0001104659-07-018127 Sample Contracts

DITECH NETWORKS, INC. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Incentive Plan Restricted Stock Unit Award Agreement • March 12th, 2007 • Ditech Networks Inc • Telephone & telegraph apparatus • California

Pursuant to the Notice of Grant of Award (“Grant Notice”) and this Restricted Stock Unit Award Agreement (“Agreement”), Ditech Networks, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award pursuant to Section 7(c) of the Company’s 2006 Equity Incentive Plan (the “Plan”) for the number of Restricted Stock Units as indicated in the Grant Notice (collectively, the “Award”). Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Subject to adjustment and the terms and conditions as provided herein and in the Plan, each Restricted Stock Unit shall represent the right to receive one (1) share of Common Stock.

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DITECH NETWORKS, INC. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Plan Restricted Stock Award Agreement • March 12th, 2007 • Ditech Networks Inc • Telephone & telegraph apparatus • California

Pursuant to the Notice of Grant of Award (“Grant Notice”) and this Restricted Stock Award Agreement (“Agreement”), Ditech Networks, Inc. (the “Company”) has awarded you (“Participant”) the right to acquire shares of Common Stock from the Company pursuant to Section 7(a) of the Company’s 2006 Equity Incentive Plan (the “Plan”) for the number of shares indicated in the Grant Notice (collectively, the “Award”). The Award is granted in exchange for past or future services to be rendered by you to the Company or an Affiliate. In the event additional consideration is required by law so that the Common Stock acquired under this Agreement is deemed fully paid and nonassessable, the Board shall determine the amount and character of such additional consideration to be paid. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

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