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EXHIBIT 10.23.5
Amendment No. 2 to Telect, Inc. 2000 Equity Incentive Plan
The Telect, Inc. 2000 Equity Incentive Plan (the "Plan") is hereby amended as
follows.
1. Section 10.3 of the Plan is hereby amended and restated in its entirety
to read as follows:
Each Outside Director Option shall terminate and cease to be exercisable
on the date six (6) years after the date of the grant of the Outside
Director Option unless earlier terminated pursuant to the terms of the
Plan or the Option Agreement.
IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies
that the foregoing sets forth Amendment No. 2 to the Telect, Inc. 2000 Equity
Incentive Plan as duly adopted by the Board effective as of November 8, 2000.
