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DITECH COMMUNICATIONS CORPORATION
1999 NON-OFFICER EQUITY INCENTIVE PLAN
ADOPTED OCTOBER 4, 1999
AMENDED NOVEMBER 9, 1999
AMENDED NOVEMBER 22, 2000
AMENDED NOVEMBER 15, 2002
STOCKHOLDER APPROVAL NOT REQUIRED
(a) The purpose of the Plan is to provide a means by which selected Employees of and Consultants to the Company and its
Affiliates who are not Officers or members of the Boards of Directors of the Company or any of its Affiliates, may be given an
opportunity to benefit from increases in value of the stock of the Company through the granting of (i) Nonstatutory Stock
Options, (ii) stock bonuses and (iii) rights to purchase restricted stock, all as described below. The Plan is also intended to
provide a means by which the Company may grant options to persons not previously employed by the Company as an
inducement essential to those persons' entering employment contracts with the Company. These inducement grants may be
made to persons who ultimately are employed by the Company as Officers.
The Company, by means of the Plan, seeks to retain the services of persons who are now Employees of or Consultants to
the Company or an Affiliate and to provide incentives for such persons to exert maximum efforts for the success of the
Company and its Affiliates.
The Company intends that the Stock Awards issued under the Plan shall, in the discretion of the Board or any Committee
to which responsibility for administration of the Plan has been delegated pursuant to subsection 3(c), be either (i) Options
granted pursuant to Section 6 hereof or (ii) stock bonuses or rights to purchase restricted stock granted pursuant to Section 7
(a) "Affiliate" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms
are defined in Sections 424(e) and (f) respectively, of the Code.