X0303 4 2009-02-27 0000790705 TEKELEC TKLC 0001369228 Rice David K C/O TEKELEC 5200 PARAMOUNT PARKWAY MORRISVILLE NC 27560 0 1 0 0 Sr. Vice President, Operations Common Stock 13228 D Restricted Stock Units 2009-02-27 4 A 0 14000 0 A 2013-02-27 Common Stock 14000 14000 D Restricted Stock Units 2009-02-27 4 A 0 43500 0 A 2013-02-27 Common Stock 43500 43500 D Share Appreciation Rights 12.26 2009-02-27 4 A 0 34000 0 A 2015-02-27 Common Stock 34000 34000 D Restricted Stock Units ("RSUs") convert to Tekelec Common Stock on a one-for-one basis. Each RSU represents the right to receive, upon vesting, one share of Tekelec Common Stock. The RSUs will vest (and shares represented thereby will be issued) in 4 equal annual installments commencing on 02/27/10 as long as individual remains an employee of the Company (or any of its affiliates) from the grant date through the applicable vesting date. Each RSU represents the right to receive, upon vesting, one share of Tekelec Common Stock. Between 0% and 100% of the RSUs will become earned and eligible for time-based vesting based on the extent to which Tekelec achieves certain revenue objectives for the period beginning on 1/1/09 and ending on 12/31/09. To the extent that the RSUs are earned, the RSUs will vest on the third anniversary of the grant date. Eligibility for vesting and vesting are subject to the Reporting Person's continued employment with the Company (or one of its affiliates) from the grant date through the applicable date. Stock Appreciation Rights vest and become exercisable in 4 equal annual installments commencing on 02/27/10 as long as the individual remains an employee of the Company (or one of its affiliates) from the grant date through the applicable vesting date. David K. Rice 2009-03-03