Common use of Number of Options; Expiration Date Clause in Contracts

Number of Options; Expiration Date. Upon the terms and subject to the conditions of the offer, we will exchange for New Options to purchase common stock under the 2000 Plan (if you are not an executive officer of Agile) or under the 1995 Plan (if you are an executive officer of Agile), all Eligible Options, and all Required Options, that are properly tendered and not validly withdrawn in accordance with Section 5 before the Expiration Date. We will not accept partial tenders of options for any portion less than all of the unexercised shares subject to an individual option. Therefore, you may tender options for all or none of the unexercised shares subject to each of your Eligible Options. You must tender all of the Required Options if you tender any Eligible Options. Eligible Options are all options held by current employees of Agile or our subsidiaries with an exercise price per share of $15.00 or more that are outstanding under the 1995 Plan, the 2000 Plan or the DMI Plan. In addition, if you tender any option for exchange, you will be required to also tender all options that you received during the six month period prior to the date the tendered option was cancelled. We currently expect to cancel all tendered options on November 19, 2001, which means that if you participate in the offer, you will be required to tender all options granted to you since May 19, 2001. By exchanging any Eligible Option pursuant to the offer, you will automatically be deemed to have returned all of your options granted to you since May 19, 2001 for exchange and cancellation. If your Eligible Options are properly tendered and accepted for exchange, the options will be cancelled and, subject to the terms of this offer, you will be entitled to receive, in exchange for each tendered option, a New Option for 75% of the number of unexercised shares that were subject to the corresponding returned option (rounded down to the nearest whole share). Thus, for every four (4) shares of common stock that are purchasable under an Eligible Option or Required Option returned for exchange, you will receive the right to purchase three (3) shares of common stock under the New Option. The New Options will be granted on or promptly after (but not more than 20 days after) the first trading day that is at least six months and one day after the date returned options are accepted for exchange and cancelled. All New Options will be nonstatutory options for U.S. tax purposes, even if the returned options were incentive stock options. If, for any reason, you do not remain an employee of Agile or our subsidiaries through the date we grant the New Options, you will not receive any New Options or other consideration in exchange for your tendered options that have been accepted for exchange. This means that if you retire, quit, with or without a good reason, resign due to disability or die or we terminate your employment, with or without cause, prior to the date we grant the New Options, you will not receive anything for the options that you tendered and we cancelled. Furthermore, your cancelled options will not be reinstated. If you return any of your Eligible Options or any Required Options for exchange and we accept such options for exchange, we will grant you New Options under the 2000 Plan (if you are not an executive officer of Agile) or under the 1995 Plan (if you are an executive officer of Agile), pursuant to a new stock option agreement, regardless of whether the options submitted for exchange were originally granted under the 1995 Plan, the 2000 Plan or the DMI Plan. The exercise price of the New Options will be equal to the last reported sale price of our common stock on the Nasdaq National Market (or such other market on which our shares are traded or quoted) on the date of grant, expected to be after May 20, 2002. The returned options which we accept for exchange pursuant to the offer will be cancelled, and you will have no further right or entitlement to purchase shares of our common stock pursuant to those cancelled options. The vesting schedule for each New Option will be measured from the same vesting commencement date and will be based upon the same vesting schedule as was applicable to the corresponding Eligible Option or Required Option that was returned for exchange (except that the number of shares vesting each month will be adjusted for the fact that the New Options will cover three (3) shares for every four (4) shares covered by the returned options). There will be a new exercise price, new ten-year maximum term and the status of the option will be a nonstatutory stock option for U.S. tax purposes. Additionally, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. The Expiration Date is 5:00 p.m., Pacific Time, on November 19, 2001, unless and until we, in our discretion, have extended the period of time during which the offer will remain open, in which event the term "Expiration Date" refers to the latest time and date at which the offer, as so extended, expires. See Section 23 of this Offer to Exchange for a description of our rights to extend, delay, terminate and amend the offer. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of such action: . we increase or decrease the amount of consideration offered for the options, . we decrease the number of options eligible to be tendered in the offer, or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth business day from, and including, the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 21 of this Offer to Exchange, we will extend the offer so that the offer is open at least ten business days following the publication, sending or giving of notice. We will also notify you of any other material change in the information contained in this Offer to Exchange.

Number of Options; Expiration Date. Upon In accordance with the terms and subject to the conditions of the this offer, we will exchange for New Options to purchase common stock granted under the 2000 Plan (if you are not an executive officer of Agile) or under the 1995 Plan (if you are an executive officer of Agile)1997 Plan, all Eligible Options, Options and all Required Options, Options that are properly tendered and not validly withdrawn in accordance with Section 5 before 9:00 p.m., Pacific Time, on the Expiration Date. We will not accept partial tenders of options for any portion less than all of the unexercised shares subject to an individual option. Therefore, you may tender options for all or none of the unexercised shares subject to each of your Eligible Options. You must tender all of the Required Options if you tender any Eligible Options. Eligible Options are all options held by current employees of Agile XXX or our subsidiaries with an exercise price per share of $15.00 or more that are outstanding under the 1995 Plan, the 2000 1997 Plan or the DMI Planand have an exercise price greater than $2.10 per share. In addition, if you tender any option for exchange, you will be required to also tender all options that you received during the six six-month period prior to the date commencement of this offer. Since the tendered option was cancelled. We currently expect to cancel all tendered options offer commenced on November 19May 27, 20012003, which means that if you participate in the offer, you will be required to tender all options granted to you since May 19after November 26, 20012002. By exchanging any Eligible Option pursuant to the offer, you will automatically be deemed to have returned all of your options granted to you since May 19after November 26, 2001 2002 for exchange and cancellation. If you properly tender any of your Eligible Options are properly tendered and accepted all of your Required Options for exchange and we accept such options for exchange, we will cancel such options and grant you New Options under the options will be cancelled and, subject 1997 Plan pursuant to the terms of this offer, you a New Option agreement. You will be entitled to receive, in exchange for each tendered canceled option, a New Option for 75% of the number three shares for every four shares of unexercised shares that were subject to the corresponding returned option (canceled option, rounded down to the nearest whole full share). ThusIf, for every four (4) shares of common stock that are purchasable under an Eligible Option or Required Option returned for exchange, you will receive between the right to purchase three (3) shares of common stock under Cancellation Date and the New OptionOption Grant Date, we pay a stock dividend or effect a stock split, reverse stock split or similar change in our capital structure, we will make a proportionate adjustment in the number of shares subject to the New Option granted in replacement of each option canceled in the exchange. The New Options will be granted on or promptly after (but not more than 20 days after) the first trading day that is at least six months and one day after the date returned options are accepted for exchange and cancelled. All New Options will be nonstatutory options for U.S. tax purposes, even if the returned options were incentive stock options. If, for any reason, you do not remain an employee of Agile or our subsidiaries through the date we grant the New Options, you will not receive any New Options or other consideration in exchange for your tendered options that have been accepted for exchange. This means that if you retire, quit, with or without a good reason, resign due to disability or die or we terminate your employment, with or without cause, prior to the date we grant the New Options, you will not receive anything for the options that you tendered and we cancelled. Furthermore, your cancelled options will not be reinstated. If you return any of your Eligible Options or any Required Options for exchange and we accept such options for exchange, we will grant you New Options under the 2000 Plan (if you are not an executive officer of Agile) or under the 1995 Plan (if you are an executive officer of Agile), pursuant to a new stock option agreement, regardless of whether the options submitted for exchange were originally granted under the 1995 Plan, the 2000 Plan or the DMI Plancanceled. The exercise price of the New Options will be equal to the last reported sale price of our common stock on the Nasdaq National Market (or such other market on which our shares are traded or quoted) on the date of grant, which is currently expected to be after May 20December 26, 20022003. The returned options which that we accept for exchange pursuant to the offer will be cancelledcanceled, and you will have no further right or entitlement to purchase shares of our common stock pursuant to those cancelled canceled options. The IF, FOR ANY REASON, YOU DO NOT REMAIN AN EMPLOYEE OF XXX OR ONE OF OUR SUBSIDIARIES THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS OR OTHER CONSIDERATION IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE. THIS MEANS THAT IF YOU RETIRE, QUIT, WITH OR WITHOUT A GOOD REASON, RESIGN DUE TO DISABILITY OR DIE OR WE TERMINATE YOUR EMPLOYMENT, WITH OR WITHOUT CAUSE, PRIOR TO THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANYTHING FOR THE OPTIONS THAT YOU TENDERED AND WE CANCELED. FURTHERMORE, YOUR CANCELED OPTIONS WILL NOT BE REINSTATED. Each New Option granted will preserve the vesting schedule for each New Option will be measured from and the same vesting commencement date and will be based upon the same vesting schedule as was applicable to the corresponding Eligible Option or Required Option that was returned for exchange (except that the number of shares vesting each month will be adjusted for the fact that the New Options will cover three (3) shares for every four (4) shares covered by the returned options). There will be a new exercise price, new ten-year maximum term and the status of the option will be a nonstatutory stock option for U.S. tax purposes. Additionallyit replaces, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, so that on the date the New Option agreements provide for only 18 months worth of accelerated vesting under is granted and on any date thereafter, you will be vested in the New Option to the same circumstancesproportion you would have been vested on that date had you retained your option that was tendered for exchange. The Expiration Date is 5:00 p.m.However, Pacific Timeif you are a nonexempt employee, on November 19your New Option, 2001although vested, unless and until we, in our discretion, have extended may not be exercised during the period of time during which six months following the offer will remain open, in which event the term "Expiration Date" refers to the latest time and date at which the offer, as so extended, expires. See Section 23 of this Offer to Exchange for a description of our rights to extend, delay, terminate and amend the offer. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of such action: . we increase or decrease the amount of consideration offered for the options, . we decrease the number of options eligible to be tendered New Option Grant Date (except in the offerevent of your death, or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth business day fromdisability, and includingretirement, the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 21 of this Offer to Exchange, we will extend the offer so that the offer is open at least ten business days following the publication, sending or giving of notice. We will also notify you of any other material change in corporate ownership of XXX or other circumstances permitted by regulation) in accordance with the information contained in this Offer to ExchangeWorker Economic Opportunity Act.

Number of Options; Expiration Date. Upon Subject to the terms and subject to the conditions of the offer, we will exchange for New replace outstanding, unexercised options to purchase shares of Redback common stock that are properly tendered in accordance with Section 4 of this Offer to Replace and not validly withdrawn before the Offer Expiration Date in accordance with Section 5 of this Offer to Replace that (i) have an exercise price greater than ------------ six dollars and fifty cents ($6.50) per share; (ii) were granted prior to August ----- 1, 2001; and (iii) are held by eligible employees. Options to purchase common stock under the 2000 Plan of Redback that have an exercise price at or below six dollars and fifty cents (if you $6.50) per share or which were granted on or after August 1, 2001 are not an executive officer of Agile) or under eligible for replacement in the 1995 Plan (if you are an executive officer of Agile), all Eligible Options, and all Required Options, that are properly tendered and not validly withdrawn in accordance with Section 5 before the Expiration Dateoffer. We will not accept partial tenders of options for any portion less than all of the unexercised shares subject to an individual optionoption grant. Therefore, you may tender only options for all or none of the outstanding, unexercised shares subject to each of your Eligible Options. You must tender all of the Required Options if you tender any Eligible Options. Eligible Options are all options held by current employees of Agile or our subsidiaries with an exercise price per share of $15.00 or more that are outstanding under the 1995 Plan, the 2000 Plan or the DMI Planeligible options. In addition, if you tender any option for exchangeparticipate in the offer, you will be required to also tender then all options that you received during the six (6) month period prior to the date Cancellation Date must be tendered, even if the tendered option was cancelledhas an exercise price equal to or less than six dollars and fifty cents ($6.50) per share. However, the following options are excluded from this requirement and may not be tendered: (i) options granted through the Salary for Stock Options Exchange Program; and (ii) options granted on or after August 1, 2001 (together, these constitute the "Excepted Options"). Please note that these exceptions represent a change from the terms we thought we would implement and which we described to you in the memorandum from Xxxxxx Xxxxxx dated August 13, 2001. We currently expect to cancel all tendered options on November 19October 15, 2001, which means that if you participate in the offer, you will be required to tender all options granted to you since May 19April 15, 2001, unless they are Excepted Options. By exchanging If you tender any Eligible Option pursuant option granted to the offeryou on a particular date, you will automatically also be deemed required to have returned all of your tender any other options granted to you since May 19on that same day, 2001 for exchange except that you will not be required, and cancellationyou may not elect, to tender any Excepted Options. If your Eligible Options options are properly tendered and accepted for exchangereplacement, the options will be cancelled and, subject to the terms of this offer, you will be entitled to receive, in exchange for each tendered option, a receive one or more New Option for 75% Options to purchase shares of the common stock. The number of unexercised shares that were subject to the corresponding returned option New Options to be granted to each eligible participating employee will be determined according to the exercise price of the Old Options tendered. All monetary denominations referred to in this offer are U.S. dollars unless stated otherwise. Subject to the terms of this offer and subject to any adjustments for stock splits, stock dividends and similar events (and rounded down to the nearest whole share). Thus, for every four the replacement ratios will be as follows: ---------------------------------------------------------------------------------------------------- Exercise Price per share of Old Option Number of Shares Subject Number of Shares Subject to to Old Option New Option ---------------------------------------------------------------------------------------------------- $40.00 or less One (41) shares of common stock that are purchasable under an Eligible Option or Required Option returned for exchange, you will receive the right to purchase three One (31) shares of common stock under the New Option. The ---------------------------------------------------------------------------------------------------- $40.01 - $80.00 Five (5) One (1) ---------------------------------------------------------------------------------------------------- Above $80.00 Ten (10) One (1) ---------------------------------------------------------------------------------------------------- New Options will be granted on under our 1999 Plan and will be subject to the terms and conditions thereof, unless prevented by law or promptly after (but not more than 20 days after) the first trading day that is at least six months and one day after the date returned options are accepted for exchange and cancelledapplicable regulations. All New Options will be nonstatutory stock options for and will have a maximum term of five (5) years, subject to earlier expiration upon certain events, such as termination of employment. In addition, all New Options will be subject to a new option agreement between you and us. If you are a tax resident of a non-U.S. jurisdiction, certain other terms and conditions may apply to your New Option in order to comply with the laws in that country or in order to preserve the possibility of favorable tax purposestreatment. For example: . If you are an employee who is a tax resident of the United Kingdom, even your New Option will be subject to the execution of a joint election between you and Redback, as described in Section 26. . Due to exchange control restrictions currently in place, if you are an employee who is a tax resident of Brazil, Redback will at this time require that you exercise your options by using only a full or partial cashless exercise method, whereby you exercise your options without remitting any cash, as described in Section 15. . If you are an employee who is a tax resident of the returned Netherlands or the People's Republic of China, your options were incentive stock optionsmay be exercised only ---- by using a cashless exercise method, whereby the options are exercised without remitting any cash and under which you will effect a same-day exercise of the option and sale of the shares, as described in Sections 22 and 23. . If you are an employee who is a tax resident of Hong Kong and if your New Options will vest in whole or in part within six (6) months of the Replacement Date, you will be restricted from selling any shares acquired upon the exercise of those options until a period of six (6) months from the Replacement Date, as described in Section 19. If, for any reason, you do not remain an employee of Agile Redback or one of our subsidiaries or affiliates through the date Replacement Date, we grant the New Options, you will not receive accept your tender of options and any New Old Options or other consideration in exchange for your tendered options that have been accepted for exchange. This means that if you retire, quit, with or without a good reason, resign due to disability or die or we terminate your employment, with or without cause, prior to the date we grant the New Options, you will not receive anything for the options that you tendered and we cancelled. Furthermore, your cancelled options will not be reinstated. If you return any of your Eligible Options or any Required Options for exchange and we accept such options for exchange, we will grant you New Options under the 2000 Plan (if you are not an executive officer of Agile) or under the 1995 Plan (if you are an executive officer of Agile), pursuant to cancelled as a new stock option agreement, regardless of whether the options submitted for exchange were originally granted under the 1995 Plan, the 2000 Plan or the DMI Plan. The exercise price of the New Options will be equal to the last reported sale price of our common stock on the Nasdaq National Market (or such other market on which our shares are traded or quoted) on the date of grant, expected to be after May 20, 2002. The returned options which we accept for exchange pursuant to the offer will be cancelled, and you will have no further right or entitlement to purchase shares of our common stock pursuant to those cancelled options. The vesting schedule for each New Option will be measured from the same vesting commencement date and will be based upon the same vesting schedule as was applicable to the corresponding Eligible Option or Required Option that was returned for exchange (except that the number of shares vesting each month will be adjusted for the fact that the New Options will cover three (3) shares for every four (4) shares covered by the returned options). There will be a new exercise price, new ten-year maximum term and the status of the option will be a nonstatutory stock option for U.S. tax purposes. Additionally, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. The Expiration Date is 5:00 p.m., Pacific Time, on November 19, 2001, unless and until we, in our discretion, have extended the period of time during which the offer will remain open, in which event the term "Expiration Date" refers to the latest time and date at which the offer, as so extended, expires. See Section 23 result of this Offer to Exchange for a description of our rights to extend, delay, terminate and amend the offer. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of such action: . we increase or decrease the amount of consideration offered for the options, . we decrease the number of options eligible to be tendered in the offer, or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth business day from, and including, the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 21 of this Offer to Exchange, we will extend the offer so that the offer is open at least ten business days following the publication, sending or giving of notice. We will also notify you of any other material change in the information contained in this Offer to Exchange.

Number of Options; Expiration Date. Upon We are offering you the opportunity to ask us to exchange eligible stock options held by you for new options. Eligible options are all outstanding stock options that were granted under our 1994 Stock Option Plan--1998 Restatement, as amended (the "1998 Restatement Plan"), Axxxxxx xxx Xxxxxxxx 0098 Non-Officer Employee Stock Incentive Plan, as amended (the "Non-Officer Plan"), 1986 Stock Option Plan, Xcert International, Inc. 1998 Equity Incentive Plan, and Securix, Inc. 1996 Stock Option Plan. All full-time and part-time employees of RSA Security or its subsidiaries are eligible to participate in this offer. This offer is personal to you and does not in any way constitute an offer to the public to subscribe for shares in RSA. YOU WILL ONLY RECEIVE NEW OPTIONS IF YOU ARE EMPLOYED BY US OR ONE OF OUR SUBSIDIARIES ON BOTH THE DATE THIS OFFER EXPIRES AND THE DATE THAT THE NEW OPTIONS ARE GRANTED. THE NEW OPTIONS WILL NOT BE GRANTED UNTIL THE FIRST BUSINESS DAY THAT IS AT LEAST SIX MONTHS PLUS ONE DAY AFTER THIS OFFER EXPIRES. For purposes of the offer to exchange, a subsidiary is a corporation of which we own fifty percent (50%) or more of the total combined voting power of all classes of stock. IF YOU RECEIVED OPTIONS AFTER MAY 15, 2001 AND YOU WISH TO EXCHANGE ANY ELIGIBLE OPTIONS, YOU WILL BE REQUIRED TO SURRENDER FOR EXCHANGE ALL OPTIONS RECEIVED AFTER MAY 15, 2001 THAT HAVE A LOWER EXERCISE PRICE THAN THE ELIGIBLE OPTION WITH THE HIGHEST EXERCISE PRICE YOU SURRENDER. You may not surrender partial option grants. If you request that we exchange your eligible options, you must surrender all unexercised option shares from each surrendered option grant. Our offer is subject to the terms and subject to the conditions of the offer, we described in these materials. We will exchange for New Options to purchase common stock under the 2000 Plan (if you are not an executive officer of Agile) or under the 1995 Plan (if you are an executive officer of Agile), all Eligible Options, and all Required Options, only consider exchanging options that are properly tendered returned and not validly withdrawn in accordance with Section 5 before 3. For every five option shares you surrender, you will receive an option to purchase three shares. For example: IF YOU SURRENDER AN OPTION EXERCISABLE FOR: YOU WILL RECEIVE A NEW OPTION EXERCISABLE FOR: ------------------------------------------ --------------------------------------------- 10,000 shares 6,000 shares 5,000 shares 3,000 shares 2,500 shares 1,500 shares Twenty-five percent (25%) of your new options will vest immediately upon grant and the Expiration Dateremaining 75% will vest in equal quarterly installments over a three year period as long as you continue to be an employee of RSA Security or one of our subsidiaries. We will not accept partial tenders issue any options exercisable for fractional shares, and will round up all fractional shares. The exact number of options for any portion less than all eligible option shares that you have now can be found by logging on to the Employee Log-in section of the unexercised shares subject to an individual optionAST StockPlan Stock Administration website and clicking on the "Option Status" link located on the left-column of the web page. Therefore, you may tender We will issue all new options under the 1998 Restatement Plan for all or none eligible options surrendered by our officers, as defined in Rule 16a-1(f) of the unexercised shares subject to each Securities Exchange Act of your Eligible Options1934, as amended (the "Exchange Act"). You must tender all of the Required Options if you tender any Eligible Options. Eligible Options are all We will issue new options held by current employees of Agile or our subsidiaries with an exercise price per share of $15.00 or more that are outstanding under the 1995 Plan, the 2000 Non-Officer Plan or the DMI Planfor all eligible options surrendered by our employees and other officers. In addition, if you tender any option for exchange, you will be required to also tender all options that you received during the six month period prior to the date the tendered option was cancelled. We currently expect to cancel all tendered options on November 19, 2001, which means that if you participate in the offer, you will be required to tender all options granted to you since May 19, 2001. By exchanging any Eligible Option pursuant to the offer, you will automatically be deemed to have returned all of your options granted to you since May 19, 2001 for exchange and cancellation. If your Eligible Options are properly tendered and accepted for exchange, the options will be cancelled and, subject to the terms of this offer, you will be entitled to receive, in exchange for each tendered option, a New Option for 75% of the number of unexercised shares that were subject to the corresponding returned option (rounded down to the nearest whole share). Thus, for every four (4) shares of common stock that are purchasable under an Eligible Option or Required Option returned for exchange, you will receive the right to purchase three (3) shares of common stock under the New Option. The New Options will be granted on or promptly after (but not more than 20 days after) the first trading day that is at least six months and one day after the date returned options are accepted for exchange and cancelled. All New Options will be nonstatutory options for U.S. tax purposes, even if the returned options were incentive stock options. If, for any reason, you do not remain an employee of Agile or our subsidiaries through the date we grant the New Options, you will not receive any New Options or other consideration in exchange for your tendered options that have been accepted for exchange. This means that if you retire, quit, with or without a good reason, resign due to disability or die or we terminate your employment, with or without cause, prior to the date we grant the New Options, you will not receive anything for the options that you tendered and we cancelled. Furthermore, your cancelled options will not be reinstated. If you return any of your Eligible Options or any Required Options for exchange and we accept such options for exchange, we will grant you New Options under the 2000 Plan (if you are not an executive officer of Agile) or under the 1995 Plan (if you are an executive officer of Agile), pursuant to enter into a new nonqualified stock option agreement, regardless of whether the options submitted for exchange were originally granted under the 1995 Plan, the 2000 Plan or the DMI Plan. The exercise price of the New Options will be equal to the last reported sale price of our common stock on the Nasdaq National Market (or such other market on which our shares are traded or quoted) on the date of grant, expected to be after May 20, 2002. The returned options which we accept for exchange pursuant to the offer will be cancelled, and you will have no further right or entitlement to purchase shares of our common stock pursuant to those cancelled options. The vesting schedule for each New Option will be measured from the same vesting commencement date and will be based upon the same vesting schedule as was applicable to the corresponding Eligible Option or Required Option that was returned for exchange (except that the number of shares vesting each month will be adjusted for the fact that the New Options will cover three (3) shares for every four (4) shares covered by the returned options). There will be a new exercise price, new ten-year maximum term and the status of the option will be a nonstatutory stock option for U.S. tax purposes. Additionally, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. The Expiration Date is 5:00 p.m., Pacific Time, on November 19, 2001, unless and until we, in our discretion, have extended the period of time during which the offer will remain open, in which event the term "Expiration Date" refers to the latest time and date at which the offer, as so extended, expires. See Section 23 of this Offer to Exchange for a description of our rights to extend, delay, terminate and amend the offer. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of such action: . we increase or decrease the amount of consideration offered for the options, . we decrease the number of options eligible to be tendered in the offer, or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth business day from, and including, the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 21 of this Offer to Exchange, we will extend the offer so that the offer is open at least ten business days following the publication, sending or giving of notice. We will also notify you of any other material change in the information contained in this Offer to Exchangeagreement with you.

Number of Options; Expiration Date. Upon Subject to the terms and subject to the conditions of the offerOffer, we will exchange for New Options to purchase common stock under the 2000 Plan (if you are not an executive officer of Agile) or under the 1995 Plan (if you are an executive officer of Agile)all outstanding, all Eligible Options, and all Required Options, unexercised options held by eligible employees that are properly tendered and not validly withdrawn in accordance with Section 5 before the Expiration Date, in return for new options. We will not accept partial tenders of options for any portion less than all of the unexercised shares subject to an individual optionoption grant. Therefore, you may tender options for all all, some or none of the unexercised shares subject to each of your Eligible Optionseligible options. You must tender all of the Required Options if If you tender any Eligible Options. Eligible Options are all options held by current employees only part of Agile or our subsidiaries with an exercise price per share of $15.00 or more that are outstanding under option, we will issue you a "balancing" option for the 1995 Plan, the 2000 Plan or the DMI Planuntendered shares. In addition, if you tender any option grant or portion thereof for exchange, you will be required to also tender all options that granted to you received during the six month period prior to the date the tendered option was cancelledOffer commenced. We currently expect to cancel all tendered options on November 19, 2001, which This means that if you participate in the offerOffer, you will be required to tender all options granted to you since May 19October 22, 2001. By exchanging any Eligible Option pursuant to the offer, you will automatically be deemed to have returned all of If your options granted to you since May 19, 2001 for exchange and cancellation. If your Eligible Options are properly tendered and accepted for exchange, the options will be cancelled and, subject to the terms of this offerOffer, you will be entitled to receive, in exchange for each tendered option, a New Option for 75% of receive one or more new options to purchase the number of unexercised shares that were subject to the corresponding returned option (rounded down to the nearest whole share). Thus, for every four (4) shares of common stock that are purchasable under an Eligible Option or Required Option returned equal to the number of option shares tendered by you and accepted for exchange, you will receive the right subject to purchase three (3) shares of common adjustments for any stock under the New Optionsplits, stock dividends and similar events. The New Options All new options will be granted on or promptly after (but not more than 20 days after) subject to the first trading day that is at least six months terms of our 1996 Stock Plan, and one day after the date returned options are accepted for exchange to a new option agreement between you and cancelled. All New Options will be nonstatutory options for U.S. tax purposes, even if the returned options were incentive stock optionsus. If, for any reason, you do not remain an employee of Agile PCD or our its subsidiaries through the date we grant the New Optionsnew options, you will not receive any New Options new options or other consideration in exchange for your tendered options that have been accepted for exchange. This means that if you retire, quit, with or without a good reason, resign due to disability or die die, become disabled, or we terminate your employment, with or without cause, prior to the date we grant the New Optionsnew options, you will not receive anything for the options that you tendered and we cancelled. Furthermore, your cancelled options will not be reinstated. If you return any of your Eligible Options or any Required Options for exchange and we accept such options for exchange, we will grant you New Options under the 2000 Plan (if you are not an executive officer of Agile) or under the 1995 Plan (if you are an executive officer of Agile), pursuant to a new stock option agreement, regardless of whether the options submitted for exchange were originally granted under the 1995 Plan, the 2000 Plan or the DMI Plan. The exercise price of the New Options will be equal to the last reported sale price of our common stock on the Nasdaq National Market (or such other market on which our shares are traded or quoted) on the date of grant, expected to be after May 20, 2002. The returned options which we accept for exchange pursuant to the offer will be cancelled, and you will have no further right or entitlement to purchase shares of our common stock pursuant to those cancelled options. The vesting schedule for each New Option will be measured from the same vesting commencement date and will be based upon the same vesting schedule as was applicable to the corresponding Eligible Option or Required Option that was returned for exchange (except that the number of shares vesting each month will be adjusted for the fact that the New Options will cover three (3) shares for every four (4) shares covered by the returned options). There will be a new exercise price, new ten-year maximum term and the status of the option will be a nonstatutory stock option for U.S. tax purposes. Additionally, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. The Expiration Date is means 5:00 p.m., Pacific Eastern Daylight Time, on November 19May 21, 20012002, unless and until we, in our discretion, have extended the period of time during which the offer Offer will remain open, in which event the term "Expiration Date" Date refers to the latest time and date at which the offerOffer, as so extended, expires. See Section 23 15 of this Offer to Exchange for a description of our rights to extend, delay, terminate and amend the offerOffer. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of such action: . we increase or decrease the amount of consideration offered for the options, . we decrease the number of options eligible to be tendered in the offerOffer, or . we increase the number of options eligible to be tendered in the offer Offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer Offer immediately prior to the increase. If the offer Offer is scheduled to expire at any time earlier than the tenth (10th) business day from, and including, the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 21 15 of this Offer to Exchange, we will extend the offer Offer so that the offer Offer is open at least ten (10) business days following the publication, sending or giving of notice. We will also notify you of any other material change in the information contained in this Offer to Exchange. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Daylight Time.

Number of Options; Expiration Date. Upon Subject to the terms and subject to the conditions of the offer, we will exchange for New replace outstanding, unexercised options to purchase shares of Redback common stock that are properly tendered in accordance with Section 4 of this Offer to Replace and not validly withdrawn before the Offer Expiration Date in accordance with Section 5 of this Offer to Replace that (i) have an exercise price greater than ------------ six dollars and fifty cents ($6.50) per share; (ii) were granted prior to August ----- 1, 2001; and (iii) are held by eligible employees. Options to purchase common stock under the 2000 Plan of Redback that have an exercise price at or below six dollars and fifty cents (if you $6.50) per share or which were granted on or after August 1, 2001 are not an executive officer of Agile) or under --- eligible for replacement in the 1995 Plan (if you are an executive officer of Agile), all Eligible Options, and all Required Options, that are properly tendered and not validly withdrawn in accordance with Section 5 before the Expiration Dateoffer. We will not accept partial tenders of options for any portion less than all of the unexercised shares subject to an individual optionoption grant. Therefore, you may tender only options for all or none of the outstanding, unexercised shares subject to each of your Eligible Options. You must tender all of the Required Options if you tender any Eligible Options. Eligible Options are all options held by current employees of Agile or our subsidiaries with an exercise price per share of $15.00 or more that are outstanding under the 1995 Plan, the 2000 Plan or the DMI Planeligible options. In addition, if you tender any option for exchangeparticipate in the offer, you will be required to also tender then all options that you received during the six (6) month period prior to the date Cancellation Date must be tendered, ---- even if the tendered option was cancelledhas an exercise price equal to or less than six dollars and fifty cents ($6.50) per share. However, the following options are excluded from this requirement and may not be tendered: (i) options granted through the Salary --- for Stock Options Exchange Program; and (ii) options granted on or after August 1, 2001 (together, these constitute the "Excepted Options"). Please note that these exceptions represent a change from the terms we thought we would implement and which we described to you in the memorandum from Pierre Lamond dated August 13, 2001. We currently expect to cancel all tendered cxxxxx xxx xxxdered options on November 19October 15, 2001, which means that if you participate in the offer, you will be required to tender all options granted to you since May 19April 15, 2001, unless they are Excepted Options. By exchanging If you tender any Eligible Option pursuant option granted to the offeryou on a particular date, you will automatically also be deemed required to have returned all of your tender any other options granted to you since May 19on that same day, 2001 for exchange except that you will not be required, and cancellationyou may not elect, to tender any Excepted Options. If your Eligible Options options are properly tendered and accepted for exchangereplacement, the options will be cancelled and, subject to the terms of this offer, you will be entitled to receive, in exchange for each tendered option, a receive one or more New Option for 75% Options to purchase shares of the common stock. The number of unexercised shares that were subject to the corresponding returned option New Options to be granted to each eligible participating employee will be determined according to the exercise price of the Old Options tendered. All monetary denominations referred to in this offer are U.S. dollars unless stated otherwise. Subject to the terms of this offer and subject to any adjustments for stock splits, stock dividends and similar events (and rounded down to the nearest whole share). Thus, for every four the replacement ratios will be as follows: -------------------------------------------------------------------------------- Exercise Price per share Number of Shares Subject Number of Shares Subject of Old Option to Old Option to New Option -------------------------------------------------------------------------------- $40.00 or less One (41) shares of common stock that are purchasable under an Eligible Option or Required Option returned for exchange, you will receive the right to purchase three One (31) shares of common stock under the New Option. The -------------------------------------------------------------------------------- $40.01 - $80.00 Five (5) One (1) -------------------------------------------------------------------------------- Above $80.00 Ten (10) One (1) -------------------------------------------------------------------------------- New Options will be granted on under our 1999 Plan and will be subject to the terms and conditions thereof, unless prevented by law or promptly after (but not more than 20 days after) the first trading day that is at least six months and one day after the date returned options are accepted for exchange and cancelledapplicable regulations. All New Options will be nonstatutory stock options for and will have a maximum term of five (5) years, subject to earlier expiration upon certain events, such as termination of employment. In addition, all New Options will be subject to a new option agreement between you and us. If you are a tax resident of a non-U.S. jurisdiction, certain other terms and conditions may apply to your New Option in order to comply with the laws in that country or in order to preserve the possibility of favorable tax purposestreatment. For example: o If you are an employee who is a tax resident of the United Kingdom, even your New Option will be subject to the execution of a joint election between you and Redback, as described in Section 26. o Due to exchange control restrictions currently in place, if you are an employee who is a tax resident of Brazil, Redback will at this time require that you exercise your options by using only a full or partial cashless exercise method, whereby you exercise your options without remitting any cash, as described in Section 15. o If you are an employee who is a tax resident of the returned Netherlands or the People's Republic of China, your options were incentive stock optionsmay be exercised only by ---- using a cashless exercise method, whereby the options are exercised without remitting any cash and under which you will effect a same-day exercise of the option and sale of the shares, as described in Sections 22 and 23. o If you are an employee who is a tax resident of Hong Kong and if your New Options will vest in whole or in part within six (6) months of the Replacement Date, you will be restricted from selling any shares acquired upon the exercise of those options until a period of six (6) months from the Replacement Date, as described in Section 19. If, for any reason, you do not remain an employee of Agile Redback or one of our subsidiaries or affiliates through the date Replacement Date, we grant the New Options, you will not receive accept your tender of options and any New Old Options or other consideration in exchange for your tendered options that have been accepted for exchange. This means that if you retire, quit, with or without a good reason, resign due to disability or die or we terminate your employment, with or without cause, prior to the date we grant the New Options, you will not receive anything for the options that you tendered and we cancelled. Furthermore, your cancelled options will not be reinstated. If you return any of your Eligible Options or any Required Options for exchange and we accept such options for exchange, we will grant you New Options under the 2000 Plan (if you are not an executive officer of Agile) or under the 1995 Plan (if you are an executive officer of Agile), pursuant to cancelled as a new stock option agreement, regardless of whether the options submitted for exchange were originally granted under the 1995 Plan, the 2000 Plan or the DMI Plan. The exercise price of the New Options will be equal to the last reported sale price of our common stock on the Nasdaq National Market (or such other market on which our shares are traded or quoted) on the date of grant, expected to be after May 20, 2002. The returned options which we accept for exchange pursuant to the offer will be cancelled, and you will have no further right or entitlement to purchase shares of our common stock pursuant to those cancelled options. The vesting schedule for each New Option will be measured from the same vesting commencement date and will be based upon the same vesting schedule as was applicable to the corresponding Eligible Option or Required Option that was returned for exchange (except that the number of shares vesting each month will be adjusted for the fact that the New Options will cover three (3) shares for every four (4) shares covered by the returned options). There will be a new exercise price, new ten-year maximum term and the status of the option will be a nonstatutory stock option for U.S. tax purposes. Additionally, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. The Expiration Date is 5:00 p.m., Pacific Time, on November 19, 2001, unless and until we, in our discretion, have extended the period of time during which the offer will remain open, in which event the term "Expiration Date" refers to the latest time and date at which the offer, as so extended, expires. See Section 23 result of this Offer to Exchange for a description of our rights to extend, delay, terminate and amend the offer. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of such action: . we increase or decrease the amount of consideration offered for the options, . we decrease the number of options eligible to be tendered in the offer, or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth business day from, and including, the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 21 of this Offer to Exchange, we will extend the offer so that the offer is open at least ten business days following the publication, sending or giving of notice. We will also notify you of any other material change in the information contained in this Offer to Exchange.

Number of Options; Expiration Date. Upon Subject to the terms and subject to the conditions of the offer, we will exchange for New Options outstanding, unexercised options with exercise prices equal to purchase common stock under the 2000 Plan or greater than ten dollars (if you are not an executive officer of Agile$10) or under the 1995 Plan (if you are an executive officer of Agile), all Eligible Options, and all Required Options, per share held by eligible employees that are properly tendered and not validly withdrawn in accordance with Section 5 of this Offer to Exchange before the Expiration Date"expiration date," as defined below, in return for new options. We will not accept partial tenders of options for any portion less than all of the unexercised shares subject to an individual optionoption grant. Therefore, you may tender options for all or none of the unexercised shares subject to each of your Eligible Options. You must tender all of the Required Options if you tender any Eligible Options. Eligible Options are all options held by current employees of Agile or our subsidiaries with an exercise price per share of $15.00 or more that are outstanding under the 1995 Plan, the 2000 Plan or the DMI Planeligible options. In addition, if you tender any option grant for exchange, you will be required to also tender all options option grants that you received during the six (6) month period prior to the date the tendered option was cancelled, even if those grants have exercise prices of less than ten dollars ($10) per share. We currently expect to cancel all tendered options on November 19July 30, 2001, which means that if you participate in the offer, you will be required to tender all options granted to you since May 19January 30, 2001. By exchanging any Eligible Option pursuant to the offer, you will automatically be deemed to have returned all of If your options granted to you since May 19, 2001 for exchange and cancellation. If your Eligible Options are properly tendered and accepted for exchange, the options will be cancelled and, subject to the terms of this offer, you will be entitled to receive, in exchange for each tendered option, a New Option for 75% of receive one or more new options to purchase the number of unexercised shares that were subject to the corresponding returned option (rounded down to the nearest whole share). Thus, for every four (4) shares of common stock that are purchasable under an Eligible Option or Required Option returned equal to the number of shares subject to the options tendered by you and accepted for exchange, you will receive the right subject to purchase three (3) shares of common adjustments for any stock under the New Optionsplits, stock dividends and similar events. The New Options All new options will be granted on or promptly after (but not more than 20 days after) subject to the first trading day that is at least six months terms of the 2000 Stock Plan, and one day after the date returned options are accepted for exchange to a new option agreement between you and cancelled. All New Options will be nonstatutory options for U.S. tax purposes, even if the returned options were incentive stock optionsus. If, for any reason, you do not remain an employee of Agile Resonate or our its subsidiaries through the date we grant the New Optionsnew options, you will not receive any New Options new options or other consideration in exchange for your tendered options that have been accepted for exchange. This means that if you retire, quit, with or without a good reason, resign due to disability or die or we terminate your employment, with or without cause, prior to the date we grant the New Optionsnew options, you will not receive anything for the options that you tendered and we cancelled. Furthermore, your cancelled options will not be reinstated. If you return any of your Eligible Options or any Required Options for exchange and we accept such options for exchange, we will grant you New Options under the 2000 Plan (if you are not an executive officer of Agile) or under the 1995 Plan (if you are an executive officer of Agile), pursuant to a new stock option agreement, regardless of whether the options submitted for exchange were originally granted under the 1995 Plan, the 2000 Plan or the DMI Plan. The exercise price of the New Options will be equal to the last reported sale price of our common stock on the Nasdaq National Market (or such other market on which our shares are traded or quoted) on the date of grant, expected to be after May 20, 2002. The returned options which we accept for exchange pursuant to the offer will be cancelled, and you will have no further right or entitlement to purchase shares of our common stock pursuant to those cancelled options. The vesting schedule for each New Option will be measured from the same vesting commencement date and will be based upon the same vesting schedule as was applicable to the corresponding Eligible Option or Required Option that was returned for exchange (except that the number of shares vesting each month will be adjusted for the fact that the New Options will cover three (3) shares for every four (4) shares covered by the returned options). There will be a new exercise price, new ten-year maximum term and the status of the option will be a nonstatutory stock option for U.S. tax purposes. Additionally, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. The Expiration Date is 5:00 p.m., Pacific Time, on November 19, 2001, unless and until we, in our discretion, have extended the period of time during which the offer will remain open, in which event the term "Expiration Date" refers to the latest time and date at which the offer, as so extended, expires. See Section 23 of this Offer to Exchange for a description of our rights to extend, delay, terminate and amend the offer. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of such action: . we increase or decrease the amount of consideration offered for the options, . we decrease the number of options eligible to be tendered in the offer, or . we increase the number of options eligible to be tendered in the offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the offer immediately prior to the increase. If the offer is scheduled to expire at any time earlier than the tenth business day from, and including, the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 21 of this Offer to Exchange, we will extend the offer so that the offer is open at least ten business days following the publication, sending or giving of notice. We will also notify you of any other material change in the information contained in this Offer to Exchange.