Exhibit 10.8


 


OCCAM
NETWORKS, INC.


 


2006
EMPLOYEE STOCK PURCHASE PLAN


 


As amended
and restated effective March 24, 2008


 


1.           Purpose. The purpose of the
Plan is to provide employees of the Company and its Designated Subsidiaries
with an opportunity to purchase Common Stock of the Company through accumulated
payroll deductions. It is the intention of the Company to have the Plan qualify
as an “Employee Stock Purchase Plan” under Section 423 of the Code. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a uniform and nondiscriminatory basis consistent with
the requirements of Section 423.


 


2.           Definitions.


 


(a)           “Administrator”
shall mean the Board or any Committee designated by the Board to administer the
plan pursuant to Section 14.


 


(b)           “Board”
shall mean the Board of Directors of the Company.


 


(c)           “Change
in Control” means the occurrence of any of the following events:


 


(i)              Any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3
of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company’s then outstanding voting securities; or


 


(ii)             The consummation of the sale or disposition by the
Company of all or substantially all of the Company’s assets; or


 


(iii)            A change in the composition of the Board occurring within
a two-year period, as a result of which fewer than a majority of the directors
are Incumbent Directors. “Incumbent Directors” means directors who either (A) are
Directors as of the effective date of the Plan, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of the Directors at the time of such election or nomination (but will
not include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or


 


(iv)           The consummation of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or its parent)
at least fifty percent (50%) of the total voting power represented by the
voting securities of


 

















 


 the
Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.


 


(d)           “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(e)           “Committee”
means a committee of the Board appointed by the Board in accordance with Section 14
hereof.


 


(f)            “Common
Stock” shall mean the common stock of the Company.


 


(g)           “Company”
shall mean Occam Networks, Inc., a Delaware corporation.


 


(h)           “Compensation”
shall mean all base straight time gross earnings, commissions, overtime and
shift premium, but exclusive of payments for incentive compensation, bonuses
and other compensation.


 


(i)            “Designated
Subsidiary” shall mean any Subsidiary selected by the Administrator as
eligible to participate in the Plan.


 


(j)            “Director”
shall mean a member of the Board.


 


(k)           “Eligible
Employee” shall mean any individual who is a common law employee of the
Company or any Designated Subsidiary and whose customary employment with the
Company or Designated Subsidiary is at least fifteen (15) hours per week and
more than five (5) months in any calendar year. For purposes of the Plan,
the employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the Company. Where
the period of leave exceeds 90 days and the individual’s right to reemployment
is not guaranteed either by statute or by contract, the employment relationship
shall be deemed to have terminated on the 91st day of such leave.


 


(l)            “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(m)          “Exercise
Date” shall mean the first Trading Day on or after February 15 and August 15
of each year. The first Exercise Date under the Plan shall be February 15,
2007.


 


(n)           “Fair
Market Value” shall mean, as of any date and unless the Administrator
determines otherwise, the value of Common Stock determined as follows:


 


(i)              If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Market, its Fair
Market Value shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or system on the
date of determination, as reported in The Wall Street Journal
or such other source as the Board deems reliable;


 


(ii)             If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid


 


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and asked prices for the Common Stock on the date of determination, as
reported in The Wall Street Journal or such other
source as the Board deems reliable; or


 


(iii)            In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.


 


(iv)           For purposes of the first Offering Period under the Plan,
the Fair Market Value will be the initial price to the public as set forth in
the final prospectus deemed to be included within the registration statement on
Form S-1 (File No. 333-134318) filed with the Securities and Exchange
Commission for the follow-on public offering of the Common Stock (the “Registration
Statement”).


 


(o)           “Offering
Date” shall mean the first Trading Day of each Offering Period.


 


(p)           “Offering
Periods” shall mean the periods of approximately six (6) months during
which an option granted pursuant to the Plan may be exercised, commencing on
the first Trading Day on or after February 15 and August 15  of each year and terminating on the first
Trading Day on or after the subsequent Offering Period commencement date
approximately six months later; provided that the first Offering Period under
the Plan shall commence with the first Trading Date on or after the date on
which the Securities and Exchange Commission declares the Company’s
Registration Statement effective and ending with the first Trading Date on or
after the earlier of (i) February 15, 2007 or (ii) twenty-seven
(27) months from the beginning of the first Offering Period. The duration and
timing of Offering Periods may be changed pursuant to Section 4 of this
Plan.


 


(q)           “Plan”
shall mean this 2006 Employee Stock Purchase Plan.


 


(r)            “Purchase
Price” shall mean, for the first Offering Period, eighty-five percent (85%)
of the Fair Market Value of a share of Common Stock on the Offering Date or on
the Exercise Date, whichever is lower; provided however, that the Purchase
Price may be determined for subsequent Offering Periods by the Administrator
subject to compliance with Section 423 of the Code (or any successor rule or
provision or any other applicable law, regulation or stock exchange rule) or
pursuant to Section 20.


 


(s)           “Special
Offering Period” shall mean the Offering Period commencing on the first
Trading Day on or after April 1, 2008, and terminating immediately
following but on the same Exercise Date for the Offering Period that commenced
on or about November 15, 2007. All references in the Plan to an “Offering
Period” shall include the Special Offering Period.


 


(t)            “Subsidiary”
shall mean a “subsidiary corporation,” whether now or hereafter existing, as
defined in Section 424(f) of the Code.


 


(u)           “Trading
Day” shall mean a day on which national stock exchanges and the Nasdaq
System are open for trading.


 


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3.           Eligibility.


 


(a)           First
Offering Period. Any individual who is an Eligible Employee immediately
prior to the first Offering Period shall be automatically enrolled in the first
Offering Period.


 


(b)           Subsequent
Offering Periods. Any Eligible Employee on a given Offering Date shall be
eligible to participate in the Plan.


 


(c)           Limitations.
Any provisions of the Plan to the contrary notwithstanding, no Eligible
Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Eligible Employee (or any other person whose
stock would be attributed to such Eligible Employee pursuant to Section 424(d) of
the Code) would own capital stock of the Company and/or hold outstanding options
to purchase such stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of the capital stock of the
Company or of any Subsidiary, or (ii) to the extent that his or her rights
to purchase stock under all employee stock purchase plans of the Company and
its subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.


 


4.           Offering Periods. The Plan
shall be implemented by consecutive Offering Periods with a new Offering Period
commencing on the first Trading Day on or after February 15 and August 15
each year, or on such other date as the Board shall determine; provided,
however, that the first Offering Period under the Plan shall commence with the
first Trading Date on or after the date on which the Securities and Exchange
Commission declares the Company’s Registration Statement effective and ending
with the first Trading Date on or after the earlier of (i) February 15,
2007 or (ii) twenty-seven (27) months from the beginning of the first
Offering Period. Notwithstanding the foregoing, a Special Offering Period
commencing on the first Trading Day on or after April 1, 2008, and
terminating immediately following but on the same Exercise Date for the
Offering Period that commenced on or about November 15, 2007, will be
implemented and will overlap the Offering Period that commenced on or about November 15,
2007. The Board shall have the power to change the duration of Offering Periods
(including the commencement dates thereof) with respect to future offerings
without stockholder approval if such change is announced prior to the scheduled
beginning of the first Offering Period to be affected thereafter.


 


5.             Participation.


 


(a)           First
Offering Period. An Eligible Employee shall be entitled to participate in
the first Offering Period only if such individual submits a subscription agreement
authorizing payroll deductions in a form determined by the Administrator (which
may be similar to the form attached hereto as Exhibit A) to the
Company’s designated plan administrator (i) no earlier than the effective
date of the filing of the Company’s registration statement on Form S-8
with respect to Common Stock issuable under the Plan (the “Effective Date”)
and (ii) no later than fifteen (15) business days from the Effective Date
or such other period of time as the Administrator may determine (the “Enrollment
Window”). An Eligible Employee’s failure to submit the subscription
agreement during the Enrollment Window shall result in the automatic
termination of such individual’s participation in the Offering Period.


 


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(b)           Subsequent
Offering Periods. An Eligible Employee may become a participant in the Plan
by completing a subscription agreement in a form determined by the
Administrator (which may be similar to the form attached hereto as Exhibit A)
and filing it with the Company’s designated Plan administrator prior to the
applicable Offering Date.


 


(c)           Special
Offering Period. An Eligible Employee may participate in the Special
Offering Period by completing a subscription agreement in a form determined by
the Administrator (which may be similar to the form attached hereto as Exhibit C)
and filing it with the Company’s designated Plan administrator prior to the
Offering Date for the Special Offering Period. Notwithstanding anything to the
contrary herein or otherwise, an Eligible Employee may participate in both the
Special Offering Period and the Offering Period that commenced on or about November 15,
2007.


 


6.           Payroll Deductions.


 


(a)           At
the time a participant files his or her subscription agreement, he or she shall
elect to have payroll deductions made on each pay day during the Offering
Period in an amount not exceeding fifteen percent (15%) of the Compensation
which he or she receives on each pay day during the Offering Period; provided,
however, that should a pay day occur on an Exercise Date, a participant shall
have the payroll deductions made on such day applied to his or her account
under the new Offering Period. For purposes of clarification, a participant may
file subscription agreements with respect to the Offering Period that commenced
on or about November 15, 2007, and the Special Offering Period pursuant to
which the participant may contribute to each Offering Period an amount not
exceeding fifteen percent (15%) of the Compensation which he or she receives on
each pay day during such Offering Periods. A participant’s subscription
agreement shall remain in effect for successive Offering Periods unless
terminated as provided in Section 10 hereof. With respect to a participant
who has filed subscription agreements for both the Special Offering Period and
the Offering Period that commenced on or about November 15, 2007, his or
her subscription agreement for the Offering Period that commenced on or about November 15,
2007, shall remain in effect for successive Offering Periods (commencing on or
after August 15, 2008) unless terminated as provided in Section 10
hereof.


 


(b)           Payroll
deductions for a participant shall commence on the first pay day following the
Offering Date and shall end on the last pay day in the Offering Period to which
such authorization is applicable, unless sooner terminated by the participant
as provided in Section 10 hereof; provided, however, that for the first
Offering Period, payroll deductions shall commence on the first pay day on or
following the end of the Enrollment Window.


 


(c)           All
payroll deductions made for a participant shall be credited to his or her
account under the Plan and shall be withheld in whole percentages only. A
participant may not make any additional payments into such account.


 


(d)           A
participant may discontinue his or her participation in the Plan as provided in
Section 10 hereof, or may increase or decrease the rate of his or her
payroll deductions during the Offering Period by completing or filing with the
Company a new subscription agreement authorizing a change in payroll deduction
rate. The Administrator may, in its discretion, limit the nature and/or number
of participation rate changes during any Offering Period. The change in rate
shall be


 


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effective with the first full payroll period following five (5) business
days after the Company’s receipt of the new subscription agreement unless the
Company elects to process a given change in participation more quickly.


 


(e)           Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 3(c) hereof, a participant’s payroll deductions
may be decreased to zero percent (0%) at any time during an Offering Period. Payroll
deductions shall recommence at the rate provided in such participant’s
subscription agreement at the beginning of the first Offering Period which is
scheduled to end in the following calendar year, unless terminated by the
participant as provided in Section 10 hereof.


 


(f)            At
the time the option is exercised, in whole or in part, or at the time some or
all of the Company’s Common Stock issued under the Plan is disposed of, the
participant must make adequate provision for the Company’s or its Subsidiary’s
federal, state, or any other tax liability payable to any authority, national
insurance, social security or other tax withholding obligations, if any, which
arise upon the exercise of the option or the disposition of the Common Stock
including, for the avoidance of doubt, any liability to pay secondary Class 1
National Insurance Contributions for which an agreement or election has been
entered into under paragraph 3A or 3B of Schedule 1 to the Social Security
Contributions and Benefits act 1992. At any time, the Company or its Subsidiary
may, but shall not be obligated to, withhold from the participant’s
compensation the amount necessary for the Company or its Subsidiary to meet
applicable withholding obligations, including any withholding required to make
available to the Company or its Subsidiary any tax deductions or benefits
attributable to sale or early disposition of Common Stock by the Eligible
Employee.


 


7.           Grant of Option. On the
Offering Date of each Offering Period, each Eligible Employee participating in
such Offering Period shall be granted an option to purchase on each Exercise
Date during such Offering Period (at the applicable Purchase Price) up to a
number of shares of the Company’s Common Stock determined by dividing such
Eligible Employee’s payroll deductions accumulated prior to such Exercise Date
by the applicable Purchase Price; provided that in no event shall an Eligible
Employee be permitted to purchase more than 1,000 shares of the Company’s
Common Stock during each Offering Period that commenced prior to March       ,
2008, and more than 5,000 shares of the Company Common Stock during each
Offering Period that commences on or after March       ,
2008 (subject to any adjustment pursuant to Section 19), and provided
further that such purchase shall be subject to the limitations set forth in
Sections 3(c) and 13 hereof. The Eligible Employee may accept the grant of
such option by turning in a completed subscription agreement (attached hereto
as Exhibit A or, with respect to the Special Offering Period,
attached hereto as Exhibit C) to the Company on or prior to an
Offering Date, or with respect to the first Offering Period, prior to the last
day of the Enrollment Window. The Administrator may, for future Offering
Periods, increase or decrease, in its absolute discretion, the maximum number
of shares of the Company’s Common Stock an Eligible Employee may purchase
during each Offering Period. Exercise of the option shall occur as provided in Section 8
hereof, unless the participant has withdrawn pursuant to Section 10 hereof.
The option shall expire on the last day of the Offering Period.


 


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8.           Exercise of Option.


 


(a)           Unless
a participant withdraws from the Plan as provided in Section 10 hereof,
his or her option for the purchase of shares shall be exercised automatically
on the Exercise Date, and the maximum number of full shares subject to option
shall be purchased for such participant at the applicable Purchase Price with
the accumulated payroll deductions in his or her account. No fractional shares
shall be purchased; any payroll deductions accumulated in a participant’s
account which are not sufficient to purchase a full share shall be retained in
the participant’s account for the subsequent Offering Period, subject to
earlier withdrawal by the participant as provided in Section 10 hereof. Any
other funds left over in a participant’s account after the Exercise Date shall
be returned to the participant. During a participant’s lifetime, a participant’s
option to purchase shares hereunder is exercisable only by him or her.


 


(b)           If
the Administrator determines that, on a given Exercise Date, the number of
shares with respect to which options are to be exercised may exceed (i) the
number of shares of Common Stock that were available for sale under the Plan on
the Offering Date of the applicable Offering Period, or (ii) the number of
shares available for sale under the Plan on such Exercise Date, the
Administrator may in its sole discretion provide that the Company shall make a
pro rata allocation of the shares of Common Stock available for purchase on
such Exercise Date in as uniform a manner as shall be practicable and as it
shall determine in its sole discretion to be equitable among all participants
exercising options to purchase Common Stock on such Exercise Date. The Company
may make a pro rata allocation of the shares available on the Offering Date of
any applicable Offering Period pursuant to the preceding sentence,
notwithstanding any authorization of additional shares for issuance under the
Plan by the Company’s stockholders subsequent to such Offering Date.


 


9.           Delivery. As soon as
reasonably practicable after each Exercise Date on which a purchase of shares
occurs, the Company shall arrange the delivery to each participant the shares
purchased upon exercise of his or her option in a form determined by the
Administrator.


 


10.         Withdrawal.


 


(a)           A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice to the
Company in the form determined by the Administrator (which may be similar to
the form attached as Exhibit B to this Plan). All of the participant’s
payroll deductions credited to his or her account shall be paid to such
participant promptly after receipt of notice of withdrawal and such participant’s
option for the Offering Period shall be automatically terminated, and no
further payroll deductions for the purchase of shares shall be made for such
Offering Period. If a participant withdraws from an Offering Period, payroll
deductions shall not resume at the beginning of the succeeding Offering Period
unless the participant delivers to the Company a new subscription agreement.


 


(b)           A
participant’s withdrawal
from an Offering Period shall not have any effect upon his or her eligibility
to participate in any similar plan
which may hereafter be adopted by the Company or in succeeding Offering Periods
which commence after the termination of the Offering Period from which the
participant withdraws.


 


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10.         Termination of Employment. Upon a participant’s ceasing to be an Eligible
Employee, for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant’s account
during the Offering Period but not yet used to purchase shares of Common Stock
under the Plan shall be returned to such participant or, in the case of his or
her death, to the person or persons entitled thereto under Section 15, and
such participant’s option shall be automatically terminated.


 


11.         Interest. No interest shall
accrue on the payroll deductions of a participant in the Plan.


 


12.         Stock.


 


(a)           Subject
to adjustment upon changes in capitalization of the Company as provided in Section 19
hereof, the maximum number of shares of the Company’s Common Stock which shall
be made available for sale under the Plan shall be 200,000 shares plus an
annual increase to be added on the first day of the Company’s fiscal year
beginning in fiscal year 2007, equal to the lesser of (i) 300,000 shares
of Common Stock, (ii) one point five percent (1.5%) of the outstanding
shares of Common Stock on such date or (iii) an amount determined by the
Board.


 


(b)           Until
the shares are issued (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company), a
participant shall only have the rights of an unsecured creditor with respect to
such shares, and no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to such shares.


 


(c)           Shares
to be delivered to a participant under the Plan shall be registered in the name
of the participant or in the name of the participant and his or her spouse.


 


13.         Administration. The
Administrator shall administer the Plan and shall have full and exclusive
discretionary authority to construe, interpret and apply the terms of the Plan,
to determine eligibility and to adjudicate all disputed claims filed under the
Plan. Every finding, decision and determination made by the Administrator
shall, to the full extent permitted by law, be final and binding upon all
parties. Notwithstanding any provision to the contrary in this Plan, the
Administrator may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures for jurisdictions outside of the United States. Without
limiting the generality of the foregoing, the Administrator is specifically
authorized to adopt rules and procedures regarding eligibility to
participate, the definition of Compensation, handling of payroll deductions,
making of contributions to the Plan (including, without limitation, in forms
other than payroll deductions), establishment of bank or trust accounts to hold
payroll deductions, payment of interest, conversion of local currency,
obligations to pay payroll tax, determination of beneficiary designation
requirements, withholding procedures and handling of stock certificates which
vary with local requirements.


 


14.         Designation of Beneficiary.


 


(a)           A
participant may file a designation of a beneficiary who is to receive any
shares and cash, if any, from the participant’s account under the Plan in the
event of such participant’s death subsequent to an Exercise Date on which the
option is exercised but prior to delivery to such participant of such shares
and cash. In addition, a participant may file a designation


 


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of a beneficiary who is to receive any cash from the participant’s
account under the Plan in the event of such participant’s death prior to
exercise of the option. If a participant is married and the designated
beneficiary is not the spouse, spousal consent shall be required for such
designation to be effective.


 


(b)           Such
designation of beneficiary may be changed by the participant at any time by
notice in a form determined by the Administrator. In the event of the death of
a participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant’s death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known
to the Company, then to such other person as the Company may designate.


 


(c)           All
beneficiary designations shall be in such form and manner as the Administrator
may designate from time to time.


 


15.         Transferability. Neither payroll
deductions credited to a participant’s account nor any rights with regard to
the exercise of an option or to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as provided in Section 15 hereof)
by the participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds from an Offering Period in accordance with Section 10
hereof.


 


16.         Use of Funds. All payroll
deductions received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to
segregate such payroll deductions. Until shares are issued, participants shall
only have the rights of an unsecured creditor.


 


17.         Reports. Individual accounts
shall be maintained for each participant in the Plan. Statements of account
shall be given to participating Eligible Employees at least annually, which
statements shall set forth the amounts of payroll deductions, the Purchase
Price, the number of shares purchased and the remaining cash balance, if any.


 


18.           Adjustments Upon Changes in Capitalization,
Dissolution, Liquidation, Merger or Change in Control.


 


(a)           Changes
in Capitalization. Subject to any required action by the stockholders of
the Company, the maximum number of shares of the Company’s Common Stock which
shall be made available for sale under the Plan, the maximum number of shares
each participant may purchase each Offering Period (pursuant to Section 7),
as well as the price per share and the number of shares of Common Stock covered
by each option under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
change in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion


 


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of any convertible securities of the Company shall not be deemed to
have been “effected without receipt of consideration.”  Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.


 


(b)           Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of
the Company, the Offering Period then in progress shall be shortened by setting
a new Exercise Date (the “New Exercise Date”), and shall terminate
immediately prior to the consummation of such proposed dissolution or
liquidation, unless provided otherwise by the Administrator. The New Exercise
Date shall be before the date of the Company’s proposed dissolution or
liquidation. The Administrator shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the
Exercise Date for the participant’s option has been changed to the New Exercise
Date and that the participant’s option shall be exercised automatically on the
New Exercise Date, unless prior to such date the participant has withdrawn from
the Offering Period as provided in Section 10 hereof.


 


(c)           Merger
or Change in Control. In the event of a merger or Change in Control, each
outstanding option shall be assumed or an equivalent option substituted by the
successor corporation or a Parent or Subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or substitute for
the option, the Offering Period then in progress shall be shortened by setting
a New Exercise Date and shall end on the New Exercise Date. The New Exercise
Date shall be before the date of the Company’s proposed merger or Change in
Control. The Administrator shall notify each participant in writing, at least
ten (10) business days prior to the New Exercise Date, that the Exercise Date
for the participant’s option has been changed to the New Exercise Date and that
the participant’s option shall be exercised automatically on the New Exercise
Date, unless prior to such date the participant has withdrawn from the Offering
Period as provided in Section 10 hereof.


 


19.         Amendment or Termination.


 


(a)           The
Administrator may at any time and for any reason terminate or amend the Plan. Except
as provided in Section 19 and this Section 20 hereof, no amendment
may make any change in any option theretofore granted which adversely affects
the rights of any participant unless their consent is obtained. To the extent
necessary to comply with Section 423 of the Code (or any successor rule or
provision or any other applicable law, regulation or stock exchange rule), the
Company shall obtain stockholder approval of any amendment in such a manner and
to such a degree as required.


 


(b)           Without
stockholder consent and without regard to whether any participant rights may be
considered to have been “adversely affected,” the Administrator shall be
entitled to change the Offering Periods, limit the frequency and/or number of
changes in the amount withheld during an Offering Period, establish the
exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company’s
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or


 


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accounting and crediting procedures to ensure that amounts applied
toward the purchase of Common Stock for each participant properly correspond
with amounts withheld from the participant’s Compensation, and establish such
other limitations or procedures as the Administrator determines in its sole
discretion advisable which are consistent with the Plan.


 


(c)           Without
regard to whether any participant’s rights may be considered to have been “adversely
affected”, in the event the Administrator determines that the ongoing operation
of the Plan may result in unfavorable financial accounting consequences, the
Board may, in its discretion and, to the extent necessary or desirable, modify
or amend the Plan to reduce or eliminate such accounting consequence including:


 


(i)              increasing the Purchase Price for any Offering Period
including an Offering Period underway at the time of the change in Purchase
Price;


 


(ii)             shortening any Offering Period so that Offering Period
ends on a new Exercise Date, including an Offering Period underway at the time
of the Board action; and


 


(iii)            reducing the number of shares that may be purchased upon
exercise of outstanding options.


 


Such modifications or amendments shall not
require stockholder approval or the consent of any Plan participants.


 


20.         Notices. All notices or other
communications by a participant to the Company under or in connection with the
Plan shall be deemed to have been duly given when received in the form and
manner specified by the Company at the location, or by the person, designated
by the Company for the receipt thereof.


 


21.         Conditions Upon Issuance of Shares.
Shares shall not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, and the requirements of
any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.


 


As a condition to the exercise of
an option, the Company may require the person exercising such option to
represent and warrant at the time of any such exercise that the shares are
being purchased only for investment and without any present intention to sell
or distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions
of law.


 


22.         Term of Plan. The Plan shall
become effective upon the earlier to occur of its adoption by the Board of
Directors or its approval by the stockholders of the Company. It shall continue
in effect for a term of twenty (20) years unless terminated earlier under Section 20
hereof.


 


11
















 


EXHIBIT A


 


OCCAM NETWORKS, INC.


 


2006 EMPLOYEE STOCK PURCHASE PLAN


 


SUBSCRIPTION AGREEMENT


 


o          
Original Application                                                                                                                                                                                                                                                                                                                                                                                                                              Offering
Date:


o           Change
in Payroll Deduction Rate


o           Change
of Beneficiary(ies)


 


1.                                                                                    hereby
elects to participate in the Occam Networks, Inc. 2006 Employee Stock
Purchase Plan (the “Employee Stock Purchase Plan”) and subscribes to purchase
shares of the Company’s Common Stock in accordance with this Subscription
Agreement and the Employee Stock Purchase Plan.


 


2.                                       I
hereby authorize payroll deductions from each paycheck in the amount of
        % of my Compensation on each
pay day (from 0 to 15%) during the Offering Period in accordance with the
Employee Stock Purchase Plan.  (Please
note that no fractional percentages are permitted.)


 


3.                                       I
understand that said payroll deductions shall be accumulated for the purchase
of shares of Common Stock at the applicable Purchase Price determined in
accordance with the Employee Stock Purchase Plan.  I understand that if I do not withdraw from
an Offering Period, any accumulated payroll deductions will be used to
automatically exercise my option.


 


4.                                       I
have received a copy of the complete Employee Stock Purchase Plan.  I understand that my participation in the
Employee Stock Purchase Plan is in all respects subject to the terms of the
Plan.


 


5.                                       Shares
purchased for me under the Employee Stock Purchase Plan should be issued in the
name(s) of (Eligible Employee or Eligible Employee and Spouse only).


 


6.                                       I
understand that if I dispose of any shares received by me pursuant to the Plan
within 2 years after the Offering Date (the first day of the Offering Period
during which I purchased such shares) or one year after the Exercise Date, I
will be treated for federal income tax purposes as having received ordinary
income at the time of such disposition in an amount equal to the excess of the
fair market value of the shares at the time such shares were purchased by me
over the price which I paid for the shares. 
I hereby agree to notify the Company in writing within 30 days after
the date of any disposition of my shares and I will make adequate provision for
Federal, state or other tax withholding obligations, if any, which arise upon
the


 

















 


disposition of the Common Stock.  The Company may, but will not be obligated
to, withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to
the Company any tax deductions or benefits attributable to sale or early
disposition of Common Stock by me.  If I
dispose of such shares at any time after the expiration of the 2-year and
1-year holding periods, I understand that I will be treated for federal income
tax purposes as having received income only at the time of such disposition,
and that such income will be taxed as ordinary income only to the extent of an
amount equal to the lesser of (1) the excess of the fair market value of
the shares at the time of such disposition over the purchase price which I paid
for the shares, or (2) 5% of the fair market value of the shares on the
first day of the Offering Period.  The
remainder of the gain, if any, recognized on such disposition will be taxed as
capital gain.


 


7.                                       I
hereby agree to be bound by the terms of the Employee Stock Purchase Plan.  The effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the Employee Stock
Purchase Plan.


 


8.                                       In
the event of my death, I hereby designate the following as my beneficiary(ies)
to receive all payments and shares due me under the Employee Stock Purchase
Plan:


 


 




	
  NAME: (Please print)

  	
   

  	
   

  	
   

  
	
   

  	
  (First)

  	
  (Middle)

  	
  (Last)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Relationship

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Percentage Benefit

  	
   

  	
  (Address)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NAME: (please print)

  	
   

  	
   

  	
   

  
	
   

  	
  (First)

  	
  (Middle)

  	
  (Last)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Relationship

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Percentage of Benefit

  	
   

  	
  (Address)

  	
   

  
						






 


2

















 


	
   

  	
  Employee’s
  Social 

  Security Number:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Employee’s
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of Employee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Spouse’s Signature (If beneficiary other than spouse)

  



 


3

















 


EXHIBIT B


 


OCCAM NETWORKS, INC.


 


2006 EMPLOYEE STOCK PURCHASE PLAN


 


NOTICE OF WITHDRAWAL


 


The undersigned participant in the Offering Period of the Occam
Networks, Inc. 2006 Employee Stock Purchase Plan that began on
                        ,
             (the “Offering
Date”) hereby notifies the Company that he or she hereby withdraws from the
Offering Period.  He or she hereby
directs the Company to pay to the undersigned as promptly as practicable all
the payroll deductions credited to his or her account with respect to such
Offering Period.  The undersigned
understands and agrees that his or her option for such Offering Period will be
automatically terminated.  The
undersigned understands further that no further payroll deductions will be made
for the purchase of shares in the current Offering Period and the undersigned
shall be eligible to participate in succeeding Offering Periods only by
delivering to the Company a new Subscription Agreement.


 


	
   

  	
  Name and Address of Participant:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 

















 


EXHIBIT C


 


OCCAM NETWORKS, INC.


 


2006 EMPLOYEE STOCK PURCHASE PLAN


 


SUBSCRIPTION AGREEMENT FOR SPECIAL OFFERING
PERIOD


 


o           Original
Application                                                                                                                                                                                                                                                                                                                                     Offering
Date: March       , 2008


o           Change
in Payroll Deduction Rate


o           Change
of Beneficiary(ies)


 


1.                                                                                   hereby
elects to participate in the Special Offering Period under the Occam Networks, Inc.
2006 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and
subscribes to purchase shares of the Company’s Common Stock in accordance with
this Subscription Agreement and the Employee Stock Purchase Plan.


 


2.                                       I
hereby authorize payroll deductions from each paycheck in the amount of
        % of my Compensation on each
pay day (from 0 to 15%) during the Special Offering Period in accordance with
the Employee Stock Purchase Plan. 
(Please note that no fractional percentages are permitted.)


 


3.                                       If
any funds are left over in my account after the Exercise Date for the Offering
Period that commenced on or about November 15, 2007, due to the 1,000
share purchase limit in Section 7 of the Employee Stock Purchase Plan, I
hereby elect to transfer such funds from my account for such Offering Period to
my account for the Special Offering Period to be used towards the purchase of
shares on the Exercise Date for the Special Offering Period. (Please only check
the line above if you wish to elect to transfer funds to your Special Offering
Period account.  If you would prefer to
have these amounts permanently refunded to you, do not check the line above.)


 


4.                                       I
understand that said payroll deductions shall be accumulated for the purchase
of shares of Common Stock at the applicable Purchase Price determined in
accordance with the Employee Stock Purchase Plan.  I understand that if I do not withdraw from
the Special Offering Period, any accumulated payroll deductions will be used to
automatically exercise my option.


 


5.                                       I
have received a copy of the complete Employee Stock Purchase Plan.  I understand that my participation in the
Employee Stock Purchase Plan is in all respects subject to the terms of the
Employee Stock Purchase Plan.


 


2

















 


6.                                       Shares
purchased for me under the Employee Stock Purchase Plan should be issued in the
name(s) of (Eligible Employee or Eligible Employee and Spouse only).


 


7.                                       I
understand that if I dispose of any shares received by me pursuant to the
Employee Stock Purchase Plan within 2 years after the Offering Date (the first
day of the Special Offering Period during which I purchased such shares) or one
year after the Exercise Date, I will be treated for federal income tax purposes
as having received ordinary income at the time of such disposition in an amount
equal to the excess of the fair market value of the shares at the time such
shares were purchased by me over the price which I paid for the shares.  I hereby agree to notify the Company in
writing within 30 days after the date of any disposition of my shares and I
will make adequate provision for Federal, state or other tax withholding
obligations, if any, which arise upon the disposition of the Common Stock.  The Company may, but will not be obligated
to, withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to
the Company any tax deductions or benefits attributable to sale or early
disposition of Common Stock by me.  If I
dispose of such shares at any time after the expiration of the 2-year and
1-year holding periods, I understand that I will be treated for federal income
tax purposes as having received income only at the time of such disposition,
and that such income will be taxed as ordinary income only to the extent of an
amount equal to the lesser of (1) the excess of the fair market value of
the shares at the time of such disposition over the purchase price which I paid
for the shares, or (2) 5% of the fair market value of the shares on the
first day of the Offering Period.  The
remainder of the gain, if any, recognized on such disposition will be taxed as
capital gain.


 


8.                                       I
hereby agree to be bound by the terms of the Employee Stock Purchase Plan.  The effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the Employee Stock
Purchase Plan.


 


9.                                       In
the event of my death, I hereby designate the following as my beneficiary(ies)
to receive all payments and shares due me under the Employee Stock Purchase
Plan:


 


 




	
  NAME: (Please print)

  	
   

  	
   

  	
   

  
	
   

  	
  (First)

  	
  (Middle)

  	
  (Last)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Relationship

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Percentage Benefit

  	
   

  	
  (Address)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NAME: (please print)

  	
   

  	
   

  	
   

  
	
   

  	
  (First)

  	
  (Middle)

  	
  (Last)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Relationship

  	
   

  	
   

  	
   

  
						






 


3

















 




	
   

  	
   

  	
   

  
	
  Percentage of Benefit

  	
   

  	
  (Address)

  	
   

  
					






 


	
   

  	
  Employee’s
  Social 

  Security Number:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Employee’s
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of Employee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Spouse’s Signature (If beneficiary other than spouse)

  



 


4