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**Exhibit 10.5**

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**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 provideemployees of the Company and its Designated Subsidiaries with an opportunity topurchase Common Stock of the Company through accumulated payrolldeductions.  It is the intention of theCompany to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423of the Code.  The provisions of the Plan,accordingly, shall be construed so as to extend and limit participation in auniform and nondiscriminatory basis consistent with the requirements of Section 423.

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# 2.             Definitions.

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

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

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

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### (i)    Any “person” (as such term is used inSections 13(d) and 14(d) of the Exchange Act) becomes the “beneficialowner” (as defined in Rule 13d-3 of the Exchange Act), directly orindirectly, of securities of the Company representing fifty percent (50%) ormore of the total voting power represented by the Company’s then outstandingvoting securities; or

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

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### (iii)  A change in the composition of the Boardoccurring within a two-year period, as a result of which fewer than a majorityof the directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are Directorsas of the effective date of the Plan, or (B) are elected, or nominated forelection, to the Board with the affirmative votes of at least a majority of theDirectors at the time of such election or nomination (but will not include anindividual whose election or nomination is in connection with an actual orthreatened proxy contest relating to the election of directors to the Company);or

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### (iv)  The consummation of a merger or consolidationof the Company with any other corporation, other than a merger or consolidationwhich would result in the voting securities of the Company outstandingimmediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the survivingentity or its parent) at least fifty percent (50%) of the total voting powerrepresented by the voting securities of the Company or such surviving entity orits parent outstanding immediately after such merger or consolidation.

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## (d)           “Code” shall mean the InternalRevenue Code of 1986, as amended.

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

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

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## (g)           “Company” shall mean OccamNetworks, Inc., a Delaware corporation.

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## (h)           “Compensation” shall mean allbase straight time gross earnings, commissions, overtime and shift premium, butexclusive of payments for incentive compensation, bonuses and othercompensation.

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## (i)            “Designated Subsidiary” shallmean any Subsidiary selected by the Administrator as eligible to participate inthe Plan.

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## (j)            “Director” shall mean amember of the Board.

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## (k)           “Eligible Employee” shall meanany individual who is a common law employee of the Company or any DesignatedSubsidiary and whose customary employment with the Company or DesignatedSubsidiary is at least fifteen (15) hours per week and more than five (5) monthsin any calendar year.  For purposes ofthe Plan, the employment relationship shall be treated as continuing intactwhile the individual is on sick leave or other leave of absence approved by theCompany.  Where the period of leaveexceeds 90 days and the individual’s right to reemployment is not guaranteedeither by statute or by contract, the employment relationship shall be deemedto have terminated on the 91st day of such leave.

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## (l)            “Exchange Act” shall mean theSecurities Exchange Act of 1934, as amended.

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## (m)          “Exercise Date” shall mean thefirst Trading Day on or after February 15 and August 15 of eachyear.  The first Exercise Date under thePlan shall be February 15, 2007.

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

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### (i)    If the Common Stock is listed on anyestablished stock exchange or a national market system, including withoutlimitation the Nasdaq National Market or The Nasdaq SmallCap Market of TheNasdaq Market, its Fair Market Value shall be the closing sales price for suchstock (or the closing bid, if no sales were reported) as quoted on suchexchange or system on the date of determination, as reported in *The Wall Street Journal* or such other source as the Boarddeems reliable;

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### (ii)   If the Common Stock is regularly quoted by arecognized securities dealer but selling prices are not reported, its FairMarket Value shall be the mean of the closing bid and asked prices for theCommon Stock on the date of determination, as reported in *The WallStreet Journal* or such other source as the Board deems reliable; or

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

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

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## (o)           “Offering Date” shall mean thefirst Trading Day of each Offering Period.

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## (p)           “Offering Periods” shall meanthe periods of approximately six (6) months during which an option grantedpursuant to the Plan may be exercised, commencing on the first Trading Day onor after February 15 and August 15****ofeach year and terminating on the first Trading Day on or after the subsequentOffering Period commencement date approximately six months later; provided thatthe first Offering Period under the Plan shall commence with the first TradingDate on or after the date on which the Securities and Exchange Commissiondeclares the Company’s Registration Statement effective and ending with thefirst Trading Date on or after the earlier of (i) February 15, 2007or (ii) twenty-seven (27) months from the beginning of the first OfferingPeriod.  The duration and timing of OfferingPeriods may be changed pursuant to Section 4 of this Plan.

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

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## (r)            “Purchase Price” shall mean,for the first Offering Period, eighty-five percent (85%) of the Fair MarketValue 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 determinedfor subsequent Offering Periods by the Administrator subject to compliance withSection 423 of the Code (or any successor rule or provision or anyother applicable law, regulation or stock exchange rule) or pursuant to Section 20.

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## (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 forthe Offering Period that commenced on or about November 15, 2007.  All references in the Plan to an “OfferingPeriod” shall include the Special Offering Period.

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## (t)            “Subsidiary” shall mean a “subsidiarycorporation,” whether now or hereafter existing, as defined in Section 424(f) ofthe Code.

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

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# 3.             Eligibility.

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## (a)           First Offering Period.  Any individual who is an Eligible Employeeimmediately prior to the first Offering Period shall be automatically enrolledin the first Offering Period.

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

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## (c)           Limitations.  Any provisions of the Plan to the contrarynotwithstanding, no Eligible Employee shall be granted an option under the Plan(i) to the extent that, immediately after the grant, such EligibleEmployee (or any other person whose stock would be attributed to such EligibleEmployee pursuant to Section 424(d) of the Code) would own capitalstock of the Company and/or hold outstanding options to purchase such stockpossessing five percent (5%) or more of the total combined voting power orvalue 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 allemployee stock purchase plans of the Company and its subsidiaries accrues at arate 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 isgranted) for each calendar year in which such option is outstanding at anytime.

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# 4.             Offering Periods.  The Plan shall be implemented by consecutiveOffering Periods with a new Offering Period commencing on the first Trading Dayon or after February 15 and August 15 each year, or on such otherdate as the Board shall determine; provided, however, that the first OfferingPeriod under the Plan shall commence with the first Trading Date on or afterthe date on which the Securities and Exchange Commission declares the Company’sRegistration Statement effective and ending with the first Trading Date on orafter 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 SpecialOffering Period commencing on the first Trading Day on or after April 1,2008, and terminating immediately following but on the same Exercise Date forthe Offering Period that commenced on or about November 15, 2007, will beimplemented and will overlap the Offering Period that commenced on or about November 15,2007.  The Board shall have the power tochange the duration of Offering Periods (including the commencement datesthereof) with respect to future offerings without stockholder approval if suchchange is announced prior to the scheduled beginning of the first OfferingPeriod to be affected thereafter.

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# 5.             Participation.

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

 

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## heretoas Exhibit A) to the Company’s designated plan administrator (i) noearlier than the effective date of the filing of the Company’s registrationstatement on Form S-8 with respect to Common Stock issuable under the Plan(the “Effective Date”) and (ii) no later than fifteen (15) businessdays from the Effective Date or such other period of time as the Administratormay determine (the “Enrollment Window”). An Eligible Employee’s failure to submit the subscription agreementduring the Enrollment Window shall result in the automatic termination of suchindividual’s participation in the Offering Period.

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

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

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# 6.             Payroll Deductions.

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## (a)           At the time a participant files hisor her subscription agreement, he or she shall elect to have payroll deductionsmade on each pay day during the Offering Period in an amount not exceedingfifteen percent (15%) of the Compensation which he or she receives on each payday during the Offering Period; provided, however, that should a pay day occuron an Exercise Date, a participant shall have the payroll deductions made onsuch day applied to his or her account under the new Offering Period.  For purposes of clarification, a participantmay file subscription agreements with respect to the Offering Period thatcommenced on or about November 15, 2007, and the Special Offering Periodpursuant to which the participant may contribute to each Offering Period anamount not exceeding fifteen percent (15%) of the Compensation which he or shereceives on each pay day during such Offering Periods. A participant’ssubscription agreement shall remain in effect for successive Offering Periodsunless terminated as provided in Section 10 hereof.  With respect to a participant who has filedsubscription agreements for both the Special Offering Period and the OfferingPeriod that commenced on or about November 15, 2007, his or hersubscription agreement for the Offering Period that commenced on or about November 15,2007, shall remain in effect for successive Offering Periods (commencing on orafter August 15, 2008) unless terminated as provided in Section 10hereof.

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

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

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## (d)           A participant may discontinue his orher participation in the Plan as provided in Section 10 hereof, or mayincrease or decrease the rate of his or her payroll deductions during theOffering Period by completing or filing with the Company a new subscriptionagreement authorizing 

 

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

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## (e)           Notwithstanding the foregoing, to theextent 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 anytime during an Offering Period.  Payrolldeductions shall recommence at the rate provided in such participant’ssubscription agreement at the beginning of the first Offering Period which isscheduled to end in the following calendar year, unless terminated by theparticipant as provided in Section 10 hereof.

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## (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 Stockissued under the Plan is disposed of, the participant must make adequateprovision for the Company’s or its Subsidiary’s federal, state, or any othertax liability payable to any authority, national insurance, social security orother tax withholding obligations, if any, which arise upon the exercise of theoption or the disposition of the Common Stock including, for the avoidance ofdoubt, any liability to pay secondary Class 1 National InsuranceContributions for which an agreement or election has been entered into underparagraph 3A or 3B of Schedule 1 to the Social Security Contributions andBenefits act 1992.  At any time, theCompany or its Subsidiary may, but shall not be obligated to, withhold from theparticipant’s compensation the amount necessary for the Company or itsSubsidiary to meet applicable withholding obligations, including any withholdingrequired to make available to the Company or its Subsidiary any tax deductionsor benefits attributable to sale or early disposition of Common Stock by theEligible Employee.

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# 7.             Grant of Option.  On the Offering Date of each Offering Period,each Eligible Employee participating in such Offering Period shall be grantedan option to purchase on each Exercise Date during such Offering Period (at theapplicable Purchase Price) up to a number of shares of the Company’s CommonStock determined by dividing such Eligible Employee’s payroll deductionsaccumulated prior to such Exercise Date by the applicable Purchase Price;provided that in no event shall an Eligible Employee be permitted to purchasemore than 1,000 shares of the Company’s Common Stock during each OfferingPeriod that commenced prior to March 24, 2008, and more than 5,000 sharesof the Company Common Stock during each Offering Period that commences on orafter March 24, 2008 (subject to any adjustment pursuant to Section 19),and provided further that such purchase shall be subject to the limitations setforth in Sections 3(c) and 13 hereof. The Eligible Employee may accept the grant of such option by turning ina completed subscription agreement (attached hereto as Exhibit Aor, 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 firstOffering Period, prior to the last day of the Enrollment Window.  The Administrator may, for future OfferingPeriods, increase or decrease, in its absolute discretion, the maximum numberof shares of the Company’s Common Stock an Eligible Employee may purchaseduring each Offering Period.  Exercise ofthe option shall occur as provided in Section 8 hereof, unless the participanthas withdrawn pursuant to Section 10 hereof.  The option shall expire on the last day ofthe Offering Period.

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# 8.             Exercise of Option.

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

 

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## participantat the applicable Purchase Price with the accumulated payroll deductions in hisor her account.  No fractional sharesshall be purchased; any payroll deductions accumulated in a participant’saccount which are not sufficient to purchase a full share shall be retained inthe participant’s account for the subsequent Offering Period, subject toearlier withdrawal by the participant as provided in Section 10hereof.  Any other funds left over in aparticipant’s account after the Exercise Date shall be returned to theparticipant.  During a participant’slifetime, a participant’s option to purchase shares hereunder is exercisableonly by him or her.

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## (b)           If the Administrator determines that,on a given Exercise Date, the number of shares with respect to which optionsare to be exercised may exceed (i) the number of shares of Common Stockthat were available for sale under the Plan on the Offering Date of theapplicable Offering Period, or (ii) the number of shares available forsale under the Plan on such Exercise Date, the Administrator may in its solediscretion provide that the Company shall make a pro rata allocation of theshares of Common Stock available for purchase on such Exercise Date in asuniform a manner as shall be practicable and as it shall determine in its solediscretion to be equitable among all participants exercising options topurchase Common Stock on such Exercise Date. The Company may make a pro rata allocation of the shares available onthe Offering Date of any applicable Offering Period pursuant to the precedingsentence, notwithstanding any authorization of additional shares for issuanceunder the Plan by the Company’s stockholders subsequent to such Offering Date.

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

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## 10.           Withdrawal.

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# (a)           A participant may withdraw all butnot less than all the payroll deductions credited to his or her account and notyet used to exercise his or her option under the Plan at any time by givingwritten 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 deductionscredited to his or her account shall be paid to such participant promptly afterreceipt of notice of withdrawal and such participant’s option for the OfferingPeriod shall be automatically terminated, and no further payroll deductions forthe purchase of shares shall be made for such Offering Period.  If a participant withdraws from an OfferingPeriod, payroll deductions shall not resume at the beginning of the succeedingOffering Period unless the participant delivers to the Company a newsubscription agreement.

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

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

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# 11.           Interest.  No interest shall accrue on the payrolldeductions of a participant in the Plan.

 

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# 12.           Stock.

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

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

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

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

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# 14.           Designation of Beneficiary.

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## (a)           A participant may file a designationof a beneficiary who is to receive any shares and cash, if any, from theparticipant’s account under the Plan in the event of such participant’s deathsubsequent to an Exercise Date on which the option is exercised but prior todelivery to such participant of such shares and cash.  In addition, a participant may file adesignation of a beneficiary who is to receive any cash from the participant’saccount under the Plan in the event of such participant’s death prior toexercise of the option.  If a participantis married and the designated beneficiary is not the spouse, spousal consentshall be required for such designation to be effective.

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## (b)           Such designation of beneficiary maybe changed by the participant at any time by notice in a form determined by theAdministrator.  In the event of the deathof a participant and in the absence of a beneficiary validly designated underthe Plan who is living at the time of such participant’s death, the Companyshall deliver such shares and/or cash to the executor or administrator of theestate of the participant, or if no such executor or administrator has beenappointed (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 moredependents or relatives of the participant, or if no spouse, dependent orrelative is known to the Company, then to such other person as the Company maydesignate.

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

 

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# 15.           Transferability.  Neither payroll deductions credited to aparticipant’s account nor any rights with regard to the exercise of an optionor to receive shares under the Plan may be assigned, transferred, pledged orotherwise disposed of in any way (other than by will, the laws of descent anddistribution 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 Companymay treat such act as an election to withdraw funds from an Offering Period inaccordance with Section 10 hereof.

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

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# 17.           Reports.  Individual accounts shall be maintained foreach participant in the Plan.  Statementsof account shall be given to participating Eligible Employees at leastannually, which statements shall set forth the amounts of payroll deductions,the Purchase Price, the number of shares purchased and the remaining cashbalance, if any.

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

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## (a)           Changes in Capitalization.  Subject to any required action by thestockholders of the Company, the maximum number of shares of the Company’sCommon Stock which shall be made available for sale under the Plan, the maximumnumber of shares each participant may purchase each Offering Period (pursuantto Section 7), as well as the price per share and the number of shares ofCommon Stock covered by each option under the Plan which has not yet beenexercised shall be proportionately adjusted for any increase or decrease in thenumber of issued shares of Common Stock resulting from a stock split, reverse stocksplit, stock dividend, combination or reclassification of the Common Stock, orany other change in the number of shares of Common Stock effected withoutreceipt of consideration by the Company; provided, however, that conversion ofany convertible securities of the Company shall not be deemed to have been “effectedwithout receipt of consideration.”  Suchadjustment shall be made by the Administrator, whose determination in thatrespect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company ofshares of stock of any class, or securities convertible into shares of stock ofany class, shall affect, and no adjustment by reason thereof shall be made withrespect to, the number or price of shares of Common Stock subject to an option.

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

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

 

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## ExerciseDate shall be before the date of the Company’s proposed merger or Change inControl.  The Administrator shall notifyeach participant in writing, at least ten (10) business days prior to theNew Exercise Date, that the Exercise Date for the participant’s option has beenchanged to the New Exercise Date and that the participant’s option shall beexercised automatically on the New Exercise Date, unless prior to such date theparticipant has withdrawn from the Offering Period as provided in Section 10hereof.

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# 19.           Amendment or Termination.

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## (a)           The Administrator may at any time andfor 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 whichadversely affects the rights of any participant unless their consent is obtained.  To the extent necessary to comply with Section 423of the Code (or any successor rule or provision or any other applicablelaw, regulation or stock exchange rule), the Company shall obtain stockholderapproval of any amendment in such a manner and to such a degree as required.

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## (b)           Without stockholder consent andwithout regard to whether any participant rights may be considered to have been“adversely affected,” the Administrator shall be entitled to change theOffering Periods, limit the frequency and/or number of changes in the amountwithheld during an Offering Period, establish the exchange ratio applicable toamounts withheld in a currency other than U.S. dollars, permit payrollwithholding in excess of the amount designated by a participant in order toadjust for delays or mistakes in the Company’s processing of properly completedwithholding elections, establish reasonable waiting and adjustment periodsand/or accounting and crediting procedures to ensure that amounts appliedtoward the purchase of Common Stock for each participant properly correspondwith amounts withheld from the participant’s Compensation, and establish suchother limitations or procedures as the Administrator determines in its solediscretion advisable which are consistent with the Plan.

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

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### (i)    increasing the Purchase Price for anyOffering Period including an Offering Period underway at the time of the changein Purchase Price;

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

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### (iii)  reducing the number of shares that may bepurchased upon exercise of outstanding options.

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Suchmodifications or amendments shall not require stockholder approval or theconsent of any Plan participants.

 

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

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# 21.           Conditions Upon Issuance of Shares.  Shares shall not be issued with respect to anoption unless the exercise of such option and the issuance and delivery of suchshares 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 

 

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# promulgatedthereunder, and the requirements of any stock exchange upon which the sharesmay then be listed, and shall be further subject to the approval of counsel forthe Company with respect to such compliance.

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# Asa condition to the exercise of an option, the Company may require the personexercising such option to represent and warrant at the time of any suchexercise that the shares are being purchased only for investment and withoutany present intention to sell or distribute such shares if, in the opinion ofcounsel for the Company, such a representation is required by any of theaforementioned applicable provisions of law.

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

 

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**EXHIBIT A**

** **

 

**OCCAM NETWORKS, INC.**

**2006 EMPLOYEE STOCK PURCHASE PLAN**

**SUBSCRIPTION AGREEMENT**

** **

 

|            Original  Application |   | Offering Date:                                  |
|------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

           Change inPayroll Deduction Rate

           Change ofBeneficiary(ies)

 

1.                                                                                            herebyelects to participate in the Occam Networks, Inc. 2006 Employee StockPurchase Plan (the “Employee Stock Purchase Plan”) and subscribes to purchaseshares of the Company’s Common Stock in accordance with this SubscriptionAgreement and the Employee Stock Purchase Plan.

 

2.                                       I herebyauthorize payroll deductions from each paycheck in the amount of        % of my Compensation on eachpay day (from 0 to 15%) during the Offering Period in accordance with theEmployee Stock Purchase Plan.  (Pleasenote that no fractional percentages are permitted.)

 

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

 

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

 

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

 

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

 

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

 

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

 

8.                                       In the event ofmy death, I hereby designate the following as my beneficiary(ies) to receiveall 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) |   |

 

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| Employee’s Social   |   |   |   |
|--------------------------|--------|--------|--------|
| Security Number:         |   |   |   |
| Employee’s Address: |   |   |   |
|                     |   |   |   |
|                     |   |   |   |

 

 

IUNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUTSUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

 

|   |   |                                                        |
|--------|--------|-------------------------------------------------------------|
|   |   |                                                        |
| Dated: |   |                                                        |   |
|   |   | Signature of Employee                                       |
|   |   |                                                        |
|   |   |                                                        |
|   |   | Spouse’s Signature (If  beneficiary other than spouse) |
|        |        |                                                             |  |

 

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**EXHIBIT B**

**OCCAM NETWORKS, INC.**

**2006 EMPLOYEE STOCK PURCHASE PLAN**

**NOTICE OF WITHDRAWAL**

 

 

Theundersigned participant in the Offering Period of the Occam Networks, Inc.2006 Employee Stock Purchase Plan that began on                        ,             (the “OfferingDate”) hereby notifies the Company that he or she hereby withdraws from theOffering Period.  He or she herebydirects the Company to pay to the undersigned as promptly as practicable allthe payroll deductions credited to his or her account with respect to suchOffering Period.  The undersignedunderstands and agrees that his or her option for such Offering Period will beautomatically terminated.  Theundersigned understands further that no further payroll deductions will be madefor the purchase of shares in the current Offering Period and the undersignedshall be eligible to participate in succeeding Offering Periods only bydelivering to the Company a new Subscription Agreement.

 

|   |   | Name and Address of  Participant: |   |
|--------|--------|-----------------------------------|--------|
|   |   |                              |   |
|   |   |                              |   |
|   |   |                              |   |
|   |   |                              |   |
|   |   |                              |   |
|   |   | Signature:                        |   |
|   |   |                              |   |
|   |   | Date:                             |   |   |
|        |        |                                   |        |  |

 

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**EXHIBIT C**

 

 

**OCCAM NETWORKS, INC.**

**2006 EMPLOYEE STOCK PURCHASE PLAN**

**SUBSCRIPTION AGREEMENT FOR SPECIAL OFFERING PERIOD**

 

 

|            Original  Application |   | Offering Date:  March       , 2008 |
|------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------|

           Change inPayroll Deduction Rate

           Change ofBeneficiary(ies)

 

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

 

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

 

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

 

4.                                       I understandthat said payroll deductions shall be accumulated for the purchase of shares ofCommon Stock at the applicable Purchase Price determined in accordance with theEmployee Stock Purchase Plan.  Iunderstand that if I do not withdraw from the Special Offering Period, anyaccumulated payroll deductions will be used to automatically exercise myoption.

 

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

 

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

 

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

 

2

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agree to notify the Company in writing within 30 days after the date ofany disposition of my shares and I will make adequate provision for Federal,state or other tax withholding obligations, if any, which arise upon thedisposition of the Common Stock.  The Company may, but will not be obligated to,withhold from my compensation the amount necessary to meet any applicablewithholding obligation including any withholding necessary to make available tothe Company any tax deductions or benefits attributable to sale or earlydisposition of Common Stock by me.  If Idispose of such shares at any time after the expiration of the 2-year and1-year holding periods, I understand that I will be treated for federal incometax 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 anamount equal to the lesser of (1) the excess of the fair market value ofthe shares at the time of such disposition over the purchase price which I paidfor the shares, or (2) 5% of the fair market value of the shares on thefirst day of the Offering Period.  Theremainder of the gain, if any, recognized on such disposition will be taxed ascapital gain.

 

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

 

9.                                       In the event ofmy death, I hereby designate the following as my beneficiary(ies) to receiveall 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:   |    |     |   |      |   |
|                       |    |     |   |      |   |
|                       |    |     |   |      |   |

 

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IUNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUTSUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

 

|   |   |                                                        |
|--------|--------|-------------------------------------------------------------|
| Dated: |   |                                                        |   |
|   |   | Signature of Employee                                       |
|   |   |                                                        |
|   |   |                                                        |
|   |   | Spouse’s Signature (If  beneficiary other than spouse) |
|        |        |                                                             |  |

 

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