exv10w49



 






EXHIBIT 10.49




ADVANCED FIBRE COMMUNICATIONS, INC.




STOCK ISSUANCE AGREEMENT




          AGREEMENT made as of this ___day of _______________19 ___,
by and between Advanced Fibre Communications, Inc., a Delaware corporation,
and _____________________, a Participant in the Corporation’s 1996
Stock Incentive Plan.



          All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix.



     I. PURCHASE OF SHARES



          1. PURCHASE. Participant hereby purchases _________shares of
Common Stock (the “Purchased Shares”) pursuant to the provisions of the Stock
Issuance Program at the purchase price of $ ________ per share (the “Purchase
Price”).



          2. PAYMENT. Concurrently with the delivery of this Agreement to
the Corporation, Participant shall pay the Purchase Price for the Purchased Shares in cash or check payable to the Corporation and shall deliver a
duly-executed blank Assignment Separate from Certificate (in the form
attached hereto as Exhibit I) with respect to the Purchased Shares.



          3. STOCKHOLDER RIGHTS. Until such time as the Corporation
exercises the Repurchase Right, Participant (or any successor in interest)
shall have all the rights of a stockholder (including voting, dividend and
liquidation rights) with respect to the Purchased Shares, subject, however,
to the transfer restrictions of this Agreement.



          4. COMPLIANCE WITH LAW. Under no circumstances shall shares of
Common Stock or other assets be issued or delivered to Participant pursuant
to the provisions of this Agreement unless, in the opinion of counsel for the
Corporation or its successors, there shall have been compliance with all
applicable requirements of Federal and state securities laws, all applicable
listing requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock is at the time listed for trading and
all other requirements of law or of any regulatory bodies having jurisdiction
over such issuance and delivery.



 









 





     A. TRANSFER RESTRICTIONS



          1. RESTRICTION ON TRANSFER. Except for any Permitted Transfer,
Participant shall not transfer, assign, encumber or otherwise dispose of any
of the Purchased Shares which are subject to the Repurchase Right.



          2. RESTRICTIVE LEGEND. The stock certificate for the Purchased Shares shall be endorsed with the following restrictive legend:




     “The shares represented by this certificate are unvested and
subject to certain repurchase rights granted to the Corporation and
accordingly may not be sold, assigned, transferred, encumbered, or in
any manner disposed of except in conformity with the terms of a written
agreement dated _________, 199___between the Corporation and the
registered holder of the shares (or the predecessor in interest to the shares). A copy of such agreement is maintained at the Corporation’s
principal corporate offices.”



          3. TRANSFEREE OBLIGATIONS. Each person (other than the
Corporation) to whom the Purchased Shares are transferred by means of a
Permitted Transfer must, as a condition precedent to the validity of such
transfer, acknowledge in writing to the Corporation that such person is bound
by the provisions of this Agreement and that the transferred shares are
subject to the Repurchase Right to the same extent such shares would be so
subject if retained by Participant.



     B. REPURCHASE RIGHT



          1. GRANT. The Corporation is hereby granted the right (the
“Repurchase Right”), exercisable at any time during the ninety (90)-day
period following the date Participant ceases for any reason to remain in
Service, to repurchase at the Purchase Price all or any portion of the
Purchased Shares in which Participant is not, at the time of his or her
cessation of Service, vested in accordance with the Vesting Schedule (such
shares to be hereinafter referred to as the “Unvested Shares”).



          2. EXERCISE OF THE REPURCHASE RIGHT. The Repurchase Right shall
be exercisable by written notice delivered to each Owner of the Unvested
Shares prior to the expiration of the ninety (90)-day exercise period. The
notice shall indicate the number of Unvested Shares to be repurchased and the
date on which the repurchase is to be effected, such date to be not more than
thirty (30) days after the date of such notice. The certificates
representing the Unvested Shares to be repurchased shall be delivered to the
Corporation prior to the close of business on the date specified for the
repurchase. Concurrently with the receipt of such stock certificates, the
Corporation shall pay to Owner, in cash or cash



2.









 




equivalent (including the cancellation of any purchase-money indebtedness),
an amount equal to the Purchase Price previously paid for the Unvested Shares
to be repurchased from Owner.




          3. TERMINATION OF THE REPURCHASE RIGHT. The Repurchase Right
shall terminate with respect to any Unvested Shares for which it is not
timely exercised under Paragraph C.2. In addition, the Repurchase Right
shall terminate and cease to be exercisable with respect to any and all
Purchased Shares in which Participant vests in accordance with the following
Vesting Schedule:




     (i) Upon Participant’s completion of one (1) year of Service
measured from _________, 199___, Participant shall acquire a vested
interest in, and the Repurchase Right shall lapse with respect to,
twenty-five percent (25%) of the Purchased Shares.




     (ii) Participant shall acquire a vested interest in, and the
Repurchase Right shall lapse with respect to, the remaining Purchased
Shares in a series of thirty six (36) successive equal monthly
installments upon Participant’s completion of each additional month
of Service over the thirty-six (36)-month period measured from the
initial vesting date under subparagraph (i) above.



          4. RECAPITALIZATION. Any new, substituted or additional
securities or other property (including cash paid other than as a regular
cash dividend) which is by reason of any Recapitalization distributed with
respect to the Purchased Shares shall be immediately subject to the
Repurchase Right, but only to the extent the Purchased Shares are at the time
covered by such right. Appropriate adjustments to reflect such distribution
shall be made to the number and/or class of securities subject to this
Agreement and to the price per share to be paid upon the exercise of the
Repurchase Right in order to reflect the effect of any such Recapitalization
upon the Corporation’s capital structure; PROVIDED, however, that the
aggregate purchase price shall remain the same.



     5. CORPORATE TRANSACTION.



               (a) Immediately prior to the consummation of any Corporate
Transaction, the Repurchase Right shall automatically lapse in its entirety
and the Purchased Shares shall vest in full, except to the extent the
Repurchase Right is to be assigned to the successor corporation (or parent
thereof) in connection with the Corporate Transaction.



               (b) To the extent the Repurchase Right remains in effect
following a Corporate Transaction, such right shall apply to the new capital
stock or other property (including any cash payments) received in exchange
for the Purchased Shares in consummation of the Corporate Transaction, but
only to the extent the Purchased Shares



3.









 




are at the time covered by such right. Appropriate adjustments shall be made
to the price per share payable upon exercise of the Repurchase Right to
reflect the effect of the Corporate Transaction upon the Corporation’s
capital structure; PROVIDED, however, that the aggregate purchase price shall
remain the same.




     C. SPECIAL TAX ELECTION



          1. SECTION 83(B) ELECTION . Under Code Section 83, the excess of
the fair market value of the Purchased Shares on the date any forfeiture
restrictions applicable to such shares lapse over the Purchase Price paid for
such shares will be reportable as ordinary income on the lapse date. For
this purpose, the term “forfeiture restrictions” includes the right of the
Corporation to repurchase the Purchased Shares pursuant to the Repurchase
Right. Participant may elect under Code Section 83(b) to be taxed at the
time the Purchased Shares are acquired, rather than when and as such
Purchased Shares cease to be subject to such forfeiture restrictions. Such
election must be filed with the Internal Revenue Service within thirty (30)
days after the date of this Agreement. Even if the fair market value of the
Purchased Shares on the date of this Agreement equals the Purchase Price paid
(and thus no tax is payable), the election must be made to avoid adverse tax
consequences in the future. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS
EXHIBIT II HERETO. PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING
WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION
OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.



          2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS
PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S, TO FILE A
TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF PARTICIPANT REQUESTS THE
CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.



     D. GENERAL PROVISIONS



          1. ASSIGNMENT. The Corporation may assign the Repurchase Right to
any person or entity selected by the Board, including (without limitation)
one or more stockholders of the Corporation.



          2. NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement
or in the Plan shall confer upon Participant 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 Participant) or of Participant, which rights are
hereby expressly reserved by each, to terminate Participant’s Service at any
time for any reason, with or without cause.



4.









 





          3. NOTICES. Any notice required to be given under this Agreement
shall be in writing and shall be deemed effective upon personal delivery or
upon deposit in the U.S. mail, registered or certified, postage prepaid and
properly addressed to the party entitled to such notice at the address
indicated below such party’s signature line on this Agreement or at such
other address as such party may designate by ten (10) days advance written
notice under this paragraph to all other parties to this Agreement.



          4. NO WAIVER. The failure of the Corporation in any instance to
exercise the Repurchase Right shall not constitute a waiver of any other
repurchase rights that may subsequently arise under the provisions of this
Agreement or any other agreement between the Corporation and Participant. No
waiver of any breach or condition of this Agreement shall be deemed to be a
waiver of any other or subsequent breach or condition, whether of like or
different nature.



          5. CANCELLATION OF SHARES. If the Corporation shall make
available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Purchased Shares to be repurchased in
accordance with the provisions of this Agreement, then from and after such
time, the person from whom such shares are to be repurchased shall no longer
have any rights as a holder of such shares (other than the right to receive
payment of such consideration in accordance with this Agreement). Such
shares shall be deemed purchased in accordance with the applicable provisions
hereof, and the Corporation shall be deemed the owner and holder of such
shares, whether or not the certificates therefor have been delivered as
required by this Agreement.



     E. MISCELLANEOUS PROVISIONS



          1. PARTICIPANT UNDERTAKING. Participant hereby agrees to take
whatever additional action and execute whatever additional documents the
Corporation may deem necessary or advisable in order to carry out or effect
one or more of the obligations or restrictions imposed on either Participant
or the Purchased Shares pursuant to the provisions of this Agreement.



          2. AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes the
entire contract between the parties hereto with regard to the subject matter
hereof. This Agreement is made pursuant to the provisions of the Plan and
shall in all respects be construed in conformity with the terms of the Plan.



          3. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware without
resort to that State’s conflict-of-laws rules.



          4. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.



5.









 





          5. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and upon Participant, Participant’s assigns and the
legal representatives, heirs and legatees of Participant’s estate, whether or
not any such person shall have become a party to this Agreement and have
agreed in writing to join herein and be bound by the terms hereof.



          IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first indicated above.



	 	 	 	 	 	 	 
	 	 	ADVANCED FIBRE COMMUNICATIONS, INC.  
	 
	 	 	 	 	 	 
	

	 	By: 	 	 	 	 
	

	 	

	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Title:	 	 	 	 
	

	 	

	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Address:	 	 	 	 
	

	 	

	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	
	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	
	 	 	 	 
	

	 	PARTICIPANT 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Address:	 	 	 	 
	

	 	

	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	
	 	 	 	 






6.









 






SPOUSAL ACKNOWLEDGMENT




          The undersigned spouse of the Participant has read and hereby
approves the foregoing Stock Issuance Agreement. In consideration of the
Corporation’s granting the Participant the right to acquire the Purchased
Shares in accordance with the terms of such Agreement, the undersigned hereby
agrees to be irrevocably bound by all the terms of such Agreement, including
(without limitation) the right of the Corporation (or its assigns) to
purchase any Purchased Shares in which the Participant is not vested at the
time of his or her termination of Service.



	 	 	 	 	 
	 

	 	

	 	 
	

	 	   PARTICIPANT’S SPOUSE	 	 
	 
	 	 	 	 
	

	 	Address:	 	 
	

	 	

	 	 
	 
	 	 	 	 
	

	 	
	 	 






7.









 






EXHIBIT I




ASSIGNMENT SEPARATE FROM CERTIFICATE




          FOR VALUE RECEIVED _____________________hereby sell(s),
assign(s) and transfer(s) unto Advanced Fibre Communications, Inc. (the
“Corporation”), __________________(_________) shares of the Common Stock of
the Corporation standing in his or her name on the books of the Corporation
represented by Certificate No. _______________herewith and do(es)
hereby irrevocably constitute and appoint __________________
Attorney to transfer the said stock on the books of the Corporation with full
power of substitution in the premises.



Dated: _______________ , 199___.




	 	 	 	 	 
	 

	 	Signature
	 	 
	

	 	

	 	 





INSTRUCTION: Please do not fill in any blanks other than the signature line.
Please sign exactly as you would like your name to appear on the issued
stock certificate. The purpose of this assignment is to enable the
Corporation to exercise the Repurchase Right without requiring additional
signatures on the part of Participant.





 









 








EXHIBIT II




SECTION 83(B) TAX ELECTION



This statement is being made under Section 83(b) of the Internal Revenue
Code, pursuant to Treas. Reg. Section 1.83-2.





	(1)  	The taxpayer who performed the services is:





Name:

Address:

Taxpayer Ident. No.:




	(2)  	The property with respect to which the election is being made is
____________shares of the common stock of Advanced Fibre
Communications, Inc.
	 
	(3)  	The property was issued on ____________, 199______.
	 
	(4)  	The taxable year in which the election is being made is the calendar year
199___.
	 
	(5)  	The property is subject to a repurchase right pursuant to which the
issuer has the right to acquire the property at the original purchase
price if for any reason taxpayer’s employment with the issuer is
terminated. The issuer’s repurchase right lapses in a series of
annual and monthly installments over a four (4)-year period ending
on _____________________.
	 
	(6)  	The fair market value at the time of transfer (determined without regard
to any restriction other than a restriction which by its terms will never
lapse) is $ ___________ per share.
	 
	(7)  	The amount paid for such property is $ _________ per share.
	 
	(8)  	A copy of this statement was furnished to Advanced Fibre Communications,
Inc. for whom taxpayer rendered the services            underlying the transfer
of property.
	 
	(9)  	This statement is executed on __________________, 199___.





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	Spouse (if any)

	 	Taxpayer
	 	 





THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE CENTER WITH
WHICH TAXPAYER FILES HIS OR HER FEDERAL INCOME TAX RETURNS AND MUST BE MADE WITHIN THIRTY (30)
DAYS AFTER THE EXECUTION DATE OF THE STOCK ISSUANCE
AGREEMENT. THIS FILING SHOULD BE MADE BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED. PARTICIPANT MUST RETAIN TWO (2) COPIES OF THE
COMPLETED FORM FOR FILING WITH HIS OR HER FEDERAL AND STATE TAX RETURNS FOR THE CURRENT TAX YEAR
AND AN ADDITIONAL COPY FOR HIS OR HER RECORDS.




 









 








APPENDIX




          The following definitions shall be in effect under the Agreement:



     A. AGREEMENT shall mean this Stock Issuance Agreement.



     B. BOARD shall mean the Corporation’s Board of Directors.



     C. CODE shall mean the Internal Revenue Code of 1986, as amended.



     D. COMMON STOCK shall mean the Corporation’s common stock.



     E. CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions:




     (i) a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation’s outstanding securities are transferred to a person or
persons different from the persons holding those securities immediately
prior to such transaction, or




     (ii) the sale, transfer or other disposition of all or
substantially all of the Corporation’s assets in complete liquidation
or dissolution of the Corporation.



     F. CORPORATION shall mean Advanced Fibre Communications, Inc., a
Delaware corporation.



     G. OWNER shall mean Participant and all subsequent holders of the
Purchased Shares who derive their chain of ownership through a Permitted
Transfer from Participant.



     H. PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.



     I. PARTICIPANT shall mean the person to whom the Purchased Shares are
issued under the Stock Issuance Program.



A-1.









 





     J. PERMITTED TRANSFER shall mean (i) a gratuitous transfer of the
Purchased Shares, PROVIDED AND ONLY IF Participant obtains the Corporation’s
prior written consent to such transfer, (ii) a transfer of title to the
Purchased Shares effected pursuant to Participant’s will or the laws of
intestate succession following Participant’s death or (iii) a transfer to the
Corporation in pledge as security for any purchase-money indebtedness
incurred by Participant in connection with the acquisition of the Purchased
Shares.



     K. PLAN shall mean the Corporation’s 1996 Stock Incentive Plan.



     L. PLAN ADMINISTRATOR shall mean either the Board or a committee of the
Board acting in its administrative capacity under the Plan.



     M. PURCHASE PRICE shall have the meaning assigned to such term in
Paragraph A.1.



     N. PURCHASED SHARES shall have the meaning assigned to such term in
Paragraph A.1.



     O. RECAPITALIZATION shall mean any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the Corporation’s outstanding Common Stock as a class without the
Corporation’s receipt of consideration.



     P. REORGANIZATION shall mean any of the following transactions:




     (i) a merger or consolidation in which the Corporation is not
the surviving entity,




     (ii) a sale, transfer or other disposition of all or
substantially all of the Corporation’s assets,




     (iii) a reverse merger in which the Corporation is the surviving
entity but in which the Corporation’s outstanding voting securities are
transferred in whole or in part to a person or persons different from the
persons holding those securities immediately prior to the merger, or




     (iv) any transaction effected primarily to change the state in
which the Corporation is incorporated or to create a holding company
structure.



     Q. REPURCHASE RIGHT shall mean the right granted to the Corporation in
accordance with Article C.



A-2.









 





     R. SERVICE shall mean the Participant’s performance of services for the
Corporation (or any Parent or Subsidiary) in the capacity of an employee,
subject to the control and direction of the employer entity as to both the
work to be performed and the manner and method of performance, a non-employee
member of the board of directors or a consultant.



     S. STOCK ISSUANCE PROGRAM shall mean the Stock Issuance Program under
the Plan.



     T. SUBSIDIARY shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain
owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.



     U. VESTING SCHEDULE shall mean the vesting schedule specified in
Paragraph C.3, subject to the acceleration provisions of Paragraph C.5.



     V. UNVESTED SHARES shall have the meaning assigned to such term in
Paragraph C.1.



A-3.









 





ADDENDUM

TO

STOCK ISSUANCE AGREEMENT




          The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Issuance Agreement dated 2- (the “Issuance
Agreement”) by and between Advanced Fibre Communications, Inc. (the
“Corporation”) and 1- (“Participant”) evidencing the stock issuance on such date
to Participant under the terms of the Corporation’s 1996 Stock Incentive Plan,
and such provisions shall be effective immediately. All capitalized terms in
this Addendum, to the extent not otherwise defined herein, shall have the
meanings assigned to such terms in the Issuance Agreement.



INVOLUNTARY TERMINATION FOLLOWING

CORPORATE TRANSACTION




          1. To the extent the Repurchase Right is assigned to the successor
corporation (or parent thereof) in connection with a Corporate Transaction, no
accelerated vesting of the Purchased Shares shall occur upon such Corporate
Transaction, and the Repurchase Right shall continue to remain in full force and
effect in accordance with the provisions of the Issuance Agreement. The
Participant shall, over Participant’s continued period of Service after the
Corporate Transaction, continue to vest in the Purchased Shares in accordance
with the provisions of the Issuance Agreement. However, immediately upon an
Involuntary Termination of Participant’s Service within twelve (12) months
following the Corporate Transaction, the Repurchase Right shall terminate
automatically and all the Purchased Shares shall vest in full.



          2. For purposes of this Addendum, the following definitions shall be
in effect:



               An INVOLUNTARY TERMINATION shall mean the termination of
Participant’s Service by reason of:




               (i) Participant’s involuntary dismissal or discharge by
the Corporation for reasons other than Misconduct, or




               (ii) Participant’s voluntary resignation following (A) a
change in Participant’s position with the Corporation (or Parent or
Subsidiary employing Participant) which materially reduces Participant’s
level of responsibility, (B) a reduction in Participant’s level of
compensation (including base salary, fringe benefits and participation in
any corporate-performance based bonus or incentive programs) by more than
fifteen percent (15%) or (C) a relocation of Participant’s place of
employment by more than



 









 






fifty (50) miles, provided and only if such change, reduction or relocation
is effected by the Corporation without Participant’s consent.



          MISCONDUCT shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Participant, any unauthorized use or disclosure by the
Participant of confidential information or trade secrets of the Corporation (or
any Parent or Subsidiary), or any other intentional misconduct by the
Participant adversely affecting the business or affairs of the Corporation (or
any Parent or Subsidiary) in a material manner. The foregoing definition shall
not be deemed to be inclusive of all the acts or omissions which the Corporation
(or any Parent or Subsidiary) may consider as grounds for the dismissal or
discharge of the Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary).



          IN WITNESS WHEREOF, Advanced Fibre Communications, Inc. has caused
this Addendum to be executed by its duly-authorized officer, and Participant has
executed this Addendum, all as of the Effective Date specified below.



	 	 	 	 	 
	 

	 	ADVANCED FIBRE COMMUNICATIONS, INC.
	 	 
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	


	 	 
	 
	 	 	 	 
	

	 	Title:	 	 
	

	 	

	 	 
	 
	 	 	 	 
	

	 	
	 	 
	

	 	1- , PARTICIPANT	 	 






EFFECTIVE DATE: ________, 199__






2.









 








ADDENDUM

TO

STOCK ISSUANCE AGREEMENT




     The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Issuance Agreement dated 2- (the “Issuance
Agreement”) by and between Advanced Fibre Communications, Inc. (the
“Corporation”) and 1- (“Participant”) evidencing the stock issuance on such date
to Participant under the terms of the Corporation’s 1996 Stock Incentive Plan,
and such provisions shall be effective immediately. All capitalized terms in
this Addendum, to the extent not otherwise defined herein, shall have the
meanings assigned to such terms in the Issuance Agreement.



INVOLUNTARY TERMINATION FOLLOWING

CHANGE IN CONTROL




          1. No accelerated vesting of the Purchased Shares shall occur upon a
Change in Control, and the Repurchase Right shall continue to remain in full
force and effect in accordance with the provisions of the Issuance Agreement.
The Participant shall, over Participant’s continued period of Service after the
Change in Control, continue to vest in the Purchased Shares in accordance with
the provisions of the Issuance Agreement. However, immediately upon an
Involuntary Termination of Participant’s Service within twelve (12) months
following the Change in Control, the Repurchase Right shall terminate
automatically and all the Purchased Shares shall vest in full.



          2. For purposes of this Addendum, the following definitions shall be
in effect:



               A CHANGE IN CONTROL shall be deemed to occur in the event of a
change in ownership or control of the Corporation effected through either of the
following transactions:




               (i) the direct or indirect acquisition by any person
or related group of persons (other than the Corporation or a person
that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation) of beneficial ownership (within
the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation’s outstanding
securities pursuant to a tender or exchange offer made directly to the
Corporation’s stockholders which the Board does not recommend such
stockholders to accept, or



 









 






               (ii) a change in the composition of the Board over a period
of thirty-six (36) months or less such that a majority of the Board members
ceases by reason of one or more contested elections for Board membership,
to be comprised of individuals who either (A) have been Board members
continuously since the beginning of such period or (B) have been elected or
nominated for election as Board members during such period by at least a
majority of the Board members described in clause (A) who were still in
office at the time such election or nomination was approved by the Board.



               An INVOLUNTARY TERMINATION shall mean the termination of
Participant’s Service by reason of:




               (i) Participant’s involuntary dismissal or discharge by
the Corporation for reasons other than Misconduct, or




               (ii) Participant’s voluntary resignation following (A) a
change in Participant’s position with the Corporation (or Parent or
Subsidiary employing Participant) which materially reduces Participant’s
level of responsibility, (B) a reduction in Participant’s level of
compensation (including base salary, fringe benefits and participation in
any corporate-performance based bonus or incentive programs) by more than
fifteen percent (15%) or (C) a relocation of Participant’s place of
employment by more than fifty (50) miles, provided and only if such change,
reduction or relocation is effected by the Corporation without
Participant’s consent.



          MISCONDUCT shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Participant, any unauthorized use or disclosure by the
Participant of confidential information or trade secrets of the Corporation (or
any Parent or Subsidiary), or any other intentional misconduct by the
Participant adversely affecting the business or affairs of the Corporation (or
any Parent or Subsidiary) in a material manner. The foregoing definition shall
not be deemed to be inclusive of all the acts or omissions which the Corporation
(or any Parent or Subsidiary) may consider as grounds for the dismissal or
discharge of the Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary).



2.









 





          IN WITNESS WHEREOF, Advanced Fibre Communications, Inc. has caused
this Addendum to be executed by its duly-authorized officer, and Participant has
executed this Addendum, all as of the Effective Date specified below.



	 	 	 	 	 
	 

	 	ADVANCED FIBRE COMMUNICATIONS, INC.
	 	 
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	

	 	 
	

	 	Title:	 	 
	

	 	

	 	 
	 
	 	 	 	 
	

	 	
	 	 
	

	 	1- , PARTICIPANT	 	 






EFFECTIVE DATE: __________ , 199__





3.