2000 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED



 Exhibit 10.3 
 [Reflects amendments 
 through October 16, 2007] 
 AVICI SYSTEMS INC. 
 AMENDED 2000 EMPLOYEE STOCK PURCHASE PLAN 

Article 1 - Purpose. 
 This 2000 Employee Stock
Purchase Plan (the “Plan”) is intended to encourage stock ownership by all eligible employees of Avici Systems Inc. (the “Company”), a Delaware corporation, and its participating subsidiaries (as defined in Article 17) so that
they may share in the growth of the Company by acquiring or increasing their proprietary interest in the Company. The Plan is designed to encourage eligible employees to remain in the employment of the Company and its participating subsidiaries. The
Plan is intended to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”). 
 Article 2 - Administration of the Plan. 
 The Plan may
be administered by a committee appointed by the Board of Directors of the Company (the “Committee”). The Committee shall consist of not less than two members of the Company’s Board of Directors. The Board of Directors may from time to
time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. The Committee may select one of its members as Chairman, and shall hold meetings at such times and
places as it may determine. Acts by a majority of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. 
 The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final, unless otherwise
determined by the Board of Directors. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best, provided that any such rules and regulations shall be applied on a uniform basis to all
employees under the Plan. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it. 
 In the event the Board of Directors fails to appoint or refrains from appointing a Committee, the Board of Directors shall have all power and authority
to administer the Plan. In such event, the word “Committee” wherever used herein shall be deemed to mean the Board of Directors. 
 Article 3 -
Eligible Employees. 
 All employees of the Company or any of its participating subsidiaries whose customary employment is more than 20
hours per week and for more than five months in any calendar year and who have completed at least 7 days of employment shall be eligible to receive options under the Plan to purchase common stock, par value $0.0001 per share, of the Company (the
“Common Stock”), and all eligible employees shall have the same rights and privileges hereunder. Persons who are eligible employees on the first business day of the First Offering Period (as defined in Article 5) shall receive their
options as of such day. Persons who become eligible employees after any date on which options are granted under the Plan shall be granted options on the first day of the next succeeding Offering Period (as defined in Article 5) on which options are
granted to eligible employees under the Plan. Persons who remain eligible employees immediately following completion of any Offering Period in which they participate shall granted additional options on the first day of the next succeeding Offering
Period on which options are granted to eligible employees under the Plan; it being the intention that employees may participate in succeeding (but not overlapping) Offering Periods. In no event, however, may an employee be granted an option if such
employee, immediately after the option was granted, would be treated as owning stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any parent corporation or subsidiary
corporation, as the terms “parent corporation” and “subsidiary corporation” are defined in Section 424(e) and (f) of the Code. For purposes of determining stock ownership under this paragraph, the rules of
Section 424(d) of the Code shall apply, and stock which the employee may purchase under outstanding options shall be treated as stock owned by the employee. 
 Article 4 - Stock Subject to the Plan. 
 The stock subject to the options under the Plan shall be shares of the
Company’s authorized but unissued Common Stock or shares of Common Stock reacquired by the Company, including shares purchased in the open market. The aggregate number of shares which may be issued pursuant to the Plan is 187,500, subject to
adjustment as provided in Article 12, which number shall automatically 








 
increase on January 1 of each year, beginning with January 1, 2001, by such number of shares as is equal to the number of shares necessary to cause
the total number of shares then available to be issued pursuant to the Plan (after deducting shares issued upon exercise of options under the Plan and shares issuable pursuant to outstanding options under the plan as of the close of business on the
preceding December 31st) to be 187,500. If any option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, the unpurchased
shares subject thereto shall again be available under the Plan. 
 Article 5 - Offering Periods, Payment Periods and Stock Options. 
 Offering Periods during which payroll deductions will be accumulated under the Plan shall consist of twenty-four month overlapping periods commencing
every six months on June 1st and December 1st of each calendar year (each an “Offering Period”); provided, however, that the first Offering Period shall commence on the date on which the Common Stock is first publicly traded (the
“Initial Public Offering”) and shall end on the last trading day on or before May 31st 2002 (the “First Offering Period”). Each Offering Period, with the exception of the First Offering Period, shall consist of four
consecutive six-month Payment Periods (each a “Payment Period”); provided that the First Offering Period will consist of four Payment Periods, the first commencing on the Initial Public Offering and ending on December 31st 2000, the
second commencing on January 1st 2001 and ending on May 31st 2001, the third commencing on June 1st 2001 and ending on November 30th 2001 and the fourth commencing on December 1st 2001 and ending on May 31st 2002. The
Committee shall have the power to change the duration of Offering Periods and/or Payment Periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced at least five days
prior to the scheduled beginning of the first Offering Period to be affected thereafter. 
 On the first business day of each Offering
Period, the Company will grant to each eligible employee who is then a participant in the Plan an option to purchase on the last day of each Payment Period within such Offering Period, at the Option Price hereinafter provided for, a maximum of 500
shares, on condition that such employee remains eligible to participate in the Plan throughout the respective Payment Period. The participant shall be entitled to exercise the option so granted only to the extent of the participant’s
accumulated payroll deductions on the last day of the respective Payment Period. If the participant’s accumulated payroll deductions on the last day of the Payment Period would enable the participant to purchase more than 500 shares except for
the 500-share limitation, the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the 500 shares shall be promptly refunded to the participant by the Company, without interest. The Option Price per share
for each Payment Period shall be the lesser of (i) 85% of the average market price of the Common Stock on the first business day of the Offering Period and (ii) 85% of the average market price of the Common Stock on the last business day
of the respective Payment Period, in either event rounded up to avoid fractions of a cent (the “Option Price”). Provided, however, that with respect to each Payment Period within the First Offering Period, the Option Price shall be the
lesser of (i) 85% of the price per share at which the Common Stock is initially sold to the public in the Initial Public Offering (without regard to any applicable discounts or commissions provided to the underwriters) and (ii) 85% of the
average market price of the Common Stock on the last business day of the respective Payment Period, in either event rounded up to avoid fractions of a cent. The foregoing limitation on the number of shares subject to options and the Option Price
shall be subject to adjustment as provided in Article 12. 
 For purposes of the Plan, the term “average market price” on any date
means (i) the average (on that date) of the high and low prices of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or
(ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market, if the Common Stock is not then traded on a national securities exchange; or (iii) the average of the closing bid and asked prices last
quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market. For purposes of determining the last reported sale price or the last quoted price for the
foregoing provision, the last reported or quoted price shall mean as the case may be, at 4:00 p.m., New York time, on that day. 
 For
purposes of the Plan, the term “business day” means a day on which there is trading on the Nasdaq National Market or the aforementioned national securities exchange, whichever is applicable pursuant to the preceding paragraph; and if
neither is applicable, a day that is not a Saturday, Sunday or legal holiday in the Commonwealth of Massachusetts. 
 No employee shall be
granted an option which permits the employee’s right to purchase stock under the Plan, and under all other Section 423(b) employee stock purchase plans of the Company and any parent or subsidiary corporations, to accrue at a rate which
exceeds $25,000 of fair market value of such stock (determined on the date or dates that options on such stock were granted) for each calendar year in which such option is outstanding at any time. The purpose of the limitation in the preceding
sentence is to comply with Section 423(b)(8) of the Code. If the participant’s accumulated payroll deductions on the last day of the Payment Period would otherwise enable the participant to purchase Common Stock in excess of the
Section 423(b)(8) limitation described in this paragraph, the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the shares actually purchased shall be promptly refunded to the participant by the
Company, without interest. 







 Article 6 - Exercise of Option. 
 Each eligible employee who continues to be a participant in the Plan on the last day of a Payment Period shall be deemed to have exercised his or her option on such date and shall be deemed to have purchased from the
Company such number of full shares of Common Stock reserved for the purpose of the Plan as the participant’s accumulated payroll deductions on such date will pay for at the Option Price, subject to the 500-share limit of the option and the
Section 423(b)(8) limitation described in Article 5. If the individual is not a participant on the last day of a Payment Period, then he or she shall not be entitled to exercise his or her option. Only full shares of Common Stock may be purchased
under the Plan. Unused payroll deductions remaining in a participant’s account at the end of a Payment Period by reason of the inability to purchase a fractional share shall be carried forward to the next Payment Period. 
 Article 7 - Authorization for Entering the Plan. 
 An
employee may elect to enter the Plan by filling out, signing and delivering to the Company an authorization: 
 A. Stating the
percentage to be deducted regularly from the employee’s pay; 
 B. Authorizing the purchase of stock for the employee in
each Payment Period in accordance with the terms of the Plan; and 
 C. Specifying the exact name or names in which stock
purchased for the employee is to be issued as provided under Article 11 hereof. 
 Such authorization must be received by the Company at
least seven days before the first day of the next succeeding Offering Period and shall take effect only if the employee is an eligible employee on the first business day of such Offering Period; provided, however, that the Committee may, in its
discretion, choose to accept an authorization received less than seven days before the first day of the next succeeding Offering Period. 
 Unless a participant files a new authorization or withdraws from the Plan, the deductions and purchases under the authorization the participant has on file under the Plan will continue from one Offering Period to the next succeeding (but
not overlapping) Offering Period as long as the Plan remains in effect. Notwithstanding any of the foregoing, if the average market price of the Common Stock on the last business day of a respective Payment Period is lower than the average market
price of the Common Stock on the first business day of the Offering Period, every participant shall be automatically withdrawn from the Offering Period at the close of such Payment Period and after the acquisition of shares of Common Stock for such
Payment Period, and automatically enrolled in the immediately following Offering Period as of the first day thereof. 
 The Company will
accumulate and hold for each participant’s account the amounts deducted from his or her pay. No interest will be paid on these amounts. 
 Article 8
- Maximum Amount of Payroll Deductions. 
 An employee may authorize payroll deductions in an amount (expressed as a whole percentage) not
less than one percent (1%) but not more than ten percent (10%) (unless otherwise determined by the Committee) of the employee’s total compensation, including base pay or salary and any overtime, bonuses or commissions paid during the
Offering Period during which such authorization relates. 
 Article 9 - Change in Payroll Deductions. 
 Each participant may increase or decrease the amount of his or her payroll deduction not more than once during each Payment Period, subject to the
limitations set forth in Article 8, effective on the date of the Company’s written receipt of such election. However, a payroll deduction increase or decrease will be given effect only if in writing and received by the Company seven days before
the first day of the next succeeding Payment Period. A participant may withdraw in full from an Offering Period. 
 Article 10 - Withdrawal from the Plan.

 A participant may withdraw from the Plan (in whole but not in part) at any time prior to the last day of a Payment Period by delivering
a withdrawal notice to the Company, in which event the Company refund the entire balance of the employee’s deductions not previously used to purchase stock during such Offering Period. 







 To re-enter the Plan, an employee who has previously withdrawn must file a new authorization at least
seven days before the first day of the next Offering Period in which he or she wishes to participate. The employee’s re-entry into the Plan becomes effective at the beginning of such Offering Period, provided that he or she is an eligible
employee on the first business day of the Offering Period. 
 Article 11 - Issuance of Stock. 
 Certificates for stock issued to participants shall be delivered as soon as practicable after each Payment Period by the Company’s transfer agent.

 Stock purchased under the Plan shall be issued only in the name of the participant, or if the participant’s authorization so
specifies, in the name of the participant and another person of legal age as joint tenants with rights of survivorship. 
 Article 12 - Adjustments. 

 Upon the happening of any of the following described events, a participant’s rights under options granted under the Plan shall be
adjusted as hereinafter provided: 
 A. In the event that the shares of Common Stock shall be subdivided or combined into a
greater or smaller number of shares or if, upon a reorganization, split-up, liquidation, recapitalization or the like of the Company, the shares of Common Stock shall be exchanged for other securities of the Company, each participant shall be
entitled, subject to the conditions herein stated, to purchase such number of shares of Common Stock or amount of other securities of the Company as were exchangeable for the number of shares of Common Stock that such participant would have been
entitled to purchase except for such action, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or exchange; and 
 B. In the event the Company shall issue any of its shares as a stock dividend upon or with respect to the shares of stock of the class
which shall at the time be subject to options hereunder, each participant upon exercising such an option shall be entitled to receive (for the purchase price paid upon such exercise) the shares as to which the participant is exercising his or her
option and, in addition thereto (at no additional cost), such number of shares of the class or classes in which such stock dividend or dividends were declared or paid, and such amount of cash in lieu of fractional shares, as is equal to the number
of shares thereof and the amount of cash in lieu of fractional shares, respectively, which the participant would have received if the participant had been the holder of the shares as to which the participant is exercising his or her option at all
times between the date of the granting of such option and the date of its exercise. 
 Upon the happening of any of the foregoing events, the
class and aggregate number of shares set forth in Article 4 hereof which are subject to options which have been or may be granted under the Plan and the limitations set forth in the second paragraph of Article 5 shall also be appropriately adjusted
to reflect the events specified in paragraphs A and B above. Notwithstanding the foregoing, any adjustments made pursuant to paragraphs A or B shall be made only after the Committee, based on advice of counsel for the Company, determines whether
such adjustments would constitute a “modification” (as that term is defined in Section 424 of the Code). If the Committee determines that such adjustments would constitute a modification, it may refrain from making such adjustments.

 If the Company is to be consolidated with or acquired by another entity in a merger, a sale of all or substantially all of the
Company’s assets or otherwise (an “Acquisition”), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall, with respect to options then
outstanding under the Plan, either (i) make appropriate provision for the continuation of such options by arranging for the substitution on an equitable basis for the shares then subject to such options either (a) the consideration payable
with respect to the outstanding shares of the Common Stock in connection with the Acquisition, (b) shares of stock of the successor corporation, or a parent or subsidiary of such corporation, or (c) such other securities as the Successor
Board deems appropriate, the fair market value of which shall not materially exceed the fair market value of the shares of Common Stock subject to such options immediately preceding the Acquisition; or (ii) terminate each participant’s
options in exchange for a cash payment equal to the excess of (a) the fair market value on the date of the Acquisition, of the number of shares of Common Stock that the participant’s accumulated payroll deductions as of the date of the
Acquisition could purchase, at an option price determined with reference only to the first business day of the applicable Payment Period and subject to the 500-share limitation, Code Section 423(b)(8) and fractional-share limitations on the
amount of stock a participant would be entitled to purchase, over (b) the result of multiplying such number of shares by such option price. 
 The Committee or Successor Board shall determine the adjustments to be made under this Article 12, and its determination shall be conclusive. 







 Article 13 - No Transfer or Assignment of Employee’s Rights. 
 An option granted under the Plan may not be transferred or assigned and may be exercised only by the participant. 
 Article 14 - Termination of Employee’s Rights. 
 Whenever a participant ceases to be an eligible employee because of retirement, voluntary or involuntary termination, resignation, layoff, discharge, death or for any other reason, his or her rights under the Plan shall immediately
terminate, and the Company shall promptly refund, without interest, the entire balance of his or her payroll deduction account under the Plan. 
 Notwithstanding the foregoing, eligible employment shall be treated as continuing intact while a participant is on military leave, sick leave or other bona fide leave of absence, for up to 90 days, or, if longer than 90 days, for so long as
the participant’s right to re-employment is guaranteed either by statute or by contract. 
 Article 15 - Termination and Amendments to Plan. 

 The Plan may be terminated at any time by the Company’s Board of Directors but such termination shall not affect options then
outstanding under the Plan. It will terminate in any case when all or substantially all of the unissued shares of stock reserved for the purposes of the Plan have been purchased. No option shall be granted under the Plan after the completion of ten
years from the date on which the Plan was adopted by the Board of Directors, but options previously granted may extend beyond that date. If at any time shares of stock reserved for the purpose of the Plan remain available for purchase but not in
sufficient number to satisfy all then unfilled purchase requirements, the available shares shall be apportioned among participants in proportion to the amount of payroll deductions accumulated on behalf of each participant that would otherwise be
used to purchase stock, and the Plan shall terminate. Upon such termination or any other termination of the Plan, all payroll deductions not used to purchase stock will be refunded, without interest. 
 The Committee or the Board of Directors may from time to time adopt amendments to the Plan provided that, without the approval of the stockholders of the
Company, no amendment may (i) increase the number of shares that may be issued under the Plan; (ii) change the class of employees eligible to receive options under the Plan, if such action would be treated as the adoption of a new plan for
purposes of Section 423(b) of the Code; or (iii) cause Rule 16b-3 under the Securities Exchange Act of 1934 to become inapplicable to the Plan. 
 Article 16 - Limits on Sale of Stock Purchased under the Plan. 
 The Plan is intended to provide shares of Common Stock for
investment and not for resale. The Company does not, however, intend to restrict or influence any employee in the conduct of his or her own affairs. An employee may, therefore, sell stock purchased under the Plan at any time the employee chooses,
subject to compliance with any applicable federal or state securities laws and subject to any restrictions imposed under Article 21 to ensure that tax withholding obligations are satisfied. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN
THE PRICE OF THE STOCK. 
 Article 17 - Participating Subsidiaries. 
 The term “participating subsidiary” shall mean any present or future subsidiary of the Company, as that term is defined in Section 424(f) of the Code, which is designated from time to time by the Board
of Directors to participate in the Plan. The Board of Directors shall have the power to make such designation before or after the Plan is approved by the stockholders. 
 Article 18 - Optionees Not Stockholders. 
 Neither the granting of an option to an employee nor the
deductions from his or her pay shall constitute such employee as a stockholder of the shares covered by an option until such shares have been actually purchased by the employee. 
 Article 19 - Application of Funds. 
 The proceeds received by the Company from the sale of Common
Stock pursuant to options granted under the Plan will be used for general corporate purposes. 
 Article 20 - Notice to Company of Disqualifying
Disposition. 
 By electing to participate in the Plan, each participant agrees to notify the Company in writing immediately after the
participant transfers Common Stock acquired under the Plan, if such transfer occurs within two years after the first business day of the Offering Period in which such Common Stock was purchased or within one year of the date on which such shares
were purchased. Each 








 
participant further agrees to provide any information about such a transfer as may be requested by the Company or any subsidiary corporation in order to
assist it in complying with the tax laws. Such dispositions generally are treated as “disqualifying dispositions” under Sections 421 and 424 of the Code, which have certain tax consequences to participants and to the Company and its
participating subsidiaries. 
 Article 21 - Withholding of Additional Income Taxes. 
 By electing to participate in the Plan, each participant acknowledges that the Company and its participating subsidiaries are required to withhold taxes
with respect to the amounts deducted from the participant’s compensation and accumulated for the benefit of the participant under the Plan, and each participant agrees that the Company and its participating subsidiaries may deduct additional
amounts from the participant’s compensation, when amounts are added to the participant’s account, used to purchase Common Stock or refunded, in order to satisfy such withholding obligations. Each participant further acknowledges that when
Common Stock is purchased under the Plan the Company and its participating subsidiaries may be required to withhold taxes with respect to all or a portion of the difference between the fair market value of the Common Stock purchased and its purchase
price, and each participant agrees that such taxes may be withheld from compensation otherwise payable to such participant. It is intended that tax withholding will be accomplished in such a manner that the full amount of payroll deductions elected
by the participant under Article 7 will be used to purchase Common Stock. However, if amounts sufficient to satisfy applicable tax withholding obligations have not been withheld from compensation otherwise payable to any participant, then,
notwithstanding any other provision of the Plan, the Company may withhold such taxes from the participant’s accumulated payroll deductions and apply the net amount to the purchase of Common Stock, unless the participant pays to the Company,
prior to the exercise date, an amount sufficient to satisfy such withholding obligations. Each participant further acknowledges that the Company and its participating subsidiaries may be required to withhold taxes in connection with the disposition
of stock acquired under the Plan and agrees that the Company or any participating subsidiary may take whatever action it considers appropriate to satisfy such withholding requirements, including deducting from compensation otherwise payable to such
participant an amount sufficient to satisfy such withholding requirements or conditioning any disposition of Common Stock by the participant upon the payment to the Company or such subsidiary of an amount sufficient to satisfy such withholding
requirements. 
 Article 22 - Governmental Regulations. 
 The Company’s obligation to sell and deliver shares of Common Stock under the Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such
shares. 
 Government regulations may impose reporting or other obligations on the Company with respect to the Plan. For example, the Company
may be required to identify shares of Common Stock issued under the Plan on its stock ownership records and send tax information statements to employees and former employees who transfer title to such shares. 
 Article 23 - Governing Law. 
 The validity and
construction of the Plan shall be governed by the laws of Delaware, without giving effect to the principles of conflicts of law thereof. 
 Article 24 -
Approval of Board of Directors and Stockholders of the Company. 
 The Plan was adopted by the Board of Directors in May, 2000 and was
approved by the stockholders of the Company in July, 2000.