James Norrod Named CEO Of Zhone Technologies

Zhone Technologies, Inc.'s

Board of Directors today announced that James Norrod has been named as the Company's new President and Chief Executive Officer. Mory Ejabat will remain as Executive Chairman to provide a seamless transition and deliver strategic guidance as it relates to the carrier access business and future product development. Mr. Norrod will also join the Board effective immediately. With 25 years of experience as Chairman and CEO and a proven track record of consistently meeting or exceeding goals, Mr. Norrod has extensive enterprise experience relevant to taking advantage of the FiberLAN value proposition and direct experience in the service provider and telecommunication industries combined with rapidly growing public and venture capital backed technology companies. His refined expertise includes development of domestic and international operations, establishment of new sales distribution channels, and hiring and developing world class management teams while developing and implementing business strategies. Mr. Norrod's extensive CEO experience includes companies such as Infinite Power Solutions, Segway, Telebit, ITK, CGX and Octocom. His career started with 10 years at IBM where he managed the GM account for IBM. “The Board and I have complete confidence that Jim is the right person to be our next CEO,” stated Mory Ejabat. “Jim's 25-year career as a CEO has been marked by outstanding performance, and he has demonstrated remarkable talent and excellent judgment in all of his endeavors. As Zhone's new CEO, Jim will manage the day-to-day operations while I will continue to provide strategic oversight.” “Mory's extraordinary vision and leadership guided Zhone to its leadership position in GPON Access as one of the most innovative technology companies in the industry,” said Richard Kramlich, Co-Founder and Chairman of NEA, on behalf of Zhone's Board. “Mory has made countless contributions to Zhone's success. He has developed and inspired Zhone's employees while establishing a world class executive team. In his role as Executive Chairman, Mory will continue to serve Zhone with his industry insights and passion for innovation.” In connection with his appointment as CEO, the Compensation Committee of Zhone's Board of Directors approved the grant of an inducement award to Mr. Norrod consisting of a stock option to purchase 1,250,000 shares of the Company's common stock. The stock option will have a grant date of July 21, 2014 and a per share exercise price equal to the closing price of the Company's common stock on the grant date. The stock option will vest over four years, with 25% of the underlying shares vesting on the first anniversary of Mr. Norrod's commencement of employment and 1/36 of the remaining underlying shares vesting monthly thereafter, subject to his continuous service through each vesting date. The Compensation Committee approved the stock option award on July 17, 2014 without stockholder approval as an inducement material to Mr. Norrod's employment in accordance with NASDAQ Listing Rule 5635(c)(4).