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Exhibit 10.45
REDBACK NETWORKS
INC.
AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment (the " Amendment ") is made
this day of September 2006, by and between
Kevin A. DeNuccio (" CEO ") and Redback Networks Inc. (the "
Company "), to the offer letter dated August 17, 2001
(" Offer Letter "), as amended by Amendment #1 to the
Agreement, between the Company and CEO (the " Employment
Agreement ").
WHEREAS , on July 27, 2006, the
Board of Directors of the Company approved amendments to certain
agreements with the CEO to reduce the benefits CEO would become
entitled to receive in connection with a Change in Control (as
defined in the Company’s 1999 Stock Incentive Plan) ("the
Change in Control Provisions ");
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 CEO agree that the Employment Agreement shall be
amended as follows:
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"In the event a Change in Control (as defined
under the Plan) occurs, any Company options or other equity
compensation awards granted to you on June 1, 2006 or
thereafter (collectively, the " Applicable CEO Equity Grants
") shall accelerate vesting 100%, except as to any then unvested
shares under the Applicable CEO Equity Grants subject to the final
twelve months of vesting (or such lesser amount if less than twelve
months of vesting remains on such Applicable C
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