Exhibit 10.23


 


DITECH
COMMUNICATIONS CORPORATION


2005 NEW RECRUIT STOCK OPTION PLAN


 


OPTION GRANT NOTICE


 


Ditech
Communications Corporation (the “Company”), pursuant to its 2005 New Recruit
Stock Option Plan (the “Plan”),
hereby grants to Optionholder an option to purchase the number of shares of the
Company’s Common Stock set forth below. 
This option is subject to all of the terms and conditions as set forth
herein and in the Option Agreement, the Plan, and the Notice of Exercise, all
of which are attached hereto and incorporated herein in their entirety.


 




	
  Optionholder:

  	
   

  
	
  Date of Grant:

  	
   

  
	
  Vesting Commencement
  Date:

  	
   

  
	
  Number of Shares
  Subject to Option:

  	
   

  
	
  Exercise Price (Per
  Share):

  	
   

  
	
  Total Exercise Price:

  	
   

  
	
  Expiration Date:

  	
   

  






 


	
  Type of
  Grant:

  	
   

  	
  Nonstatutory
  Stock Option

  
	
   

  	
   

  	
   

  
	
  Exercise Schedule:

  	
   

  	
  1/4th
  of the shares vest and become exercisable one year after the Vesting
  Commencement Date; the balance of the shares vest and become exercisable in a
  series of thirty-six (36) successive equal monthly installments measured from
  the first anniversary of the Vesting Commencement Date.

  
	
   

  	
   

  	
   

  
	
  Payment:

  	
   

  	
  By
  one or a combination of the following items (described in the Option
  Agreement):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  By
  cash or check

  
	
   

  	
   

  	
  ý

  	
  Pursuant
  to a Regulation T Program if the Shares are publicly traded

  
	
   

  	
   

  	
  ý

  	
  By
  delivery of already-owned shares if the Shares are publicly traded

  



 


Additional
Terms/Acknowledgements: The undersigned Optionholder
acknowledges receipt of, and understands and agrees to, this Option Grant
Notice, the Option Agreement, and the Plan. 
Optionholder further acknowledges that as of the Date of Grant, this
Option Grant Notice, the Option Agreement, and the Plan set forth the entire
understanding between Optionholder and the Company regarding the acquisition of
stock in the Company and supersede all prior oral and written agreements on
that subject with the exception of (i) options previously granted and
delivered to Optionholder under the Plan, and (ii) the following
agreements only:


 


OTHER
AGREEMENTS:


 


 


	
  DITECH COMMUNICATIONS
  CORPORATION

  	
  OPTIONHOLDER:

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
  Signature

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  
								



 


ATTACHMENTS:  Option Agreement, 2005 New Recruit Stock
Option Plan, and Notice of Exercise


 


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DITECH
COMMUNICATIONS CORPORATION


2005 NEW
RECRUIT STOCK OPTION PLAN


 


OPTION AGREEMENT

(NONSTATUTORY STOCK OPTION)


 


Pursuant to your Option Grant Notice (“Grant Notice”) and
this Option Agreement, Ditech Communications Corporation (the “Company”) has granted
you an option under its 2005 New Recruit Stock Option Plan (the “Plan”) to purchase
the number of shares of the Company’s Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice.  Defined terms not explicitly defined in this
Option Agreement but defined in the Plan shall have the same definitions as in
the Plan.


 


The details of your option are as follows:


 


1.             VESTING.  Subject to the limitations contained herein,
your option will vest as provided in your Grant Notice, provided that vesting
will cease upon the termination of your Continuous Service.


 


2.             NUMBER
OF SHARES AND EXERCISE PRICE.  The
number of shares of Common Stock subject to your option and your exercise price
per share referenced in your Grant Notice may be adjusted from time to time for
Capitalization Adjustments.


 


3.             EXERCISE
RESTRICTION FOR NON-EXEMPT EMPLOYEES. 
In the event that you are an Employee eligible for overtime compensation
under the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), you may not
exercise your option until you have completed at least six (6) months of
Continuous Service measured from the Date of Grant specified in your Grant
Notice, notwithstanding any other provision of your option.


 


4.             METHOD
OF PAYMENT.  Payment of the exercise
price is due in full upon exercise of all or any part of your option.  You may elect to make payment of the exercise
price in cash or by check or in any other manner permitted
by your Grant Notice, which may include one or more of the following:


 


(a)           In
the Company’s sole discretion at the time your option is exercised and provided
that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of Common Stock, results in either the
receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales
proceeds.


 


(b)           In
the Company’s sole discretion at the time your option is exercised and provided
that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, by
delivery to the Company (either by actual delivery or attestation) of
already-owned shares of Common Stock either that you have held for the period
required to avoid a charge to the Company’s reported earnings (generally six (6) months)
or that you did not


 


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acquire, directly or
indirectly from the Company, that are owned free and clear of any liens,
claims, encumbrances or security interests, and that are valued at Fair Market
Value on the date of exercise.  “Delivery”
for these purposes, in the sole discretion of the Company at the time you
exercise your option, shall include delivery to the Company of your attestation
of ownership of such shares of Common Stock in a form approved by the
Company.  Notwithstanding the foregoing,
you may not exercise your option by tender to the Company of Common Stock to
the extent such tender would violate the provisions of any law, regulation or
agreement restricting the redemption of the Company’s stock.


 


5.             WHOLE
SHARES.  You may exercise your option
only for whole shares of Common Stock.


 


6.             SECURITIES
LAW COMPLIANCE.  Notwithstanding
anything to the contrary contained herein, you may not exercise your option
unless the shares of Common Stock issuable upon such exercise are then
registered under the Securities Act or, if such shares of Common Stock are not
then so registered, the Company has determined that such exercise and issuance
would be exempt from the registration requirements of the Securities Act.  The exercise of your option also must comply
with other applicable laws and regulations governing your option, and you may
not exercise your option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.


 


7.             TERM.  You may not exercise your option before the
commencement or after the expiration of its term.  The term of your option commences on the Date
of Grant and expires upon the earliest of the following:


 


(a)           three
(3) months after the termination of your Continuous Service for any reason
other than your Disability or death; provided,
however, that (i) if during any part of such three (3) month
period your option is not exercisable solely because of the condition set forth
in Section 6, your option shall not expire until the earlier of the Expiration
Date or until it shall have been exercisable for an aggregate period of three (3) months
after the termination of your Continuous Service and (ii) if (x) you are a
Non-Exempt Employee, (y) you terminate your Continuous Service within six (6) months
after the Date of Grant specified in your Grant Notice, and (z) you have vested
in a portion of your option at the time of your termination of Continuous
Service, your option shall not expire until the earlier of (A) the later
of the date that is seven (7) months after the Date of Grant specified in
your Grant Notice or the date that is three (3) months after the
termination of your Continuous Service or (B) the Expiration Date;


 


(b)           twelve
(12) months after the termination of your Continuous Service due to your
Disability;


 


(c)           eighteen
(18) months after your death if you die either during your Continuous Service
or within three (3) months after your Continuous Service terminates;


 


(d)           the
Expiration Date indicated in your Grant Notice; or


 


(e)           the
day before the tenth (10th) anniversary of the Date of Grant.


 


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8.             EXERCISE.


 


(a)           You
may exercise the vested portion of your option (and the unvested portion of
your option if your Grant Notice so permits) during its term by delivering a
Notice of Exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such additional
documents as the Company may then require.


 


(b)           By
exercising your option you agree that, as a condition to any exercise of your
option, the Company may require you to enter into an arrangement providing for
the payment by you to the Company of any tax withholding obligation of the
Company arising by reason of (i) the exercise of your option, (ii) the
lapse of any substantial risk of forfeiture to which the shares of Common Stock
are subject at the time of exercise, or (iii) the disposition of shares of
Common Stock acquired upon such exercise.


 


9.             TRANSFERABILITY.  Your option is not transferable, except by
will or by the laws of descent and distribution, and is exercisable during your
life only by you.  Notwithstanding the
foregoing, by delivering written notice to the Company, in a form satisfactory
to the Company, you may designate a third party who, in the event of your
death, shall thereafter be entitled to exercise your option.  In addition, you may transfer your option to
a trust if you are considered to be the sole beneficial owner (determined under
Section 671 of the Code and applicable state law) while the option is held
in the trust, provided that you and the trustee enter into transfer and other
agreements required by the Company.


 


10.          OPTION
NOT A SERVICE CONTRACT.  Your option
is not an employment or service contract, and nothing in your option shall be
deemed to create in any way whatsoever any obligation on your part to continue
in the employ of the Company or an Affiliate, or of the Company or an Affiliate
to continue your employment.  In
addition, nothing in your option shall obligate the Company or an Affiliate,
their respective stockholders, Boards of Directors, Officers or Employees to
continue any relationship that you might have as a Director or Consultant for
the Company or an Affiliate.


 


11.          WITHHOLDING
OBLIGATIONS.


 


(a)           At
the time you exercise your option, in whole or in part, or at any time
thereafter as requested by the Company, you hereby authorize withholding from
payroll and any other amounts payable to you, and otherwise agree to make
adequate provision for (including by means of a “cashless exercise” pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or
an Affiliate, if any, which arise in connection with the exercise of your
option.


 


(b)           Upon
your request and subject to approval by the Company, in its sole discretion,
and compliance with any applicable legal conditions or restrictions, the
Company may withhold from fully vested shares of Common Stock otherwise
issuable to you upon the exercise of your option a number of whole shares of
Common Stock having a Fair Market Value, determined by the Company as of the
date of exercise, not in excess of the minimum amount of


 


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tax required to be
withheld by law (or such lower amount as may be necessary to avoid variable
award accounting).  Any adverse
consequences to you arising in connection with such share withholding procedure
shall be your sole responsibility.


 


(c)           You
may not exercise your option unless the tax withholding obligations of the
Company and/or any Affiliate are satisfied. 
Accordingly, you may not be able to exercise your option when desired
even though your option is vested, and the Company shall have no obligation to
issue a certificate for such shares of Common Stock or release such shares of
Common Stock from any escrow provided for herein unless such obligations are
satisfied.


 


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


 


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


 


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NOTICE OF EXERCISE


 


	
  Ditech Communications Corporation

  	
   

  	
   

  
	
  825 East Middlefield
  Rd.

  	
   

  	
   

  
	
  Mountain View, CA 94043

  	
   

  	
  Date of Exercise: 

  



 


Ladies and Gentlemen:


 


This
constitutes notice under my stock option that I elect to purchase the number of
shares for the price set forth below.


 


	
  Type
  of option:

  	
   

  	
  Nonstatutory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stock option dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of shares as to
  which option is exercised:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Certificates to be
  issued in name of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total exercise price:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash payment delivered
  herewith:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Value
  of
                
  shares of Ditech Communications Corporation Common Stock delivered herewith(1):

  	
   

  	
  $

  	
   

  	
   

  



 


By
this exercise, I agree (i) to provide such additional documents as you may
require pursuant to the terms of the Ditech Communications Corporation 2005 New Recruit Stock Option Plan, and (ii) to
provide for the payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this option.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 










(1)           Shares
must meet the public trading requirements set forth in the option.  Shares must be valued in accordance with the
terms of the option being exercised, must have been owned for the minimum
period required in the option, and must be owned free and clear of any liens,
claims, encumbrances or security interests. 
Certificates must be endorsed or accompanied by an executed assignment
separate from certificate.


 


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