ENTERASYS NETWORKS INC /DE/
EMPLOYMENT LETTER (PATEL)
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>14
<FILENAME>b44681enexv10w35.txt
<DESCRIPTION>EMPLOYMENT LETTER (PATEL)
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.35

                             Cabletron Systems, Inc.

                                 August 3, 2001


Piyush Patel

Piyush:

We have agreed that the terms below will govern your relationship with Cabletron
going forward. If these terms are acceptable to you, please sign and return a
copy of this letter to me, at which point it will become a binding agreement
between you and Cabletron.

     1.   CURRENT SALARY. You will be paid your current base salary through
          Sept. 2, 2001.

     2.   TRANSFORMATION BONUS. You will be paid a transformation bonus of
          $300,000 on Aug. 3, 2001. Subject to continued performance, you will
          receive your normal quarterly bonus of $150,000 for Q2.

     3.   ADDITIONAL COMPENSATION. We agree to pay you additional compensation
          equal to one year salary plus bonus. One-half of the Additional
          Compensation shall be paid on Aug. 3. The other half of the Additional
          Compensation will be paid to you on Jan 2, 2002; this amount shall be
          placed in an escrow account to be released to you on Jan. 2, 2002
          unless you have materially breached the confidentiality provision set
          forth below. At such time as you cease to be an employee of the
          Company, you will be paid a lump sum based upon your unused vacation
          time at your current base salary.

     4.   CONFIDENTIALITY. You agree not to disclose any material confidential
          information of the Company or its subsidiaries to any third parties
          under circumstances that one would reasonably expect to cause material
          harm to the Company or its subsidiaries.

     5.   STOCK OPTIONS. Your Cabletron stock options will be treated the same
          as other employees, that is, the vesting on you Cabletron stock
          options will be accelerated through Feb. 28, 2002 and you will receive
          Riverstone rainbow options using the same ratio used with respect to
          Cabletron stockholders. With respect to your Aprisma, Enterasys, and
          Riverstone stock options, the remaining restrictions that prevent the
          transfer of the shares issued on exercise of the options will be
          lifted as of Aug. 6. This will not affect the exercisability of the
          stock options.


                                            Cabletron Systems, Inc.

         /s/ Piyush Patel                   By: /s/ Craig Benson
         ------------------------               ------------------------------
         Piyush Patel                           Craig Benson
                                                Director



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