Exhibit 10.30
Severance Agreement
THIS SEVERANCE AGREEMENT (the “Severance Agreement”) is entered into as of October 20, 2025 (the “Effective Date”) between Ribbon Communications UK Limited (the “Company”) and Stephen McCaffery (“Executive” or “you”).
| 1. | Definitions. The following capitalized terms used herein shall have the following meanings: |
| i. | At any time other than the Change in Control Protection Period, the occurrence of one or more of the following conditions without your prior written consent: (A) a material reduction in your then-effective Base Pay (excluding any such reduction in connection with across-the-board Base Pay reductions for all or substantially all similarly situated employees), or (B) the relocation of your primary place of employment (currently your home address located at The Whitefields, Whitefield Road Stocktonheath, Cheshire, WA4 6NA (the "Home Address")) to a location more than 30 miles from the Home Address. For the avoidance of doubt (B) shall not include a move of primary location from the Home Address to the Company’s office currently located at 4 Maidenhead Office Park, Maidenhead, Berkshire, United Kingdom, SL6 3QH (“Maidenhead Office”) or vice versa; or |
| ii. | during the Change in Control Protection Period, the occurrence of one or more of the following conditions without your prior written consent: (A) a material reduction in your then-effective Base Pay or target Annual Bonus, (B) the relocation of your primary place of employment to a location (currently the Home Address) more than 30 miles from the Home Address. For the avoidance of doubt (B) shall not include a move of primary location from the Home Office to the Maidenhead Office or vice versa; (C) a material diminution in your authority, duties or responsibilities for the Ribbon Entities, or (D) any material breach of any written agreement by and between any Ribbon Entity and you; |
provided that, in each case of subsections (i) and (ii), you shall not have Good Reason unless and until (x) you give the Company written notice describing the occurrence of Good Reason within 30 days after such occurrence first occurs, (y) such occurrence is not corrected by the Company within 30 days after the Company’s receipt of such notice, and (z) you resign from employment with the Company no later than 30 days after the expiration of such 30-day correction period.
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| 2. | Term of Agreement. The term of this Severance Agreement will commence as of the Effective Date and shall continue in effect until the earlier of (a) the third anniversary of the Effective Date; and (b) the date on which all payments or benefits required to be made or provided hereunder have been made or provided in their entirety (the “Initial Term”). Notwithstanding the foregoing, (i) on the third anniversary of the Effective Date and on each subsequent anniversary thereafter, this Severance Agreement shall automatically renew and extend for a period of twelve (12) additional months (each such twelve (12)-month period, collectively with the Initial Term, the “Term”) unless written notice of non-renewal is delivered from either party to the other not less than six (6) months prior to the applicable date on which extension of the then-existing Term would occur, and (ii) in no event will the Term end prior to the first anniversary of the date of consummation a Change in Control. |
| 3. | Termination and Eligibility for Severance. |
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| 7. | Miscellaneous. |
| (a) | This Severance Agreement, together with the Employment Contract, will constitute our entire agreement as to your employment by the Company and will supersede any prior agreements or understandings, whether in writing or oral, with respect to the subject matter hereof, other than with respect to any agreements between you and the Company with respect to confidential information, intellectual property, non-competition, non-solicitation, non-disparagement, nondisclosure of proprietary information, inventions and injunctive relief. |
| (b) | This Severance Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument. |
| (c) | The provisions of this Severance Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions of this Severance Agreement shall nevertheless be binding and enforceable and except to the extent necessary to reform or delete such illegal or unenforceable provision, this Severance Agreement shall remain unmodified and in full force and effect. |
| (d) | This Severance Agreement is personal in nature and neither of the parties hereto shall, without the written consent of the other, assign or otherwise transfer this Severance Agreement or its obligations, duties and rights under this Severance Agreement; provided, however, that in the event of the merger, consolidation, transfer or sale of all or substantially all of the assets of the Company, the Company may assign its rights and obligations hereunder and, in the event of such assignment, this Severance Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall be solely obligated to discharge and perform all of the promises, covenants, duties and obligations of the Company hereunder. |
| (e) | All notices shall be in writing and shall be delivered personally (including by courier), by overnight receipted courier service (such as UPS or Federal Express) or sent by certified, registered or express mail, postage prepaid, to the Company at 6500 Chase Oaks Blvd, Suite 100, Plano, Texas 75023 Attn: Head of Legal, and to you at the most current address we have in your employment file. Any such notice shall be deemed given when so |
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| delivered personally, or, if by certified, registered or express mail, postage prepaid mailed, forty-eight (48) hours after the date of deposit in the mail. Any party may, by notice given in accordance with this paragraph to the other party, designate another address or person for receipt of notices hereunder. |
| (f) | This Severance Agreement shall be governed by and interpreted in accordance with the laws of England and Wales. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim or matter (including any non-contractual claim) arising under or in connection with this Agreement. |
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IN WITNESS WHEREOF, each of the parties has executed this Severance Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.
EXECUTIVE:
/s/ Stephen McCaffery
COMPANY:
By: /s/ Patrick Macken
Signature Page to Severance Agreement