exv10w48



 






EXHIBIT 10.48




INITIAL GRANT




ADVANCED FIBRE COMMUNICATIONS, INC.

NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
AUTOMATIC 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:                                                                                                                                            



     EXERCISE PRICE: $                                                                                  per share



     NUMBER OF OPTION SHARES: 20,000 shares



     EXPIRATION DATE:                                                                                                                         



     TYPE OF OPTION: Non-Statutory Stock Option



     DATE EXERCISABLE: Immediately Exercisable




VESTING SCHEDULE: The Option Shares shall initially be unvested and
subject to repurchase by the Corporation at the Exercise Price paid
per share. Optionee shall acquire a vested interest in, and the
Corporation’s repurchase right shall accordingly lapse with respect
to, the Option Shares as follows: (i) one third of the Option Shares
upon the Optionee’s completion of one year of service as a member of
the Corporation’s Board of Directors (the “Board”) period measured
from the Grant Date and (ii) the balance of the Option Shares in a
series of twenty-four (24) successive equal monthly installments upon
the Optionee’s completion of each additional month of Board service
over the twenty-four (24)-month period measured from the first
anniversary of the Grant Date. In no event shall any additional
Option Shares vest after Optionee’s cessation of Board service.



     Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the automatic option grant program under 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 Automatic 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.



     REPURCHASE RIGHT. OPTIONEE HEREBY AGREES THAT ALL UNVESTED OPTION
SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL NOT BE TRANSFERABLE AND SHALL BE SUBJECT TO
REPURCHASE BY THE CORPORATION, AT THE EXERCISE PRICE PAID PER SHARE, UPON OPTIONEE’S TERMINATION OF
SERVICE AS A MEMBER OF THE CORPORATION’S BOARD OF DIRECTORS. THE TERMS AND CONDITIONS OF SUCH
REPURCHASE RIGHT SHALL BE SPECIFIED IN A STOCK PURCHASE AGREEMENT, IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION, EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION EXERCISE.



     NO IMPAIRMENT OF RIGHTS. Nothing in this Notice or in the attached
Automatic Stock Option Agreement or the Plan shall interfere with or otherwise
restrict in any way the rights of the Corporation or the Corporation’s
stockholders to remove Optionee from the Board at any time in accordance with
the provisions of applicable law.



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



DATED:                                        , 199




	 	 	 	 	 	 	 
	 	 	ADVANCED FIBRE COMMUNICATIONS, INC.	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Title:	 	 	 	 
	

	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	                    OPTIONEE	 	 
	 
	 	 	 	 	 	 
	

	 	Address:	 	 	 	 
	

	 	 	 	 	 	 






ATTACHMENTS

EXHIBIT A - AUTOMATIC STOCK OPTION AGREEMENT

EXHIBIT B - PLAN SUMMARY AND PROSPECTUS



2.









 





EXHIBIT A




AUTOMATIC STOCK OPTION AGREEMENT




 









 








EXHIBIT B




PLAN SUMMARY AND PROSPECTUS




 









 








ANNUAL GRANT




ADVANCED FIBRE COMMUNICATIONS, INC.

NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR

AUTOMATIC 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:                                                                                                                                            



     EXERCISE PRICE: $                                                                                  per share



     NUMBER OF OPTION SHARES: 6,000 shares



     EXPIRATION DATE:                                                                                                                         



     TYPE OF OPTION: Non-Statutory Stock Option



     DATE EXERCISABLE: Immediately Exercisable




VESTING SCHEDULE: The Option Shares shall initially be unvested and
subject to repurchase by the Corporation at the Exercise Price paid
per share. Optionee shall acquire a vested interest in, and the
Corporation’s repurchase right shall accordingly lapse with respect
to, the Option Shares as follows: (i) one third of the Option Shares
upon the Optionee’s completion of one year of service as a member of
the Corporation’s Board of Directors (the “Board”) period measured
from the Grant Date and (ii) the balance of the Option Shares in a
series of twenty-four (24) successive equal monthly installments upon
the Optionee’s completion of each additional month of Board service
over the twenty-four (24)-month period measured from the first
anniversary of the Grant Date. In no event shall any additional
Option Shares vest after Optionee’s cessation of Board service.



     Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the automatic option grant program under 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 Automatic 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.



     REPURCHASE RIGHT. OPTIONEE HEREBY AGREES THAT ALL UNVESTED OPTION
SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL NOT BE TRANSFERABLE AND SHALL BE SUBJECT TO
REPURCHASE BY THE CORPORATION, AT THE EXERCISE PRICE PAID PER SHARE, UPON OPTIONEE’S TERMINATION OF
SERVICE AS A MEMBER OF THE CORPORATION’S BOARD OF DIRECTORS. THE TERMS AND CONDITIONS OF SUCH
REPURCHASE RIGHT SHALL BE SPECIFIED IN A STOCK PURCHASE AGREEMENT, IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION, EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION EXERCISE.



     NO IMPAIRMENT OF RIGHTS. Nothing in this Notice or in the attached
Automatic Stock Option Agreement or the Plan shall interfere with or otherwise
restrict in any way the rights of the Corporation or the Corporation’s
stockholders to remove Optionee from the Board at any time in accordance with
the provisions of applicable law.



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



DATED:                                        , 199     




	 	 	 	 	 	 	 
	 	 	ADVANCED FIBRE COMMUNICATIONS, INC.	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Title:	 	 	 	 
	

	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	                    OPTIONEE	 	 
	 
	 	 	 	 	 	 
	

	 	Address:	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





ATTACHMENTS

EXHIBIT A - AUTOMATIC STOCK OPTION AGREEMENT

EXHIBIT B - PLAN SUMMARY AND PROSPECTUS



2.









 





EXHIBIT A




AUTOMATIC STOCK OPTION AGREEMENT




 









 








EXHIBIT B




PLAN SUMMARY AND PROSPECTUS