Exhibit 10.5


 


OCCAM NETWORKS, INC.


2006 EMPLOYEE STOCK PURCHASE PLAN


As amended and restated effective March 24, 2008


 


1.             Purpose.  The purpose of the Plan is to provide
employees of the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll
deductions.  It is the intention of the
Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423
of the Code.  The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
uniform and nondiscriminatory basis consistent with the requirements of Section 423.


 


2.             Definitions.


 


(a)           “Administrator” shall mean the
Board or any Committee designated by the Board to administer the plan pursuant
to Section 14.


 


(b)           “Board” shall mean the Board
of Directors of the Company.


 


(c)           “Change in Control” means the
occurrence of any of the following events:


 


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


 


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


 


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


 


(d)           “Code” shall mean the Internal
Revenue Code of 1986, as amended.


 


(e)           “Committee” means a committee
of the Board appointed by the Board in accordance with Section 14 hereof.


 


(f)            “Common Stock” shall mean the
common stock of the Company.


 


(g)           “Company” shall mean Occam
Networks, Inc., a Delaware corporation.


 


(h)           “Compensation” shall mean all
base straight time gross earnings, commissions, overtime and shift premium, but
exclusive of payments for incentive compensation, bonuses and other
compensation.


 

















 


(i)            “Designated Subsidiary” shall
mean any Subsidiary selected by the Administrator as eligible to participate in
the Plan.


 


(j)            “Director” shall mean a
member of the Board.


 


(k)           “Eligible Employee” shall mean
any individual who is a common law employee of the Company or any Designated
Subsidiary and whose customary employment with the Company or Designated
Subsidiary is at least fifteen (15) hours per week and more than five (5) months
in any calendar year.  For purposes of
the Plan, the employment relationship shall be treated as continuing intact
while the individual is on sick leave or other leave of absence approved by the
Company.  Where the period of leave
exceeds 90 days and the individual’s right to reemployment is not guaranteed
either by statute or by contract, the employment relationship shall be deemed
to have terminated on the 91st day of such leave.


 


(l)            “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


(m)          “Exercise Date” shall mean the
first Trading Day on or after February 15 and August 15 of each
year.  The first Exercise Date under the
Plan shall be February 15, 2007.


 


(n)           “Fair Market Value” shall
mean, as of any date and unless the Administrator determines otherwise, the
value of Common Stock determined as follows:


 


(i)    If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Market, its Fair Market Value shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the Board
deems reliable;


 


(ii)   If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Common Stock on the date of determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable; or


 


(iii)  In the absence of an established market for
the Common Stock, the Fair Market Value thereof shall be determined in good faith
by the Board.


 


(iv)  For purposes of the first Offering Period
under the Plan, the Fair Market Value will be the initial price to the public
as set forth in the final prospectus deemed to be included within the
registration statement on Form S-1 (File No. 333-134318) filed with
the Securities and Exchange Commission for the follow-on public offering of the
Common Stock (the “Registration Statement”).


 


(o)           “Offering Date” shall mean the
first Trading Day of each Offering Period.


 


(p)           “Offering Periods” shall mean
the periods of approximately six (6) months during which an option granted
pursuant to the Plan may be exercised, commencing on the first Trading Day on
or after February 15 and August 15  of
each year and terminating on the first Trading Day on or after the subsequent
Offering Period commencement date approximately six months later; provided that
the first Offering Period under the Plan shall commence with the first Trading
Date on or after the date on which the Securities and Exchange Commission
declares the Company’s Registration Statement effective and ending with the
first Trading Date on or after the earlier of (i) February 15, 2007
or (ii) twenty-seven (27) months from the beginning of the first Offering
Period.  The duration and timing of Offering
Periods may be changed pursuant to Section 4 of this Plan.


 


(q)           “Plan” shall mean this 2006
Employee Stock Purchase Plan.


 


(r)            “Purchase Price” shall mean,
for the first Offering Period, eighty-five percent (85%) of the Fair Market
Value of a share of Common Stock on the Offering Date or on the Exercise 


 


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Date,
whichever is lower; provided however, that the Purchase Price may be determined
for subsequent Offering Periods by the Administrator subject to compliance with
Section 423 of the Code (or any successor rule or provision or any
other applicable law, regulation or stock exchange rule) or pursuant to Section 20.


 


(s)           “Special Offering Period”
shall mean the Offering Period commencing on the first Trading Day on or after April 1,
2008, and terminating immediately following but on the same Exercise Date for
the Offering Period that commenced on or about November 15, 2007.  All references in the Plan to an “Offering
Period” shall include the Special Offering Period.


 


(t)            “Subsidiary” shall mean a “subsidiary
corporation,” whether now or hereafter existing, as defined in Section 424(f) of
the Code.


 


(u)           “Trading Day” shall mean a day
on which national stock exchanges and the Nasdaq System are open for trading.


 


3.             Eligibility.


 


(a)           First Offering Period.  Any individual who is an Eligible Employee
immediately prior to the first Offering Period shall be automatically enrolled
in the first Offering Period.


 


(b)           Subsequent Offering Periods.  Any Eligible Employee on a given Offering
Date shall be eligible to participate in the Plan.


 


(c)           Limitations.  Any provisions of the Plan to the contrary
notwithstanding, no Eligible Employee shall be granted an option under the Plan
(i) to the extent that, immediately after the grant, such Eligible
Employee (or any other person whose stock would be attributed to such Eligible
Employee pursuant to Section 424(d) of the Code) would own capital
stock of the Company and/or hold outstanding options to purchase such stock
possessing five percent (5%) or more of the total combined voting power or
value of all classes of the capital stock of the Company or of any Subsidiary,
or (ii) to the extent that his or her rights to purchase stock under all
employee stock purchase plans of the Company and its subsidiaries accrues at a
rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock
(determined at the fair market value of the shares at the time such option is
granted) for each calendar year in which such option is outstanding at any
time.


 


4.             Offering Periods.  The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on the first Trading Day
on or after February 15 and August 15 each year, or on such other
date as the Board shall determine; provided, however, that the first Offering
Period under the Plan shall commence with the first Trading Date on or after
the date on which the Securities and Exchange Commission declares the Company’s
Registration Statement effective and ending with the first Trading Date on or
after the earlier of (i) February 15, 2007 or (ii) twenty-seven
(27) months from the beginning of the first Offering Period.  Notwithstanding the foregoing, a Special
Offering Period commencing on the first Trading Day on or after April 1,
2008, and terminating immediately following but on the same Exercise Date for
the Offering Period that commenced on or about November 15, 2007, will be
implemented and will overlap the Offering Period that commenced on or about November 15,
2007.  The Board shall have the power to
change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings without stockholder approval if such
change is announced prior to the scheduled beginning of the first Offering
Period to be affected thereafter.


 


5.             Participation.


 


(a)           First Offering Period.  An Eligible Employee shall be entitled to
participate in the first Offering Period only if such individual submits a
subscription agreement authorizing payroll deductions in a form determined by
the Administrator (which may be similar to the form attached 


 


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hereto
as Exhibit A) to the Company’s designated plan administrator (i) no
earlier than the effective date of the filing of the Company’s registration
statement on Form S-8 with respect to Common Stock issuable under the Plan
(the “Effective Date”) and (ii) no later than fifteen (15) business
days from the Effective Date or such other period of time as the Administrator
may determine (the “Enrollment Window”). 
An Eligible Employee’s failure to submit the subscription agreement
during the Enrollment Window shall result in the automatic termination of such
individual’s participation in the Offering Period.


 


(b)           Subsequent Offering Periods.  An Eligible Employee may become a participant
in the Plan by completing a subscription agreement in a form determined by the
Administrator (which may be similar to the form attached hereto as Exhibit A)
and filing it with the Company’s designated Plan administrator prior to the
applicable Offering Date.


 


(c)           Special Offering Period.  An Eligible Employee may participate in the
Special Offering Period by completing a subscription agreement in a form
determined by the Administrator (which may be similar to the form attached
hereto as Exhibit C) and filing it with the Company’s designated
Plan administrator prior to the Offering Date for the Special Offering
Period.  Notwithstanding anything to the
contrary herein or otherwise, an Eligible Employee may participate in both the
Special Offering Period and the Offering Period that commenced on or about November 15,
2007.


 


6.             Payroll Deductions.


 


(a)           At the time a participant files his
or her subscription agreement, he or she shall elect to have payroll deductions
made on each pay day during the Offering Period in an amount not exceeding
fifteen percent (15%) of the Compensation which he or she receives on each pay
day during the Offering Period; provided, however, that should a pay day occur
on an Exercise Date, a participant shall have the payroll deductions made on
such day applied to his or her account under the new Offering Period.  For purposes of clarification, a participant
may file subscription agreements with respect to the Offering Period that
commenced on or about November 15, 2007, and the Special Offering Period
pursuant to which the participant may contribute to each Offering Period an
amount not exceeding fifteen percent (15%) of the Compensation which he or she
receives on each pay day during such Offering Periods. A participant’s
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.  With respect to a participant who has filed
subscription agreements for both the Special Offering Period and the Offering
Period that commenced on or about November 15, 2007, his or her
subscription agreement for the Offering Period that commenced on or about November 15,
2007, shall remain in effect for successive Offering Periods (commencing on or
after August 15, 2008) unless terminated as provided in Section 10
hereof.


 


(b)           Payroll deductions for a participant
shall commence on the first pay day following the Offering Date and shall end
on the last pay day in the Offering Period to which such authorization is
applicable, unless sooner terminated by the participant as provided in Section 10
hereof; provided, however, that for the first Offering Period, payroll
deductions shall commence on the first pay day on or following the end of the
Enrollment Window.


 


(c)           All payroll deductions made for a
participant shall be credited to his or her account under the Plan and shall be
withheld in whole percentages only.  A
participant may not make any additional payments into such account.


 


(d)           A participant may discontinue his or
her participation in the Plan as provided in Section 10 hereof, or may
increase or decrease the rate of his or her payroll deductions during the
Offering Period by completing or filing with the Company a new subscription
agreement authorizing 


 


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a
change in payroll deduction rate.  The
Administrator may, in its discretion, limit the nature and/or number of
participation rate changes during any Offering Period.  The change in rate shall be effective with
the first full payroll period following five (5) business days after the
Company’s receipt of the new subscription agreement unless the Company elects
to process a given change in participation more quickly.


 


(e)           Notwithstanding the foregoing, to the
extent necessary to comply with Section 423(b)(8) of the Code and Section 3(c) hereof,
a participant’s payroll deductions may be decreased to zero percent (0%) at any
time during an Offering Period.  Payroll
deductions shall recommence at the rate provided in such participant’s
subscription agreement at the beginning of the first Offering Period which is
scheduled to end in the following calendar year, unless terminated by the
participant as provided in Section 10 hereof.


 


(f)            At the time the option is exercised,
in whole or in part, or at the time some or all of the Company’s Common Stock
issued under the Plan is disposed of, the participant must make adequate
provision for the Company’s or its Subsidiary’s federal, state, or any other
tax liability payable to any authority, national insurance, social security or
other tax withholding obligations, if any, which arise upon the exercise of the
option or the disposition of the Common Stock including, for the avoidance of
doubt, any liability to pay secondary Class 1 National Insurance
Contributions for which an agreement or election has been entered into under
paragraph 3A or 3B of Schedule 1 to the Social Security Contributions and
Benefits act 1992.  At any time, the
Company or its Subsidiary may, but shall not be obligated to, withhold from the
participant’s compensation the amount necessary for the Company or its
Subsidiary to meet applicable withholding obligations, including any withholding
required to make available to the Company or its Subsidiary any tax deductions
or benefits attributable to sale or early disposition of Common Stock by the
Eligible Employee.


 


7.             Grant of Option.  On the Offering Date of each Offering Period,
each Eligible Employee participating in such Offering Period shall be granted
an option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company’s Common
Stock determined by dividing such Eligible Employee’s payroll deductions
accumulated prior to such Exercise Date by the applicable Purchase Price;
provided that in no event shall an Eligible Employee be permitted to purchase
more than 1,000 shares of the Company’s Common Stock during each Offering
Period that commenced prior to March 24, 2008, and more than 5,000 shares
of the Company Common Stock during each Offering Period that commences on or
after March 24, 2008 (subject to any adjustment pursuant to Section 19),
and provided further that such purchase shall be subject to the limitations set
forth in Sections 3(c) and 13 hereof. 
The Eligible Employee may accept the grant of such option by turning in
a completed subscription agreement (attached hereto as Exhibit A
or, with respect to the Special Offering Period, attached hereto as Exhibit C)
to the Company on or prior to an Offering Date, or with respect to the first
Offering Period, prior to the last day of the Enrollment Window.  The Administrator may, for future Offering
Periods, increase or decrease, in its absolute discretion, the maximum number
of shares of the Company’s Common Stock an Eligible Employee may purchase
during each Offering Period.  Exercise of
the option shall occur as provided in Section 8 hereof, unless the participant
has withdrawn pursuant to Section 10 hereof.  The option shall expire on the last day of
the Offering Period.


 


8.             Exercise of Option.


 


(a)           Unless a participant withdraws from
the Plan as provided in Section 10 hereof, his or her option for the purchase
of shares shall be exercised automatically on the Exercise Date, and the
maximum number of full shares subject to option shall be purchased for such 


 


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participant
at the applicable Purchase Price with the accumulated payroll deductions in his
or her account.  No fractional shares
shall be purchased; any payroll deductions accumulated in a participant’s
account which are not sufficient to purchase a full share shall be retained in
the participant’s account for the subsequent Offering Period, subject to
earlier withdrawal by the participant as provided in Section 10
hereof.  Any other funds left over in a
participant’s account after the Exercise Date shall be returned to the
participant.  During a participant’s
lifetime, a participant’s option to purchase shares hereunder is exercisable
only by him or her.


 


(b)           If the Administrator determines that,
on a given Exercise Date, the number of shares with respect to which options
are to be exercised may exceed (i) the number of shares of Common Stock
that were available for sale under the Plan on the Offering Date of the
applicable Offering Period, or (ii) the number of shares available for
sale under the Plan on such Exercise Date, the Administrator may in its sole
discretion provide that the Company shall make a pro rata allocation of the
shares of Common Stock available for purchase on such Exercise Date in as
uniform a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to
purchase Common Stock on such Exercise Date. 
The Company may make a pro rata allocation of the shares available on
the Offering Date of any applicable Offering Period pursuant to the preceding
sentence, notwithstanding any authorization of additional shares for issuance
under the Plan by the Company’s stockholders subsequent to such Offering Date.


 


9.             Delivery.  As soon as reasonably practicable after each
Exercise Date on which a purchase of shares occurs, the Company shall arrange
the delivery to each participant the shares purchased upon exercise of his or
her option in a form determined by the Administrator.


 


10.           Withdrawal.


 


(a)           A participant may withdraw all but
not less than all the payroll deductions credited to his or her account and not
yet used to exercise his or her option under the Plan at any time by giving
written notice to the Company in the form determined by the Administrator
(which may be similar to the form attached as Exhibit B to this Plan).  All of the participant’s payroll deductions
credited to his or her account shall be paid to such participant promptly after
receipt of notice of withdrawal and such participant’s option for the Offering
Period shall be automatically terminated, and no further payroll deductions for
the purchase of shares shall be made for such Offering Period.  If a participant withdraws from an Offering
Period, payroll deductions shall not resume at the beginning of the succeeding
Offering Period unless the participant delivers to the Company a new
subscription agreement.


 


(b)           A participant’s withdrawal from an
Offering Period shall not have any effect upon his or her eligibility to
participate in any similar plan which may hereafter be adopted by the Company
or in succeeding Offering Periods which commence after the termination of the
Offering Period from which the participant withdraws.


 


10.           Termination of Employment.  Upon a participant’s ceasing to be an
Eligible Employee, for any reason, he or she shall be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to such participant’s
account during the Offering Period but not yet used to purchase shares of
Common Stock under the Plan shall be returned to such participant or, in the
case of his or her death, to the person or persons entitled thereto under Section 15,
and such participant’s option shall be automatically terminated.


 


11.           Interest.  No interest shall accrue on the payroll
deductions of a participant in the Plan.


 


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12.           Stock.


 


(a)           Subject to adjustment upon changes in
capitalization of the Company as provided in Section 19 hereof, the
maximum number of shares of the Company’s Common Stock which shall be made
available for sale under the Plan shall be 200,000 shares plus an annual
increase to be added on the first day of the Company’s fiscal year beginning in
fiscal year 2007, equal to the lesser of (i) 300,000 shares of Common
Stock, (ii) one point five percent (1.5%) of the outstanding shares of
Common Stock on such date or (iii) an amount determined by the Board.


 


(b)           Until the shares are issued (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), a participant shall only have the
rights of an unsecured creditor with respect to such shares, and no right to
vote or receive dividends or any other rights as a stockholder shall exist with
respect to such shares.


 


(c)           Shares to be delivered to a
participant under the Plan shall be registered in the name of the participant
or in the name of the participant and his or her spouse.


 


13.           Administration.  The Administrator shall administer the Plan
and shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan.  Every finding, decision and determination
made by the Administrator shall, to the full extent permitted by law, be final
and binding upon all parties. 
Notwithstanding any provision to the contrary in this Plan, the
Administrator may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures for jurisdictions outside of the United States.  Without limiting the generality of the
foregoing, the Administrator is specifically authorized to adopt rules and
procedures regarding eligibility to participate, the definition of
Compensation, handling of payroll deductions, making of contributions to the
Plan (including, without limitation, in forms other than payroll deductions),
establishment of bank or trust accounts to hold payroll deductions, payment of
interest, conversion of local currency, obligations to pay payroll tax,
determination of beneficiary designation requirements, withholding procedures
and handling of stock certificates which vary with local requirements.


 


14.           Designation of Beneficiary.


 


(a)           A participant may file a designation
of a beneficiary who is to receive any shares and cash, if any, from the
participant’s account under the Plan in the event of such participant’s death
subsequent to an Exercise Date on which the option is exercised but prior to
delivery to such participant of such shares and cash.  In addition, a participant may file a
designation of a beneficiary who is to receive any cash from the participant’s
account under the Plan in the event of such participant’s death prior to
exercise of the option.  If a participant
is married and the designated beneficiary is not the spouse, spousal consent
shall be required for such designation to be effective.


 


(b)           Such designation of beneficiary may
be changed by the participant at any time by notice in a form determined by the
Administrator.  In the event of the death
of a participant and in the absence of a beneficiary validly designated under
the Plan who is living at the time of such participant’s death, the Company
shall deliver such shares and/or cash to the executor or administrator of the
estate of the participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its discretion,
may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may
designate.


 


(c)           All beneficiary designations shall be
in such form and manner as the Administrator may designate from time to time.


 


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15.           Transferability.  Neither payroll deductions credited to a
participant’s account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant.  Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 10 hereof.


 


16.           Use of Funds.  All payroll deductions received or held by
the Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.  Until shares are issued,
participants shall only have the rights of an unsecured creditor.


 


17.           Reports.  Individual accounts shall be maintained for
each participant in the Plan.  Statements
of account shall be given to participating Eligible Employees at least
annually, which statements shall set forth the amounts of payroll deductions,
the Purchase Price, the number of shares purchased and the remaining cash
balance, if any.


 


18.                 Adjustments Upon Changes in Capitalization, Dissolution,
Liquidation, Merger or Change in Control.


 


(a)           Changes in Capitalization.  Subject to any required action by the
stockholders of the Company, the maximum number of shares of the Company’s
Common Stock which shall be made available for sale under the Plan, the maximum
number of shares each participant may purchase each Offering Period (pursuant
to Section 7), as well as the price per share and the number of shares of
Common Stock covered by each option under the Plan which has not yet been
exercised shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or
any other change in the number of shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.”  Such
adjustment shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive. 
Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.


 


(b)           Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Offering Period then in progress shall be
shortened by setting a new Exercise Date (the “New Exercise Date”), and
shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the
Administrator.  The New Exercise Date
shall be before the date of the Company’s proposed dissolution or
liquidation.  The Administrator shall
notify each participant in writing, at least ten (10) business days prior
to the New Exercise Date, that the Exercise Date for the participant’s option
has been changed to the New Exercise Date and that the participant’s option
shall be exercised automatically on the New Exercise Date, unless prior to such
date the participant has withdrawn from the Offering Period as provided in Section 10
hereof.


 


(c)           Merger or Change in Control.  In the event of a merger or Change in
Control, each outstanding option shall be assumed or an equivalent option
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.  In the event that
the successor corporation refuses to assume or substitute for the option, the
Offering Period then in progress shall be shortened by setting a New Exercise
Date and shall end on the New Exercise Date. 
The New 


 


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Exercise
Date shall be before the date of the Company’s proposed merger or Change in
Control.  The Administrator shall notify
each participant in writing, at least ten (10) business days prior to the
New Exercise Date, that the Exercise Date for the participant’s option has been
changed to the New Exercise Date and that the participant’s option shall be
exercised automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10
hereof.


 


19.           Amendment or Termination.


 


(a)           The Administrator may at any time and
for any reason terminate or amend the Plan. 
Except as provided in Section 19 and this Section 20 hereof,
no amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant unless their consent is obtained.  To the extent necessary to comply with Section 423
of the Code (or any successor rule or provision or any other applicable
law, regulation or stock exchange rule), the Company shall obtain stockholder
approval of any amendment in such a manner and to such a degree as required.


 


(b)           Without stockholder consent and
without regard to whether any participant rights may be considered to have been
“adversely affected,” the Administrator shall be entitled to change the
Offering Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a participant in order to
adjust for delays or mistakes in the Company’s processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied
toward the purchase of Common Stock for each participant properly correspond
with amounts withheld from the participant’s Compensation, and establish such
other limitations or procedures as the Administrator determines in its sole
discretion advisable which are consistent with the Plan.


 


(c)           Without regard to whether any
participant’s rights may be considered to have been “adversely affected”, in
the event the Administrator determines that the ongoing operation of the Plan
may result in unfavorable financial accounting consequences, the Board may, in
its discretion and, to the extent necessary or desirable, modify or amend the
Plan to reduce or eliminate such accounting consequence including:


 


(i)    increasing the Purchase Price for any
Offering Period including an Offering Period underway at the time of the change
in Purchase Price;


 


(ii)   shortening any Offering Period so that
Offering Period ends on a new Exercise Date, including an Offering Period
underway at the time of the Board action; and


 


(iii)  reducing the number of shares that may be
purchased upon exercise of outstanding options.


 


Such
modifications or amendments shall not require stockholder approval or the
consent of any Plan participants.


 


20.           Notices.  All notices or other communications by a
participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form and manner specified by the
Company at the location, or by the person, designated by the Company for the
receipt thereof.


 


21.           Conditions Upon Issuance of Shares.  Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Exchange Act, the rules and regulations 


 


9

















 


promulgated
thereunder, and the requirements of any stock exchange upon which the shares
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance.


 


As
a condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without
any present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.


 


22.           Term of Plan.  The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its approval by
the stockholders of the Company.  It
shall continue in effect for a term of twenty (20) years unless terminated
earlier under Section 20 hereof.


 


10
















 


EXHIBIT A


 


 


OCCAM NETWORKS, INC.


2006 EMPLOYEE STOCK PURCHASE PLAN


SUBSCRIPTION AGREEMENT


 


 




	
             Original
  Application

  	
   

  	
  Offering Date:                                 

  






           Change in
Payroll Deduction Rate


           Change of
Beneficiary(ies)


 


1.                                                                                            hereby
elects to participate in the Occam Networks, Inc. 2006 Employee Stock
Purchase Plan (the “Employee Stock Purchase Plan”) and subscribes to purchase
shares of the Company’s Common Stock in accordance with this Subscription
Agreement and the Employee Stock Purchase Plan.


 


2.                                       I hereby
authorize payroll deductions from each paycheck in the amount of
        % of my Compensation on each
pay day (from 0 to 15%) during the Offering Period in accordance with the
Employee Stock Purchase Plan.  (Please
note that no fractional percentages are permitted.)


 


3.                                       I understand
that said payroll deductions shall be accumulated for the purchase of shares of
Common Stock at the applicable Purchase Price determined in accordance with the
Employee Stock Purchase Plan.  I
understand that if I do not withdraw from an Offering Period, any accumulated
payroll deductions will be used to automatically exercise my option.


 


4.                                       I have received
a copy of the complete Employee Stock Purchase Plan.  I understand that my participation in the
Employee Stock Purchase Plan is in all respects subject to the terms of the
Plan.


 


5.                                       Shares
purchased for me under the Employee Stock Purchase Plan should be issued in the
name(s) of (Eligible Employee or Eligible Employee and Spouse only).


 


6.                                       I understand
that if I dispose of any shares received by me pursuant to the Plan within 2
years after the Offering Date (the first day of the Offering Period during
which I purchased such shares) or one year after the Exercise Date, I will be
treated for federal income tax purposes as having received ordinary income at
the time of such disposition in an amount equal to the excess of the fair
market value of the shares at the time such shares were purchased by me over
the price which I paid for the shares.  I
hereby agree to notify the Company in writing within 30 days after the date of
any disposition of my shares and I will make adequate provision for Federal,
state or other tax withholding obligations, if any, which arise upon the
disposition of the Common Stock.  The
Company may, but will not be obligated to, withhold from my compensation the
amount necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock by me.  If I dispose of such shares at any time after
the expiration of the 2-year and 1-year holding periods, I understand that I
will be treated for federal income tax purposes as having received income only
at the time of such disposition, and that such income will be taxed as ordinary
income only to the 


 

















 


extent of an amount equal to the lesser of (1) the excess of the
fair market value of the shares at the time of such disposition over the
purchase price which I paid for the shares, or (2) 5% of the fair market
value of the shares on the first day of the Offering Period.  The remainder of the gain, if any, recognized
on such disposition will be taxed as capital gain.


 


7.                                       I hereby agree
to be bound by the terms of the Employee Stock Purchase Plan.  The effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the Employee Stock
Purchase Plan.


 


8.                                       In the event of
my death, I hereby designate the following as my beneficiary(ies) to receive
all payments and shares due me under the Employee Stock Purchase Plan:


 


	
  NAME:  (Please print)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (First)

  	
  (Middle)

  	
  (Last)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Relationship

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Percentage Benefit

  	
   

  	
   

  	
  (Address)

  	
   

  



 


	
  NAME:  (Please print)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (First)

  	
  (Middle)

  	
  (Last)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Relationship

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Percentage Benefit

  	
   

  	
   

  	
  (Address)

  	
   

  



 


2

















 


 


	
  Employee’s Social

  	
   

  	
   

  	
   

  
	
  Security Number:

  	
   

  	
   

  	
   

  
	
  Employee’s Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


I
UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


 




	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of Employee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Spouse’s Signature (If
  beneficiary other than spouse)

  
				






 


3

















 


EXHIBIT B


OCCAM NETWORKS, INC.


2006 EMPLOYEE STOCK PURCHASE PLAN


NOTICE OF WITHDRAWAL


 


 


The
undersigned participant in the Offering Period of the Occam Networks, Inc.
2006 Employee Stock Purchase Plan that began on
                        ,
             (the “Offering
Date”) hereby notifies the Company that he or she hereby withdraws from the
Offering Period.  He or she hereby
directs the Company to pay to the undersigned as promptly as practicable all
the payroll deductions credited to his or her account with respect to such
Offering Period.  The undersigned
understands and agrees that his or her option for such Offering Period will be
automatically terminated.  The
undersigned understands further that no further payroll deductions will be made
for the purchase of shares in the current Offering Period and the undersigned
shall be eligible to participate in succeeding Offering Periods only by
delivering to the Company a new Subscription Agreement.


 




	
   

  	
   

  	
  Name and Address of
  Participant:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  	
   

  
					






 

















 


 


EXHIBIT C


 


 


OCCAM NETWORKS, INC.


2006 EMPLOYEE STOCK PURCHASE PLAN


SUBSCRIPTION AGREEMENT FOR SPECIAL OFFERING PERIOD


 


 




	
             Original
  Application

  	
   

  	
  Offering Date:
  March       , 2008

  






           Change in
Payroll Deduction Rate


           Change of
Beneficiary(ies)


 


1.                                                                                            hereby
elects to participate in the Special Offering Period under the Occam Networks, Inc.
2006 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and
subscribes to purchase shares of the Company’s Common Stock in accordance with
this Subscription Agreement and the Employee Stock Purchase Plan.


 


2.                                       I hereby authorize
payroll deductions from each paycheck in the amount of
        % of my Compensation on each
pay day (from 0 to 15%) during the Special Offering Period in accordance with
the Employee Stock Purchase Plan. 
(Please note that no fractional percentages are permitted.)


 


3.                                                 If any funds are left over
in my account after the Exercise Date for the Offering Period that commenced on
or about November 15, 2007, due to the 1,000 share purchase limit in Section 7
of the Employee Stock Purchase Plan, I hereby elect to transfer such funds from
my account for such Offering Period to my account for the Special Offering
Period to be used towards the purchase of shares on the Exercise Date for the
Special Offering Period. (Please only check the line above if you wish to elect
to transfer funds to your Special Offering Period account.  If you would prefer to have these amounts
permanently refunded to you, do not check the line above.)


 


4.                                       I understand
that said payroll deductions shall be accumulated for the purchase of shares of
Common Stock at the applicable Purchase Price determined in accordance with the
Employee Stock Purchase Plan.  I
understand that if I do not withdraw from the Special Offering Period, any
accumulated payroll deductions will be used to automatically exercise my
option.


 


5.                                       I have received
a copy of the complete Employee Stock Purchase Plan.  I understand that my participation in the
Employee Stock Purchase Plan is in all respects subject to the terms of the
Employee Stock Purchase Plan.


 


6.                                       Shares
purchased for me under the Employee Stock Purchase Plan should be issued in the
name(s) of (Eligible Employee or Eligible Employee and Spouse only).


 


7.                                       I understand
that if I dispose of any shares received by me pursuant to the Employee Stock
Purchase Plan within 2 years after the Offering Date (the first day of the
Special Offering Period during which I purchased such shares) or one year after
the Exercise Date, I will be treated for federal income tax purposes as having
received ordinary income at the time of such disposition in an amount equal to
the excess of the fair market value of the shares at the time such shares were
purchased by me over the price which I paid for the shares.  I hereby 


 


2

















 


agree to notify the Company in writing within 30 days after the date of
any disposition of my shares and I will make adequate provision for Federal,
state or other tax withholding obligations, if any, which arise upon the
disposition of the Common Stock.  The Company may, but will not be obligated to,
withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to
the Company any tax deductions or benefits attributable to sale or early
disposition of Common Stock by me.  If I
dispose of such shares at any time after the expiration of the 2-year and
1-year holding periods, I understand that I will be treated for federal income
tax purposes as having received income only at the time of such disposition,
and that such income will be taxed as ordinary income only to the extent of an
amount equal to the lesser of (1) the excess of the fair market value of
the shares at the time of such disposition over the purchase price which I paid
for the shares, or (2) 5% of the fair market value of the shares on the
first day of the Offering Period.  The
remainder of the gain, if any, recognized on such disposition will be taxed as
capital gain.


 


8.                                       I hereby agree
to be bound by the terms of the Employee Stock Purchase Plan.  The effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the Employee Stock
Purchase Plan.


 


9.                                       In the event of
my death, I hereby designate the following as my beneficiary(ies) to receive
all payments and shares due me under the Employee Stock Purchase Plan:


 


	
  NAME:  (Please print)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (First)

  	
  (Middle)

  	
  (Last)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Relationship

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Percentage Benefit

  	
   

  	
   

  	
  (Address)

  	
   

  



 


	
  NAME:  (Please print)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (First)

  	
  (Middle)

  	
  (Last)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Relationship

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Percentage Benefit

  	
   

  	
   

  	
   

  	
  (Address)

  	
   

  
	
  Employee’s Social

  	
   

  	
   

  	
   

  	
   

  
	
  Security Number:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employee’s Address:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3

















 


I
UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


 




	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of Employee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Spouse’s Signature (If
  beneficiary other than spouse)

  
				






 


4