Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 29, 2020, Ribbon Communications Inc. (the "Company") and Ribbon Communications Operating Company, Inc., a Delaware corporation and the Company's wholly-owned subsidiary, entered into a Severance Agreement with each of Steven Bruny, the Company's Interim Co-President and Chief Executive Officer and its Executive Vice President, Global Sales and Services (the "Bruny Severance Agreement"), and Anthony Scarfo, the Company's Executive Vice President, Products, Research and Development, Support and Supply Chain (the "Scarfo Severance Agreement" and together with the Bruny Severance Agreement, the "Severance Agreements").

Each of the Severance Agreements is subject to a three-year term, with automatic one-year renewals thereafter unless six months' prior written notice of non-renewal is given before the term automatically renews. In no event will either of the Severance Agreements end before the first anniversary of the date of the closing of a Change of Control (as such term is defined in the respective Severance Agreements) of the Company.

Under each of the Severance Agreements, if the Company terminates the employment of either Mr. Bruny or Mr. Scarfo without Cause (as such term is defined in the respective Severance Agreements of Messrs. Bruny and Scarfo) (other than due to death or Disability (as such term is defined in the respective Severance Agreements of Messrs. Bruny and Scarfo)) or if either executive officer terminates his employment with Good Reason (as such term is defined in the respective Severance Agreements of Messrs. Bruny and Scarfo) outside of a Change of Control Protection Period (such term is defined as the period beginning on the date of the closing of a Change in Control and ending on the first anniversary of such Change in Control), each of Messrs. Bruny and Scarfo will be entitled, less applicable withholdings, to receive: (i) continued payment of his then-current base salary for a period of twelve months following the termination date; (ii) a one-time lump sum cash amount equal to his pro-rated annual bonus, payable at the same time annual bonuses are paid, if at all, to other executive officers of the Company; provided that such termination occurs more than six months into a calendar year; (iii) a one-time lump sum cash amount equal to the aggregate sum of the Company's share of medical, dental and vision insurance premiums for such executive officer and his dependents for the twelve-month period following the termination date; (iv) accelerated vesting of the executive officer's unvested time-based equity awards that are scheduled to vest within twelve months following his termination date; and (v) continued eligibility to pro-rata vest unvested performance-based equity awards subject to the Company's actual achievement of applicable performance conditions for the portion of the performance period through the executive officer's termination date.

If the Company terminates the employment of either Mr. Bruny or Mr. Scarfo without Cause (other than as a result of his death or Disability) or if either executive officer terminates his employment with Good Reason during a Change in Control Period, then such executive officer will be entitled to receive: (i) a one-time lump sum cash amount equal to twelve months of his then-current base salary; (ii) a one-time lump sum cash amount equal to his then-target annual bonus; (iii) a one-time lump sum cash amount equal to his pro-rated annual bonus, payable at the same time annual bonuses are paid, if at all, to other executive officers of the Company; provided that such termination occurs more than six months into a calendar year; (iv) a one-time lump sum cash amount equal to the aggregate sum of the Company's share of medical, dental and vision insurance premiums for such executive officer and his dependents for the twelve-month period following the termination date; (v) full accelerated vesting of the executive officer's unvested time-based equity awards; and (vi) full accelerated vesting of the executive officer's unvested performance-based equity awards at a target level of achievement for each applicable performance condition.

The foregoing description of the Severance Agreements is qualified in its entirety by reference to the respective Severance Agreements, which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






       (d) Exhibits.




Exhibit
Number                            Description of Exhibits

  10.1       Severance Agreement, dated as of January 29, 2020, among Ribbon
           Communications Inc., Ribbon Communications Operating Company, Inc. and
           Steven Bruny.

  10.2       Severance Agreement, dated as of January 29, 2020, among Ribbon
           Communications Inc., Ribbon Communications Operating Company, Inc. and
           Anthony Scarfo.

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