exv10w42



 






EXHIBIT 10.42




ADVANCED FIBRE COMMUNICATIONS




NOTICE OF GRANT OF STOCK OPTION




     Notice is hereby given of the following stock option grant (the “Option”) to purchase shares
of the Common Stock of ADVANCED FIBRE COMMUNICATIONS (the “Corporation”):



     OPTIONEE:                                                                                                     



     GRANT DATE:                                                                                                     



     GRANT NUMBER:                      OPTION PRICE: $                                          per share



     VESTING COMMENCEMENT DATE:                                                                                 



     NUMBER OF OPTION SHARES:                                                                         shares



     EXPIRATION DATE:                                                                                                     



     TYPE OF OPTION:                        Incentive Stock Option




                     Non-Statutory Stock Option



     DATE EXERCISABLE: Immediately Exercisable




VESTING SCHEDULE: The Option Shares shall be unvested and subject to
repurchase by the Corporation at the Option Price paid per share. As
Optionee remains in Service (as defined in the attached Stock Purchase
Agreement), the Optionee shall acquire a vested interest in, and the
Corporation’s Repurchase Right will accordingly lapse with respect to,
(i) 25% of the Option Shares one (1) year after the Vesting
Commencement Date and (ii) the balance of the Option Shares in equal
successive monthly installments over each of the next thirty-six (36)
months of Service thereafter. In no event will any additional Option
Shares vest after the Optionee’s cessation of Service.



     Optionee understands that the Option is granted pursuant to the
 Corporation’s 1993 Stock Option/Stock Issuance Plan, as amended (the “Plan”).
By signing below, optionee agrees to be bound by the terms and conditions of the
Plan and the terms and conditions of the Option as set forth in the Stock Option
Agreement attached hereto as Exhibit A. Optionee understands that any Option
Shares purchased under the Option will



 









 




be subject to the terms and conditions set forth in the Stock Purchase Agreement

attached hereto as Exhibit B.




     Optionee hereby acknowledges receipt of a copy of the Plan in the form
attached hereto as Exhibit C.



     REPURCHASE RIGHTS. THE OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES
ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE RIGHTS AND RIGHTS
OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS UPON ANY PROPOSED SALE, ASSIGNMENT,
TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE OPTION SHARES OR UPON TERMINATION OF SERVICE WITH
THE CORPORATION. THE TERMS AND CONDITIONS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED STOCK
PURCHASE AGREEMENT.



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



                                        , 199                    

  Date



ADVANCED FIBRE COMMUNICATIONS




By: ________________________________________




Title: _____________________________________




____________________________________________

Optionee




Address: ____________________________________________




____________________________________________




Exhibit A: Stock Option Agreement

Exhibit B: Stock Purchase Agreement

Exhibit C: 1993 Stock Option/Stock Issuance Plan



 









 





EXHIBIT A




STOCK OPTION AGREEMENT




 









 








EXHIBIT B




STOCK PURCHASE AGREEMENT




 









 








EXHIBIT C




1993 STOCK OPTION/STOCK ISSUANCE PLAN