Amendment to Incentive Stock Option Agreement between Sunrise Telecom Incorporated and Jeongeun Joo, dated February 7, 2006

Summary

This amendment updates the stock option agreement between Sunrise Telecom Incorporated and Jeongeun Joo. It changes the expiration terms for Jeongeun Joo’s option to purchase 15,000 shares, stating the option will expire 90 days after the company’s Form S-8 registration statement becomes effective, but no later than December 31, 2006. All other terms of the original agreement remain unchanged. Both parties have agreed to these new terms as of February 7, 2006.

EX-10.01 2 rrd107504_11678.htm AMENDMENT TO THE INCENTIVE STOCK OPTION AGREEMENT BETWEEN SUNRISE TELECOM INCORPORATED AND JEONGEUN JOO, DATED FEBRUARY 7, 2006. Amendment to Non Disclosure Agreement

Exhibit 10.01

Amendment to the Incentive Stock Option Agreement
between Sunrise Telecom Incorporated and Jeongeun Joo
dated February 7, 2006

Pursuant to its 1993 Stock Option Plan (the "Plan"), Sunrise Telecom Incorporated (the "Company") made an option grant (the "Option") to Jeongeun Joo ("Optionee") pursuant to a 1993 Employee Stock Option Plan Incentive Stock Option Agreement (the "Agreement"). The Option is as follows:

Number of Shares

Date

Expiration Date

15,000

April 13, 1996

April 13, 2006

The Company and Optionee hereby seek to amend Section 6(a) Basic Term of the Agreement in accordance with the following:

This Option shall in any event expire 90 days after effectiveness of the Company's Form S-8 registration statement covering the offer and sale of shares under the Option, but in no event later than December 31, 2006.

The effective date of this Amendment is February 7, 2006.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Agreement and the Plan.

ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENTS REMAIN IN FULL FORCE AND EFFECT.

IN WITNESS WHEREOF, COMPANY and OPTIONEE have signed this Amendment. By signing this Amendment, Optionee agrees to all the terms and conditions described in this Amendment, in the Agreement, and in the Plan.

COMPANY

OPTIONEE

/s/ Paul A. Marshall
Signature

/s/ Jeongeun Joo
Signature

Paul A. Marshall
President and CEO

February 7, 2006
Date

Jeongeun Joo
Optionee

February 7, 2006
Date