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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:
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