Exhibit 10.1


DITECH NETWORKS, INC.

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT


Pursuant to the Notice of Grant of Award (“Grant Notice”) and
this Restricted Stock Award Agreement (“Agreement”), Ditech Networks, Inc. (the “Company”) has awarded
you (“Participant”) the right to
acquire shares of Common Stock from the Company pursuant to Section 7(a) of the
Company’s 2006 Equity Incentive Plan (the “Plan”) for
the number of shares indicated in the Grant Notice (collectively, the “Award”).  The Award is granted in exchange for past or
future services to be rendered by you to the Company or an Affiliate.  In the event additional consideration is
required by law so that the Common Stock acquired under this Agreement is
deemed fully paid and nonassessable, the Board shall determine the amount and
character of such additional consideration to be paid.  Defined terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions as in the
Plan.


The details of your Award, in
addition to those set forth in the Grant Notice, are as follows.


1.                                      ACQUISITION
OF SHARES.  By signing the Grant Notice, you
hereby agree to acquire from the Company, and the Company hereby agrees to
issue to you, the aggregate number of shares of Common Stock specified in your
Grant Notice for the consideration set forth in Section 3 and subject to all of
the terms and conditions of the Award and the Plan.  You may not acquire less than the aggregate
number of shares specified in the Grant Notice.


2.                                      CLOSING.  Your acquisition of the shares shall be consummated as follows:


(a)                                  You will acquire the shares by delivering your
Grant Notice, executed by you in the manner required by the Company, to the Corporate Secretary of the Company, or to such other person as the Company may designate, during regular business hours, on
the date that you have executed the Grant Notice (or at such other time
and place as you and the Company may mutually agree upon in writing) (the “Closing Date”) along with any
consideration, other than your past or future services, required to be
delivered by you by law on the Closing Date and such additional documents as the Company may then require.


(b)                                  The Company will
direct the transfer agent for the Company to deliver to the Escrow Agent pursuant to the terms of Section 9 below, the
certificate or certificates evidencing the shares of Common Stock being
acquired by you.  You acknowledge and
agree that any such shares may be held in book entry form directly registered
with the transfer agent or in such other form as the Company may determine.


3.                                      CONSIDERATION.  Unless
otherwise required by law, the shares of Common Stock to be delivered to you on
the Closing Date shall be deemed paid, in whole or in part in exchange for past
and future services to be rendered to the Company or an Affiliate in the amounts and to the extent required by law.












4.                                      VESTING.


(a)                                  The shares will vest as provided in the Vesting
Schedule set forth in your Grant Notice, provided that vesting shall cease upon
the termination of your Continuous Service. Note that if a vesting date falls
on a day that is not a business day, such day shall instead fall on the last
preceding business day.  Notwithstanding
the foregoing, in the event that you are subject to the Company’s Stock Trading By Officers and Directors
policy (or any successor policy) and any shares covered by your Award vest on a
day (the “Original Vest Date”) that
does not occur during a “window period” applicable to you as determined by the
Company in accordance with such policy, then such shares shall not vest on such
Original Vest Date and shall instead vest on the earliest to occur of the
following: (i) the first day of the next “window period” applicable to you
pursuant to such policy; (ii) your Involuntary Termination Without Cause (as
defined in Section 4(b) below) after the Original Vest Date; or (iii) the day
that is sixty (60) days after the Original Vest Date.  Shares acquired by you that have vested in
accordance with the Vesting Schedule set forth in the Grant Notice and this
Section 4(a) or any other provision of the Plan are “Vested
Shares.”  Shares acquired
by you pursuant to this Agreement that are not Vested Shares are “Unvested Shares.”


(b)                                  For purposes of this Agreement, “Involuntary Termination Without Cause”
shall mean the Company’s termination of your Continuous Service unless such
termination was on account of the occurrence of any of the following: (i) your
commission of any felony or any crime involving fraud, dishonesty or moral
turpitude; (ii) your attempted commission of, or participation in, a fraud or
act of dishonesty against the Company or an Affiliate; (iii) your intentional,
material violation of any material contract or agreement between you and the
Company or an Affiliate or any statutory duty owed to the Company or an
Affiliate; (iv) your unauthorized use or disclosure of confidential information
or trade secrets of the Company or an Affiliate; or (v) your gross
misconduct.  The determination
that your Continuous Service was terminated due to an Involuntary Termination
Without Cause shall be made by the Company in its sole discretion.  Any such determination by the Company for the
purposes of this Agreement shall have no effect upon any determination of the
rights or obligations of you or the Company for any other purpose.


5.                                      RIGHT OF REACQUISITION.  The
Company shall simultaneously with the termination of your Continuous Service
automatically reacquire (the “Reacquisition Right”)
for no consideration all of the Unvested Shares, unless the  Company
agrees to waive its Reacquisition Right as to some or all of the Unvested
Shares.  Any such waiver shall be
exercised by the Company by written notice to you or your representative (with
a copy to the Escrow Agent, as defined below) within ninety (90) days after the
termination of your Continuous Service, and the Escrow Agent may then release
to you the number of Unvested Shares not being reacquired by the Company.  If the Company does not waive its reacquisition
right as to all of the Unvested Shares, then upon such termination of your
Continuous Service, the Escrow Agent shall transfer to the Company the number
of Unvested Shares the Company is reacquiring. 
The Reacquisition Right shall expire when all of the shares have become
Vested Shares.



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6.                                      CAPITALIZATION CHANGES.  The
number of shares of Common Stock subject to your Award and referenced in your Grant Notice may be
adjusted from time to time for changes in capitalization pursuant to Section
11(a) of the Plan.


7.                                      CERTAIN CORPORATE TRANSACTIONS.  In the event of a Corporate Transaction as
defined in the Plan, the Reacquisition Right may be assigned by the Company to
the successor of the Company (or such successor’s parent corporation), if any,
in connection with such transaction.  To
the extent the Reacquisition Right remains in effect following such
transaction, it shall apply to the new capital stock or other property received
in exchange for the Common Stock in consummation of the transaction, but only
to the extent the Common Stock was at the time covered by such right.


8.                                      SECURITIES LAW COMPLIANCE.  You may
not be issued any Common Stock under your Award unless the shares of Common
Stock are either (i) then registered under the Securities Act of 1933, as
amended (the “Securities Act”), or (ii) the
Company has determined that such issuance would be exempt from the registration
requirements of the Securities Act.  Your
Award must also comply with other applicable laws and regulations governing the
Award, and you shall not receive such Common Stock if the Company determines
that such receipt would not be in material compliance with such laws and
regulations.


9.                                      ESCROW OF UNVESTED COMMON STOCK.  As security for your faithful
performance of the terms of this Agreement and to insure the availability for
delivery of your Common Stock upon execution of the Reacquisition Right
provided in Section 5, above, you agree to the following “Joint Escrow” and “Joint
Escrow Instructions,” and you and the Company hereby authorize and direct the
Corporate Secretary of the Company or the Corporate Secretary’s designee (“Escrow Agent”) to hold the documents
delivered to Escrow Agent pursuant to the terms of this Agreement and of your
Grant Notice, in accordance with the
following Joint Escrow Instructions:


(a)                                  In
the event you cease your Continuous Service, the Company shall pursuant to the
Reacquisition Right, automatically reacquire for no consideration all Unvested
Shares, as of the date of such termination, unless the Company elects to waive
such right as to some or all of the Unvested Shares.  If the Company (or its assignee) elects to
waive the Reacquisition Right, the Company or its assignee will give you and
Escrow Agent a written notice specifying the number of shares of stock not to
be reacquired. You and the Company hereby irrevocably authorize and direct
Escrow Agent to close the transaction contemplated by such notice as soon as
practicable following the date of termination of service in accordance with the
terms of this Agreement and the notice of waiver, if any.


(b)                                  Vested
Shares shall be delivered to you upon your request given in the manner provided
in Section 19 for providing notice.


(c)                                  At
any closing involving the transfer or delivery of some or all of the property
subject to the Grant Notice and this Agreement, Escrow Agent is directed
(i) to date any stock assignments necessary for the transfer in question,
(ii) to fill in the number of shares being transferred, and (iii) to
deliver same, together with the certificate, if any, evidencing the shares of
Common Stock to be transferred, to you or the Company, as applicable.



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(d)                                  You
irrevocably authorize the Company to deposit with Escrow Agent the
certificates, if any, evidencing shares of Common Stock to be held by Escrow
Agent hereunder and any additions and substitutions to said shares as specified
in this Agreement.  You do hereby
irrevocably constitute and appoint Escrow Agent as your attorney-in-fact and
agent for the term of this escrow to execute with respect to such securities
and other property all documents of assignment and/or transfer and all stock
certificates necessary or appropriate to make all securities negotiable and
complete any transaction herein contemplated.


(e)                                  This
escrow shall terminate upon the expiration or application in full of the
Reacquisition Right, whichever occurs first, and the completion of the tasks
contemplated by these Joint Escrow Instructions.


(f)                                    If
at the time of termination of this escrow, Escrow Agent should have in its
possession any documents, securities, or other property belonging to you,
Escrow Agent shall deliver all of same to you and shall be discharged of all
further obligations hereunder.


(g)                                 Except
as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties
hereunder may be altered, amended, modified, or revoked only by a writing
signed by all of the parties hereto.


(h)                                 Escrow
Agent shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by Escrow Agent to
be genuine and to have been signed or presented by the proper party or parties
or their assignees.  Escrow Agent shall
not be personally liable for any act Escrow Agent may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for you while acting in good
faith and any act done or omitted by Escrow Agent pursuant to the advice of
Escrow Agent’s own attorneys shall be conclusive evidence of such good faith.


(i)                                    Escrow
Agent is hereby expressly authorized to disregard any and all warnings given by
any of the parties hereto or by any other person or corporation, excepting only
orders or process of courts of law, and is hereby expressly authorized to
comply with and obey orders, judgments, or decrees of any court.  In case Escrow Agent obeys or complies with
any such order, judgment, or decree of any court, Escrow Agent shall not be
liable to any of the parties hereto or to any other person, firm, or
corporation by reason of such compliance, notwithstanding any such order,
judgment, or decree being subsequently reversed, modified, annulled, set aside,
vacated, or found to have been entered without jurisdiction.


(j)                                    Escrow
Agent shall not be liable in any respect on account of the identity, authority,
or rights of the parties executing or delivering or purporting to execute or
deliver this Agreement or any documents or papers deposited or called for
hereunder.


(k)                                Escrow
Agent shall not be liable for the outlawing of any rights under any statute of
limitations with respect to these Joint Escrow Instructions or any documents
deposited with Escrow Agent.


(l)                                    Escrow
Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow
Agent shall cease to be the Secretary of the Company or if Escrow Agent



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shall resign by written notice to each party.  In the event of any such termination, the
Company may appoint any officer or assistant officer of the Company or other
person who in the future assumes the position of Secretary for the Company as
successor Escrow Agent and you hereby confirm the appointment of such successor
or successors as your attorney-in-fact and agent to the full extent of such
successor Escrow Agent’s appointment.


(m)                              If
Escrow Agent reasonably requires other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.


(n)                                 It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities, Escrow
Agent is authorized and directed to retain in its possession without liability
to anyone all or any part of said securities until such dispute shall have been
settled either by mutual written agreement of the parties concerned or by a
final order, decree, or judgment of a court of competent jurisdiction after the
time for appeal has expired and no appeal has been perfected, but Escrow Agent
shall be under no duty whatsoever to institute or defend any such proceedings.


(o)                                  By
signing this Agreement below Escrow Agent becomes a party hereto only for the
purpose of said Joint Escrow Instructions in this Section 9; Escrow Agent does
not become a party to any other rights and obligations of this Agreement apart
from those in this Section 9.


(p)                                  Escrow
Agent shall be entitled to employ such legal counsel and other experts as
Escrow Agent may deem necessary properly to advise Escrow Agent in connection
with Escrow Agent’s obligations hereunder. 
Escrow Agent may rely upon the advice of such counsel, and may pay such
counsel reasonable compensation therefor. 
The Company shall be responsible for all fees generated by such legal
counsel in connection with Escrow Agent’s obligations hereunder.


(q)                                  These
Joint Escrow Instructions set forth in this Section 9 shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.  It is understood and
agreed that references to “Escrow Agent” or “Escrow Agent’s” herein refer to
the original Escrow Agent and to any and all successor Escrow Agents.  It is understood and agreed that the Company
may at any time or from time to time assign its rights under the Agreement and
these Joint Escrow Instructions in whole or in part.


10.                               EXECUTION OF DOCUMENTS.  You hereby acknowledge and agree that the
manner selected by the Company by which you indicate your consent to your Grant
Notice is also deemed to be your execution of your Grant Notice and of this
Agreement.  You further agree that such
manner of indicating consent may be relied upon as your signature for
establishing your execution of any documents to be executed in the future in
connection with your Award.


11.                               IRREVOCABLE POWER OF ATTORNEY.  You constitute and appoint the Company’s
Secretary as attorney-in-fact and agent to transfer said Common Stock on the
books of the Company with full power of substitution in the premises, and to
execute with respect to 



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such securities and other property all documents of
assignment and/or transfer and all stock certificates necessary or appropriate
to make all securities negotiable and complete any transaction herein
contemplated.  This is a special power of
attorney coupled with an interest (specifically, the Company’s underlying
security interest in retaining the shares of Common Stock in the event you do
not perform the requisite services for the Company), and is irrevocable and
shall survive your death or legal incapacity. 
This power of attorney is limited to the matters specified in this
Agreement.


12.                               RIGHTS AS STOCKHOLDER.  Subject to the provisions of this Agreement,
you shall have the right to exercise all rights and privileges of a stockholder
of the Company with respect to the shares deposited  in the Joint Escrow. 
You shall be deemed to be the holder of the shares for purposes of
receiving any dividends that may be paid with respect to such shares and for
purposes of exercising any voting rights relating to such shares, even if some
or all of the shares are Unvested Shares.


13.                               TRANSFER RESTRICTIONS.  In addition to any other limitation on
transfer created by applicable securities laws, you shall not sell, assign,
hypothecate, donate, encumber, or otherwise dispose of any interest in the
Common Stock while such shares of Common Stock are Unvested Shares or continue
to be held in the Joint Escrow; provided, however,
that an interest in such shares may be transferred pursuant to a qualified domestic relations order as defined in the
Internal Revenue Code of 1986, as amended (the “Code”)
or Title I of the Employee Retirement Income Security Act.  After any Common Stock has been released from
the Joint Escrow, you shall not sell, assign, hypothecate, donate, encumber, or
otherwise dispose of any interest in the Common Stock except in compliance with
the provisions herein and applicable securities laws.  Notwithstanding the foregoing, by delivering
written notice to the Company, in a form satisfactory to the Company, you may
designate a third party who, in the event of your death, shall thereafter be
entitled to receive any distribution of Common Stock pursuant to this
Agreement.


14.                               NON-TRANSFERABILITY OF THE AWARD.  Your Award (except for Vested Shares issued
pursuant thereto) is not transferable except by will or by the laws of descent
and distribution.  In the event of the
termination of your Continuous Service prior to the Closing Date, the closing
contemplated in this Agreement shall not occur.


15.                               RESTRICTIVE LEGENDS.  The Common Stock issued under your Award
shall be endorsed with appropriate legends, if any, as determined by the
Company.


16.                               AWARD NOT A SERVICE CONTRACT.  Your Award is not an employment or service contract, and
nothing in your Award shall be
deemed to create in any way whatsoever any obligation on your part to continue
in the service of the Company or any Affiliate, or on the part of the
Company or any Affiliate to continue such service.  In addition, nothing in your Award shall obligate the Company or any
Affiliate, their respective stockholders,
boards of directors, or employees to continue any relationship that you might
have as an Employee or Consultant of the Company or any Affiliate.


17.                               WITHHOLDING OBLIGATIONS.  At
the time your Award is granted, or
at any time thereafter as requested by the Company, you hereby authorize withholding from any
amounts



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payable
to you, or otherwise agree to make adequate provision in cash for, any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or any Affiliate, if any, which arise in connection with your Award.  In the Company’s sole discretion, the Company may elect, and you hereby authorize the Company, to withhold Vested Shares in such amounts as
the Company determines are necessary
to satisfy your obligation pursuant to the preceding sentence. Unless the tax
withholding obligations of the Company and/or any Affiliate are satisfied, the
Company shall have no obligation to deliver to you any Common Stock.


18.                               TAX CONSEQUENCES.   You agree to review
with your own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this
Agreement.  You shall rely solely on such
advisors and not on any statements or representations of the Company or any of
its agents.  You understand that you (and
not the Company) shall be responsible for your own tax liability that may arise
as a result of this investment or the transactions contemplated by this Agreement.  You understand that Section 83 of the Code
taxes as ordinary income to you the fair market value of the shares of Common
Stock as of the date any restrictions on the shares lapse (that is, as of the
date on which part or all of the shares vest). 
In this context, “restriction” includes the right of the Company to
reacquire the shares pursuant to its Reacquisition Right.  You understand that you may elect to be taxed
on the fair market value of the shares at the time the shares are acquired
rather than when and as the Company’s Reacquisition Right expires by filing an
election under Section 83(b) of the Code with the Internal Revenue Service
within thirty (30) days after the date you acquire the shares pursuant to your
Award.  YOU ACKNOWLEDGE THAT IT IS YOUR
SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER
CODE SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO
MAKE THE FILING ON YOUR BEHALF.  You
further acknowledge that you are aware that should you file an election under
Section 83(b) of the Code and then subsequently forfeit the shares, you will
not be able to report as a loss the value of any shares forfeited and will not
get a refund of any of the tax paid.


19.                               NOTICES.  Any notice or request
required or permitted hereunder shall be given in writing to each of the other
parties hereto and shall be deemed effectively given on the earlier of (i) the
date of personal delivery, including delivery by express courier, or (ii) the
date that is five (5) days after deposit in the United States mail (whether or
not actually received by the addressee), by registered or certified mail with
postage and fees prepaid, addressed at the following addresses, or at such
other address(es) as a party may designate by ten (10) days’ advance written
notice to each of the other parties hereto:




	
  COMPANY:

  	
  Ditech Networks, Inc.

  
	
   

  	
  Attn: General Counsel

  
	
   

  	
  825 E. Middlefield Road

  
	
   

  	
  Mountain View, CA 94043

  
	
   

  	
   

  
	
  PARTICIPANT:

  	
  Your address as on file with the Company

  
	
   

  	
  at the time notice is given

  
	
   

  	
   

  
	
  ESCROW
  AGENT:

  	
  Ditech Networks, Inc.

  
	
   

  	
  Attn: Corporate Secretary

  
	
   

  	
  825 E. Middlefield Road

  
	
   

  	
  Mountain View, CA 94043

  






 



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20.                               HEADINGS.  The headings of the Sections in this
Agreement are inserted for convenience only and shall not be deemed to
constitute a part of this Agreement or to affect the meaning of this Agreement.


21.                               MISCELLANEOUS.


(a)                                  The
rights and obligations of the Company under your Award shall be transferable by
the Company to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by, the
Company’s successors and assigns.


(b)                                  You
agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or
intent of your Award.


(c)                                  You
acknowledge and agree that you have reviewed your Award in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing and
accepting your Award and fully understand all provisions of your Award.


(d)                                  This
Agreement shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.


(e)                                  All
obligations of the Company under the Plan and this Agreement shall be binding
on any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise,
of all or substantially all of the business and/or assets of the Company.


22.                               GOVERNING PLAN DOCUMENT.  Your Award is subject to all the provisions of the Plan,
the provisions of which are hereby made a part of your Award, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated
and adopted pursuant to the Plan.  In the
event of any conflict between the provisions of your Award and those of the Plan, the provisions of the
Plan shall control.


23.                               COMPLETE AGREEMENT.  You
hereby acknowledge that as of the date of grant of your Award, the Grant
Notice, this Agreement, and the Plan set forth the entire understanding between
you and the Company regarding the acquisition of Common Stock pursuant to this
Award, and supersede all prior oral and written agreements on this subject with
the exception of stock awards previously granted and delivered to you under the
Plan.


24.                               EFFECT ON OTHER
EMPLOYEE BENEFIT PLANS.  The value of the Award subject to this
Agreement shall not be included as compensation, earnings, salaries, or other
similar terms used when calculating benefits under any employee benefit plan
(other than the Plan) sponsored by the Company or any Affiliate except as such
plan otherwise expressly provides.



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The Company expressly
reserves its rights to amend, modify, or terminate any or all of the employee
benefit plans of the Company or any Affiliate.


25.                               CHOICE OF LAW. 
The interpretation, performance and enforcement of this Agreement shall
be governed by the law of the state of California  without regard to such state’s conflicts of laws rules.


26.                               SEVERABILITY. 
If all or any part of this Agreement or the Plan is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any portion of this Agreement or the Plan not
declared to be unlawful or invalid. Any Section of this Agreement (or part of
such a Section) so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful and
valid.


27.                               OTHER DOCUMENTS.  You
hereby acknowledge receipt or the right to receive a document providing the
information required by Rule 428(b)(1) promulgated under the Securities
Act.  In addition, you acknowledge
receipt of the Company’s Insider Trading Policy.


* * * * *


This
Restricted Stock Award Agreement shall be deemed to be signed by the Company
and the Participant upon the signing by the Participant of the Restricted Stock
Grant Notice to which it is attached.



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DITECH NETWORKS, INC.

2006 EQUITY INCENTIVE PLAN