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EXHIBIT 4.1




REDLINE NETWORKS, INC.




2000 STOCK PLAN




Amended: March 2, 2005




     1. Purposes of the Plan. The purposes of this Stock Plan are to attract and retain
the best available personnel for positions of substantial responsibility, to provide additional
incentive to Employees, Directors and Consultants and to promote the success of the Company’s
business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant.



     2. Definitions. As used herein, the following definitions shall apply:



          (a) “Administrator” means the Board or any of its Committees as shall be administering
the Plan in accordance with Section 4 hereof.




          (b) “Applicable Laws” means the requirements relating to the administration of stock
option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable
laws of any other country or jurisdiction where Options are granted under the Plan.




          (c) “Board” means the Board of Directors of the Company.




          (d) “Change in Control” means the occurrence of any of the following events:




               (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company’s then outstanding voting securities; or



               (ii) The consummation of the sale or disposition by the Company of all or substantially all of
the Company’s assets; or



               (iii) The consummation of a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or consolidation.



          (e) “Code” means the Internal Revenue Code of 1986, as amended.




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          (f) “Committee” means a committee of Directors appointed by the Board in accordance
with Section 4 hereof.




          (g) “Common Stock” means the Common Stock of the Company.




          (h) “Company” means Redline Networks, Inc., a California corporation.




          (i) “Consultant” means any natural person who is engaged by the Company or any Parent
or Subsidiary to render consulting or advisory services to such entity and who satisfies the
requirements of subsection (c)(1) of Rule 701 under the Securities Act of 1933, as amended.




          (j) “Director” means a member of the Board.




          (k) “Disability” means total and permanent disability as defined in Section 22(e)(3)
of the Code.




          (l) “Employee” means any person, including officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For
purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not so guaranteed, then three (3)
months following the 91st day of such leave, any Incentive Stock Option held by the
Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax
purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director’s
fee by the Company shall be sufficient to constitute “employment” by the Company.




          (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (n) “Fair Market Value” means, as of any date, the value of Common Stock determined as
follows:




               (i) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of
The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such exchange or system on the day of
determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable;



               (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked
prices for the Common Stock on the day of determination; or



               (iii) In the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Administrator.



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          (o) “Incentive Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code.




          (p) “Nonstatutory Stock Option” means an Option not intended to qualify as an
Incentive Stock Option.




          (q) “Option” means a stock option granted pursuant to the Plan.




          (r) “Option Agreement” means a written or electronic agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant. The Option
Agreement is subject to the terms and conditions of the Plan.




          (s) “Optioned Stock” means the Common Stock subject to an Option.




          (t) “Optionee” means the holder of an outstanding Option granted under the Plan.




          (u) “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code.




          (v) “Plan” means this 2000 Stock Plan.




          (w) “Service Provider” means an Employee, Director or Consultant.




          (x) “Share” means a share of the Common Stock, as adjusted in accordance with Section
12 below.




          (y) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,
as defined in Section 424(f) of the Code.




     3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan,
the maximum aggregate number of Shares that may be subject to option and sold under the Plan is
21,920,704 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.



          If an Option expires or becomes unexercisable without having been exercised in full, the
unpurchased Shares which were subject thereto shall become available for future grant or sale under
the Plan (unless the Plan has terminated). However, Shares that have actually been issued under
the Plan, upon exercise of an Option, shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if Shares of restricted stock issued
pursuant to an Option are repurchased by the Company at their original purchase price, such Shares
shall become available for future grant under the Plan.




     4. Administration of the Plan.



          (a) Administrator. The Plan shall be administered by the Board or a Committee
appointed by the Board, which Committee shall be constituted to comply with Applicable Laws.




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          (b) Powers of the Administrator. Subject to the provisions of the Plan and, in the
case of a Committee, the specific duties delegated by the Board to such Committee, and subject to
the approval of any relevant authorities, the Administrator shall have the authority in its
discretion:




               (i) to determine Fair Market Value;



               (ii) to select the Service Providers to whom Options may from time to time be granted
hereunder;



               (iii) to determine the number of Shares to be covered by each such Option granted hereunder;



               (iv) to approve forms of agreement for use under the Plan;



               (v) to determine the terms and conditions of any Option granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or times when Options may
be exercised (which may be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option or the Common Stock
relating thereto, based in each case on such factors as the Administrator, in its sole discretion,
shall determine;



               (vi) to prescribe, amend and rescind rules and regulations relating to the Plan, including
rules and regulations relating to sub-plans established for the purpose of satisfying applicable
foreign laws;



               (vii) to allow Optionees to satisfy withholding tax obligations by electing to have the
Company withhold from the Shares to be issued upon exercise of an Option that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market
Value of the Shares to be withheld shall be determined on the date that the amount of tax to be
withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose
shall be made in such form and under such conditions as the Administrator may deem necessary or
advisable; and



               (viii) to construe and interpret the terms of the Plan and Options granted pursuant to the
Plan.



          (c) Effect of Administrator’s Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Optionees.




     5. Eligibility. Nonstatutory Stock Options may be granted to Service Providers.
Incentive Stock Options may be granted only to Employees.



     6. Limitations.



          (a) Incentive Stock Option Limit. Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares




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with respect to which Incentive Stock Options are exercisable for the first time by the
Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary)
exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of
this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they
were granted. The Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.




          (b) At-Will Employment. Neither the Plan nor any Option shall confer upon any
Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider
with the Company, nor shall it interfere in any way with his or her right or the Company’s right to
terminate such relationship at any time, with or without cause, and with or without notice.




     7. Term of Plan. Subject to shareholder approval in accordance with Section 18, the
Plan shall become effective upon its adoption by the Board. Unless sooner terminated under Section
14, it shall continue in effect for a term of ten (10) years from the later of (i) the effective
date of the Plan, or (ii) the date of the most recent Board approval of an increase in the number
of shares reserved for issuance under the Plan.



     8. Term of Option. The term of each Option shall be stated in the Option Agreement;
provided, however, that the term shall be no more than ten (10) years from the date of grant
thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the
Option is granted, owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five
(5) years from the date of grant or such shorter term as may be provided in the Option Agreement.



     9. Option Exercise Price and Consideration.



          (a) Exercise Price. The per share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the Administrator, but shall be
subject to the following:




               (i) In the case of an Incentive Stock Option



                    (1) granted to an Employee who, at the time of grant of such Option, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per
Share on the date of grant.



                    (2) granted to any other Employee, the per Share exercise price shall be no less than 100% of
the Fair Market Value per Share on the date of grant.



               (ii) In the case of a Nonstatutory Stock Option



                    (1) granted to a Service Provider who, at the time of grant of such Option, owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of the Company
or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value
per Share on the date of grant.



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                    (2) granted to any other Service Provider, the per Share exercise price shall be no less than
85% of the Fair Market Value per Share on the date of grant.



               (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price
other than as required above pursuant to a merger or other corporate transaction.



          (b) Forms of Consideration. The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined by the
Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of
grant). Such consideration may consist of, without limitation, (1) cash, (2) check, (3)
promissory note, (4) other Shares, provided Shares acquired directly from the Company (x) have been
owned by the Optionee for more than six (6) months on the date of surrender, and (y) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to
which such Option shall be exercised, (5) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan, or (6) any combination of
the foregoing methods of payment. In making its determination as to the type of consideration to
accept, the Administrator shall consider if acceptance of such consideration may be reasonably
expected to benefit the Company. Notwithstanding the foregoing, the Administrator may permit an
Optionee to exercise his or her Option by delivery of a full-recourse promissory note secured by
the purchased Shares. The terms of such promissory note shall be determined by the Administrator
in its sole discretion.




     10. Exercise of Option.



          (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder
shall be exercisable according to the terms hereof at such times and under such conditions as
determined by the Administrator and set forth in the Option Agreement. Except in the case of
Options granted to officers, Directors and Consultants, Options shall become exercisable at a rate
of no less than 20% per year over five (5) years from the date the Options are granted. Unless the
Administrator provides otherwise, vesting of Options granted hereunder to officers and Directors
shall be suspended during any unpaid leave of absence. An Option may not be exercised for a
fraction of a Share.




                    An Option shall be deemed exercised when the Company receives (i) written or electronic notice
of exercise (in accordance with the Option Agreement) from the person entitled to exercise the
Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be
issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee
and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the Shares are issued, except as provided in
Section 12 of the Plan.



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                    Exercise of an Option in any manner shall result in a decrease in the number of Shares
thereafter available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.



          (b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a
Service Provider, such Optionee may exercise his or her Option within thirty (30) days of
termination, or such longer period of time as specified in the Option Agreement, to the extent that
the Option is vested on the date of termination (but in no event later than the expiration of the
term of the Option as set forth in the Option Agreement). If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion
of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his
or her Option within the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.




          (c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a
result of the Optionee’s Disability, the Optionee may exercise his or her Option within six (6)
months of termination, or such longer period of time as specified in the Option Agreement, to the
extent the Option is vested on the date of termination (but in no event later than the expiration
of the term of such Option as set forth in the Option Agreement). If, on the date of termination,
the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.




          (d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may
be exercised within six (6) months following Optionee’s death, or such longer period of time as
specified in the Option Agreement, to the extent that the Option is vested on the date of death
(but in no event later than the expiration of the term of such Option as set forth in the Option
Agreement) by the Optionee’s designated beneficiary, provided such beneficiary has been designated
prior to Optionee’s death in a form acceptable to the Administrator. If no such beneficiary has
been designated by the Optionee, then such Option may be exercised by the personal representative
of the Optionee’s estate or by the person(s) to whom the Option is transferred pursuant to the
Optionee’s will or in accordance with the laws of descent and distribution. If, at the time of
death, the Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall immediately revert to the Plan. If the Option is not so
exercised within the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.




     11. Limited Transferability of Options. Unless determined otherwise by the
Administrator, Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or the laws of descent and distribution, and may be exercised
during the lifetime of the Optionee, only by the Optionee. If the Administrator in its sole
discretion makes an Option transferable, such Option may only be transferred by (i) will, (ii) the
laws of descent and distribution, (iii) instrument to an inter vivos or testamentary trust in which
the Option is to be passed to beneficiaries upon the death of the Optionee, or (iv) gift to a
member of Optionee’s immediate family (as such term is defined in Rule 16a-1(e) of the Exchange
Act). In addition, any



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transferable Option shall contain additional terms and conditions as the Administrator deems
appropriate.



     12. Adjustments Upon Changes in Capitalization, Merger or Change in Control.



          (a) Changes in Capitalization. Subject to any required action by the shareholders of
the Company, the number and type of Shares which have been authorized for issuance under the Plan
but as to which no Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, and the number and type of Shares covered by each
outstanding Option, as well as the price per Share covered by each such outstanding Option, shall
be proportionately adjusted for any increase or decrease in the number or type of issued Shares
resulting from a stock split, reverse stock split, stock dividend, combination or reclassification
of the Common Stock, or any other increase or decrease in the number of issued shares of Common
Stock effected without receipt of consideration by the Company. The conversion of any convertible
securities of the Company shall not be deemed to have been “effected without receipt of
consideration.” Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number,
type or price of Shares subject to an Option.




          (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable
prior to the effective date of such proposed transaction. The Administrator in its discretion may
provide for an Optionee to have the right to exercise his or her Option until fifteen (15) days
prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to
which the Option would not otherwise be exercisable. In addition, the Administrator may provide
that any Company repurchase option applicable to any Shares purchased upon exercise of an Option
shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at
the time and in the manner contemplated. To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed action.




          (c) Merger or Change in Control. In the event of a merger of the Company with or into
another corporation, or a Change in Control, each outstanding Option shall be assumed or an
equivalent option substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. If, in such event, the Option is not assumed or substituted, the Option
shall terminate as of the date of the closing of the merger or Change in Control. For the purposes
of this paragraph, the Option shall be considered assumed if, following the merger or Change in
Control, the Option confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option immediately prior to the merger or Change in Control, the consideration
(whether stock, cash, or other securities or property) received in the merger or Change in Control
by holders of Common Stock for each Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration chosen by the holders of
a majority of the outstanding Shares); provided, however, that if such consideration received in
the merger or Change in Control is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor corporation, provide for the
consideration to be received upon




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the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be
solely common stock of the successor corporation or its Parent equal in fair market value to the
per share consideration received by holders of Stock in the merger or Change in Control.




     13. Time of Granting Options. The date of grant of an Option shall, for all purposes,
be the date on which the Administrator makes the determination granting such Option, or such later
date as is determined by the Administrator. Notice of the determination shall be given to each
Service Provider to whom an Option is so granted within a reasonable time after the date of such
grant.



     14. Amendment and Termination of the Plan.



          (a) Amendment and Termination. The Board may at any time amend, alter, suspend or
terminate the Plan.




          (b) Shareholder Approval. The Board shall obtain shareholder approval of any Plan
amendment to the extent necessary and desirable to comply with Applicable Laws.




          (c) Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company. Termination of the Plan shall not affect the Administrator’s ability to
exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to
the date of such termination.




     15. Conditions Upon Issuance of Shares.



          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an
Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply
with Applicable Laws and shall be further subject to the approval of counsel for the Company with
respect to such compliance.




          (b) Investment Representations. As a condition to the exercise of an Option, the
Administrator may require the person exercising such Option to represent and warrant at the time of
any such exercise that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.




     16. Inability to Obtain Authority. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.



     17. Reservation of Shares. The Company, during the term of this Plan, shall at all
times reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.



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     18. Shareholder Approval. The Plan shall be subject to approval by the shareholders
of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder
approval shall be obtained in the degree and manner required under Applicable Laws.



     19. Information to Optionees. The Company shall provide to each Optionee and to each
individual who acquires Shares pursuant to the Plan, not less frequently than annually during the
period such Optionee has one or more Options outstanding, and, in the case of an individual who
acquires Shares pursuant to the Plan, during the period such individual owns such Shares, copies of
annual financial statements. The Company shall not be required to provide such statements to key
employees whose duties in connection with the Company assure their access to equivalent
information.




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APPENDIX A




Terms and Conditions for French Option Grants




(added to Plan December 19, 2001)




     The following terms and conditions will apply in the case of Option grants to French residents
and to those individuals who are otherwise subject to the laws of France.



     1. Definitions. As used herein, the following definitions will apply:



          (a) “Applicable Laws” means the legal requirements relating to the administration of
stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and
French corporate, securities, labor and tax laws.




          (b) “Employee” means (i) any person employed by the Company or a Subsidiary in a
salaried position within the meaning Applicable Laws, who does not own more than 10% of the voting
power of all classes of stock of the Company, or any Parent or Subsidiary, and who is a resident of
the Republic of France or (ii) any person employed by the Company or a Subsidiary who is a resident
of the Republic of France for tax purposes or who performs his or her duties in France and is
subject to French income social security contributions on his or her remuneration.




          (c) “Fair Market Value” means, as of any date, the dollar value of Common Stock
determined as follows:




               (i) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market of the Nasdaq Stock Market, its
Fair Market Value will be the average quotation price for the last 20 days preceding the date of
determination for such stock (or the average closing bid for such 20 day period, if no sales were
reported) as quoted on such exchange or system and reported in The Wall Street Journal or such
other source as the Administrator deems reliable;



               (ii) If the Common Stock is quoted on the Nasdaq Stock market (but not on the Nasdaq National
Market thereof) or regularly quoted by a recognized securities dealer but selling prices are not
reported, its Fair Market Value will be the mean between the high bid and low asked prices for the
Common Stock for the last 20 days preceding the date of determination; or



               (iii) In the absence of an established market for the Common Stock, the Fair Market Value
thereof will be determined in good faith by the Administrator.



          (d) “Subsidiary” means any participating subsidiary of the Company located in the
Republic of France and that falls within the definition of “subsidiary” within the meaning of
Section L. 225-180 paragraph 1 of the French commercial code.




 









 








          (e) “Termination” means if the Optionee is an Employee, the last day of any statutory
or contractual notice period whether worked or not (provided, only the employer, and not the
Optionee, may decide whether the Optionee works during the notice period) and irrespective of
whether the termination of the employment agreement is due to resignation or dismissal of the
Employee for any reason whatsoever; if the Optionee is a corporate officer as defined in Section 2
of this Appendix A, Termination means the date on which he or she effectively leaves his or her
position as a corporate officer for any reason whatsoever.




     2. Eligibility. Options granted pursuant to this Appendix A may be granted only to
Employees, the Président du conseil d’administration, the membres du directoire, the Directeur
général, the directeurs généraux délégués, the Gérant of a company with capital divided by shares;
provided, however, that the administrateurs and the membres du conseil de surveillance who are also
Employees of the Subsidiary in accordance with a valid employment agreement pursuant to Applicable
Laws may be granted Options hereunder. For the purpose of this Appendix A, when applicable, the
rules set forth for an Employee shall be applicable to the aforementioned corporate officers.



     3. Stock Subject to the Plan. The total number of Options outstanding which may be
exercised for newly issued Shares may at no time exceed that number equal to one-third of the
Company’s voting stock, whether preferred stock of the Company or Common Stock. If any Optioned
Stock is to consist of reacquired Shares, such Optioned Stock must be purchased by the Company, in
the limit of 10% of its share capital, prior to the date of the grant of the corresponding new
Option and must be reserved and set aside for such purposes. In addition, the new Option must be
granted within one (1) year of the acquisition of the Shares underlying such new Option.



     4. Limitations Upon Granting of Options.



          (a) Declaration of Dividend; Capital Increase. To the extent applicable to the
Company, Options cannot be granted during the 20 trading days from (i) the date the Common Stock is
trading on an ex-dividend basis or (ii) a capital increase.




          (b) Non-Public Information. To the extent applicable to the Company, the Company
shall not grant Options during the closed periods required under Section L 225-177 of the French
Commercial Code. As a result, notwithstanding any other provision of the Plan, Options cannot be
granted:




               (i) during the ten (10) trading days preceding and following the date on which the
consolidated accounts, or, if unavailable, the annual accounts, are made public;



               (ii) during the period between the date on which the Company’s governing bodies (i.e., the
Administrator) become aware of information which, if made public, could have a material impact on
the price of the Shares, and the date ten (10) trading days after such information is made public.



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     (c) Right to Employment. Neither the Plan nor any Option shall confer upon any
Optionee any right with respect to continuing the Optionee’s employment relationship with the
Company or any Subsidiary.



     5. Exercise Price. The exercise price for the Shares to be issued pursuant to
exercise of an Option will be determined by the Administrator upon the date of grant of the Option
and stated in the Option Agreement, but in no event will be lower than the higher of (i) eighty
percent (80%) of the Fair Market Value on the date the Option is granted or of the average purchase
price of these Shares by the Company, or (ii) the exercise price as determined under Section 8(a)
of the Plan. The exercise price cannot be modified while the Option is outstanding, except as
required by Applicable Laws.



     6. Term of Option. The term of each Option shall be as stated in the Option
Agreement; provided, however, that the maximum term of an Option shall not exceed ten (10) years
from the date of grant of the Option.



     7. Exercise of Option; Restriction on Sale.



          (a) Except as otherwise explicitly set forth in the Option Agreement, Options granted
hereunder may be not be exercised within one (1) year of the date the Option is granted (the
“Initial Exercise Date”) whether or not the Option has vested prior to such time; provided,
however, that the Initial Exercise Date will be automatically adjusted to conform with any changes
under Applicable Laws so that the length of time from the date of grant to the Initial Exercise
Date when added to the length of time in which Shares may not be disposed of after the Initial
Exercise Date as provided in Section 7(b) below, will allow for favorable tax and social security
treatment under Applicable Laws. Thereafter, Options may be exercised to the extent they have
vested. Options granted hereunder will vest as the Administrator determines, subject to Section
10(a) of the Plan.




               An Option will be deemed exercised when the Company receives: (i) written or electronic notice
of exercise (in accordance with the Option Agreement) from the person entitled to exercise the
Option, and (ii) full payment for the Shares with respect to which the Option is exercised together
with any applicable withholding taxes and social security contributions. Full payment may consist
of any consideration and method of payment authorized by the Administrator and permitted by the
Option Agreement and the Plan. Until the Shares are issued (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a stockholder will exist with respect to the
Shares, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued)
such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.



          (b) The Shares subject to an Option may not be transferred, assigned or hypothecated in any
manner otherwise than by will or by the laws of descent or distribution before the date three (3)
years from the Initial Exercise Date, except for any events provided for in Article 91 ter of Annex
II to the French tax code; provided, however, that the duration of this restriction on sale will be
automatically adjusted to conform with any changes to the holding period




- 3 -









 








required for favorable tax and social security treatment under Applicable Laws to the extent permitted
under Applicable Laws.




          (c) Termination of Employment Relationship. Upon Termination of an Optionee’s status
as an Employee (other than upon the Optionee’s death or Disability), the Optionee may exercise his
or her Option, but only within thirty (30) days from the date of such Termination, and only to the
extent that the Optionee was entitled to exercise it at the date of Termination (but in no event
later than the expiration of the term of such Option as set forth in the Option Agreement). If, at
the date of Termination, the Optionee is not entitled to exercise his or her entire Option, the
Shares covered by the unexercisable portion of the Option shall revert to the Plan. If, after
Termination, the Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.




          (d) Disability of Optionee. Upon Termination of an Optionee’s status as an Employee
terminates as a result of the Optionee’s Disability, the Optionee may exercise his or her Option at
any time within six (6) months from the date of such Termination, but only to the extent that the
Optionee was entitled to exercise it at the date of such Termination (but in no event later than
the expiration of the term of such Option as set forth in the Option Agreement). If, at the date
of Termination, the Optionee is not entitled to exercise his or her entire Option, the Shares
covered by the unexercisable portion of the Option shall revert to the Plan. If, after
Termination, the Optionee does not exercise his or her Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to the Plan.




          (e) Death of Optionee. In the event of the death of an Optionee while an Employee,
the Option may be exercised at any time within six (6) months following the date of death by the
Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that the Optionee was entitled to exercise the Option at the
date of death. If, at the time of death, the Optionee was not entitled to exercise his or her
entire Option, the Shares covered by the unexercisable portion of the Option shall revert to the
Plan. If, after death, the Optionee’s estate or a person who acquired the right to exercise the
Option by bequest or inheritance does not exercise the Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall immediately revert to the Plan.




     8. Non-Transferability of Options. An Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the Optionee, only by the
Optionee.



     9. Changes in Capitalization. If any adjustment provided for in Section 12(a) of the
Plan to the exercise price and the number of shares of Common Stock covered by outstanding Options
would violate Applicable Laws in such a way to jeopardize the favorable tax and social security
treatment of this Plan together with this Appendix A and the Options granted thereunder, then no
such adjustment will be made prior to the exercise of any such outstanding Option.



     10. Information Statements to Optionees. The Company or its French Parent or
Subsidiary, as required under Applicable Laws, will provide to each Optionee, with copies to the



- 4 -









 







appropriate governmental entities, such statements of information as required by the
Applicable Laws.



     11. Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan will impair the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company. Any favorable amendments or alterations are automatically deemed to be
approved by Optionee. Termination of the Plan will not affect the Administrator’s ability to
exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to
the date of such termination.



     12. Reporting to the Shareholders’ Meeting. The Subsidiary of the Company, if
required under Applicable Laws, will provide its shareholders with an annual report with respect to
Options granted and/or exercised by its Employees in the financial year.




- 5 -










 






REDLINE NETWORKS, INC.




2000 STOCK PLAN




STOCK OPTION AGREEMENT




     Unless otherwise defined herein, the terms defined in the 2000 Stock Plan shall have the same
defined meanings in this Stock Option Agreement.



I. NOTICE OF STOCK OPTION GRANT




     Name:



     Address:



     The undersigned Optionee has been granted an Option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as follows:



	 	 	 	 	 	 	 	 	 
	

	 	Grant No.	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Date of Grant	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Vesting Commencement Date	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Exercise Price per Share
	 	$     	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Total Number of Shares Granted	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Total Exercise Price
	 	$     	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Type of Option:
	 	 	 	Incentive Stock Option	 	 
	

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Nonstatutory Stock Option
	 	 
	

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Term/Expiration Date:	 	 	 	 	 	 
	 	 	 	 	 	 	 





     Vesting Schedule:



     This Option shall be exercisable, in whole or in part, according to the following vesting
schedule:



     25% of the Shares subject to the Option shall vest twelve months after the Vesting
Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter on
the same day of the month as the Vesting Commencement Date, subject to Optionee continuing to be a
Service Provider on such dates.



 









 





     Notwithstanding the foregoing and anything contrary in the Plan, to the extent the successor
corporation in a merger or Change in Control refuses to assume or substitute for this Option, then
the Optionee shall fully vest in and have the right to exercise this Option as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If
this Option becomes fully vested and exercisable in lieu of assumption or substitution in the event
of a merger or Change in Control, the Administrator shall notify the Optionee in writing or
electronically that this Option shall be fully exercisable for a period of fifteen (15) days from
the date of such notice, and this Option shall terminate upon the expiration of such period.



     Termination Period:



     This Option shall be exercisable for three months after Optionee ceases to be a Service
Provider. Upon Optionee’s death or Disability, this Option may be exercised for one year after
Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after the
Term/Expiration Date as provided above.



II. AGREEMENT




     1. Grant of Option. The Plan Administrator of the Company hereby grants to the
Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the
number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the
Notice of Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which
is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and this Option Agreement, the terms and
conditions of the Plan shall prevail.



          If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.
Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option
shall be treated as a Nonstatutory Stock Option (“NSO”).



     2. Exercise of Option.



          (a) Right to Exercise. This Option shall be exercisable during its term in accordance
with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the
Plan and this Option Agreement.



          (b) Method of Exercise. This Option shall be exercisable by delivery of an exercise
notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the
election to exercise the Option, the number of Shares with respect to which the Option is being
exercised, and such other representations and agreements as may be required by the Company. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by the aggregate Exercise Price.



-2-









 





          No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such
exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares
shall be considered transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.



     3. Optionee’s Representations. In the event the Shares have not been registered under
the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall,
if required by the Company, concurrently with the exercise of all or any portion of this Option,
deliver to the Company his or her Investment Representation Statement in the form attached hereto
as Exhibit B.



     4. Lock-Up Period. Optionee hereby agrees that Optionee shall not offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any Common Stock (or other securities) of the Company or enter into any
swap, hedging or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any Common Stock (or other securities) of the Company held by
Optionee (other than those included in the registration) for a period specified by the
representative of the underwriters of Common Stock (or other securities) of the Company not to
exceed one hundred eighty (180) days following the effective date of a registration statement of
the Company filed under the Securities Act; provided that:



          (a) such agreement shall apply only to the first public offering of the Company’s Common Stock
subject to a firm underwriting commitment;



          (b) such agreement shall not apply to any shares of Common Stock (or other securities)
purchased in such public offering or purchased in the open market following such public offering;
and



          (c) all officers and directors of the Company who hold capital stock of the Company and other
stockholders who own at least 1% of the Company’s Common Stock (on a fully-diluted basis) enter
into similar agreements.



          Optionee agrees to execute and deliver such other agreements as may be reasonably requested by
the Company or the underwriter which are consistent with the foregoing or which are necessary to
give further effect thereto. In addition, if requested by the Company or the representative of the
underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within
ten (10) days of such request, such information as may be required by the Company or such
representative in connection with the completion of any public offering of the Company’s securities
pursuant to a registration statement filed under the Securities Act. The obligations described in
this Section shall not apply to a registration relating solely to employee benefit plans on Form
S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating
solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in
the future. The Company may impose stop-transfer instructions with respect to the shares of Common
Stock (or other securities) subject to the foregoing restriction until the end



-3-









 







of said one hundred eighty (180) day period. Optionee agrees that any transferee of any
Option shall be bound by this Section.



     5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:



          (a) cash or check;



          (b) consideration received by the Company under a formal cashless exercise program adopted by
the Company in connection with the Plan; or



          (c) surrender of other Shares which, (i) in the case of Shares acquired from the Company,
either directly or indirectly, have been owned by the Optionee for more than six (6) months on the
date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the
aggregate Exercise Price of the Exercised Shares.



     6. Restrictions on Exercise. This Option may not be exercised until such time as the
Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would constitute a
violation of any Applicable Law.



     7. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the Optionee.



     8. Term of Option. This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with the Plan and the
terms of this Option.



     9. Tax Obligations.



          (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the
Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all
Federal, state, local and foreign income and employment tax withholding requirements applicable to
the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of
exercise.



          (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to
Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of
Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify
the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income
tax withholding by the Company on the compensation income recognized by the Optionee.



-4-









 





     10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference.
The Plan and this Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee’s interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws but not the choice of law
rules of California.



     11. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION
OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE
COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.



     Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising under the Plan or
this Option. Optionee further agrees to notify the Company upon any change in the residence
address indicated below.



	 	 	 
	OPTIONEE

	 	REDLINE NETWORKS, INC.
	 
	 	 
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 
	 	 
	 

	 	 
	Print Name

	 	Title
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Residence Address
	 	 







-5-









 








EXHIBIT A




2000 STOCK PLAN




EXERCISE NOTICE




Redline Networks, Inc.

655 Campbell Technology Pkwy., Suite 250

Campbell CA 95008



Attention: Secretary of Redline Networks, Inc.




     1. Exercise of Option. Effective as of today,                     ,      , the undersigned
(“Optionee”) hereby elects to exercise Optionee’s option to purchase                      shares of the Common
Stock (the “Shares”) of Redline Networks, Inc. (the “Company”) under and pursuant to the 2000 Stock
Plan (the “Plan”) and the Stock Option Agreement dated                     ,       (the “Option
Agreement”).



     2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase
price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in
connection with the exercise of the Option.



     3. Representations of Optionee. Optionee acknowledges that Optionee has received,
read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their
terms and conditions.



     4. Rights as Shareholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall
be issued to the Optionee as soon as practicable after the Option is exercised in accordance with
the Option Agreement. No adjustment shall be made for a dividend or other right for which the
record date is prior to the date of issuance except as provided in Section 12 of the Plan.



     5. Company’s Right of First Refusal. Before any Shares held by Optionee or any
transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise
transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall
have a right of first refusal to purchase the Shares on the terms and conditions set forth in this
Section (the “Right of First Refusal”).



          (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or
otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee
(“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee;
and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer
the



 









 







Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to
the Company or its assignee(s).



          (b) Exercise of Right of First Refusal. At any time within thirty (30) days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the
Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to
any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection (c) below.



          (c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by
the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price
includes consideration other than cash, the cash equivalent value of the non-cash consideration
shall be determined by the Board of Directors of the Company in good faith.



          (d) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of
the Notice or in the manner and at the times set forth in the Notice.



          (e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other
transfer is consummated within 120 days after the date of the Notice, that any such sale or other
transfer is effected in accordance with any applicable securities laws and that the Proposed
Transferee agrees in writing that the provisions of this Section shall continue to apply to the
Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, a new Notice shall be given to the
Company, and the Company and/or its assignees shall again be offered the Right of First Refusal
before any Shares held by the Holder may be sold or otherwise transferred.



          (f) Exception for Certain Family Transfers. Anything to the contrary contained in
this Section notwithstanding, the transfer of any or all of the Shares during the Optionee’s
lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a
trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of
this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or other recipient
shall receive and hold the Shares so transferred subject to the provisions of this Section, and
there shall be no further transfer of such Shares except in accordance with the terms of this
Section.



          (g) Termination of Right of First Refusal. The Right of First Refusal shall terminate
as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to



-2-









 







the
general public, or (ii) a Change in Control in which the successor corporation has equity
securities that are publicly traded.



     6. Tax Consultation. Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents
that Optionee has consulted with any tax consultants Optionee deems advisable in connection with
the purchase or disposition of the Shares and that Optionee is not relying on the Company for any
tax advice.



     7. Restrictive Legends and Stop-Transfer Orders.



          (a) Legends. Optionee understands and agrees that the Company shall cause the legends
set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s)
evidencing ownership of the Shares together with any other legends that may be required by the
Company or by state or federal securities laws:




THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.




THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET
FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH
TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE
SHARES.



          (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with
the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.



          (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or
pay dividends to any purchaser or other transferee to whom such Shares shall have been so
transferred.



-3-









 





     8. Successors and Assigns. The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the
benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth,
this Exercise Notice shall be binding upon Optionee and his or her heirs, executors,
administrators, successors and assigns.



     9. Interpretation. Any dispute regarding the interpretation of this Exercise Notice
shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review
such dispute at its next regular meeting. The resolution of such a dispute by the Administrator
shall be final and binding on all parties.



     10. Governing Law; Severability. This Exercise Notice is governed by the internal
substantive laws but not the choice of law rules, of California.



     11. Entire Agreement. The Plan and Option Agreement are incorporated herein by
reference. This Exercise Notice, the Plan, the Option Agreement and the Investment Representation
Statement constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee.



	 	 	 
	Submitted by:

	 	Accepted by:
	 
	 	 
	OPTIONEE

	 	REDLINE NETWORKS, INC.
	 
	 	 
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 
	 	 
	 

	 	 
	Print Name

	 	Title
	 
	 	 
	Address:

	 	Address:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	

	 	 
	

	 	Date Received






-4-









 






EXHIBIT B




INVESTMENT REPRESENTATION STATEMENT




	 	 	 
	OPTIONEE:
	 	 
	 
	 	 
	COMPANY:

	 	REDLINE NETWORKS, INC.
	 
	 	 
	SECURITY:

	 	COMMON STOCK
	 
	 	 
	AMOUNT:
	 	 
	 
	 	 
	DATE:
	 	 






     In connection with the purchase of the above-listed Securities, the undersigned Optionee
represents to the Company the following:



     (a) Optionee is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision
to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s
own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).



     (b) Optionee acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the Securities Act in
reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee
understands that, in the view of the Securities and Exchange Commission, the statutory basis for
such exemption may be unavailable if Optionee’s representation was predicated solely upon a present
intention to hold these Securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one year or any other fixed period in the future. Optionee further
understands that the Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Optionee further
acknowledges and understands that the Company is under no obligation to register the Securities.
Optionee understands that the certificate evidencing the Securities will be imprinted with any
legend required under applicable state securities laws.



     (c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under
the Securities Act, which, in substance, permit limited public resale of “restricted securities”
acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the
satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701
at the time of the grant of the Option to the Optionee, the exercise will be exempt from
registration under



 









 







the Securities Act. In the event the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such
longer period as any market stand-off agreement may require) the Securities exempt under Rule 701
may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited “broker’s transaction” or
in transactions directly with a market maker (as said term is defined under the Securities Exchange
Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information
about the Company, (3) the amount of Securities being sold during any three month period not
exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if
applicable.



     In the event that the Company does not qualify under Rule 701 at the time of grant of the
Option, then the Securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires the resale to occur not less than one year after the later
of the date the Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the
Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than
two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the
paragraph immediately above.



     (d) Optionee further understands that in the event all of the applicable requirements of Rule
701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A,
or some other registration exemption will be required; and that, notwithstanding the fact that
Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has
expressed its opinion that persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden
of proof in establishing that an exemption from registration is available for such offers or sales,
and that such persons and their respective brokers who participate in such transactions do so at
their own risk. Optionee understands that no assurances can be given that any such other
registration exemption will be available in such event.



	 	 	 	 	 	 	 	 	 
	 	 	Signature of Optionee:
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	Date:
	 	 	 	,	 	 
	

	 	 	 	 
	 	 	 	 






-2-





 










 






REDLINE NETWORKS, INC.




2000 STOCK PLAN




STOCK OPTION AGREEMENT — EARLY EXERCISE




     Unless otherwise defined herein, the terms defined in the 2000 Stock Plan shall have the same
defined meanings in this Stock Option Agreement.



I. NOTICE OF STOCK OPTION GRANT




     [NAME]



     The undersigned Optionee has been granted an Option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as follows:



	 	 	 	 	 
	Grant Number

	 	 	 	 
	

	 	
	 	 
	Date of Grant
	 	 	 	 
	

	 	
	 	 
	Vesting Commencement Date
	 	 	 	 
	

	 	
	 	 
	Exercise Price per Share
	 	 	 	 
	

	 	
	 	 
	Total Number of Shares Granted
	 	 	 	 
	

	 	
	 	 
	Total Exercise Price
	 	 	 	 
	

	 	
	 	 
	Type of Option:

	 	      Incentive Stock Option	 	 
	

	 	      Nonstatutory Stock Option	 	 
	Term/Expiration Date:
	 	 	 	 
	

	 	
	 	 






     Vesting Schedule:



     This Option shall be exercisable, in whole or in part, according to the following vesting
schedule:



     25% of the Shares subject to the Option shall vest twelve months after the Vesting
Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter on
the same day of the month as the Vesting Commencement Date, subject to Optionee continuing to be a
Service Provider on such dates so that all of the Shares subject to the Option shall vest
forty-eight months after the Vesting Commencement Date.



 









 





     Notwithstanding the foregoing and anything contrary in the Plan, to the extent a successor
corporation in a merger or Change in Control refuses to assume or substitute for this Option, then
the Optionee shall fully vest in and have the right to exercise this Option as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If
this Option becomes fully vested and exercisable in lieu of assumption or substitution in the event
of a merger or Change in Control, the Administrator shall notify the Optionee in writing or
electronically that this Option shall be fully exercisable for a period of fifteen (15) days from
the date of such notice, and this Option shall terminate upon expiration of such period.



     Notwithstanding the foregoing and anything contrary in the Plan, in the event that Optionee’s
employment is Constructively Terminated or terminated without Cause by the Company or its successor
after a Change in Control, then 25% of the Shares subject to the Option will become vested and will
be fully exercisable under the terms of this Agreement.



     For purposes of this Agreement, “Cause” and “Constructively Terminated” shall have the
following meanings:



          “Cause” shall mean (i) any act of personal dishonesty taken by the Optionee in
connection with his or her responsibilities as an employee which is intended to result in
substantial personal enrichment of the Optionee; (ii) the Optionee’s conviction of a felony or
crime involving moral turpitude which the Company’s Board of Directors reasonably believes has had
or will have a material detrimental effect on the Company’s reputation or business; (iii) a willful
act by the Optionee which constitutes gross negligence or misconduct and is injurious to the
Company; and (iv) continued failure to perform by the Optionee of the Optionee’s obligations to the
Company after there has been delivered to the Optionee a written demand for performance from the
Company which describes the basis for the Company’s belief that the Optionee has not substantially
performed his or her duties.



          “Constructively Terminated” shall mean the voluntary resignation by the Optionee
within thirty (30) days of the following: (i) any material reduction of the Optionee’s duties,
authority or responsibilities or any material reduction in the Optionee’s title, relative to the
Optionee’s duties, authority, responsibilities or title as in effect immediately prior to such
reduction, except if agreed to in writing by the Optionee; (ii) a material reduction by the Company
in the Optionee’s base salary or annual target bonus as in effect immediately prior to such
reduction; or (iii) the required relocation of the Optionee to a facility or a location more than
fifty (50) miles from the Optionee’s then present location, without the Optionee’s written consent.



     Termination Period:



     This Option shall be exercisable for three months after Optionee ceases to be a Service
Provider. Upon Optionee’s death or Disability, this Option shall be exercisable for one year after
Optionee ceases to be Service Provider. In no event may Optionee exercise this Option after the
Term/Expiration Date as provided above.



-2-









 





II. AGREEMENT




     1. Grant of Option. The Administrator of the Company hereby grants to the Optionee
named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the number of
Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of
Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is
incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of
the Plan shall prevail.



          If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.
Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option
shall be treated as a Nonstatutory Stock Option (“NSO”).



     2. Exercise of Option. This Option shall be exercisable during its term in accordance
with the provisions of Section 9 of the Plan as follows:



          (a) Right to Exercise.



               (i) Subject to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable
cumulatively according to the vesting schedule set forth in the Notice of Grant. Alternatively, at
the election of the Optionee, this Option may be exercised in whole or in part at any time as to
Shares that have not yet vested. Vested Shares shall not be subject to the Company’s repurchase
right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit
C-1).



               (ii) As a condition to exercising this Option for unvested Shares, the Optionee shall execute
the Restricted Stock Purchase Agreement.



               (iii) This Option may not be exercised for a fraction of a Share.



          (b) Method of Exercise. This Option shall be exercisable by delivery of an exercise
notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the
election to exercise the Option, the number of Shares with respect to which the Option is being
exercised, and such other representations and agreements as may be required by the Company. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by the aggregate Exercise Price.



          No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such
exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the
Shares shall be considered transferred to the Optionee on the date on which the Option is exercised
with respect to such Shares.



     3. Optionee’s Representations. In the event the Shares have not been registered under
the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall,
if



-3-









 




required by the Company, concurrently with the exercise of all or any portion of this Option,
deliver to the Company his or her Investment Representation Statement in the form attached hereto
as Exhibit B.




     4. Lock-Up Period. Optionee hereby agrees that Optionee shall not offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any Common Stock (or other securities) of the Company or enter into any
swap, hedging or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any Common Stock (or other securities) of the Company held by
Optionee (other than those included in the registration) for a period specified by the
representative of the underwriters of Common Stock (or other securities) of the Company not to
exceed one hundred eighty (180) days following the effective date of a registration statement of
the Company filed under the Securities Act; provided that:



          (a) such agreement shall apply only to the first public offering of the Company’s Common Stock
subject to a firm underwriting commitment;



          (b) such agreement shall not apply to any shares of Common Stock (or other securities)
purchased in such public offering or purchased in the open market following such public offering;
and



          (c) all officers and directors of the Company who hold capital stock of the Company and other
stockholders who own at least 1% of the Company’s Common Stock (on a fully diluted basis) enter
into similar agreements.



          Optionee agrees to execute and deliver such other agreements as may be reasonably requested by
the Company or the underwriter which are consistent with the foregoing or which are necessary to
give further effect thereto. In addition, if requested by the Company or the representative of the
underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within
ten (10) days of such request, such information as may be required by the Company or such
representative in connection with the completion of any public offering of the Company’s securities
pursuant to a registration statement filed under the Securities Act. The obligations described in
this Section shall not apply to a registration relating solely to employee benefit plans on Form
S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating
solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in
the future. The Company may impose stop-transfer instructions with respect to the shares of Common
Stock (or other securities) subject to the foregoing restriction until the end of said one hundred
eighty (180) day period. Optionee agrees that any transferee of any Option shall be bound by this
Section.



     5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:



          (a) cash;



-4-









 





          (b) check;



          (c) consideration received by the Company under a formal cashless exercise program adopted by
the Company in connection with the Plan; or



          (d) surrender of other Shares which, (i) in the case of Shares acquired from the Company,
either directly or indirectly, have been owned by the Optionee for more than six (6) months on the
date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the
aggregate Exercise Price of the Exercised Shares.



     6. Restrictions on Exercise. This Option may not be exercised until such time as the
Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would constitute a
violation of any Applicable Law.



     7. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution or as set forth in the Plan and
may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this
Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns
of the Optionee.



     8. Term of Option. This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with the Plan and the
terms of this Option.



     9. Tax Obligations.



          (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the
Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all
Federal, state, local and foreign income and employment tax withholding requirements applicable to
the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time
of exercise.



          (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to
Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of
Grant, and (2) the date one year after the date of exercise, the Optionee shall immediately notify
the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income
tax withholding by the Company on the compensation income recognized by the Optionee.



     10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference.
The Plan and this Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee’s interest except by means of a writing signed by the Company and
Optionee. This Agreement is governed by the internal substantive laws but not the choice of law
rules of California.



-5-









 





     11. No Guarantee of Continued Service. OPTIONEE AGREES THAT THE VESTING OF SHARES
PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE
WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING
SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT
TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.



          Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising under the Plan or
this Option. Optionee further agrees to notify the Company upon any change in the residence
address indicated below.



	 	 	 
	OPTIONEE

	 	REDLINE NETWORKS, INC.
	 
	 	 
	


	 	

	Signature

	 	By
	 
	 	 
	


	 	

	Print Name

	 	Title
	 
	 	 
	

	 	 
	 
	 	 
	 
	 	 
	

	 	 
	Residence Address
	 	 






-6-









 





EXHIBIT A




2000 STOCK PLAN




EXERCISE NOTICE




Redline Networks, Inc.

655 Campbell Technology Pkwy., Suite 250

Campbell, CA 95008


Attention: Secretary of Redline Networks, Inc.




     1. Exercise of Option. Effective as of today, ____________, ___, the undersigned
(“Optionee”) hereby elects to exercise Optionee’s option (the “Option”) to purchase
_________shares of the Common Stock (the “Shares”) of Redline Networks, Inc. (the
“Company”) under and pursuant to the 2000 Stock Plan (the “Plan”) and the Stock Option Agreement
dated ____________, ___(the “Option Agreement”).



     2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase
price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in
connection with the exercise of the Option.



     3. Representations of Optionee. Optionee acknowledges that Optionee has received,
read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their
terms and conditions.



     4. Rights as Shareholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall
be issued to the Optionee as soon as practicable after the Option is exercised in accordance with
the Option Agreement. No adjustment shall be made for a dividend or other right for which the
record date is prior to the date of issuance except as provided in Section 12 of the Plan.



     5. Company’s Right of First Refusal. Before any Shares held by Optionee or any
transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise
transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall
have a right of first refusal to purchase the Shares on the terms and conditions set forth in this
Section (the “Right of First Refusal”).




          (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or
otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee
(“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee;
and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer
the



 









 




Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to
the Company or its assignee(s).




          (b) Exercise of Right of First Refusal. At any time within thirty (30) days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the
Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to
any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection (c) below.



          (c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by
the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price
includes consideration other than cash, the cash equivalent value of the non-cash consideration
shall be determined by the Board of Directors of the Company in good faith.



          (d) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of
the Notice or in the manner and at the times set forth in the Notice.



          (e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other
transfer is consummated within 120 days after the date of the Notice, that any such sale or other
transfer is effected in accordance with any applicable securities laws and that the Proposed
Transferee agrees in writing that the provisions of this Section shall continue to apply to the
Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, a new Notice shall be given to the
Company, and the Company and/or its assignees shall again be offered the Right of First Refusal
before any Shares held by the Holder may be sold or otherwise transferred.



          (f) Exception for Certain Family Transfers. Anything to the contrary contained in
this Section notwithstanding, the transfer of any or all of the Shares during the Optionee’s
lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a
trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of
this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or other recipient
shall receive and hold the Shares so transferred subject to the provisions of this Section, and
there shall be no further transfer of such Shares except in accordance with the terms of this
Section.



          (g) Termination of Right of First Refusal. The Right of First Refusal shall terminate
as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the
general public, or (ii) a Change in Control in which the successor corporation has equity
securities that are publicly traded.



-2-









 





     6. Tax Consultation. Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents
that Optionee has consulted with any tax consultants Optionee deems advisable in connection with
the purchase or disposition of the Shares and that Optionee is not relying on the Company for any
tax advice.



     7. Restrictive Legends and Stop-Transfer Orders.



          (a) Legends. Optionee understands and agrees that the Company shall cause the legends
set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s)
evidencing ownership of the Shares together with any other legends that may be required by the
Company or by state or federal securities laws:




THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.




THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET
FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH
TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE
SHARES.



          (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with
the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.



          (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or
pay dividends to any purchaser or other transferee to whom such Shares shall have been so
transferred.



     8. Successors and Assigns. The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the
benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs,
executors, administrators, successors and assigns.



-3-









 





     9. Interpretation. Any dispute regarding the interpretation of this Exercise Notice
shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review
such dispute at its next regular meeting. The resolution of such a dispute by the Administrator
shall be final and binding on all parties.



     10. Governing Law; Severability. This Exercise Notice is governed by the internal
substantive laws, but not the choice of law rules, of California.



     11. Entire Agreement. The Plan and Option Agreement are incorporated herein by
reference. This Exercise Notice, the Plan, the Restricted Stock Purchase Agreement, the Option
Agreement and the Investment Representation Statement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the subject matter hereof,
and may not be modified adversely to the Optionee’s interest except by means of a writing signed by
the Company and Optionee.



	 	 	 
	Submitted by:

	 	Accepted by:
	 
	 	 
	OPTIONEE

	 	REDLINE NETWORKS, INC.
	 
	 	 
	


	 	

	Signature

	 	By
	 
	 	 
	


	 	

	Print Name

	 	Its
	 
	 	 
	Address:

	 	Address:
	

	 	655 Campbell Technology Pkwy., Suite 250
	


	 	Campbell, California 95008
	 
	 	 
	 
	 	 
	

	 	 
	 
	 	 
	 
	 	 
	

	 	 
	 
	 	 
	

	 	

	

	 	Date Received






-4-









 





EXHIBIT B




INVESTMENT REPRESENTATION STATEMENT




	 	 	 	 	 
	OPTIONEE

	 	:	 	 
	 
	 	 	 	 
	COMPANY

	 	:
	 	REDLINE NETWORKS, INC.
	 
	 	 	 	 
	SECURITY

	 	:
	 	COMMON STOCK
	 
	 	 	 	 
	AMOUNT

	 	:	 	 
	 
	 	 	 	 
	DATE

	 	:	 	 





In connection with the purchase of the above-listed Securities, the undersigned Optionee represents
to the Company the following:




          (a) Optionee is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision
to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s
own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).



          (b) Optionee acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the Securities Act in
reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee
understands that, in the view of the Securities and Exchange Commission, the statutory basis for
such exemption may be unavailable if Optionee’s representation was predicated solely upon a present
intention to hold these Securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one year or any other fixed period in the future. Optionee further
understands that the Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Optionee further
acknowledges and understands that the Company is under no obligation to register the Securities.
Optionee understands that the certificate evidencing the Securities will be imprinted with any
legend required under applicable state securities laws.



          (c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under
the Securities Act, which, in substance, permit limited public resale of “restricted securities”
acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the
satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701
at the time of the grant of the Option to the Optionee, the exercise will be exempt from
registration under the Securities Act. In the event the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days
thereafter (or such



 









 




longer period as any market stand-off agreement may require) the Securities exempt under Rule
701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited “broker’s transaction” or
in transactions directly with a market maker (as said term is defined under the Securities Exchange
Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information
about the Company, (3) the amount of Securities being sold during any three month period not
exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if
applicable.




               In the event that the Company does not qualify under Rule 701 at the time of grant of the
Option, then the Securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires the resale to occur not less than one year after the later
of the date the Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the
Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than
two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the
paragraph immediately above.



          (d) Optionee further understands that in the event all of the applicable requirements of Rule
701 or 144 are not satisfied, registration under the Securities Act, compliance with
Regulation A, or some other registration exemption will be required; and that, notwithstanding the
fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement securities other than in
a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial
burden of proof in establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in such transactions do
so at their own risk. Optionee understands that no assurances can be given that any such other
registration exemption will be available in such event.



	 	 	 	 	 
	 	 	Signature of Optionee:
	 
	 	 	 	 
	 	 	

	

	 	Date:	 	 
	

	 	 	 	








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EXHIBIT C-1




REDLINE NETWORKS, INC.




2000 STOCK PLAN




RESTRICTED STOCK PURCHASE AGREEMENT




     THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made between
                                         (the “Purchaser”) and Redline Networks, Inc. (the “Company”) as of
                                        ,                     .



     Unless otherwise defined herein, the terms defined in the 2000 Stock Plan (the “Plan”) shall
have the same defined meanings in this Agreement.



RECITALS




     (A) Pursuant to the exercise of the Option (Grant Number ___) granted to Purchaser under the
Plan and pursuant to the Stock Option Agreement – Early Exercise (the “Option Agreement”) dated
                     by and between the Company and Purchaser with respect to such grant, which Plan and
Option Agreement are hereby incorporated by reference, Purchaser has elected to purchase                     
of those shares of Common Stock which have not become vested under the vesting schedule set forth
in the Option Agreement (“Unvested Shares”). The Unvested Shares and the shares subject to the
Option Agreement which have become vested are sometimes collectively referred to herein as the
“Shares”.



     (B) As required by the Option Agreement, as a condition to Purchaser’s election to exercise
the option, Purchaser must execute this Agreement, which sets forth the rights and obligations of
the parties with respect to unvested Shares acquired upon exercise of the Option.



     1. Repurchase Option.



          (a) If Purchaser’s status as an employee, director or consultant of the Company or any Parent,
Subsidiary or Affiliate of the Company is terminated for any reason, including for cause, death or
Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser’s
personal representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date
of such termination at the price paid by the Purchaser for such Shares (the “Repurchase Option”).




          (b) Upon the occurrence of a termination, the Company may exercise its Repurchase Option by
delivering personally or by registered mail, to Purchaser (or his transferee or legal
representative, as the case may be), within ninety (90) days of the termination, a notice in
writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a
date for closing not later than thirty (30) days from the mailing of such notice. The closing shall
take place at the Company’s office. At the closing, the holder of the certificates for the
Unvested Shares


 









 







being transferred shall deliver the stock certificate or certificates evidencing the Unvested
Shares, and the Company shall deliver the purchase price therefor.




          (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank
selected by the Company. The Company shall avail itself of this option by a notice in writing to
Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the
Company’s office.




          (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving
the requisite notice within ninety (90) days following the termination, the Repurchase Option shall
terminate.




          (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in
Optionee’s Option Agreement.




     2. Transferability of the Shares; Escrow.



          (a) Purchaser hereby authorizes and directs the Secretary of the Company, or such other person
designated by the Company, to transfer the Unvested Shares as to which the Repurchase Option has
been exercised from Purchaser to the Company.




          (b) To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by
the Company pursuant to the Repurchase Option under Section 1, Purchaser hereby appoints the
Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact
to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by the
Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and
deposit with the Secretary of the Company, or such other person designated by the Company, the
share certificates representing the Unvested Shares, together with the stock assignment duly
endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock
assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of
the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its
Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement no
longer is in effect. As a further condition to the Company’s obligations under this Agreement, the
spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse
attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the escrow agent
shall promptly deliver to the Purchaser the certificate or certificates representing such Shares in
the escrow agent’s possession belonging to the Purchaser, and the escrow agent shall be discharged
of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless
retain such certificate or certificates as escrow agent if so required pursuant to other
restrictions imposed pursuant to this Agreement.




          (c) The Company, or its designee, shall not be liable for any act it may do or omit to do with
respect to holding the Shares in escrow and while acting in good faith and in the exercise of its
judgment.




-2-









 








          (d) Transfer or sale of the Shares is subject to restrictions on transfer imposed by any
applicable state and federal securities laws. Any transferee shall hold such Shares subject to all
the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any
Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this
Agreement.




     3. Ownership, Voting Rights, Duties. This Agreement shall not affect in any way the
ownership, voting rights or other rights or duties of Purchaser, except as specifically provided
herein.



     4. Legends. The share certificate evidencing the Shares issued hereunder shall be
endorsed with the following legend (in addition to any legend required under applicable federal and
state securities laws):



     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER
AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A
COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.



     5. Adjustment for Stock Split. All references to the number of Shares and the
purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock
split, stock dividend or other change in the Shares which may be made by the Company pursuant to
Section 12 of the Plan after the date of this Agreement.



     6. Notices. Notices required hereunder shall be given in person or by registered mail
to the address of Purchaser shown on the records of the Company, and to the Company at their
respective principal executive offices.



     7. Survival of Terms. This Agreement shall apply to and bind Purchaser and the
Company and their respective permitted assignees and transferees, heirs, legatees, executors,
administrators and legal successors.



     8. Section 83(b) Election. Purchaser hereby acknowledges that he or she has been
informed that, with respect to the exercise of the Option for Unvested Shares, an election (the
“Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days
of the purchase of the Shares, electing pursuant to Section 83(b) of the Code, to be taxed
currently on any difference between the purchase price of the Shares and their Fair Market Value on
the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a
recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if
any, of the Fair Market Value of the Shares, at the time the Option is exercised over the purchase
price for the Shares. Absent such an Election, taxable income will be measured and recognized by
Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an
Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser
for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of
the Fair Market Value of the Shares, at the time the option is exercised, over the purchase price
for the Shares. Absent such an Election, alternative minimum taxable income will be measured and
recognized by



-3-









 







Purchaser at the time or times on which the Company’s Repurchase Option lapses. Purchaser is
strongly encouraged to seek the advice of his or her own tax consultants in connection with the
purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the
Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for
reference.



     PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR
ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF.



     9. Representations. Purchaser has reviewed with his own tax advisors the federal,
state, local and foreign tax consequences of this investment and the transactions contemplated by
this Agreement. Purchaser is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. Purchaser understands that he (and not the
Company) shall be responsible for his own tax liability that may arise as a result of this
investment or the transactions contemplated by this Agreement.



     10. Governing Law. This Agreement shall be governed by the internal substantive laws,
but not the choice of law rules, of California.



     Purchaser represents that he has read this Agreement and is familiar with its terms and
provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under this Agreement.



     IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above.



	 	 	 
	PURCHASER

	 	REDLINE NETWORKS, INC.
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 

	 	 
	Printed Name

	 	Title
	 
	 

	 	 
	Soc. Sec. No.
	 	 
	 
	 
	Address:
	 	 
	 
	 
	 

	 	 
	 
	 
	 

	 	 






-4-









 





EXHIBIT C-2




ASSIGNMENT SEPARATE FROM CERTIFICATE




     FOR VALUE RECEIVED I,                                         , hereby sell, assign and transfer unto                     
                     shares of the Common Stock of Redline Networks, Inc. standing in my name of
the books of said corporation represented by Certificate No.                      herewith and do hereby
irrevocably constitute and appoint                                          to transfer the said stock on the
books of the within named corporation with full power of substitution in the premises.



     This Stock Assignment may be used only in accordance with the Restricted Stock Purchase
Agreement (the “Agreement”) of Redline Networks, Inc. and the undersigned dated                                         ,
20___.





			
	Dated:                                        , 20 ___
	 	Signature:                                                             
                   






     INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of
this assignment is to enable the Company to exercise its “repurchase option,” as set forth in the
Agreement, without requiring additional signatures on the part of the Purchaser.



 









 





EXHIBIT C-3




JOINT ESCROW INSTRUCTIONS




                                        ,                    




Redline Networks, Inc.

655 Campbell Technology Pkwy., Suite 250

Campbell, CA 95008



Dear Secretary:




     As Escrow Agent for both Redline Networks, Inc. (the “Company”), and the undersigned purchaser
of stock of the Company (the “Purchaser”), you are hereby authorized and directed to hold the
documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase
Agreement (“Agreement”) between the Company and the undersigned, in accordance with the following
instructions:



     1. In the event the Company and/or any assignee of the Company (referred to collectively for
convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the
Agreement, the Company shall give to Purchaser and you a written notice specifying the number of
shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct
you to close the transaction contemplated by such notice in accordance with the terms of said
notice.



     2. At the closing, you are directed (a) to date the stock assignments necessary for the
transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver the
stock assignments, together with the certificate evidencing the shares of stock to be transferred,
to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by
cash, a check, or some combination thereof) for the number of shares of stock being purchased
pursuant to the exercise of the Company’s repurchase option.



     3. Purchaser irrevocably authorizes the Company to deposit with you any certificates
evidencing shares of stock to be held by you hereunder and any additions and substitutions to said
shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you
as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to
such securities all documents necessary or appropriate to make such securities negotiable and to
complete any transaction herein contemplated, including but not limited to the filing with any
applicable state blue sky authority of any required applications for consent to, or notice of
transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall
exercise all rights and privileges of a stockholder of the Company while the stock is held by you.



     4. Upon written request of the Purchaser, but no more than once per calendar year, unless the
Company’s repurchase option has been exercised, you will deliver to Purchaser a certificate or
certificates representing so many shares of stock as are not then subject to the



-2-









 







Company’s repurchase option. Within 120 days after cessation of Purchaser’s continuous
employment by or services to the Company, or any parent or subsidiary of the Company, you will
deliver to Purchaser a certificate or certificates representing the aggregate number of shares held
or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to
exercise of the Company’s repurchase option.



     5. If at the time of termination of this escrow you should have in your possession any
documents, securities, or other property belonging to Purchaser, you shall deliver all of the same
to Purchaser and shall be discharged of all further obligations hereunder.



     6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed
by all of the parties hereto.



     7. You 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 you to be genuine and to have been signed or presented by the
proper party or parties. You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any
act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive
evidence of such good faith.



     8. You are 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 are hereby expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case you obey or comply with any such order, judgment or decree, you 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.



     9. You shall not be liable in any respect on account of the identity, authorities or rights of
the parties executing or delivering or purporting to execute or deliver the Agreement or any
documents or papers deposited or called for hereunder.



     10. You shall not be liable for the outlawing of any rights under the Statute of Limitations
with respect to these Joint Escrow Instructions or any documents deposited with you.



     11. You shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder, may rely upon the
advice of such counsel, and may pay such counsel reasonable compensation therefor.



     12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be
an officer or agent of the Company or if you shall resign by written notice to each party. In the
event of any such termination, the Company shall appoint a successor Escrow Agent.



     13. If you reasonably require 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.



-3-









 





     14. 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 held by you hereunder, you are authorized
and directed to retain in your possession without liability to anyone all or any part of said
securities until such disputes 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 you shall be under no
duty whatsoever to institute or defend any such proceedings.



     15. Any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit in the United States Post Office, by
registered or certified mail with postage and fees prepaid, addressed to each of the other parties
thereunto entitled at the following addresses or at such other addresses as a party may designate
by ten days’ advance written notice to each of the other parties hereto.



	 	 	 
	COMPANY:

	 	Redline Networks, Inc.
	

	 	655 Campbell Technology Pkwy., Suite 250
	

	 	Campbell, CA 95008
	 
	 	 
	PURCHASER
	 	 
	

	 	 
	 
	 	 
	

	 	 
	 
	 	 
	

	 	 
	 
	 	 
	ESCROW AGENT:

	 	Redline Networks, Inc.
	

	 	655 Campbell Technology Pkwy., Suite 250
	

	 	Campbell, CA 95008






     16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose
of said Joint Escrow Instructions; you do not become a party to the Agreement.



     17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and
their respective successors and permitted assigns.



     18. These Joint Escrow Instructions shall be governed by the internal substantive laws, but
not the choice of law rules, of California.



	 	 	 
	REDLINE NETWORKS, INC.

	 	PURCHASER
	 
	 	 
	 

	 	 
	By

	 	Signature
	 
	 	 
	 

	 	 
	Title

	 	Typed or Printed Name
	 
	 	 
	ESCROW AGENT
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Corporate Secretary
	 	 











-4-









 








EXHIBIT C-4




CONSENT OF SPOUSE




     I,                                         , spouse of                     
                    , have read and approve the foregoing
Restricted Stock Purchase Agreement (the “Agreement”). In consideration of granting of the right
to my spouse to purchase shares of Redline Networks, Inc., as set forth in the Agreement, I hereby
appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the
Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights
in said Agreement or any shares issued pursuant thereto under the community property laws or
similar laws relating to marital property in effect in the state of our residence as of the date of
the signing of the foregoing Agreement.



      



			
	Dated:                                         , 20___
	 	Signature:                                                            
                    






 









 





EXHIBIT C-5




ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986




     The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal
Revenue Code of 1986, as amended, to include in taxpayer’s gross income or alternative minimum
taxable income, as the case may be, for the current taxable year the amount of any compensation
taxable to taxpayer in connection with taxpayer’s receipt of the property described below:




	1.  	The name, address, taxpayer identification number and taxable year of the undersigned are as
follows:





	 	 	 	 	 
	NAME:

	 	TAXPAYER:
	 	SPOUSE:
	 
	 	 	 	 
	ADDRESS:
	 	 	 	 
	 
	 	 	 	 
	IDENTIFICATION NO.:

	 	TAXPAYER:
	 	SPOUSE:
	 
	 	 	 	 
	TAXABLE YEAR:
	 	 	 	 







	2.  	The property with respect to which the election is made is described as follows:
                    shares (the “Shares”) of the
Common Stock of
Redline Networks,
Inc. (the
“Company”).
	 
	3.  	The date on which the property was transferred is:                     , 20___.
	 
	4.  	The property is subject to the following restrictions:
	 
	   	The Shares may not be transferred and are subject to forfeiture under the terms of an
agreement between the taxpayer and the Company. These restrictions lapse upon the
satisfaction of certain conditions contained in such agreement.
	 
	5.  	The fair market value at the time of transfer, determined without regard to any restriction other
than a restriction which by its terms will never
lapse, of such property is: $                    
	 
	6.  	The amount (if any) paid for such property is: $                    




The undersigned has submitted a copy of this statement to the person for whom the services were
performed in connection with the undersigned’s receipt of the above-described property. The
transferee of such property is the person performing the services in connection with the transfer
of said property.



The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner.




	 	 	 
	Dated:
                    ,
20     
	 	 
	

	 	 
	

	 	Taxpayer
	 
	 	 
	The undersigned spouse of taxpayer joins in this election.
	 
	 	 
	Dated:                     , 20     
	 	 
	

	 	 
	

	 	Spouse of Taxpayer







 










 






REDLINE NETWORKS, INC.




2000 STOCK PLAN




FRENCH STOCK OPTION AGREEMENT




     Unless otherwise defined herein, the terms defined in the 2000 Stock Plan, including Appendix
A thereto, shall have the same defined meanings in this Stock Option Agreement.




	I.  	NOTICE OF STOCK OPTION GRANT
	 
	   	Name:
	 
	   	Address:





     The undersigned Optionee has been granted an Option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as follows:



	 	 	 
	Grant No.
	 	 
	

	 	 
	 
	 	 
	Date of Grant
	 	 
	

	 	 
	 
	 	 
	Vesting Commencement Date
	 	 
	

	 	 
	 
	 	 
	Exercise Price per Share

	 	$ 
	

	 	 
	 
	 	 
	Total Number of Shares Granted
	 	 
	

	 	 
	 
	 	 
	Total Exercise Price

	 	$ 
	

	 	 
	 
	 	 
	Type of Option:

	 	           Incentive Stock Option
	

	 	           Nonstatutory Stock Option
	 
	 	 
	Term/Expiration Date:
	 	 
	

	 	 






     Vesting Schedule:



     This Option shall be exercisable, in whole or in part, according to the following vesting
schedule:



     This Option may be exercised, in whole or in part, in accordance with the following schedule:
Twenty-Five percent (25%) of the Shares subject to this Option shall vest twelve (12) months after
the Date of Grant (the “Initial Exercise Date”) and 1/48th of the Shares subject to the Option
shall vest each month thereafter on the same day of the month as the Date of Grant, subject to
Optionee



 









 




continuing to be an Employee on such dates. Notwithstanding the foregoing, this Option may
not be exercised prior to one (1) year from the Date of Grant (the “Initial Exercise Date”).




     Notwithstanding the foregoing and anything contrary in the Plan, to the extent the successor
corporation in a merger or Change in Control refuses to assume or substitute for this Option, then
the Optionee shall fully vest in and have the right to exercise this Option as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If
this Option becomes fully vested and exercisable in lieu of assumption or substitution in the event
of a merger or Change in Control, the Administrator shall notify the Optionee in writing or
electronically that this Option shall be fully exercisable for a period of fifteen (15) days from
the date of such notice, and this Option shall terminate upon the expiration of such period.



     Termination Period:



     This Option may be exercised for three (3) months after termination of Optionee’s employment
relationship, for six (6) months after termination of Optionee’s employment relationship in the
case of termination due to death or for twelve (12) months in the case of a termination of
Optionee’s employment relationship as a result of Disability. The date of termination shall be
that actual date of termination and shall be deemed to include any notice period, even if not
performed by Optionee. In no event may Optionee exercise this Option after the Term/Expiration
Date as provided above.



     Restriction on Sale:



     The Shares subject to this Option may not be transferred, assigned or hypothecated in any
manner otherwise than by will or by the laws of descent or distribution before the date three (3)
years after the Initial Exercise Date, except upon the occurrence of an event provided for by
Article 91 ter of Annex II to the French Tax Code.




	II.  	AGREEMENT





     1. Grant of Option. The Administrator hereby grants to Optionee named in the Notice
of Grant attached as Part I of this Agreement (the “Optionee”), an option (the “Option”) to
purchase a number of Shares, as set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the
Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan and Section
11 of Appendix A thereto relating to the terms for French Option grants (the “Appendix”), in the
event of a conflict between the terms and conditions of the Plan (including the Appendix) and the
terms and conditions of this Option Agreement, the terms and conditions of the Plan (including the
Appendix) shall prevail.



-2-









 





     2. Exercise of Option.



          (a) Right to Exercise. This Option is exercisable during its term in accordance with
the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan
(including the Appendix) and this Option Agreement. In the event of Optionee’s death, Disability
or other termination of Optionee’s employment relationship, the exercisability of the Option is
governed by the applicable provisions of the Plan (including the Appendix) and this Option
Agreement.



          (b) Method of Exercise. This Option is exercisable by delivery of an exercise notice
to the Company, in the form attached as Exhibit A (the “Exercise Notice”), which shall
state the election to exercise the Option, the number of Shares in respect of which the Option is
being exercised (the “Exercised Shares”), and such other representations and agreements as may be
required by the Company and/or the Subsidiary pursuant to the provisions of the Plan (including the
Appendix). Until the stock certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall
issue to Optionee (or cause to be issued) such stock certificate promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which the record date is
prior to the date the stock certificate is issued, except as provided in the Appendix. The
Exercise Notice shall be signed by Optionee and shall be delivered in person or by certified mail
to the Secretary of the Subsidiary or such other person as the Company may designate. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares
and all applicable taxes. This Option shall be deemed to be exercised upon receipt by the
Subsidiary of such fully executed Exercise Notice accompanied by such aggregate Exercise Price and
payment of all applicable taxes. Unless otherwise provided by the Administrator, Optionee shall be
obligated to use a broker of the Company’s choosing (the “Broker”) or to have Shares held pursuant
to an escrow arrangement established by the Company, so that the Company may sufficiently track the
Shares acquired upon exercise of the Option and the Company shall be given sufficient access to any
account Optionee may have with respect to any such Shares so that the Company may correctly provide
any required reports to the French taxing authorities as required by Applicable Laws.



          (c) No Shares shall be issued pursuant to the exercise of an Option unless such issuance and
such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the
Shares shall be considered transferred to the Optionee on the date on which the Option is exercised
with respect to such Shares.



     3. Optionee’s Representations. In the event the Shares have not been registered under
the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall,
if required by the Company, concurrently with the exercise of all or any portion of this Option,
deliver to the Company his or her Investment Representation Statement in the form attached hereto
as Exhibit B.



     4. Lock-Up Period. Optionee hereby agrees that Optionee shall not offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or



-3-









 




indirectly, any Common Stock (or other securities) of the Company or enter into any swap,
hedging or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Common Stock (or other securities) of the Company held by Optionee
(other than those included in the registration) for a period specified by the representative of the
underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty
(180) days following the effective date of a registration statement of the Company filed under the
Securities Act; provided that:




          (a) such agreement shall apply only to the first public offering of the Company’s Common Stock
subject to a firm underwriting commitment;



          (b) such agreement shall not apply to any shares of Common Stock (or other securities)
purchased in such public offering or purchased in the open market following such public offering;
and



          (c) all officers and directors of the Company who hold capital stock of the Company and other
stockholders who own at least 1% of the Company’s Common Stock (on a fully-diluted basis) enter
into similar agreements.



          Optionee agrees to execute and deliver such other agreements as may be reasonably requested by
the Company or the underwriter which are consistent with the foregoing or which are necessary to
give further effect thereto. In addition, if requested by the Company or the representative of the
underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within
ten (10) days of such request, such information as may be required by the Company or such
representative in connection with the completion of any public offering of the Company’s securities
pursuant to a registration statement filed under the Securities Act. The obligations described in
this Section shall not apply to a registration relating solely to employee benefit plans on Form
S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating
solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in
the future. The Company may impose stop-transfer instructions with respect to the shares of Common
Stock (or other securities) subject to the foregoing restriction until the end of said one hundred
eighty (180) day period. Optionee agrees that any transferee of any Option shall be bound by this
Section.



     5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:



          (a) cash or check (denominated in U.S. Dollars);



          (b) wire transfer (denominated in U.S. Dollars);or



          (c) consideration received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan.



-4-









 





     6. Restrictions on Exercise. This Option may not be exercised until such time as the
Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would constitute a
violation of any Applicable Law.



     7. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the Optionee.



     8. Term of Option. This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with the Plan and the
terms of this Option.



     9. Withholding and Responsibility for Tax Related Items. Optionee hereby acknowledges
and agrees that the ultimate liability for any and all tax, social insurance and payroll tax
withholding (“Tax-Related Items”) is and remains, to the extent provided for by law, his or her
responsibility and liability and that his or her employer, the Company and its Subsidiaries (a)
make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Option grant, including the grant, vesting or exercise of the
Option and the subsequent sale of Shares acquired pursuant to such exercise; and (b) do not commit
to structure the terms of the grant or any aspect of the Option to reduce or eliminate his or her
liability for Tax-Related Items.



          Optionee agrees that prior to exercise of the Option or sale of the Share(s) acquired
thereunder, he or she shall pay or make adequate arrangements satisfactory to the Company and/or
his or her employer, as applicable, to satisfy all withholding obligations of the Company and/or
his or her employer. Optionee acknowledges and agrees that the Company may refuse to honor the
exercise of the Option and refuse to deliver Shares if such withholding amounts are not delivered
at the time of exercise or related sale. In this regard, Optionee authorizes the Company and/or
his or her employer(be it through the intermediary of the Broker or otherwise) to withhold all
applicable Tax-Related Items legally payable by him or her from his or her wages or
other cash compensation paid to him or her by the Company and/or his or her employer, or from
proceeds of sale. Alternatively, or in addition, Optionee agrees and acknowledges that the Company
may sell or arrange for the sale of Shares that Optionee is due to acquire with respect to the
Option to meet the minimum withholding obligation for Tax Related Items. Any estimated withholding
which is not required in satisfaction of any Tax Related Items will be repaid to Optionee by the
Company or his or her employer, as applicable. Finally, Optionee agrees that he or she shall pay
to the Company or his or her employer, as applicable, any amount of any Tax Related Items that the
Company and/or his or her employer may be required to withhold as a result of his or her
participation in the Plan or his or her exercise of the Option or sale of Shares acquired
thereunder that cannot be satisfied by the means previously described. In the event that the
Options under the Plan are subsequently disqualified for purposes of French tax law, Optionee
agrees to submit immediately the amount of any income tax withholding and/or Optionee’s social
security contributions due by means of check, cash or credit transfer. In addition, Optionee grants
the Company or his/her employer the right to



-5-









 




require the Broker to withhold sufficient amounts from
the sale proceeds to meet the Tax Related Items withholding obligations.




          Optionee’s employer or the Company may withhold Shares owed to Optionee at the time of
exercise in order to meet the tax and/or social insurance charges that might be due on behalf of
Optionee at the time of sale of the underlying Shares. Upon sale of the underlying Shares,
Optionee authorizes his/her employer or the Company to withhold, or request the Broker to
withhold, from the proceeds to be paid to Optionee the amount necessary to satisfy the Tax Related
Items due on behalf of Optionee at the time of exercise of the Option and/or sale of the Shares
acquired thereunder. If such amounts are due and are not withheld, Optionee shall agree to submit
the amount due to the Company, his or her employer or the appropriate tax authorities by check,
cash or credit transfer upon request.



          Optionee also agrees that in the hypothesis he/she breaches any obligation set forth in the
Plan, or this Option Agreement, the damages that will be suffered by his/her employer and/or the
Company will be no less than the amount of the taxes and social security contributions (employer’s
and Employee’s part) applicable to the related Options or Shares acquired thereunder, which minimum
amount will therefore be withheld by his/her employer, the Company or the Broker as damages,
notwithstanding any further action from his/her employer and or the Company against Optionee.



     10. Acknowledgements.



          (a) Optionee acknowledges receipt of a copy of the Plan and the Appendix and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject
to all of the terms and provisions thereof. Optionee has reviewed the Plan, the Appendix and this
Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of the Option. Optionee hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions arising under the Plan, the Appendix or this Option. Optionee further agrees to
notify the Company upon any change in the residence address indicated below.



          (b) The Company (and not Optionee’s employer) is granting the Option. The Company will
administer the Plan from outside Optionee’s country of residence and that United States of America
law will govern all Options granted under the Plan.



          (c) Benefits and rights provided under the Plan are wholly discretionary and, although
provided by the Company, do not constitute regular or periodic payments. The benefits and rights
provided under the Plan are not to be considered part of Optionee’s salary or compensation for
purposes of calculating any severance, resignation, redundancy or other end of service payments,
vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or
any other payments, benefits or rights of any kind. Optionee waives any and all rights to
compensation or damages as a result of the termination of employment with the Company for any
reason whatsoever insofar as those rights result or may result from:



-6-









 





               (i) the loss or diminution in value of such rights under the Plan, or



               (ii) Optionee ceases to have any rights under, or ceases to be entitled to any rights under
the Plan as a result of such termination.



          (d) The grant of the Option, and any future grant of Options under the Plan is entirely
voluntary, and at the complete discretion of the Company. Neither the grant of the Option nor any
future grant of an Option by the Company shall be deemed to create any obligation to grant any
further Options, whether or not such a reservation is explicitly stated at the time of such a
grant. The Company has the right, at any time to amend, suspend or terminate the Plan.



          (e) The Plan shall not be deemed to constitute, and shall not be construed by Optionee to
constitute, part of the terms and conditions of employment, and that the Company shall not incur
any liability of any kind to Optionee as a result of any change or amendment, or any cancellation,
of the Plan at any time.



          (f) Participation in the Plan shall not be deemed to constitute, and shall not be deemed by
Optionee to constitute, an employment or labor relationship of any kind with the Company.



               (i) By entering into this Option Agreement, and as a condition of the grant of the Option,
Optionee consents to the collection, use, and transfer of personal data as described in this
subsection to the full extent permitted by and in full compliance with Applicable Law.



               (ii) Optionee understands that the Company and its Subsidiaries hold certain personal
information about Optionee, including, but not limited to, name, home address and telephone number,
date of birth, social insurance number, salary, nationality, job title, any Shares or directorships
held in the Company, details of all Options or other entitlement to Shares awarded, canceled,
exercised, vested, unvested, or outstanding in Optionee’s favor, for the purpose of managing and
administering the Plan (“Data”).



               (iii) Optionee further understands that the Company and/or its Subsidiaries will transfer Data
among themselves as necessary for the purposes of implementation, administration, and management of
Optionee’s participation in the Plan, and that the Company and/or its Subsidiary may each further
transfer Data to any third parties assisting the Company in the implementation, administration, and
management of the Plan (“Data Recipients”).



               (iv) Optionee understands that these Data Recipients may be located in Optionee’s country of
residence or elsewhere, such as the United States. Optionee authorizes the Data Recipients to
receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of
implementing, administering, and managing Optionee’s participation in the Plan, including any
transfer of such Data, as may be required for the administration of the Plan and/or the subsequent
holding of Shares on Optionee’s behalf, to a broker or third party with whom the Shares acquired on
exercise may be deposited.



-7-









 





               (v) Optionee understands that Optionee may, at any time, review the Data, request that any
necessary amendments be made to it, or withdraw Optionee’s consent herein in writing by contacting
the Company. Optionee further understands that withdrawing consent may affect Optionee’s ability
to participate in the Plan.



          (g) Optionee has received the terms and conditions of this Option Agreement and any other
related communications, and Optionee consents to having received these documents in English.
Je reconnais expressément par les présentes, que je comprends et parle parfaitement la langue
anglaise, que j’ai eu le temps nécessaire pour entièrement lire et parfaitement comprendre le
présent contrat ainsi que l’ensemble des documents et annexes s’y afférant et que j’ai eu
l’opportunité de m’en entretenir avec les conseils de mon choix. (I represent that I perfectly
speak and understand English language, that I had enough time to review and understand this
agreement as all the related documents and appendix and that I had the opportunity to obtain advice
from the counsels of my choice).



     11. Entire Agreement; Governing Law. The Plan is incorporated herein by reference.
The Plan and this Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee’s interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws but not the choice of law
rules of California.



     12. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN
EMPLOYEE AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN
OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S
RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS AN EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE.



	 	 	 
	OPTIONEE

	 	REDLINE NETWORKS, INC.
	 
	 	 
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 
	 	 
	 

	 	 
	Print Name

	 	Title
	 
	 	 
	 
	 	 
	


	 	 
	 
	 	 
	 
	 	 
	


	 	 
	Residence Address
	 	 







-8-










 






EXHIBIT A




2000 STOCK PLAN




EXERCISE NOTICE (FOR FRENCH EMPLOYEES)




Redline Networks, Inc.

655 Campbell Technology Pkwy., Suite 250

Campbell CA 95008



     Attention: Secretary of Redline Networks, Inc.



     1. Exercise of Option. Exercise of Option. Effective as of today,
___, 20___, the undersigned (“Optionee”) hereby elects to purchase ___shares (the
“Shares”) of the Common Stock of Redline Networks, Inc. (the “Company”) under and pursuant to the
2000 Stock Plan (the “Plan”), including Appendix A to the Plan relating to French Optionees, and
the Stock Option Agreement dated ___(the “Option Agreement”).



     2. Delivery of Payment. Optionee herewith delivers to the Company the full purchase
price for the Shares and any and all applicable taxes. Should any tax or social contribution be
due by the Company (or Optionee’s employer) due to the exercise of the Option or the disposition of
the Shares, Optionee hereby agrees that the corresponding amount may be withheld on the proceeds
due to Optionee from any sale of the Shares by the broker previously selected by the Company to be
used by Optionee and such amount shall be directly paid to the Company so that the Company may pay
the relevant taxing authorities any amounts due.



     3. Representations of Optionee. Optionee acknowledges that Optionee has received,
read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their
terms and conditions.



     4. Rights as Shareholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall
be issued to the Optionee as soon as practicable after the Option is exercised in accordance with
the Option Agreement. No adjustment shall be made for a dividend or other right for which the
record date is prior to the date of issuance except as provided in Section 12 of the Plan.



     5. Company’s Right of First Refusal. Before any Shares held by Optionee or any
transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise
transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall
have a right of first refusal to purchase the Shares on the terms and conditions set forth in this
Section (the “Right of First Refusal”).



 









 





          (a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the
Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or
otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee
(“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee;
and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer
the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the
Company or its assignee(s).




          (b) Exercise of Right of First Refusal. At any time within thirty (30) days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the
Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to
any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection (c) below.




          (c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by
the Company or its assignee(s) under this Section shall be the Offered Price. If the Offered Price
includes consideration other than cash, the cash equivalent value of the non-cash consideration
shall be determined by the Board of Directors of the Company in good faith.




          (d) Payment. Payment of the Purchase Price shall be made, at the option of the
Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an
assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of
the Notice or in the manner and at the times set forth in the Notice.




          (e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s)
as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other
transfer is consummated within 120 days after the date of the Notice, that any such sale or other
transfer is effected in accordance with any applicable securities laws and that the Proposed
Transferee agrees in writing that the provisions of this Section shall continue to apply to the
Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, a new Notice shall be given to the
Company, and the Company and/or its assignees shall again be offered the Right of First Refusal
before any Shares held by the Holder may be sold or otherwise transferred.




          (f) Exception for Certain Family Transfers. Anything to the contrary contained in
this Section notwithstanding, the transfer of any or all of the Shares during the Optionee’s
lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a
trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of
this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or other recipient
shall receive and hold the




-2-









 







Shares so transferred subject to the provisions of this Section, and
there shall be no further transfer of such Shares except in accordance with the terms of this
Section.




          (g) Termination of Right of First Refusal. The Right of First Refusal shall terminate
as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the
general public, or (ii) a Change in Control in which the successor corporation has equity
securities that are publicly traded.




     6. Tax Consultation. Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents
that Optionee has consulted with any tax consultants Optionee deems advisable in connection with
the purchase or disposition of the Shares and that Optionee is not relying on the Company for any
tax advice.



     7. Restrictive Legends and Stop-Transfer Orders.



          (a) Legends. Optionee understands and agrees that the Company shall cause the legends
set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s)
evidencing ownership of the Shares together with any other legends that may be required by the
Company or by state or federal securities laws:



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER
OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER
AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED
AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND
RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.



THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED,
ASSIGNED OR HYPOTHECATED IN ANY MANNER OTHER THAN BY WILL OR BY THE LAWS
OF DESCENT OR DISTRIBUTION BEFORE THE DATE THREE (3)


-3-









 






YEARS AFTER THE
INITIAL EXERCISE DATE, AS SUCH TERM IS DEFINED IN THE STOCK OPTION
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A
COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON
TRANSFEREES OF THESE SHARES.



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE
OF UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND MAY NOT
BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE CONSENT OF THE
COMPANY OR THE MANAGING UNDERWRITER.




          (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with
the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.




          (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or
pay dividends to any purchaser or other transferee to whom such Shares shall have been so
transferred.




     8. Successors and Assigns. The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the
benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs,
executors, administrators, successors and assigns.



     9. Interpretation. Any dispute regarding the interpretation of this Exercise Notice
shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review
such dispute at its next regular meeting. The resolution of such a dispute by the Administrator
shall be final and binding on all parties.



     10. Governing Law; Severability. This Exercise Notice is governed by the internal
substantive laws but not the choice of law rules, of California.



     11. Entire Agreement. The Plan and Option Agreement are incorporated herein by
reference. This Exercise Notice, the Plan, the Option Agreement and the Investment Representation
Statement constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the Company and Optionee
with



-4-









 







respect to the subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee.



     Je reconnais expressément par les présentes, que je comprends et parle parfaitement la
langue anglaise, que j’ai eu le temps nécessaire pour entièrement lire et parfaitement comprendre
le présent contrat ainsi que l’ensemble des documents et annexes s’y afférant et que j’ai eu l’opportunité de m’en entretenir avec les conseils de mon choix. (I
represent that I perfectly speak and understand English language, that I had enough time to review
and understand this agreement as all the related documents and appendix and that I had the
opportunity to obtain advice from the counsels of my choice).



	 	 	 
	Submitted by:

	 	Accepted by:
	OPTIONEE

	 	REDLINE NETWORKS, INC.
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 

	 	 
	Print Name

	 	Title
	 
	 	 
	Address:

	 	Address:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	

	 	 
	

	 	Date Received







-5-









 








EXHIBIT B




INVESTMENT REPRESENTATION STATEMENT




	 	 	 
	OPTIONEE:
	 	 

	 
	 	 

	COMPANY:
	 	REDLINE NETWORKS, INC.

	 
	 	 

	SECURITY:
	 	COMMON STOCK

	 
	 	 

	AMOUNT:
	 	 

	 
	 	 

	DATE:
	 	 







     In connection with the purchase of the above-listed Securities, the undersigned Optionee
represents to the Company the following:



     (a) Optionee is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision
to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee’s
own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).



     (b) Optionee acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the Securities Act in
reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the
bona fide nature of Optionee’s investment intent as expressed herein. In this connection, Optionee
understands that, in the view of the Securities and Exchange Commission, the statutory basis for
such exemption may be unavailable if Optionee’s representation was predicated solely upon a present
intention to hold these Securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one year or any other fixed period in the future. Optionee further
understands that the Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Optionee further
acknowledges and understands that the Company is under no obligation to register the Securities.
Optionee understands that the certificate evidencing the Securities will be imprinted with any
legend required under applicable state securities laws.



     (c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under
the Securities Act, which, in substance, permit limited public resale of “restricted securities”
acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the
satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701
at the time of the grant of the Option to the Optionee, the exercise will be exempt from
registration under



 









 







the Securities Act. In the event the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such
longer period as any market stand-off agreement may require) the Securities exempt under Rule 701
may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited “broker’s transaction” or
in transactions directly with a market maker (as said term is defined under the Securities Exchange
Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information
about the Company, (3) the amount of Securities being sold during any three month period not
exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if
applicable.



          In the event that the Company does not qualify under Rule 701 at the time of grant of the
Option, then the Securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires the resale to occur not less than one year after the later
of the date the Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the
Securities by an affiliate, or by a non-affiliate who subsequently holds the Securities less than
two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the
paragraph immediately above.




     (d) Optionee further understands that in the event all of the applicable requirements of Rule
701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A,
or some other registration exemption will be required; and that, notwithstanding the fact that
Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has
expressed its opinion that persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden
of proof in establishing that an exemption from registration is available for such offers or sales,
and that such persons and their respective brokers who participate in such transactions do so at
their own risk. Optionee understands that no assurances can be given that any such other
registration exemption will be available in such event.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Signature of Optionee:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	Date:
	 	 	 	 	,	 	 	 
	

	 	 	 	 
	 	 	 	 	 	 






-2-