{"id":40198,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/notice-of-restricted-stock-award-redback-networks-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"notice-of-restricted-stock-award-redback-networks-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/notice-of-restricted-stock-award-redback-networks-inc-and.html","title":{"rendered":"Notice of Restricted Stock Award &#8211; Redback Networks Inc. and Kevin DeNuccio"},"content":{"rendered":"<pre>               REDBACK NETWORKS INC. 1999 STOCK INCENTIVE PLAN:\n                       NOTICE OF RESTRICTED STOCK AWARD\n\n     You have been granted restricted shares of Common Stock of Redback Networks\nInc. (the \"Company\") on the following terms:\n\n     Name of Recipient:                 Kevin DeNuccio\n\n     Total Number of Shares Granted:    500,000\n\n     Fair Market Value per Share:       $4.17\n\n     Total Fair Market Value of Award:  $2,085,000.00\n\n     Date of Grant:                     August 29, 2001\n\n     Vesting Commencement Date:         August 29, 2001\n\n     Vesting Schedule:                  The right of forfeiture shall lapse and\n                                        the shares shall become unrestricted at\n                                        the rate of 8.333% once a month when you\n                                        complete each month of continuous\n                                        service as an employee, consultant or\n                                        director of the Company or a subsidiary\n                                        of the Company (\"Service\") from the\n                                        Vesting Commencement Date.\n                                        Notwithstanding the forgoing, your\n                                        shares will not vest and shall not\n                                        become unrestricted during any period\n                                        where the Company's then current Insider\n                                        Trading Policy would not allow you to\n                                        immediately sell the shares on the open\n                                        market. No shares shall vest hereunder\n                                        until the day this agreement is executed\n                                        by both parties. The shares may become\n                                        exercisable on an accelerated basis, as\n                                        described in the Restricted Stock\n                                        Agreement.\n\n                                        The Pro Rata Return Portion (as defined\n                                        in your letter agreement dated August\n                                        17, 2001 \"Letter Agreement\") of the\n                                        shares will revert back to the Company\n                                        if, before you complete 12 months of\n                                        continuous service with the Company,\n                                        your employment ends due to a Pay-back\n                                        Event (as defined in the Letter\n                                        Agreement).\n\nBy your signature and the signature of the Company's representative below, you\nand the Company agree that these shares are granted under and governed by the\nterms and conditions of the Redback Networks Inc. 1999 Stock Incentive Plan (the\n\"Plan\") and the Restricted Stock Agreement, which is attached to and made a part\nof this document.\n\nRECIPIENT:                              REDBACK NETWORKS INC.\n\n\n\/s\/ Kevin A. DeNuccio                   By: \/s\/ Thomas C. Cronan\n-----------------------------------     ---------------------------------------\n\n\n\n\n               REDBACK NETWORKS INC. 1999 STOCK INCENTIVE PLAN:\n                          RESTRICTED STOCK AGREEMENT\n\nPayment for Shares      No payment is required for the shares that you are\n                        receiving.\n\nVesting                 The shares that you are receiving will vest in\n                        installments, as shown in the Notice of Restricted Stock\n                        Award. Except as set forth herein no additional shares\n                        will vest after your Service has terminated for any\n                        reason. Vesting may accelerate, as provided below.\n\nVesting Following       If the Company is subject to a \"Change in Control\" (as\nChange in Control       defined in the Plan) before  your Service terminates,\n                        then all of your restricted shares will immediately vest\n                        in full.\n\nShares Restricted       Unvested shares will be considered  \"Restricted  Shares\"\n                        and will be maintained in a Company escrow account. You\n                        may not sell,  transfer,  pledge or otherwise dispose of\n                        any  Restricted  Shares  without  the  written  consent\n                        of the  Company,  except as provided in the next\n                        sentence.  You may transfer  Restricted  Shares to your\n                        spouse, children  or  grandchildren  or to a trust\n                        established  by you for the  benefit  of yourself or\n                        your  spouse,  children  or  grandchildren.  However,  a\n                        transferee  of Restricted  Shares must agree in writing\n                        on a form  prescribed  by the Company to be bound by all\n                        provisions  of this  Agreement  and the shares will be\n                        maintained in a Company escrow account.\n\n  Forfeiture            If for any reason, under this agreement your shares are\n                        forfeited the Restricted Shares will immediately revert\n                        to the Company. You receive no payment for Restricted\n                        Shares that are forfeited.\n\n  Leaves of Absence     For  purposes  of this  award,  your  Service  does not\n                        terminate  when you go on a military  leave,  a sick\n                        leave or another  bona fide leave of absence,  if the\n                        leave was  approved  by the Company in writing and if\n                        continued  crediting  of Service is required by\n                        applicable  law, the Company's  leave of absence\n                        policy or the terms of your leave.  But your Service\n                        terminates  when the approved leave ends,  unless you\n                        immediately return to active work.\n\n  Voting Rights         You may vote your shares even before they vest.\n\n\n\n\n\n\n\n\n\n                                      2\n\n\n\n\n\n  Withholding Taxes    No stock certificates or electronic transfer of shares\n                       will be released to you unless you have made acceptable\n                       arrangements to pay any withholding, including taxes,\n                       that may be due as a result of this award or the vesting\n                       of the shares. These arrangements may include withholding\n                       shares of Company stock that otherwise would be released\n                       to you when they vest. These arrangements may also\n                       include surrendering shares of Company stock that you\n                       already own. The fair market value of the shares you\n                       surrender, determined as of the date when taxes otherwise\n                       would have been withheld in cash, will be applied as a\n                       credit against the withholding. The amount of withholding\n                       will be determined by the Company in its sole discretion.\n\n  Restrictions         By signing this Agreement, you agree not to sell any\n  on Resale            shares at a time when applicable laws or Company policies\n                       prohibit a sale. This restriction will apply as long as\n                       you are an employee, consultant or director of the\n                       Company or a subsidiary of the Company.\n\n  No Retention         Your award or this Agreement does not give you the right\n  Rights               to be employed or retained by the Company or a subsidiary\n                       of the Company in any capacity. The Company and its\n                       subsidiaries reserve the right to terminate your Service\n                       at any time, with or without cause.\n\n  Adjustments          In the event of a stock split, a stock dividend or a\n                       similar change in Company stock, the number of Restricted\n                       Shares that remain subject to forfeiture will be adjusted\n                       accordingly.\n\n  Applicable Law       This Agreement will be interpreted and enforced under the\n                       laws of the State of Delaware (without regard to their\n                       choice-of-law provisions).\n\n  The Plan and         The text of the 1999 Stock  Incentive  Plan is\n  Other Agreements     incorporated in this Agreement by reference.\n\n                       This Agreement and the Plan constitute the entire\n                       understanding between you and the Company regarding this\n                       award. Any prior agreements, commitments or negotiations\n                       concerning this award are superseded. This Agreement may\n                       be amended only by another written agreement, signed by\n                       both parties.\n\nBY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND\n                  CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.\n\n                                       3\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":[9539,9544],"class_list":["post-40198","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-redback-networks-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40198","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=40198"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40198"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40198"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40198"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}