<PAGE>
 
                                                                   EXHIBIT 10.13


                          ASCEND COMMUNICATIONS, INC.

                          1996 RESTRICTED STOCK PLAN


     1.   ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
          ----------------------------------------
 
          1    ESTABLISHMENT. The Ascend Communications, Inc. 1996 Restricted
Stock Plan (the "PLAN") is hereby established effective as of October 25, 1996
(the "EFFECTIVE DATE").
 
          2    PURPOSE.  The purpose of the Plan is to advance the interests of 
the Participating Company Group and its stockholders by providing an incentive
to attract, retain and reward persons performing services for the Participating
Company Group and by motivating such persons to contribute to the growth and
profitability of the Participating Company Group.

          3    TERM OF PLAN.  The Plan shall continue in effect until the
earlier of its termination by the Board or the date on which all of the shares
of Stock available for issuance under the Plan have been issued and all
restrictions on such shares under the terms of the Plan and the agreements
evidencing Stock acquired under the plan have lapsed.

     2.   DEFINITIONS AND CONSTRUCTION.
          -----------------------------
 
          1    DEFINITIONS.  Whenever used herein, the following terms shall
have their respective meanings set forth below:

               (a)  "BOARD" means the Board of Directors of the Company.  If one
or more Committees have been appointed by the Board to administer the Plan,
"Board" also means such Committee(s).
 
               (b)  "CODE" means the Internal Revenue Code of 1986, as amended,
and any applicable regulations promulgated thereunder.

               (c)  "COMMITTEE" means the Compensation Committee or other
committee of the Board duly appointed to administer the Plan and having such
powers as shall be specified by the Board.  Unless the powers of the Committee
have been specifically limited, the Committee shall have all of the powers of
the Board granted herein, including, without limitation, the power to amend or
terminate the Plan at any time, subject to the terms of the Plan and any
applicable limitations imposed by law.

               (d)  "COMPANY" means Ascend Communications, Inc., a Delaware
     corporation, or any successor corporation thereto.
 
               (e)  "CONSULTANT" means any person, including an advisor, engaged
     by a Participating Company to render services other than as an Employee or
     a Director.

                                       1
<PAGE>
 
                    (f) "DIRECTOR" means a member of the Board or of the board 
of directors of any other Participating Company.
 
                    (g) "EMPLOYEE" means any person treated as an employee
(including an officer or a Director who is also treated as an employee) in the
records of a Participating Company; provided, however, that neither service as a
Director nor payment of a director's fee shall be sufficient to constitute
employment for purposes of the Plan.
 
                    (h) "FAIR MARKET VALUE" means, as of any date, the value of
a share of stock or other property as determined by the Board, in its sole
discretion, or by the Company, in its sole discretion, if such determination is
expressly allocated to the Company herein.
 
                    (i) "PARENT CORPORATION" means any present or future "parent
corporation" of the Company, as defined in Section 424(e) of the Code.

                    (j) "PARTICIPANT" means a person who has been granted one 
or more Purchase Rights.
 
                    (k) "PARTICIPATING COMPANY" means the Company or any Parent
Corporation or Subsidiary Corporation.
 
                    (l) "PARTICIPATING COMPANY GROUP" means, at any point in
time, all corporations collectively which are then Participating Companies.
 
                    (m) "PURCHASE RIGHT" means a right to purchase Stock
pursuant to the terms and conditions of the Plan.
 
                    (n) "STOCK" means the common stock of the Company, as
adjusted from time to time in accordance with Section 4.2.

                    (o) "STOCK PURCHASE AGREEMENT" means a written agreement
between the Company and a Participant setting forth the terms, conditions and
restrictions of the Purchase Right granted to the Participant.
 
                    (p) "SUBSIDIARY CORPORATION" means any present or future
"subsidiary corporation" of the Company, as defined in Section 424(f) of the
Code.

          2         CONSTRUCTION. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of the Plan. except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the singular. use
of the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.

                                       2
<PAGE>
 
     3.    ADMINISTRATION.
           ---------------
 
          1         ADMINISTRATION BY THE BOARD. The Plan shall be administered
by the board, including any duly appointed Committee of the Board. All questions
of interpretation of the Plan or of any Purchase Right shall be determined by
the Board, and such determinations shall be final and binding upon all persons
having an interest in the Plan or such Purchase Right. Any officer of a
Participating Company shall have the authority to act on behalf of the Company
with respect to any matter, right, obligation, determination or election which
is the responsibility of or which is allocated to the Company herein, provided
the officer has apparent authority with respect to such matter, right,
obligation, determination or election.
 
          2         POWERS OF THE BOARD. In addition to any other powers set
forth in the Plan and subject to the provisions of the Plan, the Board shall
have the full and final power and authority, in its sole discretion:
 
                    (a) to determine the persons to whom, and the time or times
     at which, Purchase Rights shall be granted and the number of shares of
     Stock to be subject to each Purchase Right;
 
                    (b) to determine the terms, conditions and restrictions
     applicable to each Purchase Right (which need not be identical) and any
     shares acquired upon the exercise thereof, including, without limitation,
     (i) the purchase price per share of Stock, (ii) the method of payment for
     shares purchased upon the exercise of the Purchase Right, (iii) the method
     for satisfaction of any tax withholding obligation arising in connection
     with the Purchase Right or such shares, including by the withholding or
     delivery of shares of stock, (iv) the vesting of any shares acquired upon
     the exercise of a Purchase Right, and (v) all other terms, conditions and
     restrictions applicable to the Purchase Right or such shares not
     inconsistent with the terms of the Plan;

                    (c) to approve one or more forms of Stock Purchase
 Agreement;
 
                    (d) to prescribe, amend or rescind rules, guidelines and
     policies relating to the Plan, or to adopt supplements to, or alternative
     versions of, the Plan, including, without limitation, as the Board deems
     necessary or desirable to comply with the laws of, or to accommodate the
     tax policy or custom of, foreign jurisdictions whose citizens may be
     granted Purchase Rights; and
 
                    (e) to correct any defect, supply any omission or reconcile
     any inconsistency in the Plan or any Stock Purchase Agreement and to make
     all other determinations and take such other actions with respect to the
     Plan or any Purchase Right as the Board may deem advisable to the extent
     consistent with the Plan and applicable law.

                                       3
<PAGE>
 
     4.   SHARES SUBJECT TO PLAN.
          ----------------------
 
          1    MAXIMUM NUMBER OF SHARES ISSUABLE.  Subject to adjustment as
provided in Section 4.2, the maximum aggregate number of shares of Stock that
may be issued under the Plan shall be two hundred thousand (200,000) and shall
consist of authorized but unissued or reacquired shares of Stock or any
combination thereof.  If an outstanding Purchase Right for any reason expires or
is terminated or canceled, or shares of Stock acquired, subject to repurchase,
upon the exercise of a Purchase Right are repurchased by the Company, the shares
of Stock allocable to the unexercised portion of such Purchase Right, or such
repurchased shares of Stock, shall again be available for issuance under the
Plan.

          2    ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.  In the event of
any stock dividend, stock split, reverse stock split, recapitalization,
combination, reclassification or similar change in the capital structure of the
Company, appropriate adjustments shall be made in the number and class of shares
subject to the plan and to any outstanding Purchase Rights and in the purchase
price per share of any outstanding Purchase Rights.  Notwithstanding the
foregoing, any fractional share resulting from an adjustment pursuant to this
Section 4.2 shall be rounded up or down to the nearest whole number, as
determined by the Board.  The adjustments determined by the Board pursuant to
this Section 4.2 shall be final, binding and conclusive.
 
     5.   ELIGIBILITY.  Purchase Rights may be granted only to Employees and
          -----------
Consultants; provided, however, that Purchase Rights may not be granted to (a) a
person who is an officer or director of a Participating Company, or (b) any
person whose eligibility to participate in the Plan would require the Company to
obtain stockholder approval of the Plan pursuant to the Bylaws of the National
Association of Securities Dealers (including any schedules thereto) or any other
applicable law, regulation or rule.  For purposes of the foregoing sentence,
"Employees" shall include prospective Employees to whom Purchase Rights are
granted in connection with written offers of employment with the Participating
Company Group, and "Consultants" shall include prospective Consultants to whom
Purchase Rights are granted in connection with written offers of engagement with
the Participating Company Group.  No Purchase Right granted to a prospective
Employee or a prospective Consultant may be exercised prior to the date on which
such person commences service with a Participating Company.  Eligible persons
may be granted more than one (1) Purchase Right.
 
     6.   TERMS AND CONDITIONS OF PURCHASE RIGHTS.  Purchase Rights shall be
          ---------------------------------------
evidenced by Stock Purchase Agreements specifying the number of shares of Stock
covered thereby, in such form as the Board shall from time to time establish.
Stock Purchase Agreements may incorporate all or any of the terms of the Plan by
reference and shall comply with and be subject to the following terms and
conditions:
 
          1    PURCHASE PRICE.  The purchase price for each Purchase Right shall
be established in the sole discretion of the Board.  The Board may, in its sole
discretion, provide that a Participant is not required to make any monetary
payment as a condition of receiving a grant of shares of Stock pursuant to the
Plan.

                                       4
<PAGE>
 
          2    PAYMENT OF PURCHASE PRICE.
 
               (a)  FORMS OF CONSIDERATION AUTHORIZED.  Except as otherwise
provided below, payment of the purchase price for the Stock being acquired
pursuant to any Purchase Right shall be made (i) in cash, or by check, (ii) by
tender to the Company of shares of Stock owned by the Participant having a Fair
Market Value (as determined by the Company without regard to any restrictions on
transferability applicable to such stock by reason of federal or state
securities laws or agreements with an underwriter for the Company), (iii) by
such other consideration as may be approved by the Board from time to time to
the extent permitted by applicable law, or (iv) by any combination thereof.  The
Board may at any time or from time to time, by adoption of or by amendment to
the standard form of Stock Purchase Agreement described in Section 7, or by
other means, grant Purchase Rights which do not permit all of the foregoing
forms of consideration to be used in payment of the purchase price or which
otherwise restrict one or more forms of consideration.
 
               (b)  TENDER OF STOCK.  Notwithstanding the foregoing, a Purchase
Right may not be exercised by tender to the Company of shares of Stock to the
extent such tender of Stock would constitute a violation of the provisions of
any law, regulation or agreement restricting the redemption of the Company's
stock.  Unless otherwise provided by the Board, a Purchase Right may not be
exercised by tender to the Company of shares of Stock unless such shares either
have been owned by the Participant for more than six (6) months or were not
acquired, directly or indirectly, from the Company.
 
          3    TAX WITHHOLDING.  The Company shall have the right, but not the
obligation, to deduct from the shares of Stock issuable upon the exercise of a
Purchase Right, or to accept from the Participant the tender of, a number of
whole shares of Stock having a Fair Market Value, as determined by the Company,
equal to all or any part of the federal, state, local and foreign taxes, if any,
required by law to be withheld by the Participating Company Group with respect
to such Purchase Right or the shares acquired upon the exercise thereof.
Alternatively or in addition, in its sole discretion, the Company shall have the
right to require the Participant, through payroll withholding, cash payment or
otherwise, to make adequate provision for any such tax withholding obligations
of the Participating Company Group arising in connection with the Purchase Right
or the shares acquired upon the exercise thereof.  The Company shall have no
obligation to deliver shares of Stock or to release shares of Stock from an
escrow established pursuant to the Stock Purchase Agreement until the
Participating Company Group's tax withholding obligations have been satisfied by
the Participant.
 
     7.   STANDARD FORM OF STOCK PURCHASE AGREEMENT.
          -----------------------------------------
 
          1    STANDARD FORM OF AGREEMENT.  Unless otherwise provided by the
Board at the time the Purchase Right is granted, a Purchase Right shall comply
with and be subject to the terms and conditions set forth in the form of Stock
Purchase Agreement adopted by the Board concurrently with its adoption of the
Plan and as amended from time to time.

                                       5
<PAGE>
 
          2    AUTHORITY TO VARY TERMS.  The Board shall have the authority from
time to time to vary the terms of the standard form of Stock Purchase Agreement
described in this Section 7 either in connection with the grant or amendment of
an individual Purchase Right or in connection with the authorization of a new
standard form or forms; provided, however, that the terms and conditions of any
such new, revised or amended standard form or forms of Stock Purchase Agreement
are not inconsistent with the terms of the Plan.
 
      8.  PROVISION OF INFORMATION.  Each Participant shall be given access to
          ------------------------
information concerning the Company equivalent to that information generally made
available to the Company's common stockholders.
 
      9.  NONTRANSFERABILITY.  No Purchase Right shall be assignable or 
          ------------------
transferable by the Participant.
 
     10.  INDEMNIFICATION.  In addition to such other rights of indemnification 
          ---------------
as they may have as members of the Board or officers or employees of the
Participating Company Group, members of the Board and any officers or employees
of the Participating Company Group to whom authority to act for the Board is
delegated shall be indemnified by the Company against all reasonable expenses,
including attorneys' fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan, or any right
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such person is liable for gross
negligence, bad faith or intentional misconduct in duties; provided, however,
that within sixty (60) days after the institution of such action, suit or
proceeding, such person shall offer to the Company, in writing, the opportunity
at its own expense to handle and defend the same.
 
     11.  TERMINATION OR AMENDMENT OF PLAN.  The Board may terminate or amend 
          --------------------------------
the Plan at any time.  In any event, no termination or amendment of the Plan may
adversely affect any then outstanding Purchase Right or any shares of Stock
acquired pursuant to the exercise of a Purchase Right, without the consent of
the Participant.

     IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing Ascend Communications, Inc. 1996 Restricted Stock Plan was duly
adopted by the Board on October 25, 1996.

                                       6
<PAGE>
 
                                 PLAN HISTORY
                                 ------------

October 25, 1996    Board adopts Plan, with an initial reserve of 200,000
                    shares.

                                       7
<PAGE>
 
                               STANDARD FORM OF

                          ASCEND COMMUNICATIONS, INC.

                           STOCK PURCHASE AGREEMENT

<PAGE>
 
                          ASCEND COMMUNICATIONS, INC.

                           STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into as
of October 10, 1996, by and between Ascend Communications, Inc. and William H.
Kind (the "PURCHASER").

     The Company has granted to the Purchaser pursuant to the Ascend
Communications, Inc. 1996 Restricted Stock Plan a right to purchase certain
shares of Stock upon the terms and conditions set forth in this Agreement (the
"PURCHASE RIGHT").

     1.   DEFINITIONS AND CONSTRUCTION.
          ---------------------------- 

          1    DEFINITIONS.  Whenever used herein, the following terms shall
have their respective meanings set forth below:

               (a)  "DATE OF GRANT" means (insert date of grant)

               (b)  "NUMBER OF SHARES" means (insert number of shares) shares of
Stock, as adjusted from time to time pursuant to Section 7.

               (c)  "PURCHASE PRICE" means $(insert purchase price) per share of
Stock, as adjusted from time to time pursuant to Section 7.

               (d)  "INITIAL VESTING DATE" means (Insert Initial Vesting Date)

               (e)  "VESTED RATIO" means, on any relevant date, the ratio
determined as follows: (Insert Vesting Ratio)

               (f)  "EXPIRATION DATE" means the date five (5) years after the
Date of Grant.

               (g)  "BOARD" means the Board of Directors of the Company. If one
or more Committees have been appointed by the Board to administer the Plan,
"Board" shall also mean such Committee(s).

               (h)  "CODE" means the Internal Revenue Code of 1986, as amended,
and any applicable regulations promulgated thereunder.

               (i)  "COMMITTEE" means the Compensation Committee or other
committee of the Board duly appointed to administer the Plan and having such
powers as shall be specified by the Board. Unless the powers of the Committee
have been specifically limited, the

                                       1
<PAGE>
 
Committee shall have all of the powers of the Board granted in the Plan,
including, without limitation, the power to amend or terminate the Plan at any
time, subject to the terms of the Plan and any applicable limitations imposed by
law.

               (j)  "COMPANY" means Ascend Communications, Inc., a Delaware
corporation, or any successor corporation thereto.

               (k)  "CONSULTANT" means any person, including an advisor, engaged
by a Participating Company to render services other than as an Employee or a
Director.

               (l)  "DIRECTOR" means a member of the Board or of the board of
directors of any other Participating Company.

               (m)  "DISABILITY" means the permanent and total disability of the
Purchaser within the meaning of Section 22(e)(3) of the Code.

               (n)  "EMPLOYEE" means any person treated as an employee
(including an officer or a Director who is also treated as an employee) in the
records of a Participating Company; provided, however, that neither service as a
Director nor payment of a director's fee shall be sufficient to constitute
employment for this purpose.

               (o)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

               (p)  "PARENT CORPORATION" means any present or future "parent
corporation" of the Company, as defined in Section 424(e) of the Code.

               (q)  "PARTICIPATING COMPANY" means the Company or any Parent
Corporation or Subsidiary Corporation.

               (r)  "PARTICIPATING COMPANY GROUP" means, at any point in time,
all corporations collectively which are then Participating Companies.

               (s)  "PLAN" means the Ascend Communications, Inc. 1996 Restricted
Stock Plan.

               (t)  "SECURITIES ACT" means the Securities Act of 1933, as
amended.

                                       2
<PAGE>
 
               (u)  "SERVICE" means the Purchaser's employment or service with
the Participating Company Group, whether in the capacity of an Employee, a
Director or a Consultant. The Purchaser's Service shall not be deemed to have
terminated merely because of a change in the capacity in which the Purchaser
renders Service to the Participating Company Group or a change in the
Participating Company for which the Purchaser renders such Service, provided
that there is no interruption or termination of the Purchaser's Service. The
Purchaser's Service shall be deemed to have terminated either upon an actual
termination of Service or upon the corporation for which the Purchaser performs
Service ceasing to be a Participating Company. Subject to the foregoing, the
Company, in its sole discretion, shall determine whether the Purchaser's Service
has terminated and the effective date of such termination.

               (v)  "STOCK" means the common stock of the Company, as adjusted
from time to time in accordance with Section 7.

               (w)  "SUBSIDIARY CORPORATION" means any present or future
"subsidiary corporation" of the Company, as defined in Section 424(f) of the
Code.

          2    CONSTRUCTION.  Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of this Agreement.  Except when otherwise indicated by the context,
the singular shall include the plural and the plural shall include the singular.
Use of the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.

     2.   ADMINISTRATION.  All questions of interpretation concerning this
          --------------                                                  
Agreement shall be determined by the Board, including any duly appointed
Committee of the Board.  All determinations by the Board shall be final and
binding upon all persons having an interest in this Agreement.  Any officer of a
Participating Company shall have the authority to act on behalf of the Company
with respect to any matter, right, obligation, or election which is the
responsibility of or which is allocated to the Company herein, provided the
officer has apparent authority with respect to such matter, right, obligation,
or election.

     3.   EXERCISE OF THE PURCHASE RIGHT.
          ------------------------------ 

          1    RIGHT TO EXERCISE.  Except as otherwise provided herein, the
Purchase Right shall be exercisable on and after the Initial Vesting Date and
prior to the termination of the Purchase Right (as provided in Section 5) in an
amount not to exceed the Number of Shares multiplied by the Vested Ratio less
the number of shares previously acquired upon exercise of the Purchase Right. In
no event shall the Purchase Right be exercisable for more shares than the Number
of Shares.

          2    METHOD OF EXERCISE.  Exercise of the Purchase Right shall be by
written notice to the Company which must state the election to exercise the
Purchase Right, the number of whole shares of Stock for which the Purchase Right
is being exercised and such other representations and agreements as to the
Purchaser's investment intent with respect to such shares 

                                       3
<PAGE>
 
as may be required pursuant to the provisions of this Agreement. The written
notice must be signed by the Purchaser and must be delivered in person, by
certified or registered mail, return receipt requested, by confirmed facsimile
transmission, or by such other means as the Company may permit, to the Chief
Financial Officer of the Company, or other authorized representative of the
Participating Company Group, prior to the termination of the Purchase Right as
set forth in Section 5, accompanied by full payment of the aggregate Purchase
Price for the number of shares of Stock being purchased. The Purchase Right
shall be deemed to be exercised upon receipt by the Company of such written
notice and the aggregate Purchase Price.

          3    PAYMENT OF PURCHASE PRICE.

               (a)  FORMS OF CONSIDERATION AUTHORIZED.  Except as otherwise
provided below, payment of the aggregate Purchase Price for the number of shares
of Stock for which the is being exercised shall be made (i) in cash, by check,
or cash equivalent, (ii) by means of a Cashless Exercise, as defined in Section
3.3(b), or (iii) by any combination of the foregoing.

               (b)  CASHLESS EXERCISE.  A "CASHLESS EXERCISE" means the
assignment in a form acceptable to the Company of the proceeds of a sale or loan
with respect to some or all of the shares of Stock acquired upon the exercise of
the Purchase Right pursuant to a program or procedure approved by the Company
(including, without limitation, through an exercise complying with the
provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System). The Company reserves, at any and all
times, the right, in the Company's sole and absolute discretion, to decline to
approve or terminate any such program or procedure.

          4    TAX WITHHOLDING.  At the time the Purchase Right is exercised, in
whole or in part, or at any time thereafter as requested by the Company, the
Purchaser hereby authorizes withholding from payroll and any other amounts
payable to the Purchaser, and otherwise agrees to make adequate provision for
(including by means of a Cashless Exercise to the extent permitted by the
Company), any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Participating Company Group, if any, which arise
in connection with this Agreement, including, without limitation, obligations
arising upon (i) the exercise, in whole or in part, of the Purchase Right, (ii)
the transfer, in whole or in part, of any shares acquired upon exercise of the
Purchase Right, (iii) the operation of any law or regulation providing for the
imputation of interest, or (iv) the lapsing of any restriction with respect to
any shares acquired upon exercise of the Purchase Right.  The Purchaser is
cautioned that the Purchase Right is not exercisable unless the tax withholding
obligations of the Participating Company Group are satisfied.  Accordingly, the
Purchaser may not be able to exercise the Purchase Right when desired even
though the Purchase Right is vested, and the Company shall have no obligation to
issue a certificate for such shares.

          5    CERTIFICATE REGISTRATION.  Except in the event the Purchase Price
is paid by means of a Cashless Exercise, the certificate for the shares as to
which the Purchase Right is

                                       4
<PAGE>
 
exercised shall be registered in the name of the Purchaser, or, if applicable,
in the names of the heirs of the Purchaser.
 
          6    RESTRICTIONS ON ISSUANCE OF SHARES.  The issuance of shares of
Stock upon exercise of the Purchase Right shall be subject to compliance with
all applicable requirements of federal, state or foreign law with respect to
such securities. The Purchase Right may not be exercised if the issuance of
shares of Stock upon exercise would constitute a violation of any applicable
federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Stock may
then be listed. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company's legal counsel
to be necessary to the lawful issuance and sale of any shares subject to the
Purchase Right 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. As a condition to the exercise of the Purchase Right,
the Company may require the Purchaser to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any applicable law or
regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.

          7    FRACTIONAL SHARES.  The Company shall not be required to issue
fractional shares upon the exercise of the Purchase Right.

     4.   NONTRANSFERABILITY OF THE PURCHASE RIGHT.  The Purchase Right may be
          ----------------------------------------                            
exercised during the lifetime of the Purchaser only by the Purchaser or the
Purchaser's guardian or legal representative and may not be assigned or
transferred in any manner except by will or by the laws of descent and
distribution.  Following the death of the Purchaser, the Purchase Right, to the
extent provided in Section 6, may be exercised by the Purchaser's legal
representative or by any person empowered to do so under the deceased
Purchaser's will or under the then applicable laws of descent and distribution.

     5.   TERMINATION OF THE PURCHASE RIGHT.  The Purchase Right shall terminate
          ---------------------------------                                     
and may no longer be exercised on the first to occur of (a) the Expiration Date,
or (b) the last date for exercising the Purchase Right following termination of
the Purchaser's Service as described in Section 6.

     6.   EFFECT OF TERMINATION OF SERVICE.
          -------------------------------- 

          1    PURCHASE RIGHT EXERCISABILITY.

               (a)  DISABILITY.  If the Purchaser's Service with the
Participating Company Group is terminated because of the Disability of the
Purchaser, the Purchase Right, to the extent unexercised and exercisable on the
date on which the Purchaser's Service terminated, may be exercised by the
Purchaser (or the Purchaser's guardian or legal representative) at any time
prior to the expiration of twelve (12) months after the date on which the
Purchaser's Service terminated, but in any event no later than the Expiration
Date.

                                       5
<PAGE>
 
               (b)  DEATH.  If the Purchaser's Service with the Participating
Company Group is terminated because of the death of the Purchaser, the Purchase
Right, to the extent unexercised and exercisable on the date on which the
Purchaser's Service terminated, may be exercised by the Purchaser's legal
representative or other person who acquired the right to exercise the Purchase
Right by reason of the Purchaser's death at any time prior to the expiration of
twelve (12) months after the date on which the Purchaser's Service terminated,
but in any event no later than the Expiration Date. The Purchaser's Service
shall be deemed to have terminated on account of death if the Purchaser dies
within one (1) month after the Purchaser's termination of Service.

               (c)  OTHER TERMINATION OF SERVICE.  If the Purchaser's Service
with the Participating Company Group terminates for any reason, except
Disability or death, the Purchase Right, to the extent unexercised and
exercisable by the Purchaser on the date on which the Purchaser's Service
terminated, may be exercised by the Purchaser within one (1) month (or such
other longer period of time as determined by the Board, in its sole discretion)
after the date on which the Purchaser's Service terminated, but in any event no
later than the Expiration Date.

          2    EXTENSION IF EXERCISE PREVENTED BY LAW.  Notwithstanding the
foregoing, if the exercise of the Purchase Right within the applicable time
periods set forth in Section 6.1 is prevented by the provisions of Section 3.6,
the Purchase Right shall remain exercisable until three (3) months after the
date the Purchaser is notified by the Company that the Purchase Right is
exercisable, but in any event no later than the Expiration Date.

          3    EXTENSION IF PURCHASER SUBJECT TO SECTION 16(b).  Notwithstanding
the foregoing, if a sale within the applicable time periods set forth in Section
6.1 of shares acquired upon the exercise of the Purchase Right would subject the
Purchaser to suit under Section 16(b) of the Exchange Act, the Purchase Right
shall remain exercisable until the earliest to occur of (i) the tenth (10th) day
following the date on which a sale of such shares by the Purchaser would no
longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day
after the Purchaser's termination of Service, or (iii) the Expiration Date.

          4    LEAVE OF ABSENCE.  For purposes of Section 6.1, the Purchaser's
Service with the Participating Company Group shall not be deemed to terminate if
the Purchaser takes any military leave, sick leave, or other bona fide leave of
absence approved by the Company of ninety (90) days or less.  In the event of a
leave of absence in excess of ninety (90) days, the Purchaser's Service shall be
deemed to terminate on the ninety-first (91st) day of such leave unless the
Purchaser's right to return to Service with the Participating Company Group
remains guaranteed by statute or contract.  Notwithstanding the foregoing,
unless otherwise designated by the Company (or required by law), a leave of
absence shall not be treated as Service for purposes of determining the
Purchaser's Vested Ratio.

     7.   ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.  In the event of any
          --------------------------------------------                      
stock dividend, stock split, reverse stock split, recapitalization, combination,
reclassification, or similar 

                                       6
<PAGE>
 
change in the capital structure of the Company, appropriate adjustments shall be
made in the number, Purchase Price and class of shares of stock subject to the
Purchase Right. In the event of any such amendment, the Number of Shares and the
Purchase Price shall be adjusted in a fair and equitable manner, as determined
by the Board, in its sole discretion. Notwithstanding the foregoing, any
fractional share resulting from an adjustment pursuant to this Section 7 shall
be rounded up or down to the nearest whole number, as determined by the Board,
and in no event may the Purchase Price be decreased to an amount less than the
par value, if any, of the stock subject to the Purchase Right. The adjustments
determined by the Board pursuant to this Section 7 shall be final, binding and
conclusive.

     8.   RIGHTS AS A STOCKHOLDER, EMPLOYEE OR CONSULTANT.  The Purchaser shall
          -----------------------------------------------                      
have no rights as a stockholder with respect to any shares covered by the
Purchase Right until the date of the issuance of a certificate for the shares
for which the Purchase Right has been exercised (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company).  No adjustment shall be made for dividends, distributions or other
rights for which the record date is prior to the date such certificate is
issued, except as provided in Section 7.  Nothing in this Agreement shall confer
upon the Purchaser any right to continue in the Service of a Participating
Company or interfere in any way with any right of the Participating Company
Group to terminate the Purchaser's Service as an Employee or Consultant, as the
case may be, at any time.

     9.   LEGENDS.  The Company may at any time place legends referencing any
          -------                                                            
applicable federal, state or foreign securities law restrictions on all
certificates representing shares of stock subject to the provisions of this
Agreement.  The Purchaser shall, at the request of the Company, promptly present
to the Company any and all certificates representing shares acquired pursuant to
the Purchase Right in the possession of the Purchaser in order to carry out the
provisions of this Section.

     10.  RESTRICTIONS ON TRANSFER OF SHARES.  No shares acquired upon exercise
          ----------------------------------                                   
of the Purchase Right may be sold, exchanged, transferred (including, without
limitation, any transfer to a nominee or agent of the Purchaser), assigned,
pledged, hypothecated or otherwise disposed of, including by operation of law,
in any manner which violates any of the provisions of this Agreement, and any
such attempted disposition shall be void.  The Company shall not be required (a)
to transfer on its books any shares which will have been transferred in
violation of any of the provisions set forth in this Agreement or (b) to treat
as owner of such shares or to accord the right to vote as such owner or to pay
dividends to any transferee to whom such shares will have been so transferred.

     11.  BINDING EFFECT.  Subject to the restrictions on transfer set forth
          --------------                                                    
herein, this Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.

     12.  TERMINATION OR AMENDMENT.  The Board may terminate or amend the Plan
          ------------------------                                            
or the Purchase Right at any time; provided, however, that no such termination
or amendment may adversely affect the Purchase Right or any unexercised portion
hereof without the consent of the 

                                       7
<PAGE>
 
Purchaser unless such termination or amendment is necessary to comply with any
applicable law or government regulation. No amendment or addition to this
Agreement shall be effective unless in writing.

     13.  INTEGRATED AGREEMENT.  This Agreement constitutes the entire
          --------------------                                        
understanding and agreement of the Purchaser and the Participating Company Group
with respect to the subject matter contained herein, and there are no
agreements, understandings, restrictions, representations, or warranties among
the Purchaser and the Participating Company Group with respect to such subject
matter other than those as set forth or provided for herein. To the extent
contemplated herein, the provisions of this Agreement shall survive any exercise
of the Purchase Right and shall remain in full force and effect.

     14.  APPLICABLE LAW.  This Agreement shall be governed by the laws of the
          --------------                                                      
State of California as such laws are applied to agreements between California
residents entered into and to be performed entirely within the State of
California.


                                            ASCEND COMMUNICATIONS, INC.



                                            By:________________________________

                                            Title:_____________________________
 


     The Purchaser represents that the Purchaser is familiar with the terms and
provisions of this Agreement and hereby accepts the Purchase Right subject to
all of the terms and provisions thereof. The Purchaser hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Board
upon any questions arising under this Agreement.


                                            PURCHASER



Date:__________________________________     ___________________________________


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