Exhibit 10.20


 


FORM OF
CHANGE OF CONTROL AGREEMENT


 


OCCAM
NETWORKS, INC.


 


CHANGE OF
CONTROL SEVERANCE AGREEMENT


 


This Change of Control Severance Agreement (the “Agreement”) is made
and entered into by and between [NAME] (“Executive”) and Occam Networks, Inc.
(the “Company”), initially effective as of [DATE] (the “Effective Date”) and
amended and restated as of December 10, 2008.


 


RECITALS


 


1.                                       It is expected that the Company from time to
time will consider the possibility of an acquisition by another company or
other change of control.  The Board of Directors of the Company (the “Board”)
recognizes that such consideration can be a distraction to Executive and can
cause Executive to consider alternative employment opportunities.  The
Board has determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued dedication and
objectivity of Executive, notwithstanding the possibility, threat or occurrence
of a Change of Control (as defined herein) of the Company.


 


2.                                       The Board believes that it is in the best
interests of the Company and its stockholders to provide Executive with an
incentive to continue his or her employment and to motivate Executive to
maximize the value of the Company upon a Change of Control for the benefit of
its stockholders.


 


3.                                       The Board believes that it is imperative to
provide Executive with certain severance benefits upon Executive’s termination
of employment following a Change of Control.  These benefits will provide
Executive with enhanced financial security and incentive and encouragement to
remain with the Company notwithstanding the possibility of a Change of Control.


 


4.                                       Certain capitalized terms used in the
Agreement are defined in Section 8 below.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:


 


1.                                       Term of Agreement.  This Agreement is effective as of the
Effective Date and will remain in effect through the third anniversary of the
Effective Date, except in the event of a Change of Control during such term, in
which case this Agreement will remain in effect through, and automatically
terminate upon, the completion of all payments under the terms of this
Agreement (the “Agreement Term”), provided
that the Board of Directors of the Company or the Compensation
Committee thereof may, in its sole and absolute discretion, at any time extend
the term of this Agreement for such period of time as it may determine
appropriate.  No severance benefits will be paid under this Agreement with
respect to any termination of employment effective after the date of the
Agreement’s termination.


 


2.                                       At-Will Employment.  The Company and Executive acknowledge
that Executive’s employment is and will continue to be at-will, as defined
under applicable law, except as may otherwise be specifically provided under
the terms of any written formal employment agreement between the Company and
Executive (an “Employment Agreement”).  If Executive’s employment
terminates for any reason, 


 

















 


including (without
limitation) any termination prior to a Change of Control, Executive will not be
entitled to any payments, benefits, damages, awards or compensation other than
as provided by this Agreement.


 


3.                                       Termination of Employment.  In the event Executive’s employment
with the Company terminates for any reason, Executive will be entitled to any: (i) unpaid
base salary accrued up to the effective date of termination, (ii) unpaid,
but earned and accrued annual incentive for any completed fiscal year as of his
or her termination of employment, (iii) pay for accrued but unused
vacation, (iv) benefits or compensation as provided under the terms of any
employee benefit and compensation agreements or plans applicable to Executive, (v) unreimbursed
business expenses required to be reimbursed to Executive, and (vi) rights
to indemnification Executive may have under the Company’s Certificate of
Incorporation, Bylaws, or separate indemnification agreement, as
applicable.  In addition, if the termination is by the Company (or any
parent, subsidiary or successor of the Company) without Cause (as defined
herein) or if Executive resigns for Good Reason (as defined herein), Executive
will be entitled to the amounts and benefits specified in Section 4.


 


4.                                       Severance Benefits.


 


(a)                                  Termination Without Cause or Resignation for
Good Reason in Connection with a Change of Control.  If on or within six (6) months
following a Change of Control, (i) Executive’s employment is terminated by
the Company (or any parent, subsidiary or successor of the Company) without
Cause or (ii) Executive resigns for Good Reason, and Executive signs and
does not revoke the release of claims required by Section 5, Executive
will receive the following severance benefits from the Company:


 


(i)                                     Severance Payment.  Executive will receive a lump sum
cash payment equal to six (6) months of the Executive’s annual base salary
(as in effect immediately prior to (A) the Change of Control or (B) Executive’s
termination, whichever is greater).


 


(ii)                                  Equity Awards.  Fifty percent (50%) of Executive’s
then outstanding and unvested awards relating to the Company’s common stock
(whether stock options, stock appreciation rights, shares of restricted stock,
restricted stock units, or otherwise (collectively, the “Equity Awards”)) as of
the date of Executive’s termination of employment will become vested and will
otherwise remain subject to the terms and conditions of the applicable Equity
Award agreement.


 


(iii)                               Benefits.  The Company agrees to reimburse Executive for premiums paid for
the same level of group health coverage as in effect for Executive on the day
immediately preceding the date of termination; provided, however, that (1) Executive
constitutes a qualified beneficiary, as defined in Section 4980(B)(g)(1) of
the Internal Revenue Code of 1986, as amended (the “Code”); and (2) Executive
elects continuation coverage pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”), within the time period
prescribed pursuant to COBRA.  The Company will continue to reimburse
Executive for continuation coverage through the earlier of (A) the date
that is six (6) months following his or her termination, or (B) the
date upon which Executive and Executive’s eligible dependents become covered
under similar plans.  Executive will thereafter be responsible for the
payment of COBRA premiums (including, without limitation, all administrative
expenses) for the remaining COBRA period.  COBRA reimbursements shall be
made by the Company to Executive consistent with the Company’s normal expense
reimbursement policy, provided that Executive submits documentation to the
Company substantiating his or her payments for COBRA coverage.


 


(b)                                 Timing of Severance Payments.  Subject to Section 4(g) below,
the Company will pay the severance payments to which Executive is entitled
pursuant to Section 4(a)(i) above in cash and in full, within ten (10) calendar
days after the date of the termination of Employee’s employment as provided in Section 4(a) or,
if later, on the date the release of claims required pursuant to Section 5
of this Agreement becomes effective.  If Executive should die before all
severance amounts have been paid, such 


 

















 


unpaid amounts will be paid
in a lump-sum payment (less any withholding taxes) to Executive’s designated
beneficiary, if living, or otherwise to the personal representative of
Executive’s estate.


 


(c)                                  Voluntary Resignation; Termination For Cause.  If Executive’s employment with the
Company terminates (i) voluntarily by Executive (except upon a termination
for Good Reason on or within six (6) months following a Change of Control)
or (ii) for Cause by the Company (or any parent or subsidiary of the
Company), then Executive will not be entitled to receive severance or other benefits
except for those (if any) as may then be established under the Company’s then
existing severance and benefits plans and practices or pursuant to other
written agreements with the Company, including, without limitation, any
Employment Agreement or Equity Award agreements.


 


(d)                                 Disability; Death.  If the Company terminates Executive’s
employment as a result of Executive’s Disability (as defined herein), or
Executive’s employment terminates due to his or her death, then Executive will
not be entitled to receive severance or other benefits except for those (if
any) as may then be established under the Company’s then existing written
severance and benefits plans and practices or pursuant to other written
agreements with the Company, including, without limitation, any Employment
Agreement or Equity Award agreements.


 


(e)                                  Termination Apart from Change of Control.  In the event Executive’s employment
is terminated for any reason, either prior to the occurrence of a Change of
Control or after the six (6) month period following a Change of Control,
then Executive will be entitled to receive severance and any other benefits
only as may then be established under the Company’s existing written severance
and benefits plans and practices or pursuant to other written agreements with
the Company, including, without limitation, any Employment Agreement or Equity
Award agreement.


 


(f)                                    Exclusive Remedy.  In the event of a termination of
Executive’s employment on or within six (6) months following a Change of
Control, the provisions of this Section 4 are intended to be and are
exclusive and in lieu of any other rights or remedies to which Executive or the
Company may otherwise be entitled, whether at law, tort or contract, in equity,
or under this Agreement.  Executive will be entitled to no benefits,
compensation or other payments or rights upon termination of employment other
than those benefits expressly set forth in this Section 4, except as may
be provided in any Equity Award agreement.


 


(g)                                 Section 409A.


 


(i)                                     Distributions.  Notwithstanding anything to the
contrary in this Agreement, no Deferred Compensation Separation Benefits (as
defined below) payable under this Agreement will be considered due or payable
until the Executive has incurred a “separation from service” within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended and the
final regulations and any guidance promulgated thereunder (together, “Section 409A”).  If Executive is a “specified employee” within
the meaning of Section 409A at the time of Executive’s termination (other
than due to Executive’s death), and the payment of any portion of the severance
payments under this Agreement, when considered together with any other
severance payments or separation benefits which may be considered deferred
compensation under Section 409A (together, the “Deferred Compensation
Separation Benefits”), will result in the imposition of additional tax under Section 409A
if paid to Executive on or within the six (6) month period following
Executive’s termination, then the portion of the Deferred Compensation
Separation Benefits that would cause the imposition of additional tax under Section 409A
will accrue during such six (6) month period and will become payable in a
lump sum payment on the date six (6) months and one (1) day following
the date of Executive’s termination of employment.  All subsequent
payments, if any, will be payable in accordance with the payment schedule
applicable to each payment or benefit.  Notwithstanding anything herein to
the contrary, if Executive dies following his or her termination of employment
but prior to the six (6) month anniversary of his or her date of
termination, then any payments delayed in accordance with this paragraph will
be payable in a lump sum (less applicable withholding taxes) to Executive’s
estate as soon as administratively practicable after the 


 

















 


date of Executive’s death
and all other Deferred Compensation Separation Benefits will be payable in
accordance with the payment schedule applicable to each payment or benefit.


 


(ii)                                  Amendment.  This provision is intended to comply with the requirements of Section 409A
so that none of the severance payments and benefits to be provided hereunder
will be subject to the additional tax imposed under Section 409A, and any
ambiguities herein will be interpreted to so comply.  The Company and
Executive agree to work together in good faith to consider amendments to this
Agreement and to take such reasonable actions which are necessary, appropriate
or desirable to avoid imposition of any additional tax or income recognition
prior to actual payment to Executive under Section 409A.


 


5.                                       Conditions to Receipt of Severance; No Duty
to Mitigate.


 


(a)                                  Separation Agreement and Release of Claims. 
The receipt of any severance or other
benefits pursuant to Section 4 will be subject to Executive signing and
not revoking a separation agreement and release of claims in a form acceptable
to the Company (the “Release”) within the period required by the release and in
no event will the period to return the release be longer than sixty (60) days,
inclusive of any revocation period set forth in the Release, following the
Executive’s termination of employment (the “Release Deadline”).  No severance or other benefits will be paid
or provided until the separation agreement and release agreement becomes
effective.  Notwithstanding any contrary
provisions of Section 4, in the event that the termination occurs at a
time during the calendar year where it would be possible for the Release to
become effective in the calendar year following the calendar year in which the
Executive’s termination occurs, any severance that would be considered Deferred
Compensation Separation Benefits (as defined in Section 4(g)) will be paid
on the first payroll date to occur during the calendar year following the
calendar year in which such termination occurs, or, if later, (i) the
Release Deadline, or (ii) such time as required by Section 4(g).


 


(b)                                 Non-solicitation.  The receipt of any severance or other
benefits pursuant to Section 4 will be subject to Executive agreeing that
during the Agreement Term and Continuance Period, Executive will not solicit
any employee of the Company (other than Executive’s personal assistant) for
employment other than at the Company.


 


(c)                                  Nondisparagement.  During the Agreement Term and
Continuance Period, Executive will not knowingly and materially disparage,
criticize, or otherwise make any derogatory statements regarding the
Company.  Notwithstanding the foregoing, nothing contained in this Agreement
will be deemed to restrict Executive, the Company or any of the Company’s
current or former officers and/or directors from (1) providing information
to any governmental or regulatory agency (or in any way limit the content of
any such information) to the extent they are requested or required to provide
such information pursuant to applicable law or regulation or (2) enforcing
his or her or its rights pursuant to this Agreement.


 


(d)                                 Other Requirements.  Executive’s receipt of severance
payments will be subject to Executive continuing to comply with the terms of
any agreement between the Company and Executive (or any written policy of the
Company) relating to treatment of confidential information, assignment of
inventions, or similar terms (any such agreement or policy, a “Confidentiality
Agreement”) and the provisions of this Section 5.


 


(e)                                  No Duty to Mitigate.  Executive will not be required to
mitigate the amount of any payment contemplated by this Agreement, nor will any
earnings that Executive may receive from any other source reduce any such
payment


 


6.                                       Limitation on Payments.  In the event that the severance and
other benefits provided for in this Agreement or otherwise payable to Executive
(i) constitute “parachute payments” within the 


 

















 


meaning of Section 280G
of the Code, and (ii) but for this Section 6, would be subject to the
excise tax imposed by Section 4999 of the Code, then Executive’s severance
benefits under Section 4 will be either:


 


(a)                                  delivered in full, or


 


(b)                                 delivered as to such lesser extent which
would result in no portion of such severance benefits being subject to excise
tax under Section 4999 of the Code,


 


whichever
of the foregoing amounts, taking into account the applicable federal, state and
local income taxes and the excise tax imposed by Section 4999, results in
the receipt by Executive on an after-tax basis, of the greatest amount of
severance benefits, notwithstanding that all or some portion of such severance
benefits may be taxable under Section 4999 of the Code.  Any
reduction in payments and/or benefits required by this Section 6(b) shall
occur in the following order: (1) reduction of cash payments; (2) reduction
of vesting acceleration of equity awards; and (3) reduction of other
benefits paid or provided to the Executive. 
In the event that acceleration of vesting of equity awards is to be
reduced, such acceleration of vesting shall be cancelled in the reverse order
of the date of grant for the Executive’s equity awards.  If two or more equity awards are granted on
the same date, each award will be reduced on a pro-rata basis.  Unless the Company and Executive otherwise
agree in writing, any determination required under this Section 6 will be
made in writing by the Company’s independent public accountants immediately
prior to the Change of Control (the “Accountants”), whose determination will be
conclusive and binding upon Executive and the Company for all purposes. 
For purposes of making the calculations required by this Section 6, the
Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code.  The
Company and Executive will furnish to the Accountants such information and
documents as the Accountants may reasonably request in order to make a
determination under this Section.  The Company will bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated by this Section 6.


 


7.                                       Definition of Terms.  The following terms referred to in
this Agreement will have the following meanings:


 


(a)                                  Cause.  For purposes of this Agreement, “Cause” will mean:


 


(i)                                     Executive’s willful and continued failure to
perform the duties and responsibilities of his or her position (other than as a
result of Executive’s illness or injury) after there has been delivered to
Executive a written demand for performance from the Board which describes the
basis for the Board’s belief that Executive has not substantially performed his
or her duties and provides Executive with thirty (30) days to take corrective
action;


 


(ii)                                  Any material act of personal dishonesty taken
by Executive in connection with his or her responsibilities as an employee of
the Company with the intention that such action may result in the substantial
personal enrichment of Executive;


 


(iii)                               Executive’s conviction of, or plea of nolo contendere to, a felony that
the Board reasonably believes has had or will have a material detrimental
effect on the Company’s reputation or business;


 


(iv)                              A willful breach of any fiduciary duty owed to the Company by Executive
that has a material detrimental effect on the Company’s reputation or business;


 


(v)                                 A willful breach of a Confidentiality
Agreement or any written policy relating to ethics or conduct;


 

















 


(vi)                              Executive being found liable in any Securities and Exchange Commission
or other civil or criminal securities law action (regardless of whether or not
Executive admits or denies liability), which the Board determines, in its
reasonable discretion, will have a material detrimental effect on the Company’s
reputation or business;


 


(vii)                           Executive entering any cease and desist order with respect to any
action which would bar Executive from service as an executive officer or member
of a board of directors of any publicly-traded company (regardless of whether
or not Executive admits or denies liability);


 


(viii)                        Executive (A) obstructing or impeding; (B) endeavoring to
obstruct or impede, or (C) failing to materially cooperate with, any
investigation authorized by the Board or any governmental or self-regulatory
entity (an “Investigation”).  However, Executive’s failure to waive
attorney-client privilege relating to communications with Executive’s own
attorney in connection with an Investigation will not constitute “Cause”; or


 


(ix)                                       Executive’s disqualification or bar by any
governmental or self-regulatory authority from serving in the capacity
contemplated by this Agreement, if (A) the disqualification or bar continues
for more than thirty (30) days, and (B) during that period the Company
uses its commercially reasonable efforts to cause the disqualification or bar
to be lifted. While any disqualification or bar continues during Executive’s
employment, Executive will serve in the capacity contemplated by this Agreement
to whatever extent legally permissible and, if Executive’s employment is not
permissible, Executive will be placed on administrative leave (which will be
paid to the extent legally permissible).


 


(b)                                 Change of Control.  “Change of Control” of the Company is
defined as:


 


(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 more than fifty percent (50%) of the
total voting power represented by the Company’s then outstanding voting
securities;


 


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


 


(iii)                               A change in the composition of the Board occurring within a one-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 Incumbent 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.


 


(c)                                  Continuance Period.  “Continuance Period” will mean the
period of time beginning on the date of the termination of Executive’s
employment and ending on the date that is six (6) months following the
date of the termination of Executive’s employment.


 

















 


(d)                                 Disability.  For purposes of this Agreement, “Disability” will have the same
meaning as that term is defined in the Company’s 2006 Equity Incentive
Plan.  Notwithstanding the foregoing however, should the Company maintain
a long-term disability plan at any time during the Agreement Term, a
determination of disability under such plan shall also be considered a “Disability”
for purposes of this Agreement.


 


(e)                                  Good Reason.  “Good Reason” will mean Executive’s termination of employment
within ninety (90) days following the end of the Cure Period (as defined below)
as a result of the occurrence of any of the following without the Executive’s
consent:


 


(i)                                     a material diminution of Executive’s
authority, duties, or responsibilities, relative to Executive’s authority,
duties, or responsibilities in effect immediately prior to such reduction;
provided, however, that a reduction of authority, duties, or responsibilities
or a change in title or reporting responsibility that occurs solely as a
necessary and direct consequence of the Company undergoing a Change of Control
and being made part of a larger entity will not be considered material (as, for
example, when the Chief Financial Officer of the Company remains the principal
financial or accounting employee of the Company (or the business unit
comprising the Company) following a Change of Control even though he or she is
not made the Chief Financial Officer of the acquiring corporation;


 


(ii)                                  a material diminution by the Company in the
base salary of Executive as in effect immediately prior to such reduction,
other than pursuant to a reduction that also is applied to substantially all
other executive officers of the Company;


 


(iii)                               the relocation of Executive to a facility or a location more than fifty
(50) miles from Executive’s then present location; or


 


(iv)                              tthe failure of the Company to obtain the
assumption of this Agreement by any successor in accordance with Section 8(a) below.


 


Notwithstanding the foregoing, Executive will not
resign for Good Reason without first providing the Board with written notice of
the condition that could constitute a “Good Reason” event within ninety (90)
days of the initial existence of such condition and such condition must not
have been remedied by the Company within thirty (30) days (the “Cure Period”)
of such written notice.


 


8.                                       Successors.


 


(a)                                  The Company’s Successors.  Any successor to the Company (whether
direct or indirect and whether by purchase, merger, consolidation, liquidation
or otherwise) to all or substantially all of the Company’s business and/or
assets will assume the obligations under this Agreement and agree expressly to
perform the obligations under this Agreement in the same manner and to the same
extent as the Company would be required to perform such obligations in the
absence of a succession.  For all purposes under this Agreement, the term “Company”
will include any successor to the Company’s business and/or assets which
executes and delivers the assumption agreement described in this Section 8(a) or
which becomes bound by the terms of this Agreement by operation of law.


 


(b)                                 Executive’s Successors.  The terms of this Agreement and all
rights of Executive hereunder will inure to the benefit of, and be enforceable
by, Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.


 


9.                                       Notice.


 


(a)                                  General.  Notices and all other communications contemplated by this
Agreement will be in writing and will be deemed to have been duly given when
personally delivered or when mailed by U.S. registered or certified mail,
return receipt requested and postage prepaid.  In the case of Executive, 


 

















 


mailed notices will be
addressed to him or her at the home address which he or she most recently
communicated to the Company in writing.  In the case of the Company,
mailed notices will be addressed to its corporate headquarters, and all notices
will be directed to the attention of its President.


 


(b)                                 Notice of Termination.  Any termination by the Company for
Cause or by Executive for Good Reason or as a result of a voluntary resignation
will be communicated by a notice of termination to the other party hereto given
in accordance with Section 9(a) of this Agreement.  Such notice
will indicate the specific termination provision in this Agreement relied upon,
will set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination under the provision so indicated, and will
specify the termination date (which will be not more than thirty (30) days
after the giving of such notice).  The failure by Executive to include in
the notice any fact or circumstance which contributes to a showing of Good
Reason will not waive any right of Executive hereunder or preclude Executive
from asserting such fact or circumstance in enforcing his or her rights
hereunder.


 


10.                                 Miscellaneous Provisions.


 


(a)                                  Arbitration.  The parties agree that any and all disputes arising out of, or
relating to, the terms of this Agreement, their interpretation, and any of the
matters herein released, will be subject to binding arbitration in Santa
Barbara, California before the American Arbitration Association under its
National Rules for the Resolution of Employment Disputes.  The
parties agree that the prevailing party in any arbitration will be entitled to
injunctive relief in any court of competent jurisdiction to enforce the
arbitration award.  The parties agree that the prevailing party in any
arbitration will be awarded its reasonable attorney fees and costs.  The parties hereby agree to waive their right to have
any dispute between them resolved in a court of law by a jury. 
This section will not prevent either party from seeking injunctive relief (or
any other provisional remedy) from any court having jurisdiction over the
parties and the subject matter of their dispute relating to Executive’s
obligations under this Agreement and the agreements incorporated herein by
reference.


 


(b)                                 Waiver.  No provision of this Agreement will be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing
and signed by Executive and by an authorized officer of the Company (other than
Executive).  No waiver by either party of any breach of, or of compliance
with, any condition or provision of this Agreement by the other party will be
considered a waiver of any other condition or provision or of the same
condition or provision at another time.


 


(c)                                  Headings.  All captions and section headings used in this Agreement are
for convenient reference only and do not form a part of this Agreement.


 


(d)                                 Entire Agreement.  This Agreement, together with any
Employment Agreement (to the extent not otherwise superseded herein), any
Equity Award agreements that describe Executive’s outstanding Equity Awards
and/or any Confidentiality Agreement, constitutes the entire agreement of the
parties hereto and supersedes in their entirety all prior representations,
understandings, undertakings or agreements (whether oral or written and whether
expressed or implied) of the parties with respect to the subject matter
hereof.  To the extent that any provisions of this Agreement conflict with
those of any other agreement between the Executive and the Company, the terms
in this Agreement will prevail.  However, with respect to Equity Awards
granted on or after the date hereof, the acceleration of vesting provided
herein will apply to such awards except to the extent otherwise explicitly
provided in the applicable Equity Award agreement.


 


(e)                                  Choice of Law.  The validity, interpretation,
construction and performance of this Agreement will be governed by the laws of
the State of California (with the exception of its conflict of laws
provisions).


 


(f)                                    Severability.  The invalidity or unenforceability of
any provision or provisions of this Agreement will not affect the validity or
enforceability of any other provision hereof, which will 


 

















 


remain in full force and
effect.  The remainder of this Agreement will be interpreted so as best to
effect the intent of the Company and the Executive.


 


(g)                                 Withholding.  All payments made pursuant to this Agreement will be subject to
withholding of applicable income and employment taxes.


 


(h)                                 Counterparts.  This Agreement may be executed in
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.


 


IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
set forth below.


 


 


	
  COMPANY

  	
  OCCAM NETWORKS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTIVE

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: