TEKELEC
EMPLOYMENT OFFER LETTER (WALTERS)
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>5
<FILENAME>d50056_ex10-16.txt
<DESCRIPTION>EMPLOYMENT OFFER LETTER (WALTERS)
<TEXT>

                                                                   EXHIBIT 10.16


November 13, 2001



PERSONAL AND CONFIDENTIAL                                    Via Federal Express


Daniel B. Walters
804 Hawksbill Island Drive
Satellite Beach, FL  32937

Dear Daniel:

On behalf of Tekelec,  I am pleased to offer you  employment as Vice  President,
Global  Marketing  and  Sales,  on the  terms and  conditions  set forth in this
letter. As Vice President,  Global Marketing and Sales, you will report directly
to Tekelec's  Executive  Vice  President and Chief  Operating  Officer,  will be
principally  responsible for Tekelec's  Global Marketing and Sales and will have
such other duties and  responsibilities  as may be delegated to you from time to
time by the Executive  Vice  President and Chief  Operating  Officer  and/or the
Chief Executive Officer. You may choose your employment start date so long as it
is between  January 7 and 14, 2002.  Your  compensation  and benefits will be as
follows:

1.   Your  starting  annual base salary will be $225,000  (i.e.,  $8,653.85  per
     bi-weekly period).

2.   You will be eligible to  participate  in Tekelec's 2002 Officer Bonus Plan,
     under which you will be eligible to receive,  in accordance  with the terms
     of such  Plan as  approved  by the  Company's  Board  of  Directors  (which
     approval is expected  prior to March  2002),  up to 56% of your annual base
     salary earned during 2002 as a cash bonus based on certain financial and/or
     sales  milestones  in 2002 and an annual  bonus equal to 14% of your annual
     base salary earned during 2002 if you achieve certain individual objectives
     during 2002.  For 2002,  you will be  guaranteed a minimum bonus of $39,375
     which,  if due, will be paid during the first quarter of 2003. This minimum
     bonus represents 25% of the maximum  aggregate bonus for which you would be
     eligible under the 2002 Officer Bonus Plan. The terms of your participation
     in any  officer  bonus  plans  after 2002 will be subject to change and the
     approval of the Board of Directors of Tekelec.

3.   You will be entitled to take four weeks personal time annually.

4.   You will receive applicable  benefits,  including health,  dental,  vision,
     long-term  disability  and life  insurance,  as are  generally  provided to
     Tekelec's executive officers.

5.   You will be offered the  opportunity to  participate in Tekelec's  Employee
     Stock  Purchase  Plan  and  401(k)  Plan  upon  your  satisfaction  of  the
     eligibility requirements for such plans.

6.   You will be covered by Tekelec's Officer Severance Plan (a copy of which is
     enclosed).

7.   The  Compensation  Committee  of Tekelec  will  grant to you stock  options
     (incentive  stock options to the maximum extent  permitted  under law, with
     the balance being  nonstatutory  stock options) under  Tekelec's 1994 Stock
     Option Plan (the "Plan") to purchase 200,000

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                                                                   EXHIBIT 10.16


     shares of Tekelec  Common Stock  ("Options"),  effective as of the later of
     your start date or the date of the Compensation Committee's action granting
     such options (the "grant date"). The exercise price of your Options will be
     equal to the closing price of Tekelec's  Common Stock on the grant date (as
     reported in The Wall Street Journal on the first business day following the
     grant date).  Your Options will vest to the extent of 50,000  shares on the
     one-year  anniversary of your start date. The remaining 150,000 shares will
     vest and become exercisable cumulatively in 12 equal quarterly installments
     of 12,500 shares each, with the first  installment  vesting on the last day
     of the first full calendar quarter  following your one-year  anniversary of
     employment with the Company) and one additional  installment vesting on the
     last day of each  calendar  quarter  thereafter  as long as you  remain  an
     employee of Tekelec.  Your Options will  expire,  to the extent  previously
     unexercised, upon the earlier of ten years from the date of grant or a date
     not less than  three  months  after you cease to be a Tekelec  employee  as
     determined  in accordance  with the terms of the Plan.  The Options will in
     all  respects  be subject to the terms and  provisions  of the Plan and the
     stock option agreement  evidencing the grant of the Options. In addition to
     the foregoing grant, it is anticipated that the Compensation Committee will
     periodically,  typically  annually,  consider  whether  additional  options
     should be granted to you while you remain an officer of the Company.

8.   Tekelec will pay you up to a maximum of $100,000 to reimburse  you for your
     accountable  costs incurred in relocating to North Carolina,  including the
     anticipated  commissions and fees for the sale of your current home, losses
     (if any) incurred on the sale of your current  home,  the closing costs you
     incur in  connection  with your  purchase of a new home in North  Carolina,
     your  actual  out-of-pocket  travel,  moving,  rental  and  other  expenses
     relating  to your  relocation,  the  costs of  temporary  housing  in North
     Carolina pending your relocation and the reasonable  transportation expense
     you incur  traveling  to such  location  and the  associated  income  taxes
     payable by you with  respect  to your  receipt  of such  reimbursement.  In
     addition,  Tekelec will  reimburse you for the  reasonable  expenses of one
     house-hunting trip to North Carolina.

You  are  aware  that  Tekelec   prohibits   employees  from  unlawfully   using
confidential or proprietary information belonging to any other person or entity.
By signing the enclosed copy of this letter, you agree not to disclose or use or
induce Tekelec or any of its employees to use any trade secrets or  confidential
or proprietary information belonging to any of your former employers.

As a condition of commencing your employment with Tekelec,  you will be required
to sign Tekelec's standard  "Confidentiality  and  Non-Disclosure  Agreement and
Assignment  of Rights"  (a copy of which is  enclosed).  As with  every  Tekelec
employee, you reserve the right to terminate your employment at any time for any
reason,  and we similarly  reserve the right to terminate your employment at any
time,  with or without cause. We hope and expect,  however,  that this will be a
long and mutually beneficial relationship.

This letter  agreement  contains our entire  understanding  with respect to your
employment with Tekelec.  The provisions of this letter may be amended only by a
writing signed by you and Tekelec.  If you have any questions  about the meaning
of any of the terms or provisions  included  herein,  please let me know at your
earliest convenience. This letter agreement shall be construed under the laws of
California.

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                                                                   EXHIBIT 10.16


Daniel,  we  believe  that  Tekelec  can  provide  you  with  opportunities  for
professional  growth and financial  return.  We look forward to working with you
and to a mutually fulfilling and rewarding relationship.

If this letter  agreement is  acceptable to you,  then please  acknowledge  your
acceptance  by signing and dating the  enclosed  copy of this  letter  agreement
where indicated below and then faxing (fax number:  818.880.0176)  and returning
such signed copy to me for receipt no later than November 15, 2001.

Sincerely,



Fred Lax
Executive Vice President and Chief Operating Officer



Acknowledged and Accepted:


/S/                      Date: November 19, 2001
--------------------
Daniel B. Walters


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