Form of 2007 Equity Incentive Plan Stock Option Agreement (Officer Grants)



 Exhibit 10.35 
 Officers 
 DATA DOMAIN, INC. 2007 EQUITY
INCENTIVE PLAN 
 NOTICE OF STOCK OPTION
GRANT 
 You have been granted the following option to purchase shares of the Common Stock of Data Domain, Inc. (the
“Company”): 
  

			
	 Name of Optionee:
	  	 «Name»

		
	 Total Number of Shares:
	  	 «TotalShares»

		
	 Type of Option:
	  	 Nonstatutory Stock Option

		
	 Exercise Price per Share:
	  	 $«PricePerShare»

		
	 Date of Grant:
	  	 «DateGrant»

		
	 Vesting Commencement Date:
	  	 «VestDay»

		
	 Vesting Schedule:
	  	 This option becomes exercisable with respect to the first 25% of the shares subject to this option when you complete 12 months of continuous Service from the Vesting
Commencement Date. Thereafter, this option becomes exercisable with respect to an additional 1/48th of the shares subject to this option when you complete each month of Service.

		
	 Expiration Date:
	  	 «ExpDate». This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement.


 You and the Company agree that this option is granted under and governed by the terms and
conditions of the Stock Option Agreement, which is attached to and made a part of this document, and the 2007 Equity Incentive Plan (the “Plan”). 
 You further agree that the Company may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other
documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by
the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email. 
  

			
	OPTIONEE:	 	DATA DOMAIN, INC.
		
	_____________________________________________	 	 By:                                      
                                        
            

		
		 	 Title:                                     
                                        
          









 DATA DOMAIN, INC. 2007 EQUITY
INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 
  

			
	Tax Treatment	  	 This option is intended to be a nonstatutory stock option as provided in the Notice of Stock Option Grant.
  

	Vesting	  	 This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant.
  
 This option may become exercisable on an accelerated basis pursuant to
Section 10.3 of the Plan. However, in the event that Section 10.3(d) of the Plan is applicable, 50% of the then unexercisable portion of this option shall become exercisable instead of 25% of the then unexercisable portion of this option. In
addition, if the Company is subject to a Change in Control before your Service terminates and if you are subject to an Involuntary Termination within 12 months following the Change in Control, then an additional 50% of the then unexercisable portion
of this Option will vest and become exercisable as of the date of the Involuntary Termination.
  
 For purposes of this Agreement, “Cause” means (a) your unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure
causes material harm to the Company (b) your material failure to comply with the Company’s written policies or rules, (c) your conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the
United States or any State thereof, (d) your gross misconduct, (e) a continuing failure to perform your assigned duties after receiving written notification of such failure from the Board or (f) your failure to cooperate in good faith with a
governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation.
  
 For purposes of this Agreement, “Involuntary Termination” means the termination of your Service by reason of (a) your involuntary discharge
by the Company (or the Parent, Subsidiary or Affiliate employing you) for reasons other than Cause or (b) your voluntary resignation following (i) a change in your position that involves a material reduction in your level of responsibility
and/or scope of authority, (ii) a reduction in base salary (other than a reduction generally applicable to other employees similarly-situated and in general the same proportion as for you) or (iii) receipt of notice that your principal
workplace will be relocated more than 40 miles; for the purposes of clause (i) upon or after a Change in Control, a change in responsibility shall not be deemed to occur solely


  

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		  	 because you are part of a larger organization or because of a change in title (except for a change in the title of the Chief
Executive Officer or the Chief Financial Officer).
  
 This
option will in no event become exercisable for additional shares after your Service has terminated for any reason except as set forth above.
  

	Term	  	 This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (It will expire earlier if your Service
terminates, as described below.)
  

	 Regular
 Termination
	  	 If your Service terminates for any reason except death or total and permanent disability, then this option will expire at the close
of business at Company headquarters on the date three months after your termination date. The Company determines when your Service terminates for this purpose.
  

	Death	  	 If you die before your Service terminates, then this option will expire at the close of business at Company headquarters on the date
12 months after the date of death.
  

	Disability	  	 If your Service terminates because of your total and permanent disability, then this option will expire at the close of business at
Company headquarters on the date 12 months after your termination date.
  
 For all purposes under this Agreement, “total and permanent disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one year.
  

	 Leaves of Absence
 and Part-Time

Work
	  	 For purposes of this option, your Service does not terminate when you go on a military leave, a sick leave or another bona
fide leave of absence, if the leave was approved by the Company in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
  
 If you go on a leave of absence, then the vesting schedule specified in
the Notice of Stock Option Grant may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Stock
Option Grant may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.


  

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	 Restrictions on
 Exercise
	  	 The Company will not permit you to exercise this option if the issuance of shares at that time would violate any law or
regulation.
  

	Notice of Exercise	  	 When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the
address given on the form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares should be registered. The notice will be effective when the Company receives it.
  
 If someone else wants to exercise this option after your death, that
person must prove to the Company’s satisfaction that he or she is entitled to do so.
  

	Form of Payment	  	 When you submit your notice of exercise, you must include payment of the option exercise price for the shares that you are
purchasing. To the extent permitted by applicable law, payment may be made in one (or a combination of two or more) of the following forms:
  

		  	 •      Your personal check, a cashier’s check or a money
order.
  

		  	 •      Certificates for shares of Company stock that you own, along with
any forms needed to effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Company stock,
you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you.
  
 •      Irrevocable directions to a securities broker approved by the Company to sell all or
part of your option shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the option exercise price and any withholding taxes. (The balance of the sale proceeds, if any, will be delivered to you.) The directions
must be given by signing a special “Notice of Exercise” form provided by the Company.
  

	 Withholding
 Taxes and Stock
 Withholding
	  	 You will not be allowed to exercise this option unless you make arrangements acceptable to the Company to pay any withholding taxes
that may be due as a result of the option exercise. With the Company’s consent, these arrangements may include withholding shares of Company stock that otherwise would be issued to you when you exercise this option. The value of these shares,
determined as of the effective date of the option exercise, will be applied to the withholding taxes.
  

	Restrictions on Resale	  	 You agree not to sell any option shares at a time when applicable laws, Company policies or an agreement between the Company and its


  

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		  	 underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the
termination of your Service as the Company may specify.
  

	Transfer of Option	  	 Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell
this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or a beneficiary designation.
  
 Regardless of any marital property settlement agreement, the Company is
not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in your option in any other way.
  

	Retention Rights	  	 Your option or this Agreement does not give you the right to be retained by the Company or a subsidiary of the Company in any
capacity. The Company and its subsidiaries reserve the right to terminate your Service at any time, with or without cause.
  

	Stockholder Rights	  	 You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the
required notice to the Company and paying the exercise price. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan.
  

	Adjustments	  	 In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this option and
the exercise price per share will be adjusted pursuant to the Plan.
  

	Applicable Law	  	 This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law
provisions).
  

	The Plan and Other Agreements	  	 The text of the Plan is incorporated in this Agreement by reference. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Plan.
  
 This Agreement and the
Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement
between the parties.


 BY SIGNING THE COVER
SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE 
 TERMS AND CONDITIONS DESCRIBED ABOVE AND IN
THE PLAN. 
  

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