Exhibit 10.81


 


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”), effective
as of [DATE] (the “Effective Date”).


 


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.  


 


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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(f) of
this Agreement, 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.


 


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(g)                                 Section 409A.


 


(i)                                     Distributions.  Notwithstanding anything to the contrary in
this Agreement, if Executive is a “specified employee” within the meaning of Section 409A
of the Code and any final regulations and guidance promulgated thereunder (“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 within the period
required by the release and in no event later than two and one-half (21⁄2) months
following the end of the calendar year in which Executive’s termination of
employment occurs.  No severance or other
benefits will be paid or provided until the separation agreement and release
agreement becomes effective.


 


(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.


 


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(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.  Unless the Company and Executive otherwise
agree in writing, any determination required under this Section 7 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.


 


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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


 


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(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.


 


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(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)                           the
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.


 


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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.


 


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(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.

  
	
   

  	
   

  
	
   

  	
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  EXECUTIVE

  	
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  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


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