1996 Restricted Stock Plan

EXHIBIT 10.13


ASCEND COMMUNICATIONS, INC.


1996 RESTRICTED STOCK PLAN


1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
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1 ESTABLISHMENT. The Ascend Communications, Inc. 1996 Restricted Stock Plan (the "PLAN") is hereby established effective as of October 25, 1996 (the "EFFECTIVE DATE").


2 PURPOSE. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group.


3 TERM OF PLAN. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Stock acquired under the plan have lapsed.


2. DEFINITIONS AND CONSTRUCTION.
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1 DEFINITIONS. Whenever used herein, the following terms shall have their respective meanings set forth below:


(a) "BOARD" means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, "Board" also means such Committee(s).


(b) "CODE" means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.


(c) "COMMITTEE" means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.


(d) "COMPANY" means Ascend Communications, Inc., a Delaware
corporation, or any successor corporation thereto.


(e) "CONSULTANT" means any person, including an advisor, engaged
by a Participating Company to render services other than as an Employee or
a Director.


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(f) "DIRECTOR" means a member of the Board or of the board of directors of any other Participating Company.


(g) "EMPLOYEE" means any person treated as an employee (including an officer or a Director who is also treated as an employee) in the records of a Participating Company; provided, however, that neither service as a Director nor payment of a director's fee shall be sufficient to constitute employment for purposes of the Plan.


(h) "FAIR MARKET VALUE" means, as of any date, the value of a share of stock or other property as determined by the Board, in its sole discretion, or by the Company, in its sole discretion, if such determination is expressly allocated to the Company herein.


(i) "PARENT CORPORATION" means any present or future "parent corporation" of the Company, as defined in Section 424(e) of the Code.


(j) "PARTICIPANT" means a person who has been granted one or more Purchase Rights.


(k) "PARTICIPATING COMPANY" means the Company or any Parent Corporation or Subsidiary Corporation.


(l) "PARTICIPATING COMPANY GROUP" means, at any point in time, all corporations collectively which are then Participating Companies.


(m) "PURCHASE RIGHT" means a right to purchase Stock pursuant to the terms and conditions of the Plan.


(n) "STOCK" means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2.


(o) "STOCK PURCHASE AGREEMENT" means a written agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Purchase Right granted to the Participant.


(p) "SUBSIDIARY CORPORATION" means any present or future "subsidiary corporation" of the Company, as defined in Section 424(f) of the Code.


2 CONSTRUCTION. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. use of the term "or" is not intended to be exclusive, unless the context clearly requires otherwise.


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3. ADMINISTRATION.
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1 ADMINISTRATION BY THE BOARD. The Plan shall be administered by the board, including any duly appointed Committee of the Board. All questions of interpretation of the Plan or of any Purchase Right shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Purchase Right. Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election.


2 POWERS OF THE BOARD. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its sole discretion:


(a) to determine the persons to whom, and the time or times
at which, Purchase Rights shall be granted and the number of shares of
Stock to be subject to each Purchase Right;


(b) to determine the terms, conditions and restrictions
applicable to each Purchase Right (which need not be identical) and any
shares acquired upon the exercise thereof, including, without limitation,
(i) the purchase price per share of Stock, (ii) the method of payment for
shares purchased upon the exercise of the Purchase Right, (iii) the method
for satisfaction of any tax withholding obligation arising in connection
with the Purchase Right or such shares, including by the withholding or
delivery of shares of stock, (iv) the vesting of any shares acquired upon
the exercise of a Purchase Right, and (v) all other terms, conditions and
restrictions applicable to the Purchase Right or such shares not
inconsistent with the terms of the Plan;


(c) to approve one or more forms of Stock Purchase Agreement;


(d) to prescribe, amend or rescind rules, guidelines and
policies relating to the Plan, or to adopt supplements to, or alternative
versions of, the Plan, including, without limitation, as the Board deems
necessary or desirable to comply with the laws of, or to accommodate the
tax policy or custom of, foreign jurisdictions whose citizens may be
granted Purchase Rights; and


(e) to correct any defect, supply any omission or reconcile
any inconsistency in the Plan or any Stock Purchase Agreement and to make
all other determinations and take such other actions with respect to the
Plan or any Purchase Right as the Board may deem advisable to the extent
consistent with the Plan and applicable law.


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4. SHARES SUBJECT TO PLAN.
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1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be two hundred thousand (200,000) and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Purchase Right for any reason expires or is terminated or canceled, or shares of Stock acquired, subject to repurchase, upon the exercise of a Purchase Right are repurchased by the Company, the shares of Stock allocable to the unexercised portion of such Purchase Right, or such repurchased shares of Stock, shall again be available for issuance under the Plan.


2 ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to the plan and to any outstanding Purchase Rights and in the purchase price per share of any outstanding Purchase Rights. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded up or down to the nearest whole number, as determined by the Board. The adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and conclusive.


5. ELIGIBILITY. Purchase Rights may be granted only to Employees and
----------- Consultants; provided, however, that Purchase Rights may not be granted to (a) a person who is an officer or director of a Participating Company, or (b) any person whose eligibility to participate in the Plan would require the Company to obtain stockholder approval of the Plan pursuant to the Bylaws of the National Association of Securities Dealers (including any schedules thereto) or any other applicable law, regulation or rule. For purposes of the foregoing sentence, "Employees" shall include prospective Employees to whom Purchase Rights are granted in connection with written offers of employment with the Participating Company Group, and "Consultants" shall include prospective Consultants to whom Purchase Rights are granted in connection with written offers of engagement with the Participating Company Group. No Purchase Right granted to a prospective Employee or a prospective Consultant may be exercised prior to the date on which such person commences service with a Participating Company. Eligible persons may be granted more than one (1) Purchase Right.


6. TERMS AND CONDITIONS OF PURCHASE RIGHTS. Purchase Rights shall be
--------------------------------------- evidenced by Stock Purchase Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. Stock Purchase Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:


1 PURCHASE PRICE. The purchase price for each Purchase Right shall be established in the sole discretion of the Board. The Board may, in its sole discretion, provide that a Participant is not required to make any monetary payment as a condition of receiving a grant of shares of Stock pursuant to the Plan.


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2 PAYMENT OF PURCHASE PRICE.


(a) FORMS OF CONSIDERATION AUTHORIZED. Except as otherwise provided below, payment of the purchase price for the Stock being acquired pursuant to any Purchase Right shall be made (i) in cash, or by check, (ii) by tender to the Company of shares of Stock owned by the Participant having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter for the Company), (iii) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (iv) by any combination thereof. The Board may at any time or from time to time, by adoption of or by amendment to the standard form of Stock Purchase Agreement described in Section 7, or by other means, grant Purchase Rights which do not permit all of the foregoing forms of consideration to be used in payment of the purchase price or which otherwise restrict one or more forms of consideration.


(b) TENDER OF STOCK. Notwithstanding the foregoing, a Purchase Right may not be exercised by tender to the Company of shares of Stock to the extent such tender of Stock would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company's stock. Unless otherwise provided by the Board, a Purchase Right may not be exercised by tender to the Company of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months or were not acquired, directly or indirectly, from the Company.


3 TAX WITHHOLDING. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable upon the exercise of a Purchase Right, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to such Purchase Right or the shares acquired upon the exercise thereof. Alternatively or in addition, in its sole discretion, the Company shall have the right to require the Participant, th ...