DITECH NETWORKS, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
Approved by the Board of Directors March 5, 1999
Approved by Stockholders April 21, 1999
Amended by the Board of Directors July 25, 2000
Amendment Approved by Stockholders September 22, 2000
Amended by the Board of Directors July 12, 2001
Amendment Approved by Stockholders September 21, 2001
Amended by the Board of Directors November 14, 2001
Amended by the Board of Directors June 6, 2002
Amendment Approved by Stockholders September 20, 2002
Amended by the Board of Directors May 16, 2003
Amendment Approved by the Stockholders September 19, 2003
Amended by the Board of Directors May 12, 2006
Subject to Approval by Stockholders September 15, 2006
Amended by the Board of Directors May 8, 2009
(a) The purpose of this Employee Stock Purchase Plan (the “Plan”) is to provide a means by which
employees of Ditech Networks, Inc. (the “Company”) and its Affiliates, as defined in subparagraph 1(b), which
are designated as provided in subparagraph 2(b), may be given an opportunity to purchase common stock of the
(b) The word “Affiliate” as used in the Plan means any parent corporation or subsidiary corporation
of the Company, as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue
Code of 1986, as amended (the “Code”).
(c) The Company, by means of the Plan, seeks to retain the services of its employees, to secure and
retain the services of new employees, and to provide incentives for such persons to exert maximum efforts for the
success of the Company.
(d) The Company intends that the rights to purchase stock of the Company granted under the Plan
be considered options issued under an “employee stock purchase plan” as that term is defined in Section 423
(b) of the Code.
(a) The Plan shall be administered by t