Exhibit 10.35


 


DITECH
COMMUNICATIONS CORPORATION


 


NONSTATUTORY
STOCK OPTION


 


(1999
NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN)


 


[Name of optionholder], Optionholder:


 


DITECH
COMMUNICATIONS CORPORATION (the “Company”), pursuant
to its 1999 Non-Employee Directors’ Stock Option Plan (the “Plan”) has on [date
of grant] granted to you, the optionholder named above, an option to purchase
shares of the common stock of the Company (“Common Stock”).  This option is not intended to qualify and
will not be treated as an “incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).


 


The grant hereunder is in connection with and
in furtherance of the Company’s compensatory benefit plan for participation of
the Company’s Non-Employee Directors (as defined in the Plan).


 


The details of your option are as follows:


 


1.             The
total  number
of shares of Common Stock subject to this option is [number of shares].  Subject to the limitations contained herein,
this option shall be exercisable in accordance with the Plan.


 


2.             The
exercise price of this option is [exercise price] per share, being the Fair
Market Value (as defined in the Plan) of the Common Stock on the date of grant
of this option.


 


3.             This
option is fully vest and may be exercised, as specified in the Plan, 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 pursuant to
Section 10 of the Plan.  This option may
not be exercised for any number of shares that would require the issuance of
anything other than whole shares.


 


By exercising this option you agree that the
Company may require you to enter an arrangement providing for the cash payment
by you to the Company of any tax withholding obligation of the Company arising
by reason of the exercise of this option.


 


4.             Any
notices provided for in this 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 the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the address specified below
or at such other address as you hereafter designate by written notice to the
Company.


 

















 


5.             This
option is subject to all the provisions
of the Plan, a copy of which is attached hereto and its provisions are hereby
made a part of this option, including without limitation the provisions of
Section 7 of the Plan relating to option provisions, 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 this
option and those of the Plan, the provisions of the Plan shall control.


 


Dated the [date of agreement]


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  DITECH
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  William Tamblyn

  
	
   

  	
   

  	
  Duly authorized on behalf

  of the Board of Directors

  
				



 


ATTACHMENTS:


 


1999 Non-Employee Directors’ Stock Option Plan


 

















 


The undersigned:


 


(a)           Acknowledges receipt of the foregoing
option and the attachments referenced therein and understands that all rights
and liabilities with respect to this option are set forth in the option and the
Plan;


 


(b)           Acknowledges that as of the date of
grant of this option, it sets forth the entire understanding between the
undersigned optionholder and the Company and its affiliates regarding the
acquisition of stock in the Company and supersedes all prior oral and written
agreements on that subject with the exception of (i) the options previously
granted and delivered to the undersigned under stock options plans of the
Company, and (ii) the following agreements only:


 


	
  NONE

  	
   

  	
   

  
	
   

  	
  (Initial)

  	
   

  
	
   

  	
   

  	
   

  
	
  OTHER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
   

  
	
   

  	
  OPTIONHOLDER

  
	
   

  	
   

  
	
   

  	
  [name of option holder]

  
	
   

  	
  Address

  
	
   

  	
   

  
	
   

  	
  [address of optionholder]