-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IyL/IGewDT7wGP7NfmGWdqa9LjJLhGS2vfZ+Mx7pupTUO0qbx2g6uRXc3BZ5IReZ SN9qPBGR4UOrZkzjQRs90A== 0000929624-01-000169.txt : 20010207 0000929624-01-000169.hdr.sgml : 20010207 ACCESSION NUMBER: 0000929624-01-000169 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010206 EFFECTIVENESS DATE: 20010206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDBACK NETWORKS INC CENTRAL INDEX KEY: 0001081290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770438443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-55076 FILM NUMBER: 1526311 BUSINESS ADDRESS: STREET 1: 1195 BORREGAS AVE CITY: SUNNYVALE STATE: CA ZIP: 94089-1306 BUSINESS PHONE: 4085483500 MAIL ADDRESS: STREET 1: 1195 BORREGAS AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 S-8 1 0001.txt REDBACK NETWORK, INC. - FORM S-8 As filed with the Securities and Exchange Commission on February 6, 2001 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 REDBACK NETWORKS INC. (Exact name of registrant as specified in its charter) Delaware 3576 77-0438443 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.)
1195 Borregas Avenue Sunnyvale, California 94089 (Address of principal executive offices) (Zip Code) REDBACK NETWORKS INC. 2001 Employee Option Plan 1999 Stock Incentive Plan 1999 Directors' Option Plan Shares acquired under a Written Compensatory Agreement with Bill Miskovetz Shares acquired under a Written Compensatory Agreement with Dan Simone Employee Patent Awards Program (Full title of the Plan) Vivek Ragavan President, Chief Executive Officer, and Director Redback Networks Inc. 1195 Borregas Avenue Sunnyvale, California 94089 (Name and address of agent for service) (408) 571-5200 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Proposed Maximum Proposed Maximum Amount to be Offering Price per Aggregate Offering Amount of Title of Securities to be Registered Registered(1) Share (2) Price (2) Registration Fee - ------------------------------------------- ----------------- ------------------ ------------------ ---------------- 2001 Employee Option Plan - ------------------------- Options to purchase Common Stock 4,500,000 N/A N/A N/A Common Stock, $0.0001 par value 4,500,000 shares $45.97 $206,865,000 $51,716 1999 Stock Incentive Plan - ------------------------- Options to purchase Common Stock N/A N/A N/A Common Stock, $0.0001 par value 7,686,564 shares $45.97 $353,351,374 $88,338 1999 Directors' Option Plan - --------------------------- Options to purchase Common Stock N/A N/A N/A Common Stock, $0.0001 par value 360,000 shares $45.97 $ 16,549,200 $ 4,137 Shares Acquired under a Written - ------------------------------- Compensatory Agreement with Bill Miskovetz - ------------------------------------------ Common Stock, $0.0001 par value 80,000 shares $45.97 $ 3,677,600 $ 919 Shares Acquired under a Written - ------------------------------- Compensatory Agreement with Dan Simone - -------------------------------------- Common Stock, $0.0001 par value 80,000 shares $45.97 $ 3,677,600 $ 919 Employee Patent Awards Program - ------------------------------ Common Stock, $0.0001 par value 20,000 shares $45.97 $ 919,400 $ 230 ====================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2001 Employee Option Plan, 1999 Stock Incentive Plan, 1999 Director Option Plan, Shares Acquired under a Written Compensatory Agreement with Bill Miskovetz, Shares Acquired under a Written Compensatory Agreement with Dan Simone, and the Employee Patent Awards Program by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of Redback Networks Inc. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low price per share of Common Stock of Redback Networks Inc. as reported on the Nasdaq National Market on February 1, 2001 PART II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference --------------------------------------- Redback Networks Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999; (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000, June 30, 2000, and September 30, 2000; (c) The Registrant's Current Reports on Forms 8-K filed with the SEC on March 20, 2000, July 20, 2000, August 2, 2000, October 12, 2000, October 13, 2000, January 18, 2001, and January 25, 2001; and (d) The Registrant's Registration Statement No. 0-25853 on Form 8-A filed with the SEC on April 22, 1999, pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers ----------------------------------------- Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation's Board of Directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "1933 Act"). The Registrant's Bylaws provide for mandatory indemnification of its directors and officers and permissible indemnification of employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. In addition, the Registrant has entered into Indemnification Agreements with each of its directors and officers. Item 7. Exemption from Registration Claimed ----------------------------------- Not Applicable. II-1 Item 8. Exhibits --------
Exhibit Number Exhibit - -------------- ---------------------------------------------------------------------------------------------------------------- 4 Instrument Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 0-25853 on Form 8-A, which is incorporated herein by reference pursuant to Item 3(d) of this Registration Statement. 5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 23.1 Consent of Independent Accountants. 23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-3 of this Registration Statement. 99.1 2001 Employee Option Plan 99.2 Employee Patent Awards Program 99.3 Form of Written Compensatory Agreement
Item 9. Undertakings ------------ A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Registrant's 2001 Employee Option Plan, 1999 Stock Incentive Plan, 1999 Directors' Option Plan, Shares acquired under a Written Compensatory Agreement with Bill Miskovetz, Shares acquired under a Written Compensatory Agreement with Dan Simone, and Employee Patent Awards Program. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California on this 6th day of February 2001. - --- ------------- REDBACK NETWORKS INC. By: /s/ Vivek Ragavan ------------------------------------ Vivek Ragavan President, Chief Executive Officer and Director POWER OF ATTORNEY ----------------- KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Redback Networks, Inc, a Delaware corporation, do hereby constitute and appoint Vivek Ragavan and Dennis P. Wolf, and either of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre- effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and either of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - -------------------------------------- ------------------------------------------------- ------------------- /s/ Vivek Ragavan President, Chief Executive Officer and Director February 2, 2001 - -------------------------------------- (Principal Executive Officer) Vivek Ragavan /s/ Dennis P. Wolf Senior Vice President of Finance and Chief February 2, 2001 - -------------------------------------- Financial Officer Dennis P. Wolf
II-3
Signature Title Date - -------------------------------------- ------------------------------------------------- ------------------- /s/ Dennis Barsema Vice Chairman of the Board and Director February 2, 2001 - -------------------------------------- Dennis Barsema /s/ Gaurav Garg Senior Vice President of Product Management and February 2, 2001 - -------------------------------------- Director Gaurav Garg /s/ Pierre R. Lamond Chairman of the Board and Director February 2, 2001 - -------------------------------------- Pierre R. Lamond Director - -------------------------------------- James R. Flach Director - -------------------------------------- Promod Haque /s/ Vinod Khosla Director February 2, 2001 - -------------------------------------- Vinod Khosla /s/ William H. Kurtz Director February 2, 2001 - -------------------------------------- William H. Kurtz Director - -------------------------------------- Daniel J. Warmenhoven
II-4 EXHIBIT INDEX -------------
Exhibit Number Exhibit - -------------- ---------------------------------------------------------------------------------------- 4 Instrument Defining Rights of Stockholders. Reference is made to Registrant's Registration Statement No. 25853 on Form 8-A, which is incorporated herein by reference pursuant to Item 3(b) of this Registration Statement. 5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 23.1 Consent of Independent Accountants. 23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-3 of this Registration Statement. 99.1 2001 Employee Option Plan 99.2 Employee Patent Awards Program 99.3 Form of Written Compensatory Agreement
EX-5 2 0002.txt OPINION AND CONSENT OF GUNDERSON DETTMER Exhibit 5 --------- February 2, 2001 Redback Networks, Inc. 1195 Borregas Avenue Sunnyvale, CA 94089 Re: Redback Networks Inc. ("Company") Registration Statement for Offering of Shares of Common Stock Ladies and Gentlemen: We refer to your registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of (i) 4,500,000 shares of Common Stock under the 2001 Employee Option Plan, (ii) 7,686,564 shares of Common Stock under the 1999 Stock Incentive Plan, (iii) 360,000 shares of Common Stock under the Directors' Option Plan, (iv) 80,000 shares of Common Stock acquired by a Written Compensatory Agreement with Bill Miskovetz, (v) 80,000 shares of Common Stock acquired by a Written Compensatory Agreement with Dan Simone, and (vi) 20,000 shares of Common Stock under the Employee Patent Awards Program. We advise you that, in our opinion, when such shares have been issued and sold pursuant to the applicable provisions of the plan, and in accordance with the Registration Statement, such shares will be validly issued, fully paid and nonassessable shares of the Company's Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP ----------------------------------------- Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP EX-23.1 3 0003.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 ------------ CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 18, 2000 relating to the financial statements of Redback Networks Inc., which appears in Redback Networks Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PRICEWATERHOUSECOOPERS LLP - ---------------------------------------- PricewaterhouseCoopers LLP San Jose, California February 2, 2001 EX-99.1 4 0004.txt 2001 EMPLOYEE OPTION PLAN Exhibit 99.1 ------------ REDBACK NETWORKS INC. 2001 EMPLOYEE OPTION PLAN The Plan was adopted by the Board effective as of January 8, 2001. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Employees to focus on critical long- range objectives, (b) encouraging the attraction and retention of Employees with exceptional qualifications and (c) linking Employees directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Options (which will be nonstatutory stock options). The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except their choice-of-law provisions). ARTICLE 1. DEFINITIONS. 1.1 "Affiliate" means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity. 1.2 "Board" means the Company's Board of Directors, as constituted from time to time. 1.3 "Change in Control" shall mean: (a) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity; (b) The sale, transfer or other disposition of all or substantially all of the Company's assets; (c) A change in the composition of the Board, as a result of which 50% or fewer of the incumbent directors are directors who either (i) had been directors of the Company on the date 24 months prior to the date of the event that may constitute a Change in Control (the "original directors") or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved; or (d) Any transaction as a result of which any person is the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company's then outstanding voting securities. For purposes of this Subsection (d), the term "person" shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. 1.4 "Code" means the Internal Revenue Code of 1986, as amended. 1.5 "Committee" means a committee of the Board, as described in Article 2. 1.6 "Common Share" means one share of the common stock of the Company. 1.7 "Company" means Redback Networks Inc., a Delaware corporation. 1.8 "Employee" means a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate. 1.9 "Exchange Act" means the Securities Exchange Act of 1934, as amended. 1.10 "Exercise Price" means the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. 1.11 "Fair Market Value" means the market price of Common Shares, determined by the Committee in good faith on such basis as it deems appropriate. Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in The Wall Street Journal. Such determination shall be ----------------------- conclusive and binding on all persons. 1.12 "NSO" means a stock option not described in sections 422 or 423 of the Code. 1.13 "Option" means an NSO granted under the Plan and entitling the holder to purchase Common Shares. 1.14 "Optionee" means an individual or estate who holds an Option. 1.15 "Parent" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 1.16 "Participant" means an individual or estate who holds an Option. 1.17 "Plan" means this Redback Networks Inc. 2001 Employee Option Plan, as amended from time to time. 1.18 "Stock Option Agreement" means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option. 1.19 "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. ARTICLE 2. ADMINISTRATION. 2.1 Committee Composition. The Plan shall be administered by the Committee. The Committee shall consist exclusively of one or more directors of the Company, who shall be appointed by the Board. 2.2 Committee Responsibilities. The Committee shall (a) select the Employees who are to receive Options under the Plan, (b) determine the number, vesting requirements and other features and conditions of such Options, (c) interpret the Plan and (d) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. ARTICLE 3. SHARES AVAILABLE FOR GRANTS. 3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate number of Options awarded under the Plan shall not exceed 4,500,000. The limitations of this Section 3.1 shall be subject to adjustment pursuant to Article 7. 3.2 Additional Shares. If Options granted under this Plan are forfeited or terminate for any other reason before being exercised, then the corresponding Common Shares shall again become available for the grant of Options under this Plan. ARTICLE 4. ELIGIBILITY. 4.1 Eligibility for Grants. Only Employees shall be eligible for the grant of Options. Employees who are considered officers or directors of the Company under Section 16 of the Exchange Act shall not be eligible to receive grants under this Plan. ARTICLE 5. OPTIONS. 5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 5.2 Number of Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option and shall provide for the adjustment of such number in accordance with Article 7. 5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price; provided that the Exercise Price shall in no event be less than 30% of the Fair Market Value of a Common Share on the date of grant. A Stock Option Agreement may specify an Exercise Price that varies in accordance with a predetermined formula while the Option is outstanding. 5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee's death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee's service. 5.5 Effect of Change in Control. The Committee may determine, at the time of granting an Option or thereafter, that such Option shall become exercisable as to all or part of the Common Shares subject to such Option in the event that a Change in Control occurs with respect to the Company, subject to the following limitations. In addition, acceleration of exercisability may be required under Section 7.3. 5.6 Modification or Assumption of Options. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new options for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option. 5.7 Buyout Provisions. The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish. ARTICLE 6. PAYMENT FOR OPTION SHARES. 6.1 General Rule. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such Common Shares are purchased, except that the Committee may at any time accept payment in any form(s) described in this Article 6. 6.2 Same Day Sale. To the extent that this Section 6.2 is applicable, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to the Company. 6.3 Other Forms of Payment. To the extent that this Section 6.3 is applicable, all or any part of the Exercise Price and any withholding taxes may be paid in any other form that is consistent with applicable laws, regulations and rules. ARTICLE 7. PROTECTION AGAINST DILUTION. 7.1 Adjustments. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, a declaration of a dividend payable in a form other than Common Shares in an amount that has a material effect on the price of Common Shares, a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of (a) the number of Options available for future grants under Article 3, (b) the limitations set forth in Section 5.2, (c) the number of Common Shares covered by each outstanding Option or (d) the Exercise Price under each outstanding Option. Except as provided in this Article 7, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. 7.2 Dissolution or Liquidation. To the extent not previously exercised, Options shall terminate immediately prior to the dissolution or liquidation of the Company. 7.3 Reorganizations. In the event that the Company is a party to a merger or other reorganization, outstanding Options shall be subject to the agreement of merger or reorganization. Such agreement shall provide for (a) the continuation of the outstanding Options by the Company, if the Company is a surviving corporation, (b) the assumption of the outstanding Options by the surviving corporation or its parent or subsidiary, (c) the substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Options, (d) full exercisability or vesting and accelerated expiration of the outstanding Options or (e) settlement of the full value of the outstanding Options in cash or cash equivalents followed by cancellation of such Options. ARTICLE 8. LIMITATION ON RIGHTS. 8.1 Retention Rights. Neither the Plan nor any Options granted under the Plan shall be deemed to give any individual a right to remain an Employee. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the service of any Employee at any time, with or without cause, subject to applicable laws, the Company's certificate of incorporation and by- laws and a written employment agreement (if any). 8.2 Stockholders' Rights. A Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Option prior to the time when a stock certificate for such Common Shares is issued or, in the case of an Option, the time when he or she becomes entitled to receive such Common Shares by filing a notice of exercise and paying the Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan. 8.3 Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any Option prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing. ARTICLE 9. WITHHOLDING TAXES. 9.1 General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan until such obligations are satisfied. 9.2 Share Withholding. The Committee may permit a Participant to satisfy his or her withholding tax obligations by electing to have the Company withhold all or a portion of any Common Shares that otherwise would be issued to him or her upon the exercise of an Option or by surrendering all or a portion of any Common Shares that he or she previously acquired that number of Common Shares having a Fair Market Value equal to the amount required to be withheld on the date when they are withheld or surrendered. ARTICLE 10. FUTURE OF THE PLAN. 10.1 Term of the Plan. The Plan shall become effective on January 8, 2001. The Plan shall remain in effect until the stockholders of the Company approve any increase in the number of shares reserved for issuance under the Redback Networks Inc. 1999 Equity Incentive Plan or until it is sooner terminated under Section 10.2. 10.2 Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. An amendment of the Plan shall be subject to the approval of the Company's stockholders only to the extent required by applicable laws, regulations or rules. No Options shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any Option previously granted under the Plan. ARTICLE 11. EXECUTION. To record the adoption of the Plan by the Board on January 8, 2001, the Company has caused its duly authorized officer to execute this document in the name of the Company. Redback Networks Inc. By: /s/ Vivek Ragavan ---------------------------------------- Title: President and Chief Executive Officer ------------------------------------- EX-99.2 5 0005.txt EMPLOYEE PATENT AWARDS PROGRAM Exhibit 99.2 ------------ Redback Employee Patent Awards Program -------------------------------------- OBJECTIVE: To kick-off the first year of the official Patent Program at ----------------- Redback Networks, the awards to Inventors who participate in the ---------------- Program will be in the form of Redback stock as outlined below. These awards are designed to encourage innovation and the activity necessary by Inventors to protect patentable ideas, so that Redback will have a viable Intellectual Property portfolio to help sustain its competitive edge. SCOPE: This policy applies to all Redback Networks regular employees other than vice presidents. POLICY: The Redback Employee Patent Awards Program is intended to ------------------------------------------ encourage and reward employees who innovate in ways that create a competitive advantage for Redback. Employees who produce patentable technology and who then assist in the procurement of a patent covering the technology are recognized by this Program pursuant to the following process. PROCESS: The inventors must complete an Invention Disclosure Form for each potential patent and submit it to the Patent Committee for review and potential acceptance by the Patent Committee. If the Patent Committee accepts the Invention Disclosure and decides to pursue patenting the invention, patent counsel will work with the Inventors to prepare a patent application. After the patent application has been filed with the Patent and Trademark Office (PTO), the Inventors will be required to provide such assistance as may be required during the process of obtaining the issued patent. INVENTORS: Employees who are recognized under the applicable legal rules as Inventors or co-Inventors will be identified as such in the patent application. AWARDS: Patent Application Filing Award: Upon filing of the application with the PTO, the Inventors on the date of filing (filing receipt obtained), will receive a Patent Application Filing Award in the form of stock./1/ If there are one to four Inventors listed on the patent application, each Inventor will receive 25 Shares of Redback Common Stock. If five or more Inventors are named on a single patent application, all of the Inventors will equally split 100 Shares of Redback Common Stock. Patent Issuance Award: If a patent is issued by the PTO, each of the Inventors will receive a Patent Issuance Award/1/ of 25 Shares of Redback Common Stock for each Inventor, for one to four named Inventors. If five or more Inventors are named on an issued patent, all of the Inventors will equally split 100 Shares of Redback Common Stock. Patent Recognition Activity: Additionally, each Inventor will receive a plaque with a replica of the first page of the patent. The company will also sponsor an annual celebration event for all of the Inventors who were named on a Redback patent that issued during the previous year. - ---------------------------- /1/ All Award amounts reflected are net of taxes. An Inventor must be an active Redback employee (on Redback's payroll) at the time of patent application filing or patent issuance to receive either respective award. The stock will be granted to Inventors within one month of either the filing date of the patent application or the issue date of the patent. This Patent Awards Program is effective August 1, 2000 through August 1, 2001, however, is subject to change at the discretion of Redback Senior Management. EX-99.3 6 0006.txt FORM OF WRITTEN COMPENSATORY AGREEMENT Exhibit 99.3 ------------ FORM OF WRITTEN COMPENSATORY AGREEMENT REDBACK NETWORKS INC. NOTICE OF STOCK OPTION GRANT You have been granted the following option to purchase Common Stock of Redback Networks Inc. (the "Company"): Name of Optionee: [OPTIONEE] Total Number of Shares Granted: [NUMBER OF SHARES] Type of Option: Nonstatutory Stock Option Exercise Price Per Share: [$ _______] Date of Grant: [__________________] Vesting Commencement Date: [__________________] Vesting Schedule: This option becomes exercisable with respect to 1/84th of the Shares subject to this option when you complete each month of continuous service after the Vesting Commencement Date until fully vested. The vesting will be accelerated upon achievement of the milestones set forth in Attachment A in accordance with the schedule set forth in Attachment A. Expiration Date: [__________________] By your signature and the signature of the Company's representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Stock Option Agreement, which is attached to and made a part of this document. Optionee: Redback Networks Inc. By: - ------------------------------------ --------------------------------- Title: ------------------------------ REDBACK NETWORKS INC. STOCK OPTION AGREEMENT Tax Treatment This option is intended to be a nonstatutory option. Vesting This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. In addition, this option becomes exercisable in full if your service as an employee, consultant or director of the Company or a subsidiary of the Company terminates because of death. No additional shares become exercisable after your service as an employee, consultant or director of the Company or a subsidiary of the Company has terminated for any reason. Term This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (It will expire earlier if your service terminates, as described below.) To the extent not previously exercised, Options shall terminate immediately prior to the dissolution or liquidation of the Company. Regular Termination If your service as an employee, consultant or director of the Company or a subsidiary of the Company terminates for any reason except death or total and permanent disability, then this option will expire at the close of business at Company headquarters on the date three months after your termination date. The Company determines when your service terminates for this purpose. Death If you die as an employee, consultant or director of the Company or a subsidiary of the Company, then this option will expire at the close of business at Company headquarters on the date 12 months after the date of death. Disability If your service as an employee, consultant or director of the Company or a subsidiary of the Company terminates because of your total and permanent disability, then this option will expire at the close of business at Company headquarters on the date six months after your termination date. For all purposes under this Agreement, "total and permanent disability" means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one year. Leaves of Absence For purposes of this option, your service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of service is required by the terms of the leave or by applicable law. But your service terminates when the approved leave ends, unless you immediately return to active work. Restrictions on The Company will not permit you to exercise this option Exercise if the issuance of shares at that time would violate any law or regulation. 2 Notice of Exercise When you wish to exercise this option, you must notify the Company by filing the proper "Notice of Exercise" form at the address given on the form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares should be registered (in your name only or in your and your spouse's names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the option exercise price for the shares you are purchasing. Payment may be made in one (or a combination of two or more) of the following forms: . Your personal check, a cashier's check or a money order. . Certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you. However, you may not surrender, or attest to the ownership of, shares of Company stock in payment of the exercise price if your action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this option for financial reporting purposes. . Irrevocable directions to a securities broker approved by the Company to sell all or part of your option shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the option exercise price and any withholding taxes. (The balance of the sale proceeds, if any, will be delivered to you.) The directions must be given by signing a special "Notice of Exercise" form provided by the Company. Withholding Taxes You will not be allowed to exercise this option and Stock Withholding unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the option exercise. These arrangements may include withholding shares of Company stock that otherwise would be issued to you when you exercise this option. The value of these shares, determined as of the effective date of the option exercise, will be applied to the withholding taxes. Restrictions on Resale By signing this Agreement, you agree not to sell any option shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as you are an employee, consultant or director of the Company. Transfer of Option Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or a beneficiary designation. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse's interest in your option in any other way. 3 Retention Rights Your option or this Agreement does not give you the right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your service at any time, with or without cause. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the required notice to the Company and paying the exercise price. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as set forth below. Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this option and the exercise price per share may be adjusted as follows: In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, a declaration of a dividend payable in a form other than Common Shares in an amount that has a material effect on the price of Common Shares, a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares, a recapitalization, a spin-off or a similar occurrence, an adjustment shall be made in the number of Common Shares covered by each outstanding Option and the Exercise Price under each outstanding Option. Effect of Merger or In the event that the Company is a party to a merger Other Reorganization or other reorganization, outstanding Options shall be subject to the agreement of merger or reorganization. Such agreement shall provide for (a) the continuation of the outstanding awards by the Company, if the Company is a surviving corporation, (b) the assumption of the outstanding awards by the surviving corporation or its parent or subsidiary, (c) the substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards, (d) full exercisability or vesting and accelerated expiration of the outstanding awards or (e) settlement of the full value of the outstanding awards in cash or cash equivalents followed by cancellation of such awards. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions). Entire Agreement This Agreement constitutes the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement, signed by both parties. BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE. 4 -----END PRIVACY-ENHANCED MESSAGE-----