Exhibit 10.5


 


OCCAM NETWORKS, INC.


2006 EQUITY INCENTIVE PLAN


RESTRICTED STOCK UNIT AGREEMENT


 


Grant
#


 


NOTICE OF GRANT


 


Occam
Networks, Inc. (the “Company”) hereby grants you, [                ]
(the “Grantee”), the number of restricted stock units indicated below (the “Restricted
Stock Units”) under the Company’s 2006 Equity Incentive Plan (the “Plan”). The
date of this Agreement is [                ]
(the “Grant Date”). Subject to the provisions of Appendix A (attached
hereto), and of the Plan, the principal features of this Restricted Stock Unit
grant are as follows:


 


	
   

  	
   

  
	
  Total
  Number of Restricted Stock Units:

  	
  [                      ]

  
	
   

  	
   

  
	
  Purchase
  Price per Share:

  	
  $0.001

  
	
   

  	
   

  
	
  Total
  Purchase Price:

  	
  $[                ]

  
	
   

  	
   

  
	
  Vesting
  Commencement Date:

  	
  [              ]

  



 


Vesting
Schedule:*
Subject to accelerated vesting as set forth in the Plan, Restricted Stock Units
shall vest as follows:


 


[One-sixth
(1/6) of the Restricted Stock Units shall vest on the six (6) month
anniversary of the Vesting Commencement Date, an additional one-sixth (1/6) of
the Restricted Stock Units shall vest on the twelve (12) month anniversary of
the Vesting Commencement Date, one-third (1/3) of the Restricted Stock Units
shall vest on the twenty-four (24) month anniversary of the Vesting
Commencement Date, and the remaining one-third (1/3) of the Restricted Stock
Units shall vest on the thirty-six (36) month anniversary of the Vesting
Commencement Date, subject to Grantee’s continuing as a Service Provider
through each such date.]


 






*Except as otherwise
provided in Appendix A, Grantee will not vest in the Restricted Stock Units
unless he or she remains a Service Provider through the applicable vesting
date.


 


Your
signature below indicates your agreement and understanding that this grant is
subject to all of the terms and conditions contained in this the Plan and this
Restricted Stock Unit Agreement (the “Agreement”), which includes this Notice
of Grant and Appendix A. For example, important additional information on
vesting and termination of this Restricted Stock Unit grant is contained in
Paragraphs 4 through 7 of Appendix A. ACCORDINGLY,
PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC
TERMS AND CONDITIONS OF THIS RESTRICTED STOCK UNIT GRANT.


 


 


	
  OCCAM
  NETWORKS, INC.:

  	
   

  	
  GRANTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:                               ,
  200

  	
   

  	
  Date:                             ,
  200

  
					



 

















 


APPENDIX A


 


TERMS AND CONDITIONS OF RESTRICTED
STOCK UNITS


 


1. Grant.
The Company hereby grants to the Grantee under the Plan at the per share price
of $0.001, equal to the par value of a Share, the number of Restricted Stock
Units indicated in the Notice of Grant, subject to all of the terms and
conditions in this Agreement and the Plan.


 


2. Payment
of Purchase Price. When shares of the Company’s Common Stock (“Shares”) are
paid to the Grantee in payment for the Restricted Stock Units, the purchase
price will be deemed paid by the Grantee for each Restricted Stock Unit through
the past services rendered by the Grantee, and will be subject to the
appropriate tax withholdings.


 


3. Company’s
Obligation to Pay. Unless and until the Restricted Stock Units have vested
in the manner set forth in paragraphs 4 or 5, the Grantee will have no
right to payment of such Restricted Stock Units. Prior to actual payment of any
vested Restricted Stock Units, such Restricted Stock Units will represent an
unsecured obligation of the Company. Payment of any vested Restricted Stock
Units shall be made in whole Shares only.


 


4. Vesting
Schedule. Except as otherwise provided in this Agreement,
the Restricted Stock Units awarded by this Agreement are scheduled to vest in
accordance with the vesting schedule set forth in the Notice of Grant.
Restricted Stock Units scheduled to vest on any such date actually will vest
only if the Grantee remains a Service Provider through such date.


 


5. Administrator
Discretion. The Administrator, in its discretion, may accelerate the
vesting of the balance, or some lesser portion of the balance, of the Restricted
Stock Units at any time, subject to the terms of the Plan. If so accelerated,
such Restricted Stock Units will be considered as having vested as of the date
specified by the Administrator. Notwithstanding anything in the Plan or this
Agreement to the contrary, if the vesting of the balance, or some lesser
portion of the balance, of the Restricted Stock Units is accelerated in
connection with the Grantee ceasing to be a Service Provider (provided that
such cessation is a “separation from service” within the meaning of Section 409A,
as determined by the Company), other than due to death, and if (x) the Grantee
is a “specified employee” within the meaning of Section 409A at the time of
such termination and (y) the payment of such accelerated Restricted Stock Units
will result in the imposition of additional tax under Section 409A if paid to
the Grantee on or within the six (6) month period following the Grantee ceasing
to be a Service Provider, then the payment of such accelerated Restricted Stock
Units will not be made until the date six (6) months and one (1) day following
the date of such termination, unless the Grantee dies during such six (6) month
period, in which case, the Restricted Stock Units will be paid to the Grantee’s
estate as soon as practicable following his or her death, subject to paragraph
8.  It is the intent of this Agreement to
comply with the requirements of Section 409A so that none of the Restricted
Stock Units provided under this Agreement or Shares issuable thereunder will be
subject to the additional tax imposed under Section 409A, and any ambiguities
herein will be interpreted to so comply. 
For purposes of this Agreement, “Section 409A” means Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), and any proposed,
temporary or final Treasury Regulations and Internal Revenue Service guidance
thereunder, as each may be amended from time to time.


 


6. Payment
after Vesting. Any Restricted Stock Units that vest in accordance with
paragraph 4 will be paid to the Grantee (or in the event of the Grantee’s
death, to his or her estate) in whole Shares as soon as practicable following
the date of vesting, subject to paragraph 9, but in no event later than
the date that is two-and-one-half months from the end of the Company’s tax year
that includes the vesting date. Any Restricted Stock Units that vest in
accordance with paragraph 5 will be paid to the Grantee (or in the event of the
Grantee’s death, to his or her estate) at the time(s) provided in such
paragraph, subject to paragraph 9.


 


7. Forfeiture.
Notwithstanding any contrary provision of this Agreement, the balance of the
Restricted Stock Units that have not vested pursuant to paragraphs 4 or 5 at
the time the Grantee ceases to be a Service Provider will be forfeited and
automatically transferred to and reacquired by the Company at no cost to the
Company. The Grantee shall not be entitled to a refund of any of the price paid
for the Restricted Stock Units forfeited to the Company pursuant to this
paragraph 7.


 

















 


8. Death
of Grantee. Any distribution or delivery to be made to the Grantee under
this Agreement will, if the Grantee is then deceased, be made to the
administrator or executor of the Grantee’s estate (or such other person to whom
the Restricted Stock Units are transferred pursuant to the Grantee’s will or in
accordance with the laws of descent and distribution). Any such transferee must
furnish the Company (a) written notice of his or her status as a
transferee, (b) evidence satisfactory to the Company to establish the
validity of the transfer of these Restricted Stock Units and compliance with
any laws or regulations pertaining to such transfer, and (c) written
acceptance of the terms and conditions of this Restricted Stock Unit grant as
set forth in this Agreement.


 


9. Withholding
of Taxes. When the Shares are issued as payment for vested Restricted Stock
Units, the Grantee will recognize immediate U.S. taxable income if the Grantee
is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be
subject to applicable taxes in his or her jurisdiction. The Company (or the
employing Parent or Subsidiary) will withhold a portion of the Shares otherwise
issuable in payment for vested Restricted Stock Units that have an aggregate
market value sufficient to pay the minimum federal, state and local income,
employment and any other applicable taxes required to be withheld by the
Company (or the employing Parent or Subsidiary) with respect to the Shares,
unless the Company, in its sole discretion, requires or otherwise permits the
Grantee to make alternate arrangements satisfactory to the Company for such
withholdings in advance of the arising of any withholding obligations. The
number of Shares withheld pursuant to the prior sentence shall be rounded up to
the nearest whole Share, with no refund provided for any value of the Shares
withheld in excess of the tax obligation as a result of such rounding, all
pursuant to such procedures as the Administrator may specify from time to time.  Notwithstanding any contrary provision of
this Agreement, no Shares will be issued unless and until satisfactory
arrangements (as determined by the Company) have been made by the Grantee with
respect to the payment of any income and other taxes which the Company
determines must be withheld or collected with respect to such Shares.  In addition and to the maximum extent
permitted by law, the Company (or the employing Parent or Subsidiary) has the
right to retain without notice from salary or other amounts payable to the
Grantee, cash having a sufficient value to satisfy any tax withholding
obligations that the Company determines cannot be satisfied through the
withholding of otherwise deliverable Shares. 
By accepting this Award, the Grantee expressly consents to the
withholding of Shares and to any cash or Share withholding as provided for in
this paragraph 9. All income and other taxes related to the Restricted
Stock Unit award and any Shares delivered in payment thereof are the sole
responsibility of the Grantee.


 


10. Rights
as Stockholder. Neither the Grantee nor any person claiming under or
through the Grantee shall have any of the rights or privileges of a stockholder
of the Company in respect of any Shares deliverable hereunder unless and until
certificates representing such Shares (which may be in book entry form) shall
have been issued, recorded on the records of the Company or its transfer agents
or registrars, and delivered to the Grantee (including through electronic
delivery to a brokerage account). [Notwithstanding any other part of this
Agreement, any quarterly or other regular, periodic dividends or distributions
(as determined by the Company) paid on Shares will accrue with respect to (i) unvested
Restricted Stock Units, and (ii) Restricted Stock Units that are vested
but unpaid pursuant to paragraph 5, and in each case will be paid out at
the same time or time(s) as the underlying Restricted Stock Units on which
such dividends or other distributions have accrued]. After such issuance,
recordation and delivery, the Grantee will have all the rights of a stockholder
of the Company with respect to voting such Shares and receipt of dividends and
distributions on such Shares.


 


11. No
Effect on Employment. The Grantee’s employment with the Company and any
Parent or Subsidiary is on an at-will basis only, subject to the provisions of
applicable law. Accordingly, subject to any written, express employment
contract with the Grantee, nothing in this Agreement or the Plan shall confer
upon the Grantee any right to continue to be employed by the Company or any
Parent or Subsidiary or shall interfere with or restrict in any way the rights
of the Company or the employing Parent or Subsidiary, which are hereby
expressly reserved, to terminate the employment of the Grantee at any time for
any reason whatsoever, with or without good cause. Such reservation of rights
can be modified only in an express written contract executed by a duly
authorized officer of the Company or the Parent or Subsidiary employing the
Grantee. A leave of absence or an interruption in service (including an
interruption during military service) authorized or acknowledged by the Company
or the Affiliate employing the Grantee, as the case may be, shall not be deemed
a termination of service as a Service Provider for the purposes of this
Agreement.


 

















 


12. Address
for Notices. Any notice to be given to the Company under the terms of this
Agreement shall be addressed to the Company, in care of its Secretary at the
Company’s headquarters, 77 Robin Hill Road, Santa Barbara, CA 93117, Attn:
Stock Administration, or at such other address as the Company may hereafter
designate in writing.


 


13. Grant
is Not Transferable. Except to the limited extent
provided in paragraph 8 above, this grant and the rights and privileges
conferred hereby shall not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not be subject to
sale under execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or of
any right or privilege conferred hereby, or upon any attempted sale under any
execution, attachment or similar process, this grant and the rights and
privileges conferred hereby immediately shall become null and void.


 


14. Restrictions
on Sale of Securities. The Shares issued as payment for vested Restricted
Stock Units awarded under this Agreement will be registered under the federal
securities laws and will be freely tradable upon receipt. However, any
subsequent sale of the Shares will be subject to any market blackout-period
that may be imposed by the Company and must comply with the Company’s insider
trading policies, and any other applicable securities laws.


 


15. Binding
Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement shall be binding upon and inure to the benefit
of the heirs, legatees, legal representatives, successors and assigns of the
parties hereto.


 


16. Additional
Conditions for Issuance of Stock. The shares of stock deliverable to the
Grantee may be either previously authorized but unissued shares or issued
shares, which have been reacquired by the Company. The Company shall not be
required to transfer on its books or list in street name with a brokerage
company or otherwise issue any certificate or certificates for Shares hereunder
prior to fulfillment of all the following conditions: (a) the admission of
such Shares to listing on all stock exchanges on which such class of stock is
then listed; and (b) the completion of any registration or other
qualification of such Shares under any state or federal law or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Administrator shall, in its absolute
discretion, deem necessary or advisable; and (c) the obtaining of any
approval or other clearance from any state or federal governmental agency,
which the Administrator shall, in its absolute discretion, determine to be
necessary or advisable; and (d) the lapse of such reasonable period of
time following the date of vesting of the Restricted Stock Units as the
Administrator may establish from time to time for reasons of administrative
convenience.


 


17. Plan
Governs. This Agreement is subject to all terms and provisions of the Plan.
In the event of a conflict between one or more provisions of this Agreement and
one or more provisions of the Plan, the provisions of the Plan shall govern.
Capitalized terms used and not defined in this Agreement shall have the meaning
set forth in the Plan.


 


18. Administrator
Authority. The Administrator shall have the power to interpret the Plan and
this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules (including, but not limited to, the
determination of whether or not any Restricted Stock Units have vested). All
actions taken and all interpretations and determinations made by the Administrator
shall be final and binding upon the Grantee, the Company and all other persons,
and shall be given the maximum deference permitted by law. No member of the
Administrator shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.


 


19. Electronic
Delivery.  The Company may, in its
sole discretion, decide to deliver any documents related to Restricted Stock
Units awarded under the Plan or future Restricted Stock Units that may be
awarded under the Plan by electronic means or request the Grantee’s consent to
participate in the Plan by electronic means. 
The Grantee hereby consents to receive such documents by electronic
delivery and agrees to participate in the Plan through any on-line or
electronic system established and maintained by the Company or another third
party designated by the Company.


 

















 


20. Captions.
Captions provided herein are for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.


 


21. Agreement
Severable. In the event that any provision in this Agreement shall be held
invalid or unenforceable, such provision shall be severable from, and such
invalidity or unenforceability shall not be construed to have any effect on,
the remaining provisions of this Agreement.


 


22. Entire
Agreement. This Agreement constitutes the entire understanding of the
parties on the subjects covered. The Grantee expressly warrants that he or she
is not executing this Agreement in reliance on any promises, representations,
or inducements other than those contained herein.


 


23. Modifications
to the Agreement. This Agreement constitutes the entire understanding of
the parties on the subjects covered. The Grantee expressly warrants that he or
she is not accepting this Agreement in reliance on any promises,
representations, or inducements other than those contained herein.
Modifications to this Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company.
Notwithstanding anything to the contrary in the Plan or this Agreement, the
Company reserves the right to revise this Agreement as it deems necessary or
advisable, in its sole discretion and without the consent of the Grantee, to
avoid imposition of any additional tax or income recognition under Section 409A
of the Code prior to the actual payment of Shares pursuant to this award of
Restricted Stock Units.


 


24. Amendment,
Suspension or Termination of the Plan. By accepting this award, the Grantee
expressly warrants that he or she has received an award under the Plan, and has
received, read and understood a description of the Plan. The Grantee
understands that the Plan is discretionary in nature and may be modified,
suspended or terminated by the Company at any time.


 


25. Governing
Law. This grant of Restricted Stock Units shall be governed by, and
construed in accordance with, the laws of the State of California, without
regard to its conflict of laws provisions.