Cto Employment Agreement

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Exhibit 10.9


EMPLOYMENT OFFER

April 25, 2002

Sandeep Pombra

Subject: Employment Offer

Dear Sandeep,

I am pleased to offer you employment as CTO, Echo and DSP Network Products, reporting directly to me. This offer is contingent upon the approval of Ditech's Board of Directors Compensation Committee.

Your compensation package consists of the following: ? Annual Base salary of $180,000.

? Eligibility for a Management Bonus of up to $45,000. The bonus is broken down as follows: ? $20,000 based on attainment of corporate performance objectives. There will be no payment made for FY 03 corporate performance.

? $25,000 based on attainment of individual performance objectives. The Management Bonus program in general, and your bonus in particular, are subject to change, including elimination of the program, at the sole discretion of the Company. Bonus will be earned and paid pro-rata at the end of each fiscal quarter. This bonus will be guaranteed for the first year of your employment only. Payment will be made pro-rata over the year and paid on the fiscal quarters. You must be employed by Ditech as an active employee on the last day of said quarter in order to earn a bonus for that quarter.

Subject to the approval of the Company's Board of Directors or its Compensation Committee, you will be granted stock options to purchase 150,000 shares of the Company's Common Stock. The exercise price per share will be equal to the fair market value per share on the date the option is approved by Ditech's Board of Directors. The option will be subject to the terms and conditions applicable to options granted under Ditech's 2000 Non-Qualified Stock Plan, as described in that Plan and the applicable stock option agreement. The option will be immediately exercisable and are Non-qualified options. The purchased shares will be subject to repurchase by the Company at the exercise price in the event that yo ...