Exhibit 10.44
REDBACK NETWORKS
INC.
AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment (the “
Amendment ”) is made this
day
of September 2006, by and between Scott Marshall (“
Executive ”) and Redback Networks Inc. (the “
Company ”), to the offer letter dated
September 6, 2004 between the Company and Executive (the
“ Employment Agreement ”)
WHEREAS , on July 27, 2006, the Board of Directors
of the Company approved amendments to certain agreements with the
Company’s executive officers of the Company to provide
appropriate incentives for the Company’s executive officers
in connection with a Change of Control (as defined in the
Company’s 1999 Stock Incentive Plan) (the “ Change
in Control Provisions ”); and
WHEREAS , the parties hereto wish to amend the
Employment Agreement to reflect the revised Change in Control
Provisions.
NOW, THEREFORE
, in consideration of the foregoing
and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and agreed, the Company
and Executive agree that the Employment Agreement shall be amended
as follows:
1. Change in Control . The
following text shall be added to Section D of the Employment
Agreement titled “Change in Control”:
“In the event a Change in
Control occurs (as defined in the Plan), you will have
accelera
