**Exhibit 10.13**

**TUMBLEWEED COMMUNICATIONS CORP.**

**1999 OMNIBUS STOCK INCENTIVE PLAN**

**RESTRICTED STOCK AGREEMENT**

ThisRESTRICTED STOCK AGREEMENT (this “Agreement”), effective as of the      day of                     ,200     (the “Effective Date”), is entered into by and between Tumbleweed Communications Corp., a Delaware corporation (the “Company”), and **[Insert Name]**, an employee of the Company (the“Grantee” and, together with the Company, the “Parties”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Tumbleweed Communications Corp. 1999 Omnibus StockIncentive Plan, as amended (the “Plan”). 

**RECITALS**

WHEREAS, the Board has determined that it is in the best interests of Company and its stockholders to award the Grantee                 shares of the Company’s Common Stock, pursuant to, and subject to the terms and provisions of the Plan and this Agreement; 

NOW, THEREFORE, in consideration of the Grantee’s services to the Company and for other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the Parties hereto agree as follows: 

1. Grant of Restricted Stock and Escrow of Restricted Stock.

a. Grant of Restricted Stock. The Company hereby grants to the Grantee[                ] shares of Restricted Stock (the “Restricted Stock”) on the terms and conditions set forth in this Agreement and as otherwise providedin the Plan. 

b. Escrow of Restricted Stock. To insure the availability for delivery of the Grantee’s Restricted Stock, theGrantee hereby appoints the Secretary of the Company, or any other person designated by the Company as escrow agent, as its attorney-in-fact to assign and transfer unto the Company such Restricted Stock, if any, forfeited by the Grantee pursuant toSection 4 below 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 Restricted Stock, together with thestock assignment duly endorsed in blank, attached hereto as Exhibit A. The Restricted Stock and stock assignment shall be held by the Secretary in escrow until the Restricted Period (as defined below) has lapsed with respect to the shares ofRestricted Stock, or until such time as this Agreement no longer is in effect. 

2. Restrictions and Restricted Period. 

a. Restrictions. Shares of Restricted Stock granted hereunder may not be sold, assigned,transferred, pledged, hypothecated or otherwise disposed of and shall be subject to a risk of forfeiture as described in Paragraph 4 below until the lapse of the Restricted Period (as defined below). 

b. Restricted Period. Unless the Restricted Period is previously terminated pursuant to Paragraph 4 of this Agreement, the restrictions set forthabove shall lapse and the shares of Restricted Stock shall become fully and freely transferable (provided, that such transfer is otherwise in accordance with federal and state securities laws) and non-forfeitable as to **[Insert VestingSchedule]** (the “Restricted Period”). Notwithstanding anything to the contrary, the release of the shares of Restricted Stock hereunder shall be conditioned upon Grantee making adequate provision for federal, state or other taxwithholding obligations, if any, which arise upon the release of the shares from the Restricted Period (unless a Section 83(b) election has been filed), whether by withholding, direct payment to the Company, or otherwise. 

3. Rights of a Stockholder. From and after the Effective Date and for so long as the Restricted Stock is held by or for the benefit of theGrantee, the Grantee shall have all the rights of a stockholder of the Company with respect to the Restricted Stock, including, but not limited to, the right to receive dividends and the right to vote such shares. 

****4. Cessation of Employment. If the Grantee’s employment status with the Company is terminated for any reason, then the RestrictedStock and any and all accrued but unpaid dividends that are at that time subject to restrictions set forth herein, shall be forfeited to the Company, and neither the Grantee nor any of his successors, heirs, assigns, or personal representativesshall thereafter have any further rights or interests in such shares of Restricted Stock or certificates. ****

5. Certificates.Restricted Stock granted herein may be evidence in such manner as the Board shall determine. If certificates representing Restricted Stock are registered in the name of the Grantee, then the Company shall retain physical possession of thecertificate. 

6. Legends. All certificates representing any of the shares of Stock subject to the provisions of this Agreement shallhave endorsed thereon the following legend: 

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPONTRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF THE SHARES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” 

7. Tax Consequences. Set forth below is a brief summary as of the Effective Date of certain United States federal tax consequences of the award of the Restricted Stock. THIS SUMMARY DOES NOT ADDRESS SPECIFICSTATE, LOCAL OR 

 

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FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO GRANTEE. GRANTEE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONSARE SUBJECT TO CHANGE. 

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT REGULATIONS, GRANTEE IS ADVISED THAT, UNLESS OTHERWISE EXPRESSLY INDICATED, ANYFEDERAL TAX ADVICE CONTAINED IN THIS RESTRICTED STOCK AGREEMENT WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF (I) AVOIDING TAX-RELATED PENALTIES UNDER THE CODE OR (II) PROMOTING, MARKETING OR RECOMMENDINGTO ANOTHER PARTY ANY TAX-RELATED MATTERS ADDRESSED HEREIN. 

The Grantee shall recognize ordinary income at the time or times therestrictions lapse with respect to the shares of Restricted Stock that have been released from the Restricted Period in an amount equal to the the fair market value of such shares on each such date and the Company shall be required to collectall the applicable withholding taxes with respect to such income. The obligations of the Company under the Plan are conditioned on your making arrangements for the payment of any such taxes. 

8. Section 83(b) Election. The Grantee hereby acknowledges that he has been informed that, with respect to the grant of Restricted Stock, anelection may be filed by the Grantee with the Internal Revenue Service, within 30 days of the Effective Date, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to be taxed currently on the fair market value ofthe Restricted Stock on the Effective Date. 

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

BY SIGNING THIS AGREEMENT, THE GRANTEE REPRESENTS THAT HE HAS REVIEWED WITH HIS OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCESOF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE GRANTEE UNDERSTANDS AND AGREES THAT HE (AND NOT THE COMPANY)SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 

9.Termination of this Agreement. Upon termination of this Agreement, all rights of the Grantee hereunder shall cease. 

 

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10. Miscellaneous. 

a. Notices. Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate,to the Grantee either at his address herein below set forth or such other address as he may designate in writing to the Company, or to the Company to the attention of the Chief Financial Officer, at the Company’s address or such other addressas the Company may designate in writing to the Grantee. 

b. Failure to Enforce Not a Waiver. The failure of the Company or theGrantee to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 

c. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of California without giving effect to the choice of law principles thereof. 

d. Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by the Parties. 

e. Agreement Not a Contract of Employment. Neither the grant of Restricted Stock, this Agreement nor any other action taken in connection herewithshall constitute or be evidence of any agreement or understanding, express or implied, that the Grantee is an employee of the Company or any subsidiary of the Company. 

f. Entire Agreement; Plan Controls. This Agreement and the Plan contain the entire understanding and agreement of the Parties concerning the subject matter hereof, and supersede all earlier negotiations andunderstandings, whether written or oral, between the Parties with respect thereto. This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are hereby incorporated by reference into thisAgreement. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. By signing this Agreement, the Grantee confirms that he has received a copy of the Plan and hashad an opportunity to review the contents thereof. 

g. Captions. The captions and headings of the sections and subsections of thisAgreement are included for convenience only and are not to be considered in construing or interpreting this Agreement. 

h.Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company or the Grantee will be deemed an original and all of which together will be deemed the same agreement. 

i. Assignment. The Company may assign its rights and delegate its duties under this Agreement. If any such assignment or delegation requiresconsent of 

 

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any state securities authorities, the parties agree to cooperate in requesting such consent. This Agreement shall inure to the benefit of the successors andassigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon the Grantee, his heirs, executors, administrators, successors and assigns. 

j. Severability. This Agreement will be severable, and the invalidity or unenforceability of any term or provision hereof will not affect thevalidity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any invalid or unenforceable term or provision, the Parties intend that there be added as a part of this Agreement a valid and enforceableprovision as similar in terms to such invalid or unenforceable provision as may be possible. 

*[remainder of page intentionally leftblank]*

 

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. 

 
TUMBLEWEED COMMUNICATIONS CORP.By  
The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Agreement. 

 

 

 
 
 
 
Number of Shares
 
 
 
 
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EXHIBIT A 

ASSIGNMENT SEPARATE FROM CERTIFICATE 

FOR VALUE RECEIVED,[                                        ](the “Grantee”) hereby assigns and transfers unto Tumbleweed Communications Corp., a Delaware corporation (the “Company”),(                    ) shares of Company’s common stock, par value $0.001 per share (the “Common Stock”), standing in his nameon the books of said corporation represented by Certificate No.          herewith and does 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 Assignment Separate from Certificate may be used only in accordance with the Restricted Stock Agreement (the “Agreement”) of the Companyand the undersigned dated                     ,         . 

Dated:                     ,                    Signature:                                        

INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this Assignment Separate from Certificate is to return theshares to the Company in the event the Grantee forfeits any of such shares as set forth in the Agreement, without requiring additional signatures on the part of the Grantee. This Assignment Separate from Certificate must be delivered to the Companywith the above Certificate No.             . 

 

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