exv10w47



 






EXHIBIT 10.47




ADVANCED FIBRE COMMUNICATIONS, INC.

NOTICE OF GRANT OF STOCK OPTION




     Notice is hereby given of the following option grant (the “Option”) to
purchase shares of the Common Stock of Advanced Fibre Communications, Inc. (the
“Corporation”):



     OPTIONEE:                                                                                                                                            



     GRANT DATE:                                                                                                                                            



     VESTING COMMENCEMENT DATE:                                                                                                    



     EXERCISE PRICE: $                                                                                  per share



     NUMBER OF OPTION SHARES:                                                                                shares



     EXPIRATION DATE:                                                                                                                         



     TYPE OF OPTION:             Incentive Stock Option

                                   Non-Statutory Stock Option




EXERCISE SCHEDULE: The Option shall become exercisable with respect
to twenty five percent (25%) of the Option Shares upon Optionee’s
completion of one (1) year of Service measured from the Vesting
Commencement Date and shall become exercisable for the balance of the
Option Shares in thirty-six (36) successive equal monthly installments
upon Optionee’s completion of each additional month of Service over
the forty-eight (48) month period measured from the first anniversary
of the Vesting Commencement Date. In no event shall the Option become
exercisable for any additional Option Shares after Optionee’s
cessation of Service.



     Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the Advanced Fibre Communications, Inc. 1996
Stock Incentive Plan (the “Plan”). Optionee further agrees to be bound by the
terms of the Plan and the terms of the Option as set forth in the Stock Option
Agreement attached hereto as Exhibit A.



 









 





     Optionee hereby acknowledges receipt of a copy of the official
prospectus for the Plan in the form attached hereto as Exhibit B. A copy of the
Plan is available upon request made to the Corporate Secretary at the
Corporation’s principal offices.



     NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Notice or in the
attached Stock Option Agreement or in the Plan shall confer upon Optionee any
right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining Optionee) or of Optionee, which
rights are hereby expressly reserved by each, to terminate Optionee’s Service at
any time for any reason, with or without cause.



     DEFINITIONS. All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option

Agreement.



DATED:                                        , 199     




	 	 	 	 	 	 	 
	 	 	ADVANCED FIBRE	 	 
	 	 	COMMUNICATIONS, INC.	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Title:	 	 	 	 
	

	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	OPTIONEE	 	 
	 
	 	 	 	 	 	 
	

	 	Address:	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





ATTACHMENTS

EXHIBIT A - STOCK OPTION AGREEMENT

EXHIBIT B - PLAN SUMMARY AND PROSPECTUS



2









 





EXHIBIT A




STOCK OPTION AGREEMENT




 









 








EXHIBIT B




PLAN SUMMARY AND PROSPECTUS