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The intention of this Bonus Agreement, by and between Ditech Communications Corporation (the "Company") and Robert T.
DeVincenzi ("DeVincenzi"), dated December 21, 2001, is to define the bonus payment payable to DeVincenzi for services
performed from November 1, 2001 through January 1, 2003. This bonus payment is in addition to DeVincenzi's Base Pay and the
Commission Payments due DeVincenzi pursuant to the FYE 2002 Ditech Communications Compensation Plan and his
associated Commission Rider.
It is the intent of the parties to create a structure to compensate DeVincenzi during the Period (as defined below) either through
the payment of cash bonus earned during this period or via stock option gains available to DeVincenzi during the Period.
"Bonus Payment" shall mean the lawful money of the United States of America in the amount of Seven Hundred Fifty
Thousand Dollars ($750,000) reduced by the amount of such actual [or potential] gain realized by DeVincenzi upon the exercise
of his Stock Options (as defined below) and the subsequent sale of the stock acquired thereunder.
"Cause" shall mean DeVincenzi's (i) conviction of any crime involving dishonesty; (ii) participation in any fraud against
the Company; (iii) serious misconduct or willful violation of the Company's policies, as determined by the Company in its sole
discretion; or (iv) conduct which in the good faith and reasonable determination of the Company demonstrates gross unfitness
to serve. Physical (excluding self-inflicted incapacitation) or mental disability shall not constitute Cause.
"Good Reason" shall mean DeVincenzi's good faith reason for electing to terminate his employment with the Company
because, in DeVincenzi's reasonable discretion, the Company has directed DeVincenzi to violate a reasonable and customary
code of business ethics so as to cause loss, damage or injury to either (i)