0001193125-04-083789 Sample Contracts

REDBACK NETWORKS INC.
Restricted Stock Agreement • May 10th, 2004 • Redback Networks Inc • Services-computer integrated systems design

Unless otherwise defined herein, capitalized terms defined in the 1999 Stock Incentive Plan shall have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).

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AMENDMENT TO OFFER LETTER
Offer Letter • May 10th, 2004 • Redback Networks Inc • Services-computer integrated systems design

THIS AMENDMENT dated January 3, 2004 (the “Amendment”) shall amend the offer letter dated March 14, 2003, (the “Offer Letter”) by and between Redback Networks Inc., a Delaware corporation (the “Company”), and Georges Antoun (“Mr. Antoun”).

LETTERHEAD OF CHANIN CAPITAL PARTNERS] February 11, 2004
Redback Networks Inc • May 10th, 2004 • Services-computer integrated systems design
AMENDMENT TO OFFER LETTER
Offer Letter • May 10th, 2004 • Redback Networks Inc • Services-computer integrated systems design

THIS AMENDMENT dated January 3, 2004 (the “Amendment”) shall amend the offer letter dated December 17, 2001 (the “Offer Letter”) by and between Redback Networks Inc., a Delaware corporation (the “Company”), and Joel Arnold (“Mr. Arnold”).

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