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Exhibit 10.1
 
  
 
 Grant
of Option
 Terms and Conditions
 (a)
    
    Expiration Date. This Option shall expire at 11:59 p.m. on 
___, 20___ (the Expiration Date) or such earlier time as set forth in paragraphs 3, 4,
5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 years
from the Date of Grant (or, in the case of a Ten Percent Shareholder, five years from
the Date of Grant).(b)
    
    Exercise of Option. Except as provided in the Plan and in paragraphs
3, 4, 5 or 6 of this Agreement, this Option shall become exercisable at the time or
times set forth on Exhibit A, attached hereto. Once this Option has become
exercisable, it shall continue to be exercisable until the earlier of the termination
of the Participants rights hereunder pursuant to paragraphs 3, 4, 5 or 6 of this
Agreement or until the Expiration Date. A partial exercise of this Option shall not
affect the Participants right to exercise the Option with respect to the remaining
Shares, subject to the conditions of the Plan and this Agreement.(c)
    
    Method of Exercise and Payment for Shares. This Option shall be
exercised by delivering written notice of exercise to the attention of the Companys
Secretary at the Companys address specified in paragraph 14 below. The exercise date
shall be the date of delivery of the notice of exercise. Such notice must be
accompanied by payment of the Option price in full. The Participant may pay part or
all of the Option price and any applicable withholdings (i) in cash, (ii) by certified
or bank cashiers check, (iii) by surrendering Shares to the Company that the
Participant already




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owns, (iv) by a cashless exercise through a broker, (v) by any other method the
Committee authorizes or (vi) by any combination of the aforementioned methods of
payment. If Shares are used to pay part or all of the Option price, the sum of the
cash and cash equivalent and the Fair Market Value (determined as of the day
preceding the date of exercise) of the Shares surrendered must not be less than the
Option price of the Shares for which the Option is being exercised.
 (d)
    
    Nontransferability. This Option is nontransferable except by will or
the laws of descent and distribution. During the Participants lifetime, only the
Participant may exercise this Option. No right or interest of a Participant in this
Option shall be liable for, or subject to, any lien, obligation or liability of the
Participant.
 Exercise in the Event of Death
 Exercise in the Event of Disability [one year]
 Exercise After Termination of Employment
 Termination of Employment for Cause
 Securities Law Restrictions
 (a)
    
    Notwithstanding any other provision of this Agreement, the Option shall not be
exercisable and no shares of Common Stock shall be issued, except in compliance with
all applicable federal and state laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which the Company is a party,
and the rules of all domestic stock exchanges on which the Companys Shares may be
listed. The Company shall have the right to rely on an




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opinion of its counsel as to such compliance. Any stock certificate evidencing Shares issued pursuant to the Option may bear such legends and statements as the
Committee may deem advisable to assure compliance with federal and state laws and
regulations and to reflect any other restrictions applicable to such shares as the
Committee otherwise deems appropriate. The Option shall not be exercisable and no shares of Common Stock shall be issued until the Company has obtained such consent
or approval as the Committee may deem advisable from regulatory bodies having
jurisdiction over such matters.
 (b)
    
    Notwithstanding any other provision of this Agreement, the Committee may
postpone the exercise of the Option for such time as the Committee in its sole
discretion may deem necessary in order to permit the Company (i) to effect, amend or
maintain any necessary registration of the Plan or the Shares issuable pursuant to the
Option under the securities laws; (ii) to take any action in order to (A) list such
Shares or other shares of stock of the Company on a stock exchange if the Shares are
not then listed on such exchange or (B) comply with restrictions or regulations
incident to the maintenance of a public market for its Shares, including any rules or
regulations of any stock exchange on which the Shares are listed; (iii) to determine
that such Shares in the Plan are exempt from such registration or that no action of the
kind referred to in (ii)(B) above needs to be taken; (iv) to comply with any other
applicable law, including without limitation, securities laws; (v) to comply with any
legal or contractual requirements during any such time the Company or any Affiliate is
prohibited from doing any of such acts under applicable law, including without
limitation, during the course of an investigation of the Company or any Affiliate, or
under any contract, loan agreement or covenant or other agreement to which the Company
or any Affiliate is a party or (vi) to otherwise comply with any prohibition on such
acts or payments during any applicable blackout period; and the Company shall not be
obligated by virtue of any terms and conditions of the Agreement or any provision of
the Plan to recognize the grant, exercise or vesting of the Option or to issue Shares
in violation of the securities laws or the laws of any government having jurisdiction
thereof or any of the provisions hereof. Any such postponement shall not extend the
term of the Option and neither the Company nor its directors and officers nor the
Committee shall have any obligation or liability to the Participant or to any other
person with respect to Shares as to which the Option shall lapse because of such
postponement.
 Non-Competition and Non-Solicitation Agreement
 (a)
    
    During employment and for a period of four (4) months from the date of
termination of the Participants employment with the Company and its Affiliates for any
reason whatsoever, the Participant will not, directly or indirectly, compete with the
Company or any Affiliate by providing to any entity that is in a Competing Business
services substantially similar to the services provided by the Participant at the time
of termination.(b)
    
    During employment and for a period of two (2) years after the termination of
the Participants employment with the Company and its Affiliates for any reason
whatsoever, the Participant will not, on his own behalf or on behalf of any other
person, partnership, association, corporation or other entity, solicit or in any manner
attempt to influence or induce any employee of the Company or its Affiliates (known by
the Participant to be such) to leave the employment of the Company or its Affiliates,
nor shall the Participant use or disclose to any person, partnership, association,
corporation or other entity any information obtained while an employee of the Company
or any Affiliate concerning the name and addresses of the Companys or any Affiliates
employees.




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Agreement to Terms of the Plan and Agreement
 Minimum Exercise
 Fractional Shares
 Change in Capital Structure
 Notification Upon Sale
 Notice
 If to the Company:
    
    Arris Group, Inc.3871 Lakefield DriveSuwanee, Georgia 30024Attn: Larry Margolis, Executive Vice PresidentIf to the Participant:
 No Right to Continued Employment
 No Stockholder Rights
 Binding Effect
 Conflicts
 Governing Law




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Tax Consequences and Section 409A
 Withholding Obligations
 Amendment or Termination
 Definitions
 (a)
    
    Affiliate means, as it relates to any limitations or requirements
with respect to incentive stock options, any subsidiary or parent corporation (as
such terms are defined in Code Section 424) of the Company. Affiliate otherwise means
any entity that is part of a controlled group of corporations or is under common
control with the Company within the meaning of Code Sections 1563(a), 414(b) or 414(c),
except that, in making any such determination, 50 percent shall be substituted for 80
percent under such Code Sections and the related regulations.(b)
    
    Cause shall have the same meaning as under any employment agreement
between the Company or any Affiliate and the Participant or, if no such employment
agreement exists or if such employment agreement does not contain any such definition,
Cause means any material breach of the terms of the Participants employment contract
(if any) or Agreement, or any conduct intentionally or materially harmful to the
Company, as determined in the sole discretion of the Committee, including but not
limited to the unauthorized use of proprietary information.(c)
    
    Code means the Internal Revenue Code of 1986, as amended.(d)
    
    Competing Business means any business that engages, in whole or in
part, in the equipment and supply for broadband communications systems in the United
States.(e)
    
    Disabled means fully and permanently disabled within the meaning of
the Companys group long-term disability plan then in effect. The Committee, in its
sole discretion, shall determine whether the Participant is Disabled for purposes of
this Agreement.(f)
    
    Fair Market Value means, on any given date, the fair market value of
a Share as the Committee in its discretion shall determine; provided, however, that the
Committee shall determine Fair Market Value without regard to any restriction other
than a restriction which, by its terms, will never lapse and, if the Shares are traded
on any national stock exchange or quotation system, the Fair Market Value of a Share
shall be the closing price of a Share as reported on such stock exchange or quotation
system on such date, or if the Shares are not traded on such stock exchange or
quotation system on such date, then on the next preceding day that the Shares were
traded on such stock exchange or quotation system, all as reported by such source as
the Committee shall
select. The Fair Market Value that the Committee determines shall be final, binding
and conclusive on the Company, any Affiliate and the Participant.




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(g)
    
    Ten Percent Shareholder means any individual who (considering the
stock attribution rules described in Code Section 424(d)) owns stock possessing more
than 10 percent of the total combined voting power of all classes of stock of the
Company or any Affiliate.




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COMPANY:ARRIS GROUP, INC.By:Name:Title:PARTICIPANT:Participant




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EXHIBIT A  Vesting Provisions
 Exhibit A
 1. General Vesting
 Service-Based Vesting
 [thirty-three] [33] [first and second] [thirty-four] [34] [third]
 Performance-Based Vesting
  Percentage of Shares forwhich Option may be
    
    CumulativeVesting Date
    
    Performance Target
    
    Exercised
    
    Performance Target
 2. Accelerated Vesting
 Accelerated Vesting on Death
  Accelerated Vesting on Disability




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Accelerated Vesting on Retirement