RESTRICTED STOCK AGREEMENT

Exhibit 10.35

REDBACK NETWORKS INC.

1999 STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

Unless otherwise defined herein, capitalized terms defined in the 1999 Stock Incentive Plan shall have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).

I. NOTICE OF RESTRICTED STOCK GRANT

The undersigned Outside Director has been granted Restricted Shares, subject to the terms and conditions of the Plan and this Restricted Stock Agreement, as follows:

Vesting Schedule :

1/24 ^th of the Restricted Shares shall vest after the expiration of each month following the Vesting Commencement Date such that 100% of the Restricted Shares shall be vested on the two-year anniversary of the Vesting Commencement Date, subject to the Outside Director’s continued service as a member of the Company’s Board through each relevant vesting date.

Notwithstanding the foregoing, if the Outside Director is removed from the Board or voluntarily resigns from the Board at the request of the acquiror within one year following a Change in Control, the Restricted Shares shall partially accelerate and become vested and exercisable with respect to the number of shares that would have otherwise vested within the 12 months following the date of the Outside Director’s termination of service as though the Outside Director had remained in service as a member of the Company’s Board through such date.

II. TERMS OF THE AGREEMENT

1. Grant . The Company hereby grants to the individual named in the Notice of Restricted Stock Grant an award for that number of Restricted Shares set forth in the Notice of Restricted Stock Grant in exchange for the par value ($0.0001 per share) of the Restricted Shares, commencing on the date hereof, subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference.

2. Shares Held in Escrow . Unless and until the Restricted Shares shall have vested in the manner set forth in Sections 3 or 4 herein, such shares shall be issued in the name of the Outside Director and held by the Secretary of the Company as escrow agent (the “ Escrow Agent ”), and shall not be sold, transferred, assigned, or otherwise disposed of, and shall not be pledged, alienated, or otherwise hypothecated. The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Shares or otherwise note on its records as to the restrictions on transfer set forth in this Agreement and the Plan. The certificate or certificates representing such shares shall not be delivered by the Escrow Agent to the Outside Director unless and until the shares have vested and all other terms and conditions in this Agreement have been satisfied. The Restricted Shares will be released from escrow as soon as practicable after the shares vest.

The Outside Director shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent the share certificates representing the Restricted Shares, together with the Assignment Separate from Certificate (the “Stock Assignment”) duly endorsed in blank, attached hereto as Appendix A . The unvested Restricted Shares and Stock Assignment shall be held by the Escrow Holder until such time as the Restricted Shares vest and are released from escrow.

3. Vesting Schedule . Except as provided in Section 4, and subject to Section 5, the Restricted Shares awarded by this Agreement shall vest in the Outside Director according to the vesting schedule set forth in the Notice of Restricted Stock Grant.

4. Committee Discretion . The Committee, in its absolute discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Shares at any time. If so accelerated, such shares shall be considered as having vested as of the date specified by the Committee.

5. Forfeiture . Except as provided in Section 4, and notwithstanding any contrary provision of this Agreement, the balance of the Restricted Shares which have not vested at the time of the Outside Director’s termination of status as a member of the Company’s Board (“Termination of Service”) shall thereupon be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company. The Outside Director hereby appoints the Escrow Agent with full power of substitution, as the Outside Director’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Outside Director to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested shares to the Company upon such Termination of Service.

6. Death of Outside Director . Any distribution or delivery to be made to the Outside Director under this Agreement shall, if the Outside Director is then deceased, be made to the Outside Director’s designated beneficiary, or if no beneficiary survives the Outside Director, to the administrator or executor of the Outside Director’s estate. Any designation of a beneficiary by the Outside Director shall be effective only if such designation is made in a form and manner acceptable to the Committee. Any transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

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7. Rights as Stockholder . Neither the Outside Director nor any person claiming under or through the Outside Director shall have any of the rights or privileges of a stockholder of the Company in respect of any shares deliverable hereunder unless and until certificates representing such shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Outside Director or the Escrow Agent. Except as provided in Section 8, after such issuance, recordation and delivery, the Outside Director shall have all the rights of a stockholder of the Company with respect to voting such shares and receipt of dividends and distributions on such shares.

8. Changes in Stock . In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, or other reorganization, the Company’s shares shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director shall in his or her capacity as owner of unvested Restricted Shares which have been awarded to him or her (the “ Prior Shares ”) be entitled to new or additional or different shares of stock, securities or cash; such new or additional or different shares, securities or cash shall thereupon be considered to be unvested Restricted Shares and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside Director, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan