Exhibit 10.2


DITECH NETWORKS, INC.

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT


Pursuant to the Notice of Grant of Award (“Grant Notice”) and
this Restricted Stock Unit Award Agreement (“Agreement”), Ditech Networks, Inc. (the “Company”) has awarded
you a Restricted Stock Unit Award pursuant to Section 7(c) of the Company’s
2006 Equity Incentive Plan (the “Plan”) for the number of Restricted Stock
Units as indicated in the Grant Notice (collectively, the “Award”).  Defined terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions as in the
Plan.  Subject to adjustment and the
terms and conditions as provided herein and in the Plan, each Restricted Stock
Unit shall represent the right to receive one (1) share of Common Stock.


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


1.             NUMBER OF
RESTRICTED STOCK UNITS AND SHARES OF COMMON STOCK.  The number of Restricted Stock Units in your
Award is set forth in the Grant Notice.


(a)           The number of Restricted Stock Units subject to your
Award and the number of shares of Common Stock deliverable with respect to such
Restricted Stock Units may be adjusted from time to time for capitalization
adjustments as described in Section 11(a) of the Plan.  You shall receive no benefit or adjustment to
your Award with respect to any cash dividend or other distribution that does
not result in a capitalization adjustment pursuant to Section 11(a) of the
Plan; provided, however, that this sentence
shall not apply with respect to any shares of Common Stock that are delivered
to you in connection with your Award after such shares have been delivered to
you.


(b)           Any additional
Restricted Stock Units, shares of Common Stock, cash or other property that
becomes subject to the Award pursuant to this Section 1 shall be subject, in a
manner determined by the Board, to the same forfeiture restrictions,
restrictions on transferability, and time and manner of delivery as applicable
to the other Restricted Stock Units and Common Stock covered by your Award.


(c)           Notwithstanding the
provisions of this Section 1, no fractional Restricted Stock Units or rights
for fractional shares of Common Stock shall be created pursuant to this Section
1.  The Board shall, in its discretion,
determine an equivalent benefit for any fractional Restricted Stock Units or
fractional shares that might be created by the adjustments referred to in this
Section 1.


2.             VESTING.


(a)           The Restricted Stock Units shall vest, if at all,
as provided in the Vesting Schedule set forth in your Grant Notice and the
Plan, 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 2(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 2(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.


3.             DISTRIBUTION OF SHARES OF COMMON STOCK.  Subject
to the provisions of this Agreement and the Plan, in the event one or more
Restricted Stock Units vests, the Company shall deliver to you one (1) share of
Common Stock for each Restricted
Stock Unit that vests.  The delivery to
you of the appropriate number of shares of Common Stock shall be made on the
applicable vesting date. The form of such delivery (e.g.,
a stock certificate or electronic entry
evidencing such shares) shall be determined by the Company.


4.             PAYMENT BY YOU.  This
Award was granted in consideration of your services to the Company.  Subject to Section 10 below, except as
otherwise provided in the Grant Notice, you will not be required to make any
payment to the Company (other than your past and future services with the
Company) with respect to your receipt of the Award, vesting of the Restricted
Stock Units, or the delivery of the shares of Common Stock underlying the
Restricted Stock Units.


5.             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, 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.



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


7.             TRANSFER
RESTRICTIONS. 
Prior to the time that shares of Common Stock have been delivered to
you, you may not transfer, pledge, sell or otherwise dispose of the shares in
respect of your Award.  For example, you
may not use shares that may be issued in respect of your Restricted Stock Units
as security for a loan, nor may you transfer, pledge, sell or otherwise dispose
of such shares.  This restriction on
transfer will lapse upon delivery to you of shares in respect of your vested
Restricted Stock Units.  Your Award is
not transferable, except by will or by the laws of descent and
distribution.  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.


8.             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.


9.             UNSECURED OBLIGATION.  Your
Award is unfunded, and even as to any Restricted Stock Units which vest, you
shall be considered an unsecured creditor of the Company with respect to the
Company’s obligation, if any, to issue Common Stock pursuant to this Agreement.  You shall not have voting or any other rights
as a stockholder of the Company with respect to the Common Stock acquired
pursuant to this Agreement until such Common Stock is issued to you pursuant to
Section 3 of this Agreement.   Upon such
issuance, you will obtain full voting and other rights as a stockholder of the
Company with respect to the Common Stock so issued.  Nothing contained in this Agreement, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind or a fiduciary relationship between you and the Company or
any other person.


10.          WITHHOLDING OBLIGATIONS.


(a)           On or before the time you receive a distribution
of Common Stock pursuant to your
Award, or at any time thereafter as requested by the Company, you hereby
authorize any required withholding from the Common Stock issuable to you and
otherwise agree to make adequate provision for any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or
any Affiliate which arise in connection with your Award.


(b)           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.



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(c)           In the event the Company’s obligation to withhold
arises prior to the delivery to you of Common Stock or it is determined after
the delivery of Common Stock to you that the amount of the Company’s
withholding obligation was greater than the amount withheld by the Company, you
agree to indemnify and hold the Company harmless from any failure by the
Company to withhold the proper amount.


11.          NOTICES.  Any
notices provided for in your Award or the Plan shall be given in writing and
shall be deemed effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at  the last address you provided to the Company.


12.          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.


13.          AMENDMENT.  This Agreement may be
amended only by a writing executed by the Company and you which specifically
states that it is amending this Agreement. Notwithstanding the foregoing, this
Agreement may be amended solely by the Company by a writing which specifically
states that it is amending this Agreement, so long as a copy of such amendment
is delivered to you, and provided that no such amendment adversely affecting
your rights hereunder may be made without your written consent. Without
limiting the foregoing, the Company reserves the right to change, by written
notice to you, the provisions of this Agreement in any way it may deem
necessary or advisable to carry out the purpose of the grant as a result of any
change in applicable laws or regulations or any future law, regulation, ruling,
or judicial decision, provided that any such change shall be applicable only to
rights relating to that portion of the Award which is then subject to
restrictions as provided herein.


14.          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 



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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.


15.          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; provided, however, that
Section 3 of this Agreement shall govern the timing of any distribution of
Common Stock under your Award.  The
Company shall have the power to interpret the Plan and this Agreement and to
adopt such rules for the administration, interpretation, and application of the
Plan as are consistent therewith and to interpret or revoke any such rules. All
actions taken and all interpretations and determinations made by the Board
shall be final and binding upon you, the Company, and all other interested
persons. No member of the Board shall be personally liable for any action,
determination, or interpretation made in good faith with respect to the Plan or
this Agreement.


16.          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.


17.          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. 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.


18.          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.


19.          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.


20.          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.


* * * * *



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



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DITECH NETWORKS, INC.

2006 EQUITY INCENTIVE PLAN