{"id":38343,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-employee-stock-purchase-plan-redback-networks-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-employee-stock-purchase-plan-redback-networks-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-employee-stock-purchase-plan-redback-networks-inc.html","title":{"rendered":"1999 Employee Stock Purchase Plan &#8211; Redback Networks Inc."},"content":{"rendered":"<pre>                              REDBACK NETWORKS INC.\n\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n\n\n                     (AS ADOPTED EFFECTIVE _______ __, 1999)\n\n\n\n                                TABLE OF CONTENTS\n\n\n\n\n\n                                                                                                 Page\n                                                                                              \nSECTION 1.      PURPOSE OF THE PLAN..........................................................     1\n                                                                                                  \nSECTION 2.      ADMINISTRATION OF THE PLAN...................................................     1\n        (a)     Committee Composition........................................................     1\n        (b)     Committee Responsibilities...................................................     1\n                                                                                                  \nSECTION 3.      ENROLLMENT AND PARTICIPATION.................................................     1\n        (a)     Offering Periods.............................................................     1\n        (b)     Accumulation Periods.........................................................     1\n        (c)     Enrollment...................................................................     1\n        (d)     Duration of Participation....................................................     1\n        (e)     Applicable Offering Period...................................................     2\n                                                                                                  \nSECTION 4.      EMPLOYEE CONTRIBUTIONS.......................................................     2\n        (a)     Frequency of Payroll Deductions..............................................     2\n        (b)     Amount of Payroll Deductions.................................................     2\n        (c)     Changing Withholding Rate....................................................     2\n        (d)     Discontinuing Payroll Deductions.............................................     3\n        (e)     Limit on Number of Elections.................................................     3\n                                                                                                  \nSECTION 5.      WITHDRAWAL FROM THE PLAN.....................................................     3\n        (a)     Withdrawal...................................................................     3\n        (b)     Re-Enrollment After Withdrawal...............................................     3\n                                                                                                  \nSECTION 6.      CHANGE IN EMPLOYMENT STATUS..................................................     3\n        (a)     Termination of Employment....................................................     3\n        (b)     Leave of Absence.............................................................     3\n        (c)     Death........................................................................     3\n                                                                                                  \nSECTION 7.      PLAN ACCOUNTS AND PURCHASE OF SHARES.........................................     4\n        (a)     Plan Accounts................................................................     4\n        (b)     Purchase Price...............................................................     4\n        (c)     Number of Shares Purchased...................................................     4\n        (d)     Available Shares Insufficient................................................     4\n        (e)     Issuance of Stock............................................................     4\n        (f)     Unused Cash Balances.........................................................     5\n        (g)     Stockholder Approval.........................................................     5\n                                                                                                  \nSECTION 8.      LIMITATIONS ON STOCK OWNERSHIP...............................................     5\n        (a)     Five Percent Limit...........................................................     5\n        (b)     Dollar Limit.................................................................     5\n\n\n\n                                       i\n\n\n\n\n<font size=\"2\">\n                                                                                                 Page\n                                                                                              \nSECTION 9.      RIGHTS NOT TRANSFERABLE......................................................     6\n                                                                                                  \nSECTION 10.     NO RIGHTS AS AN EMPLOYEE.....................................................     6\n                                                                                                  \nSECTION 11.     NO RIGHTS AS A STOCKHOLDER...................................................     6\n                                                                                                  \nSECTION 12.     SECURITIES LAW REQUIREMENTS..................................................     6\n                                                                                                  \nSECTION 13.     STOCK OFFERED UNDER THE PLAN.................................................     7\n        (a)     Authorized Shares............................................................     7\n        (b)     Anti-Dilution Adjustments....................................................     7\n        (c)     Reorganizations..............................................................     7\n                                                                                                  \nSECTION 14.     AMENDMENT OR DISCONTINUANCE..................................................     7\n                                                                                                  \nSECTION 15.     DEFINITIONS..................................................................     7\n        (a)     Accumulation Period..........................................................     7\n        (b)     Board........................................................................     7\n        (c)     Code.........................................................................     7\n        (d)     Committee....................................................................     8\n        (e)     Company......................................................................     8\n        (f)     Compensation.................................................................     8\n        (g)     Corporate Reorganization.....................................................     8\n        (h)     Eligible Employee............................................................     8\n        (i)     Exchange Act.................................................................     8\n        (j)     Fair Market Value............................................................     8\n        (k)     IPO..........................................................................     9\n        (l)     Offering Period..............................................................     9\n        (m)     Participant..................................................................     9\n        (n)     Participating Company........................................................     9\n        (o)     Plan.........................................................................     9\n        (p)     Plan Account.................................................................     9\n        (q)     Purchase Price...............................................................     9\n        (r)     Stock........................................................................     9\n        (s)     Subsidiary...................................................................     9\n                                                                                                  \nSECTION 15.     EXECUTION....................................................................     9\n<\/font>\n\n\n                                       ii\n\n\n\n\n                              REDBACK NETWORKS INC.\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\nSECTION 1. PURPOSE OF THE PLAN.\n\n        The Plan was adopted by the Board effective as of the date of the IPO.\nThe purpose of the Plan is to provide Eligible Employees with an opportunity to\nincrease their proprietary interest in the success of the Company by purchasing\nStock from the Company on favorable terms and to pay for such purchases through\npayroll deductions. The Plan is intended to qualify under section 423 of the\nCode.\n\nSECTION 2. ADMINISTRATION OF THE PLAN.\n\n        (a) COMMITTEE COMPOSITION. The Plan shall be administered by the\nCommittee. The Committee shall consist exclusively of one or more directors of\nthe Company, who shall be appointed by the Board.\n\n        (b) COMMITTEE RESPONSIBILITIES. The Committee shall interpret the Plan\nand make all other policy decisions relating to the operation of the Plan. The\nCommittee may adopt such rules, guidelines and forms as it deems appropriate to\nimplement the Plan. The Committee's determinations under the Plan shall be final\nand binding on all persons.\n\nSECTION 3. ENROLLMENT AND PARTICIPATION.\n\n        (a) OFFERING PERIODS. While the Plan is in effect, two overlapping\nOffering Periods shall commence in each calendar year. The Offering Periods\nshall consist of the 24-month periods commencing on each May 1 and November 1,\nexcept that the first Offering Period shall commence on the date of the IPO and\nend on April 30, 2001.\n\n        (b) ACCUMULATION PERIODS. While the Plan is in effect, two Accumulation\nPeriods shall commence in each calendar year. The Accumulation Periods shall\nconsist of the six-month periods commencing on each May 1 and November 1, except\nthat the first Accumulation Period shall commence on the date of the IPO and end\non October 31, 1999.\n\n        (c) ENROLLMENT. Any individual who, on the day preceding the first day\nof an Offering Period, qualifies as an Eligible Employee may elect to become a\nParticipant in the Plan for such Offering Period by executing the enrollment\nform prescribed for this purpose by the Committee. The enrollment form shall be\nfiled with the Company at the prescribed location not later than five days prior\nto the commencement of such Offering Period.\n\n        (d) DURATION OF PARTICIPATION. Once enrolled in the Plan, a Participant\nshall continue to participate in the Plan until he or she ceases to be an\nEligible Employee, withdraws from the Plan under Section 5(a) or reaches the end\nof the Accumulation Period in which his or her employee contributions were\ndiscontinued under Section 4(d) or 8(b). A Participant who \n\n\n\ndiscontinued employee contributions under Section 4(d) or withdrew from the Plan\nunder Section 5(a) may again become a Participant, if he or she then is an\nEligible Employee, by following the procedure described in Subsection (c) above.\nA Participant whose employee contributions were discontinued automatically under\nSection 8(b) shall automatically resume participation at the beginning of the\nearliest Accumulation Period ending in the next calendar year, if he or she then\nis an Eligible Employee.\n\n        (e) APPLICABLE OFFERING PERIOD. For purposes of calculating the Purchase\nPrice under Section 7(b), the applicable Offering Period shall be determined as\nfollows:\n\n                (i) Once a Participant is enrolled in the Plan for an Offering\n        Period, such Offering Period shall continue to apply to him or her until\n        the earliest of (A) the end of such Offering Period, (B) the end of his\n        or her participation under Subsection (d) above or (C) re-enrollment for\n        a subsequent Offering Period under Paragraph (ii) or (iii) below.\n\n                (ii) In the event that the Fair Market Value of Stock on the\n        last trading day before the commencement of the Offering Period for\n        which the Participant is enrolled is higher than on the last trading day\n        before the commencement of any subsequent Offering Period, the\n        Participant shall automatically be re-enrolled for such subsequent\n        Offering Period.\n\n                (iii) Any other provision of the Plan notwithstanding, the\n        Company (at its sole discretion) may determine prior to the commencement\n        of any new Offering Period that all Participants shall be re-enrolled\n        for such new Offering Period.\n\n                (iv) When a Participant reaches the end of an Offering Period\n        but his or her participation is to continue, then such Participant shall\n        automatically be re-enrolled for the Offering Period that commences\n        immediately after the end of the prior Offering Period.\n\nSECTION 4. EMPLOYEE CONTRIBUTIONS.\n\n        (a) FREQUENCY OF PAYROLL DEDUCTIONS. A Participant may purchase shares\nof Stock under the Plan solely by means of payroll deductions. Payroll\ndeductions, as designated by the Participant pursuant to Subsection (b) below,\nshall occur on each payday during participation in the Plan.\n\n        (b) AMOUNT OF PAYROLL DEDUCTIONS. An Eligible Employee shall designate\non the enrollment form the portion of his or her Compensation that he or she\nelects to have withheld for the purchase of Stock. Such portion shall be a whole\npercentage of the Eligible Employee's Compensation, but not less than 1% nor\nmore than 15%.\n\n        (c) CHANGING WITHHOLDING RATE. If a Participant wishes to change the\nrate of payroll withholding, he or she may do so by filing a new enrollment form\nwith the Company at the prescribed location at any time. The new withholding\nrate shall be effective as soon as \n\n\n                                       2\n\n\n\nreasonably practicable after such form has been received by the Company. The new\nwithholding rate shall be a whole percentage of the Eligible Employee's\nCompensation, but not less than 1% nor more than 15%.\n\n        (d) DISCONTINUING PAYROLL DEDUCTIONS. If a Participant wishes to\ndiscontinue employee contributions entirely, he or she may do so by filing a new\nenrollment form with the Company at the prescribed location at any time. Payroll\nwithholding shall cease as soon as reasonably practicable after such form has\nbeen received by the Company. (In addition, employee contributions may be\ndiscontinued automatically pursuant to Section 8(b).) A Participant who has\ndiscontinued employee contributions may resume such contributions by filing a\nnew enrollment form with the Company at the prescribed location. Payroll\nwithholding shall resume as soon as reasonably practicable after such form has\nbeen received by the Company.\n\n        (e) LIMIT ON NUMBER OF ELECTIONS. No Participant shall make more than\ntwo elections under Subsection (c) or (d) above during any Accumulation Period.\n\nSECTION 5. WITHDRAWAL FROM THE PLAN.\n\n        (a) WITHDRAWAL. A Participant may elect to withdraw from the Plan by\nfiling the prescribed form with the Company at the prescribed location at any\ntime before the last day of an Accumulation Period. As soon as reasonably\npracticable thereafter, payroll deductions shall cease and the entire amount\ncredited to the Participant's Plan Account shall be refunded to him or her in\ncash, without interest. No partial withdrawals shall be permitted.\n\n        (b) RE-ENROLLMENT AFTER WITHDRAWAL. A former Participant who has\nwithdrawn from the Plan shall not be a Participant until he or she re-enrolls in\nthe Plan under Section 3(c). Re-enrollment may be effective only at the\ncommencement of an Offering Period.\n\nSECTION 6. CHANGE IN EMPLOYMENT STATUS.\n\n        (a) TERMINATION OF EMPLOYMENT. Termination of employment as an Eligible\nEmployee for any reason, including death, shall be treated as an automatic\nwithdrawal from the Plan under Section 5(a). (A transfer from one Participating\nCompany to another shall not be treated as a termination of employment.)\n\n        (b) LEAVE OF ABSENCE. For purposes of the Plan, employment shall not be\ndeemed to terminate when the Participant goes on a military leave, a sick leave\nor another bona fide leave of absence, if the leave was approved by the Company\nin writing. Employment, however, shall be deemed to terminate 90 days after the\nParticipant goes on a leave, unless a contract or statute guarantees his or her\nright to return to work. Employment shall be deemed to terminate in any event\nwhen the approved leave ends, unless the Participant immediately returns to\nwork.\n\n        (c) DEATH. In the event of the Participant's death, the amount credited\nto his or her Plan Account shall be paid to a beneficiary designated by him or\nher for this purpose on the prescribed form or, if none, to the Participant's\nestate. Such form shall be valid only if it was filed with the Company at the\nprescribed location before the Participant's death.\n\n\n                                       3\n\n\n\nSECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES.\n\n        (a) PLAN ACCOUNTS. The Company shall maintain a Plan Account on its\nbooks in the name of each Participant. Whenever an amount is deducted from the\nParticipant's Compensation under the Plan, such amount shall be credited to the\nParticipant's Plan Account. Amounts credited to Plan Accounts shall not be trust\nfunds and may be commingled with the Company's general assets and applied to\ngeneral corporate purposes. No interest shall be credited to Plan Accounts.\n\n        (b) PURCHASE PRICE. The Purchase Price for each share of Stock purchased\nat the close of an Accumulation Period shall be the lower of:\n\n                (i) 85% of the Fair Market Value of such share on the last\n        trading day in such Accumulation Period; or\n\n                (ii) 85% of the Fair Market Value of such share on the last\n        trading day before the commencement of the applicable Offering Period\n        (as determined under Section 3(e)) or, in the case of the first Offering\n        Period under the Plan, 85% of the price at which one share of Stock is\n        offered to the public in the IPO.\n\n        (c) NUMBER OF SHARES PURCHASED. As of the last day of each Accumulation\nPeriod, each Participant shall be deemed to have elected to purchase the number\nof shares of Stock calculated in accordance with this Subsection (c), unless the\nParticipant has previously elected to withdraw from the Plan in accordance with\nSection 5(a). The amount then in the Participant's Plan Account shall be divided\nby the Purchase Price, and the number of shares that results shall be purchased\nfrom the Company with the funds in the Participant's Plan Account. The foregoing\nnotwithstanding, no Participant shall purchase more than 1,000 shares of Stock\nwith respect to any Accumulation Period nor more than the amounts of Stock set\nforth in Sections 8(b) and 13(a). The Committee may determine with respect to\nall Participants that any fractional share, as calculated under this Subsection\n(c), shall be (i) rounded down to the next lower whole share or (ii) credited as\na fractional share.\n\n        (d) AVAILABLE SHARES INSUFFICIENT. In the event that the aggregate\nnumber of shares that all Participants elect to purchase during an Accumulation\nPeriod exceeds the maximum number of shares remaining available for issuance\nunder Section 13(a), then the number of shares to which each Participant is\nentitled shall be determined by multiplying the number of shares available for\nissuance by a fraction, the numerator of which is the number of shares that such\nParticipant has elected to purchase and the denominator of which is the number\nof shares that all Participants have elected to purchase.\n\n        (e) ISSUANCE OF STOCK. Certificates representing the shares of Stock\npurchased by a Participant under the Plan shall be issued to him or her as soon\nas reasonably practicable after the close of the applicable Accumulation Period,\nexcept that the Committee may determine that such shares shall be held for each\nParticipant's benefit by a broker designated by the Committee (unless the\nParticipant has elected that certificates be issued to him or her). Shares may\nbe registered in the name of the Participant or jointly in the name of the\nParticipant and his or her spouse as joint tenants with right of survivorship or\nas community property.\n\n\n                                       4\n\n\n\n        (f) UNUSED CASH BALANCES. An amount remaining in the Participant's Plan\nAccount that represents the Purchase Price for any fractional share shall be\ncarried over in the Participant's Plan Account to the next Accumulation Period.\nAny amount remaining in the Participant's Plan Account that represents the\nPurchase Price for whole shares that could not be purchased by reason of\nSubsection (c) above, Section 8(b) or Section 13(a) shall be refunded to the\nParticipant in cash, without interest.\n\n        (g) STOCKHOLDER APPROVAL. Any other provision of the Plan\nnotwithstanding, no shares of Stock shall be purchased under the Plan unless and\nuntil the Company's stockholders have approved the adoption of the Plan.\n\nSECTION 8 .LIMITATIONS ON STOCK OWNERSHIP.\n\n        (a) FIVE PERCENT LIMIT. Any other provision of the Plan notwithstanding,\nno Participant shall be granted a right to purchase Stock under the Plan if such\nParticipant, immediately after his or her election to purchase such Stock, would\nown stock possessing more than 5% of the total combined voting power or value of\nall classes of stock of the Company or any parent or Subsidiary of the Company.\nFor purposes of this Subsection (a), the following rules shall apply:\n\n                (i) Ownership of stock shall be determined after applying the\n        attribution rules of section 424(d) of the Code;\n\n                (ii) Each Participant shall be deemed to own any stock that he\n        or she has a right or option to purchase under this or any other plan;\n        and\n\n                (iii) Each Participant shall be deemed to have the right to\n        purchase 1,000 shares of Stock under this Plan with respect to each\n        Accumulation Period.\n\n        (b) DOLLAR LIMIT. Any other provision of the Plan notwithstanding, no\nParticipant shall purchase Stock with a Fair Market Value in excess of the\nfollowing limit:\n\n                (i) In the case of Stock purchased during an Offering Period\n        that commenced in the current calendar year, the limit shall be equal to\n        (A) $25,000 minus (B) the Fair Market Value of the Stock that the\n        Participant previously purchased in the current calendar year (under\n        this Plan and all other employee stock purchase plans of the Company or\n        any parent or Subsidiary of the Company).\n\n                (ii) In the case of Stock purchased during an Offering Period\n        that commenced in the immediately preceding calendar year, the limit\n        shall be equal to (A) $50,000 minus (B) the Fair Market Value of the\n        Stock that the Participant previously purchased (under this Plan and all\n        other employee stock purchase plans of the Company or any parent or\n        Subsidiary of the Company) in the current calendar year and in the\n        immediately preceding calendar year.\n\n\n                                       5\n\n\n\n                (iii) In the case of Stock purchased during an Offering Period\n        that commenced in the second preceding calendar year, the limit shall be\n        equal to (A) $75,000 minus (B) the Fair Market Value of the Stock that\n        the Participant previously purchased (under this Plan and all other\n        employee stock purchase plans of the Company or any parent or Subsidiary\n        of the Company) in the current calendar year and in the two preceding\n        calendar years.\n\nFor purposes of this Subsection (b), the Fair Market Value of Stock shall be\ndetermined in each case as of the beginning of the Offering Period in which such\nStock is purchased. Employee stock purchase plans not described in section 423\nof the Code shall be disregarded. If a Participant is precluded by this\nSubsection (b) from purchasing additional Stock under the Plan, then his or her\nemployee contributions shall automatically be discontinued and shall resume at\nthe beginning of the earliest Accumulation Period ending in the next calendar\nyear (if he or she then is an Eligible Employee).\n\nSECTION 9. RIGHTS NOT TRANSFERABLE.\n\n        The rights of any Participant under the Plan, or any Participant's\ninterest in any Stock or moneys to which he or she may be entitled under the\nPlan, shall not be transferable by voluntary or involuntary assignment or by\noperation of law, or in any other manner other than by beneficiary designation\nor the laws of descent and distribution. If a Participant in any manner attempts\nto transfer, assign or otherwise encumber his or her rights or interest under\nthe Plan, other than by beneficiary designation or the laws of descent and\ndistribution, then such act shall be treated as an election by the Participant\nto withdraw from the Plan under Section 5(a).\n\nSECTION 10. NO RIGHTS AS AN EMPLOYEE.\n\n        Nothing in the Plan or in any right granted under the Plan shall confer\nupon the Participant any right to continue in the employ of a Participating\nCompany for any period of specific duration or interfere with or otherwise\nrestrict in any way the rights of the Participating Companies or of the\nParticipant, which rights are hereby expressly reserved by each, to terminate\nhis or her employment at any time and for any reason, with or without cause.\n\nSECTION 11. NO RIGHTS AS A STOCKHOLDER.\n\n        A Participant shall have no rights as a stockholder with respect to any\nshares of Stock that he or she may have a right to purchase under the Plan until\nsuch shares have been purchased on the last day of the applicable Accumulation\nPeriod.\n\nSECTION 12. SECURITIES LAW REQUIREMENTS.\n\n        Shares of Stock shall not be issued under the Plan unless the issuance\nand delivery of such shares comply with (or are exempt from) all applicable\nrequirements of law, including (without limitation) the Securities Act of 1933,\nas amended, the rules and regulations promulgated thereunder, state securities\nlaws and regulations, and the regulations of any stock exchange or other\nsecurities market on which the Company's securities may then be traded.\n\n\n                                       6\n\n\n\nSECTION 13. STOCK OFFERED UNDER THE PLAN.\n\n        (a) AUTHORIZED SHARES. The number of shares of Stock available for\npurchase under the Plan shall be 1,000,000 (subject to adjustment pursuant to\nthis Section 13). On May 1 of each year, commencing with May 1, 2000, the\naggregate number of shares of Stock available for purchase during the life of\nthe Plan shall automatically be increased by the number of shares necessary to\ncause the number of shares then available for purchase to be restored to\n1,000,000 (subject to adjustment pursuant to this Section 13).\n\n        (b) ANTI-DILUTION ADJUSTMENTS. The aggregate number of shares of Stock\noffered under the Plan, the 1,000-share limitation described in Section 7(c) and\nthe price of shares that any Participant has elected to purchase shall be\nadjusted proportionately by the Committee for any increase or decrease in the\nnumber of outstanding shares of Stock resulting from a subdivision or\nconsolidation of shares or the payment of a stock dividend, any other increase\nor decrease in such shares effected without receipt or payment of consideration\nby the Company, the distribution of the shares of a Subsidiary to the Company's\nstockholders or a similar event.\n\n        (c) REORGANIZATIONS. Any other provision of the Plan notwithstanding,\nimmediately prior to the effective time of a Corporate Reorganization, the\nOffering Period and Accumulation Period then in progress shall terminate and\nshares shall be purchased pursuant to Section 7, unless the Plan is continued or\nassumed by the surviving corporation or its parent corporation. The Plan shall\nin no event be construed to restrict in any way the Company's right to undertake\na dissolution, liquidation, merger, consolidation or other reorganization.\n\nSECTION 14. AMENDMENT OR DISCONTINUANCE.\n\n        The Board shall have the right to amend, suspend or terminate the Plan\nat any time and without notice. In addition, the Company's Chief Executive\nOfficer may amend the Plan at any time, except to increase the number of shares\nof Stock that may be issued under the Plan in the aggregate or to any individual\nParticipant. Except as provided in Section 13, any increase in the aggregate\nnumber of shares of Stock to be issued under the Plan shall be subject to\napproval by a vote of the stockholders of the Company. In addition, any other\namendment of the Plan shall be subject to approval by a vote of the stockholders\nof the Company to the extent required by an applicable law or regulation.\n\nSECTION 15. DEFINITIONS.\n\n        (a) 'ACCUMULATION PERIOD' means a six-month period during which\ncontributions may be made toward the purchase of Stock under the Plan, as\ndetermined pursuant to Section 3(b).\n\n        (b) 'BOARD' means the Board of Directors of the Company, as constituted\nfrom time to time.\n\n        (c) 'CODE' means the Internal Revenue Code of 1986, as amended.\n\n\n                                       7\n\n\n\n        (d) 'COMMITTEE' means the compensation committee of the Board, as\ndescribed in Section 2.\n\n        (e) 'COMPANY' means Redback Networks Inc., a Delaware corporation.\n\n        (f) 'COMPENSATION' means (i) the total compensation paid in cash to a\nParticipant by a Participating Company, including salaries, wages, bonuses,\nincentive compensation, commissions, overtime pay and shift premiums, plus (ii)\nany pre-tax contributions made by the Participant under section 401(k) or 125 of\nthe Code. 'Compensation' shall exclude all non-cash items, moving or relocation\nallowances, cost-of-living equalization payments, car allowances, tuition\nreimbursements, imputed income attributable to cars or life insurance, severance\npay, fringe benefits, contributions or benefits received under employee benefit\nplans, income attributable to the exercise of stock options, and similar items.\nThe Committee shall determine whether a particular item is included in\nCompensation.\n\n        (g) 'CORPORATE REORGANIZATION' means:\n\n               (i) The consummation of a merger or consolidation of the Company\nwith or into another entity or any other corporate reorganization; or\n\n               (ii) The sale, transfer or other disposition of all or\nsubstantially all of the Company's assets or the complete liquidation or\ndissolution of the Company.\n\n        (h) 'ELIGIBLE EMPLOYEE' means any employee of a Participating Company\nwhose customary employment is for more than five months per calendar year and\nfor more than 20 hours per week. The foregoing notwithstanding, an individual\nshall not be considered an Eligible Employee if his or her participation in the\nPlan is prohibited by the law of any country which has jurisdiction over him or\nher or if he or she is subject to a collective bargaining agreement that does\nnot provide for participation in the Plan.\n\n        (i) 'EXCHANGE ACT' means the Securities Exchange Act of 1934, as\namended.\n\n        (j) 'FAIR MARKET VALUE' means the market price of Stock, determined by\nthe Committee as follows:\n\n                (i) If the Stock was traded on The Nasdaq National Market on the\n        date in question, then the Fair Market Value shall be equal to the\n        last-transaction price quoted for such date by The Nasdaq National\n        Market;\n\n                (ii) If the Stock was traded on a stock exchange on the date in\n        question, then the Fair Market Value shall be equal to the closing price\n        reported by the applicable composite transactions report for such date;\n        or\n\n                (iii) If none of the foregoing provisions is applicable, then\n        the Fair Market Value shall be determined by the Committee in good faith\n        on such basis as it deems appropriate.\n\n\n                                       8\n\n\n\nWhenever possible, the determination of Fair Market Value by the Committee shall\nbe based on the prices reported in The Wall Street Journal or as reported\ndirectly to the Company by Nasdaq or a stock exchange. Such determination shall\nbe conclusive and binding on all persons.\n\n        (k) 'IPO' means the initial offering of Stock to the public pursuant to\na registration statement filed by the Company with the Securities and Exchange\nCommission.\n\n        (l) 'OFFERING PERIOD' means a 24-month period with respect to which the\nright to purchase Stock may be granted under the Plan, as determined pursuant to\nSection 3(a).\n\n        (m) 'PARTICIPANT' means an Eligible Employee who elects to participate\nin the Plan, as provided in Section 3(c).\n\n        (n) 'PARTICIPATING COMPANY' means (i) the Company and (ii) each present\nor future Subsidiary designated by the Committee as a Participating Company.\n\n        (o) 'PLAN' means this Redback Networks Inc. 1999 Employee Stock Purchase\nPlan, as it may be amended from time to time.\n\n        (p) 'PLAN ACCOUNT' means the account established for each Participant\npursuant to Section 7(a).\n\n        (q) 'PURCHASE PRICE' means the price at which Participants may purchase\nStock under the Plan, as determined pursuant to Section 7(b). (r) 'STOCK' means\nthe Common Stock of the Company.\n\n        (r) 'STOCK' means the Common Stock of the Company.    \n\n        (s) 'SUBSIDIARY' means any corporation (other than the Company) in an\nunbroken chain of corporations beginning with the Company, if each of the\ncorporations other than the last corporation in the unbroken chain owns stock\npossessing 50% or more of the total combined voting power of all classes of\nstock in one of the other corporations in such chain.\n\nSECTION 16. EXECUTION.\n\n        To record the adoption of the Plan by the Board on March 3, 1999, the\nCompany has caused its duly authorized officer to execute this document in the\nname of the Company.\n\n\n                                  REDBACK NETWORKS INC.\n\n\n\n                                  By:\n                                     -----------------------------------\n\n                                  Title:\n                                        --------------------------------\n\n\n                                       9\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8660],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9545],"class_list":["post-38343","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-redback-networks-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38343","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38343"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38343"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38343"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38343"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}