “Change in Control” shall not be deemed to have occurred for purposes of this Agreement solely because (i) Concord, (ii) an entity in which Concord directly or indirectly beneficially owns 50% or more of the voting securities, (iii) any Concord sponsored employee stock ownership plan or any other employee benefit plan of Concord, or (iv) any corporation or legal person approved by the Board of Directors prior to the occurrence of the event that, absent such approval by the Board of Directors, would have constituted a Change in Control, either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the 1934 Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 33% or otherwise, or because Concord reports that a change in control of Concord has or may have occurred or will or may occur in the future by reason of such beneficial ownership.

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                (e)           Notwithstanding anything to the contrary in this Agreement, if the Employee is a Disqualified Individual (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)) and if any portion of any acceleration of vesting, payment or transfer of property under this Agreement would be an Excess Parachute Payment (as defined in Section 280G of the Code) but for the application of this sentence, then the amount of such acceleration, payment or transfer otherwise payable to the Employee pursuant to this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of such payment, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no reduction shall be made if the net economic effect would be disadvantageous to the Employee, taking into account all the facts and circumstances including any tax savings resulting from the reduction.

                3.             Termination.  (a) Concord may, immediately and unilaterally, terminate the Employee’s employment hereunder for “Cause” at any time.  As used in this Agreement, the term “Cause” shall mean:

           (i)            the Employee’s willful and substantial misconduct with respect to the business and affairs of Concord, or any subsidiary or affiliate thereof;

           (ii)           the Employee’s gross neglect of duties, dishonesty, deliberate disregard of any material rule or policy of Concord or the commission by the Employee of any other action with the intent to injure Concord, or any subsidiary or affiliate thereof;

           (iii)          the Employee’s commission of an act involving embezzlement or fraud or commission of a felony; or

           (iv)          the commission of an act which induces any customer of Concord to breach a contract or purchase order with Concord, or any subsidiary or affiliate thereof.

                In the event of a termination for “Cause” as described herein, the Employee shall not be entitled to severance or other termination benefits, including, without limitation, the benefits described in Sections 1 and 2 herein.

                (b)           The Employee’s employment shall automatically terminate upon his/her death and may be terminated by Concord due to his/her disability.  If the Employee dies or his/her employment is terminated due to disability during the Term, then Employee shall be eligible for such benefits as shall apply to employees of Concord generally under such circumstances at the time of such termination.

                As used in this Agreement, the term “disability” shall mean the occurrence of a mental or physical condition which renders the Employee incapable of performing his/her duties for a total of six consecutive months.

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                (c)           The Employee understands that, prior to any Change in Control, Concord may terminate the Employee with or without “Cause” at any time.  Following any Change in Control, Concord may also terminate the Employee with or without “Cause” at any time subject to the Employee’s rights and Concord’s obligations specified in this Agreement.

                4.             No Obligation of Employment.  Employee understands that the employment relationship between Employee and Concord will be “at will” and that Concord may terminate such relationship with or without Cause or for any reason or no reason.

                5.             Noncompetition Agreement.  Employee shall execute concurrently herewith the form of Noncompetition Agreement attached hereto as Exhibit A.

                6.             Consent and Waiver by Third Parties.  The Employee hereby represents and warrants that he/she has obtained all waivers and/or consents from third parties which are necessary to enable him/her to execute and perform this Agreement without being in conflict with any other agreement, obligation or understanding with any such third party.

                7.             Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts and this Agreement shall be deemed to be performable in Massachusetts.

                8.             Severability.  In case any one or more of the provisions contained in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed to the maximum extent permitted by law.

                9.             Waivers and Modifications.  This Agreement may be modified, and the rights, remedies and obligations contained in any provision hereof may be waived, only in accordance with this Section 9.  No waiver by either party of any breach by the other or any provision hereof shall be deemed to be a waiver of any later or other breach thereof or as a waiver of any other provision of this Agreement.  This Agreement sets forth all of the terms of the understandings between the parties with reference to the subject matter set forth herein and may not be waived, changed, discharged or terminated orally or by any course of dealing between the parties, but only by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

                10.           Assignment.  The Employee may not assign any of his/her rights or delegate any of his/her duties or obligations under this Agreement.  The rights and obligations of Concord under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of Concord.

                11.           Entire Agreement.  This Agreement, the Noncompetition Agreement attached hereto, the restricted stock agreement and the offer of employment letter between the Employee and Concord constitute the entire understanding of the parties relating to the subject matter hereof and supersede and cancel all agreements, written or oral, made prior to the date hereof between the

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Employee and Concord, its parents, subsidiaries, predecessors, agents, employees, officers, successors and assigns relating to the subject matter hereof, including, but not limited to, the October 1, 2002 Employment Agreement (the “Aprisma Employment Agreement”) and the August 16, 2004 Memo Agreement between the Employee and Aprisma Management Technologies, Inc.; provided, however, that the Employee’s existing Equity Grant  agreements, as modified hereby and Section 4 of the Aprisma Employment Agreement, shall remain in full force and effect.

                12.           Notices.  All notices hereunder shall be in writing and shall be delivered in person or mailed by certified or registered mail, return receipt requested, addressed as follows:

If to Concord, to:	Concord Communications, Inc.
	600 Nickerson Road
	Marlboro, MA 01752
	Attention: John A. Blaeser
	With a copy to:
	Concord Communications, Inc.
	600 Nickerson Road
	Marlboro, MA 01752
	Attention: General Counsel

                If to the Employee, at the Employee’s address set forth on the signature page hereto.

                13.           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

                14.           Section Headings.  The descriptive section headings herein have been inserted for convenience only and shall not be deemed to define, limit, or otherwise affect the construction of any provision hereof.

                15.           Term.  The term of this Agreement (the “Term”) shall commence upon the date hereof and terminate upon the earlier of (i) twenty-four (24) months following any Change in Control of Concord, (ii) the date prior to any Change in Control of Concord that the Employee for any reason ceases to be an employee of Concord and (iii) the date following any Change in Control of Concord that the Employee is terminated for Cause or voluntary terminates his employment (other than for Good Reason).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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                IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

CONCORD COMMUNICATIONS, INC.
By:	/s/ John A. Blaeser
Name: John A. Blaeser
Title: President
EMPLOYEE
/s/ Michael A. Fabiaschi
Name: Michael A. Fabiaschi
Address: 273 Corporate Drive
Portsmouth, NH 03801

EMPLOYEE NONCOMPETITION AGREEMENT

                In consideration and as a condition of my continued employment, I hereby agree with Concord Communications, Inc. (“Concord”) as follows:

                1.             During the period of my employment by Concord (the “Employment Period”), I will devote my full working time and best efforts to the business of Concord.  Further, (i) for as long as I am an employee of Concord and (ii) for the period beginning as of the date of the occurrence of a Change in Control through and including the date to occur which is six months following the date upon which I am no longer an employee of Concord, I agree that I will not, directly or indirectly, alone or as a partner, officer, director, employee or stockholder of any entity (except that I may own not more than 1% of the outstanding shares of any publicly-traded company), engage in any business activity which is in competition with the products or services being developed, manufactured or sold by Concord.  The provisions of clause (ii) of the preceding sentence shall (A) apply only if following a Change in Control my employment with Concord shall have been terminated (1) without cause or for cause pursuant to Section 2 of my Management Change in Control Agreement of even date herewith or (2) for “Good Reason” (as that term is defined in my Management Change in Control Agreement) and (B) not apply if I shall have voluntarily terminated my employment with Concord.  The period following the termination of my employment during which the restrictions described above shall apply (the “Post-employment Period”) shall be extended by the length of any period of time during the Post-employment Period during which I am in violation of this paragraph.  Nothing contained herein shall exclude me from participating in civic, charitable, religious or non-profit activities so long as such activities do not interfere with the performance of my duties to Concord.

                2.             I agree that any breach of this Agreement by me will cause irreparable damage to Concord and that in the event of such breach Concord shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of my obligations hereunder.  I further agree and acknowledge that the post-employment non-competition provision set forth in Paragraph 1 hereof, and the remedies set forth in this paragraph, are necessary and reasonable to protect the business of Concord.

                3.             I understand that this Agreement does not create an obligation on Concord or any other person or entity to con­tinue my employment.

                4.             No claim of mine against Concord shall serve as a defense against Concord’s enforcement of any provision of this Agreement.

                5.             I hereby represent that I am not a party to, or bound by the terms of, any agreement with any previous employer, other than Concord, or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of my employment with Concord or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party, which would prevent me from performing services to or for Concord in any material way.  I further represent that my performance of all the terms of this Agreement and as an employee of Concord does not and will not breach any agreement to

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keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust prior to my employment with Concord, and I will not disclose to Concord or induce Concord to use any confidential or proprietary information or material belonging to any previous employer or others.  I have not entered into, and I agree I will not enter into, any agreement, either written or oral, in conflict with the terms of this Agreement.

                6.             Any waiver by Concord of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.

                7.             I hereby agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein.  Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.

                8.             My obligations under this Agreement shall survive the termination of my employment regardless of the manner of such termination.

                9.             The term “Concord” as used herein shall also include Concord’s subsidiaries, subdivisions or affiliates.  Concord shall have the right to assign this Agreement to its successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns.

                10.           This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts.  Any claims or legal actions by one party against the other arising out of the relationship between the parties contemplated herein (whether or not arising under this Agreement) shall be governed by the laws of the Commonwealth of Massachusetts and shall be commenced and maintained in any state or federal court located in Massachusetts, and both parties hereby submit to the jurisdiction and venue of any such court.

                11.           Capitalized terms used herein and not otherwise defined shall have the meanings provided in the Management Change in Control Agreement of even date herewith.

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                IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 9th day of March, 2005.

/s/ Michael A. Fabiaschi

Name: Michael A. Fabiaschi

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EX-10.2

CONCORD COMMUNICATIONS, INC.

1997 STOCK PLAN

RESTRICTED STOCK GRANT AGREEMENT

THIS AGREEMENT made this 9th day of March, 2005, by and between CONCORD COMMUNICATIONS, INC. a corporation organized under the laws of the Commonwealth of Massachusetts (the “Company”), and the individual identified below, residing at the address there set out (the “Grantee”).

W I T N E S S E T H  T H A T:

WHEREAS, Grantee’s association with the Company or Related Corporation is considered by the Company to be important for the growth of it and the Related Corporations; and

WHEREAS, the company desires to grant to grantee shares of the company’s Common Stock (the “Common Stock”) pursuant to the Company’s 1997 Stock Plan (the “Plan”) according to the terms and conditions hereof;

NOW, THEREFORE, in consideration of the promises and mutual covenants herein set forth, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby mutually covenant and agree as follows:

1.Issuance of Common Stock

1.1.       The Company hereby agrees to grants to Grantee an aggregate of Seventy Thousand (70,000) shares of Common Stock in consideration of his or her performance of future services and on the terms and conditions of this Agreement and all other applicable terms and conditions of the Plan.  For purposes of this Agreement, “Acquired Shares” means all of such shares, together with any shares of stock or other securities issued in respect of or in replacement for the shares of Common Stock described in the preceding sentence as a result of a corporate or other action such as a stock dividend, stock split, merger, consolidation, reorganization, or recapitalization.

1.2.       Upon receipt by the Company of a copy of this Agreement duly executed and completed by the Grantee, the Company shall issue in the name of Grantee duly executed certificates evidencing the Acquired Shares endorsed with the legend set forth in Section 7.3 below.  Certificates evidencing Acquired Shares shall be held in escrow by the Company as hereinafter provided.

2.Vesting and Forfeiture of Acquired Shares

2.1.       As of the date of this Agreement, all of the Acquired Shares shall be subject to the risk of forfeiture in accordance with Section 2.2 (the Acquired Shares, while and to the extent so subject to the risk of forfeiture pursuant to Section 2.2, being hereafter referred to as

“Restricted Shares”).  Restricted Shares shall vest and no longer be subject to the risk of forfeiture under Section 2.2 in accordance with the provisions of Schedule A attached hereto.  Restricted Shares which have vested in accordance with the provisions of Schedule A attached are herein referred to as “Vested Shares”.  Unless otherwise expressly provided on such Schedule A, no Restricted Shares shall become Vested Shares following the date (the Grantee’s “Termination Date”), reasonably fixed and determined by the Committee, of the voluntary or involuntary termination of the Grantee’s employment or other association with all of the Company and its Related Corporations, for any or no reason whatsoever, including death or disability and an entity ceasing to be a Related Corporation; provided, however, that military or sick leave shall not be deemed a termination of employment or other association, if it does not exceed the longer of 90 days or the period during which the Grantee’s reemployment rights, if any, are guaranteed by statute or by contract.

2.2.       As of the Grantee’s Termination Date, all of the then Restricted Shares shall be forfeited by the Grantee or any Permitted Transferee (as defined in Section 3.1 below). As of the Grantee’s Termination Date, and without requirement of notice or other action, the Company shall become the legal and beneficial owner of the then Restricted Shares and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name such Restricted Shares for no consideration whatsoever.

3.Restriction on Transfer

3.1.       Subject to the remaining provisions of this Section and except for the escrow described in Section 4, none of the Restricted Shares or any beneficial interest therein shall be sold, transferred, assigned, pledged, encumbered or otherwise disposed of in any way at any time (including, without limitation, by operation of law) other than (i) to the Company or its assignees or (ii), to any other person on (but only upon) death by will, bequest or operation of law (each, a “Permitted Transferee”).

3.2.       All Permitted Transferees of Restricted Shares or any interest therein shall be required as a condition of such transfer to agree in writing, in form satisfactory to the Company, that they shall receive and hold such Shares or interest subject to the provisions of this Agreement, including, without limitation, the forfeiture provisions of Section 3.  Any sale, transfer, assignment, pledge, encumbrance or other disposition of the Restricted Shares other than in accordance with this Section shall be void.  The Company shall not be required (i) to transfer on its books any Restricted Shares sold, transferred or otherwise disposed of in violation of this Section or (ii) to treat as owner of any Restricted Shares, or to pay dividends in respect of Restricted Shares to, any person purporting to have acquired Restricted Shares or any beneficial interest therein unless such Restricted Shares or interest were acquired in compliance with the provisions of this Section.

4.Escrow of Shares

4.1.       Each Restricted Share granted pursuant to this Agreement shall be held in escrow by the Company, as escrow holder (“Escrow Holder”), together with a stock power executed in blank by the Grantee, until it shall either (a) be forfeited to the Company at the

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Grantee’s Termination Date in accordance with Section 2.2 or (b) have become a Vested Share and the Grantee shall have satisfied the requirements of Section 5.1 (relating to tax withholdings) with respect to any taxable income attributable to such Share.

4.2.       Upon the forfeiture of any Restricted Shares to the Company in accordance with Section 2.2, the Company shall have the right, as Escrow Holder, to take all steps necessary to accomplish the transfer of such Share to it, including but not limited to presentment of certificates representing the Restricted Shares, together with a stock power executed by or in the name of the Grantee appropriately completed by the Escrow Holder, to the Company’s transfer agent with irrevocable instructions to register transfer of such Shares into the name of the Company.  The Grantee hereby appoints the Company, in its capacity as Escrow Holder, as his or her irrevocable attorney-in-fact to execute in his or her name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the Shares.

4.3.       When any portion of the Restricted Shares have become Vested Shares, upon Grantee’s request the Company, as Escrow Holder, shall promptly cause a new certificate to be issued for such Shares and shall deliver such certificate to Grantee subject, however, to the Grantee’s satisfaction of the requirements of Section 5.1 (relating to tax withholdings).

4.4.       Subject to the terms hereof, Grantee shall have all the rights of a stockholder with respect to the Acquired Shares while they are held in escrow, including without limitation, the right to receive any dividends declared thereon.  If, from time to time during the term of the escrow, there occurs any corporate or other action giving rise to substituted or additional securities by reason of ownership of the Shares such substituted or additional securities, with the legend required by Section 7.3 if applicable, shall be immediately subject to this escrow and deposited with the Escrow Holder.

5.Tax Consequences

5.1.          It is understood by the Company and Grantee that the issuance of the Acquired Shares hereunder may be deemed compensatory in purpose and in effect and that as a result the Company or a Related Corporation may be obligated to pay withholding taxes in respect of such Acquired Shares at the time Grantee becomes subject to income taxation as a result of the receipt or vesting of the Acquired Shares hereunder.  In the event that at the time the above-said withholding tax obligations arise (i) Grantee is no longer in the employ of the Company or a Related Corporation or (ii) Grantee’s other cash compensation from the Company and its Related Corporations is not sufficient to meet the aforesaid withholding tax obligation, Grantee hereby agrees to provide the Company or its Related Corporation with an amount sufficient to pay all withholding taxes required to be paid as and when such taxes become payable (which amount in the sole discretion of the Company and subject to any applicable requirements of the Plan, may be provided in the form of shares of Common Stock, including Vested Shares then held by the Escrow Holder).  Grantee agrees to pay such amount on or before the later of the date the withholding tax obligation arises, or the Company’s next subsequent payroll date.  Grantee agrees that in the event and to the extent the Company and its Related Corporations determine that they are not obligated to withhold

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taxes payable by Grantee with respect to Acquired Shares but the Company or a Related Corporation is later held liable due to any non-payment of taxes on the part of Grantee, the Grantee shall indemnify and hold the Company and its Related Corporations harmless from the amount of any payment made by them in respect of such liability.

5.2.       Grantee hereby agrees to deliver to the Company (and his or her employing Related Corporation, if applicable) a signed copy of any instrument, letter or other document he or she may execute and file with the Internal Revenue Service evidencing his or her election under Section 83(b)(2) of the Internal Revenue Code of 1986, as amended, to treat his or her receipt of the Acquired Shares as includible in his or her gross income in the year of receipt.  Grantee shall deliver said copy of any such instrument of election within five (5) days after the date on which any such election is required to be made in accordance with the appropriate provisions of the Internal Revenue Code or applicable Regulations thereunder.

6.Compliance with Law

6.1.       Grantee represents and warrants, and each Permitted Transferee shall, as a condition of transfer, represent and warrant, that he or she is acquiring the Acquired Shares of his or her own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution of any such Acquired Shares.

6.2.       Grantee acknowledges and agrees, and each Permitted Transferee shall, as a condition of transfer, acknowledge and agree, that neither the Company nor any agent of the Company shall be under any obligation to recognize any transfer of any of the Acquired Shares if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.

7.General Provisions

7.1.       This Agreement shall be governed and enforced in accordance with the terms of the Plan and the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws principles thereof, and shall be binding upon the heirs, personal representatives, executors, administrators, successors and assigns of the parties.

7.2.       This Agreement and the applicable terms of the Plan embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof, supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way and may only be modified or amended in writing signed by the Company and the Grantee.

7.3.       The certificates representing the Restricted Shares shall be endorsed with the following legend:

The transferability of this certificate and the shares represented by this certificate are subject to the terms and conditions (including, without

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limitation, the potential forfeiture of the same) of the 1997 Stock Plan and a Restricted Stock Grant Agreement entered into by the registered owner and Concord Communications, Inc.  Copies of such Plan and Agreement are on file in the offices of Concord Communications, Inc.

7.4.       The rights and obligations of each party under this Agreement shall inure to the benefit of and be binding upon such party’s heirs, legal representatives, successors and permitted assigns.  The rights and obligations of the Company under this Agreement shall be assignable by the Company to any one or more persons or entities without the consent of the Grantee or any other person.  The rights and obligations of any person other than the Company under this Agreement may only be assigned with the prior written consent of the Company.

7.5.       No consent to or waiver of any breach or default in the performance of any obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance of any of the same or any other obligations hereunder.  Failure on the part of any party to complain of any act or failure to act of any other party or to declare any party in default, irrespective of the duration of such failure, shall not constitute a waiver of rights hereunder and no waiver hereunder shall be effective unless it is in writing, executed by the party waiving the breach or default hereunder.

7.6.       If any provision of this Agreement shall be held illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other severable provisions of this Agreement.

7.7.       The headings in this Agreement are for convenience of identification only, do not constitute a part hereof, and shall not affect the meaning or construction hereof.

7.8.       Grantee agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

7.9.       Any dispute, controversy, or claim arising out of, or in connection with, or relating to the performance of this Agreement or its termination, shall be settled by arbitration in the Commonwealth of Massachusetts, pursuant to the rules then in effect of the American Arbitration Association.  Any award shall be final, binding and conclusive upon the parties and a judgment rendered thereon may be entered in any court having jurisdiction thereof.

7.10.     Nothing contained in this Agreement shall confer upon the Grantee any right with respect to the continuation of his or her employment or other association with the Company or any Related Corporation, or interfere in any way with the right of the Company and its Related Corporations, subject to the terms of Grantee’s separate employment or consulting agreement, if any, or provision of law or corporate articles or by-laws to the contrary, at any time to terminate such employment or consulting agreement or otherwise modify the terms and conditions of Grantee’s employment or association with the Company or a Related Corporation.

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7.11.     This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.  In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart.

7.12.     All capitalized terms used but not defined herein shall have the respective meaning given such terms in the Plan.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, the parties have duly executed this Agreement under seal as of the month, day and year first set forth above.

CONCORD COMMUNICATIONS, INC.		GRANTEE
By:	/s/ John A. Blaeser	/s/ Michael Fabiaschi
Title:President		Grantee’s Name & Address:
		Michael Fabiaschi
		273 Corporate Drive
		Portsmouth, NH 03801

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Michael Fabiaschi	Schedule A
(Grantee Name)
March 9, 2005
(Date of Agreement)
70,000
(Number of Acquired Shares)

This Schedule A provides for the vesting of the Acquired Shares granted the Grantee in the Restricted Stock Purchase Agreement (the “Agreement”) to which it is attached.  Capitalized terms not defined herein shall have the same meaning as such terms are assigned under the Agreement.

1.          Release Based on Continued Employment. At each anniversary of the date of the Agreement, that percentage of the Acquired Shares set forth opposite such anniversary shall be released from the Company’s Repurchase Right and become Vested Shares, with any fractions rounded down except on the final installment.

1997 Stock Plan
Anniversary	Percentage
First	25%
Second	25%
Third	25%
Fourth	25%