REDBACK NETWORKS INC. 1999 STOCK INCENTIVE PLAN:
NOTICE OF RESTRICTED STOCK AWARD
You have been granted restricted shares of Common Stock of Redback Networks
Inc. (the "Company") on the following terms:
Name of Recipient: Kevin DeNuccio
Total Number of Shares Granted: 500,000
Fair Market Value per Share: $4.17
Total Fair Market Value of Award: $2,085,000.00
Date of Grant: August 29, 2001
Vesting Commencement Date: August 29, 2001
Vesting Schedule: The right of forfeiture shall lapse and
the shares shall become unrestricted at
the rate of 8.333% once a month when you
complete each month of continuous
service as an employee, consultant or
director of the Company or a subsidiary
of the Company ("Service") from the
Vesting Commencement Date.
Notwithstanding the forgoing, your
shares will not vest and shall not
become unrestricted during any period
where the Company's then current Insider
Trading Policy would not allow you to
immediately sell the shares on the open
market. No shares shall vest hereunder
until the day this agreement is executed
by both parties. The shares may become
exercisable on an accelerated basis, as
described in the Restricted Stock
Agreement.
The Pro Rata Return Portion (as defined
in your letter agreement dated August
17, 2001 "Letter Agreement") of the
shares will revert back to the Company
if, before you complete 12 months of
continuous service with the Company,
your employment ends due to a Pay-back
Event (as defined in the Letter
Agreement).
By your signature and the signature of the Company's representative below, you
and the Company agree that these shares are granted under and governed by the
terms and conditions of the Redback Networks Inc. 1999 Stock Incentive Plan (the
"Plan") and the Restricted Stock Agreement, which is attached to and made a part
of this document.
RECIPIENT: REDBACK NETWORKS INC.
/s/ Kevin A. DeNuccio By: /s/ Thomas C. Cronan
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REDBACK NETWORKS INC. 1999 STOCK INCENTIVE PLAN:
RESTRICTED STOCK AGREEMENT
Payment for Shares No payment is required for the shares that you are
receiving.
Vesting The shares that you are receiving will vest in
installments, as shown in the Notice of Restricted Stock
Award. Except as set forth herein no additional shares
will vest after your Service has terminated for any
reason. Vesting may accelerate, as provided below.
Vesting Following If the Company is subject to a "Change in Control" (as
Change in Control defined in the Plan) before your Service terminates,
then all of your restricted shares will immediately vest
in full.
Shares Restricted Unvested shares will be considered "Restricted Shares"
and will be maintained in a Company escrow account. You
may not sell, transfer, pledge or otherwise dispose of
any Restricted Shares without the written consent
of the Company, except as provided in the next
sentence. You may transfer Restricted Shares to your
spouse, children or grandchildren or to a trust
established by you for the benefit of yourself or
your spouse, children or grandchildren. However, a
transferee of Restricted Shares must agree in writing
on a form prescribed by the Company to be bound by all
provisions of this Agreement and the shares will be
maintained in a Company escrow account.
Forfeiture If for any reason, under this agreement your shares are
forfeited the Restricted Shares will immediately revert
to the Company. You receive no payment for Restricted
Shares that are forfeited.
Leaves of Absence For purposes of this award, your Service does not
terminate when you go on a military leave, a sick
leave or another bona fide leave of absence, if the
leave was approved by the Company in writing and if
continued crediting of Service is required by
applicable law, the Company's leave of absence
policy or the terms of your leave. But your Service
terminates when the approved leave ends, unless you
immediately return to active work.
Voting Rights You may vote your shares even before they vest.
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Withholding Taxes No stock certificates or electronic transfer of shares
will be released to you unless you have made acceptable
arrangements to pay any withholding, including taxes,
that may be due as a result of this award or the vesting
of the shares. These arrangements may include withholding
shares of Company stock that otherwise would be released
to you when they vest. These arrangements may also
include surrendering shares of Company stock that you
already own. The fair market value of the shares you
surrender, determined as of the date when taxes otherwise
would have been withheld in cash, will be applied as a
credit against the withholding. The amount of withholding
will be determined by the Company in its sole discretion.
Restrictions By signing this Agreement, you agree not to sell any
on Resale shares at a time when applicable laws or Company policies
prohibit a sale. This restriction will apply as long as
you are an employee, consultant or director of the
Company or a subsidiary of the Company.
No Retention Your award or this Agreement does not give you the right
Rights to be employed or retained by the Company or a subsidiary
of the Company in any capacity. The Company and its
subsidiaries reserve the right to terminate your Service
at any time, with or without cause.
Adjustments In the event of a stock split, a stock dividend or a
similar change in Company stock, the number of Restricted
Shares that remain subject to forfeiture will be adjusted
accordingly.
Applicable Law This Agreement will be interpreted and enforced under the
laws of the State of Delaware (without regard to their
choice-of-law provisions).
The Plan and The text of the 1999 Stock Incentive Plan is
Other Agreements incorporated in this Agreement by reference.
This Agreement and the Plan constitute the entire
understanding between you and the Company regarding this
award. Any prior agreements, commitments or negotiations
concerning this award are superseded. This Agreement may
be amended only by another written agreement, signed by
both parties.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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