EX-4.2



 Exhibit 4.2 
 FIRST AMENDMENT TO THE 
 BIGBAND NETWORKS, INC. 

2007 EQUITY INCENTIVE PLAN 
 WHEREAS, BigBand Networks, Inc. (the “Company”) maintains the 2007 Equity Incentive Plan (the “Plan”); and 
 WHEREAS, the Plan permits the grant to selected participants of equity-based awards in the Company’s outstanding Common Stock (the “Company Common Stock”); and 

WHEREAS, the Company has entered into an Agreement and Plan of Merger by and among ARRIS Group, Inc. (“ARRIS”), Amsterdam
Acquisition Sub, Inc., a wholly-owned subsidiary of ARRIS, and the Company dated October 10, 2011 (the “Merger Agreement”), pursuant to which the merger described therein (the “Merger”) will be effective at the Effective
Time (as defined in the Merger Agreement); and 
 WHEREAS, pursuant to the Merger Agreement, ARRIS will (i) assume all
outstanding Company RSUs (as defined in the Merger Agreement) and convert them into the right to acquire that number of shares of the Common Stock of ARRIS (“ARRIS Common Stock”) equal to the number of shares of Company Common Stock
subject to the Company RSUs multiplied by the Conversion Ratio (as defined in the Merger Agreement) and (ii) cancel all outstanding Company Options (as defined in the Merger Agreement) in return for payment of the Option Consideration (as
defined in the Merger Agreement); and 
 WHEREAS, pursuant to the Merger Agreement, ARRIS desires to grant stock awards, to the
extent permissible by applicable laws and Nasdaq Stock Market Listing Rule 5635(c) and the associated Interpretive Materials, under the terms of the Plan with respect to the reserved but unissued shares of Company Common Stock available under the
Plan, except that such awards will be with respect to shares of ARRIS Common Stock; and 
 WHEREAS, the Company now desires to
amend the Plan pursuant to Section 18(a) thereof to enable the forgoing actions. 
 NOW, THEREFORE, the Plan is
hereby amended, effective as of the Effective Time, as follows: 
  

	1.	The terms defined in this amendment are hereby incorporated by reference into the Plan. 


 

	2.	References to the shares of the common stock of the Company will be deemed after the Effective Time to refer to shares of the common stock of ARRIS.


  

	3.	 The number of shares of ARRIS Common Stock available to be issued under the Plan after the Effective Time will be equal to the number of shares of
Company Common Stock otherwise available pursuant to the Plan’s terms multiplied by the Conversion Ratio; provided that any fractional share resulting from the forgoing multiplication should be rounded down to the nearest whole share. All
limits or other provisions in the Plan 










	 	
determined by reference to a number of shares of Company Common Stock shall now refer to that number of shares ARRIS Common Stock that equals the product of the relevant number of shares of
Company Common Stock multiplied by the Conversion Ratio, with any fractional shares rounded down to the nearest whole share. 

  

	4.	Notwithstanding any other provision of the Plan, on and after the Effective Time, no persons employed by ARRIS or any of its subsidiaries at the time of the Effective
Time shall be eligible to receive the grant of a stock award under the Plan. 

  

	5.	The terms of the Plan shall be read, on and after the Effective Time, to be consistent with the intent of the forgoing provisions to the maximum extent possible. This
amendment is intended to avail the ARRIS with respect to the Plan of the exemption from shareholder approval under Section 5635(c) of the NASDAQ Stock Market Listing Rules, and this amendment and the Plan shall be construed, on and after the
Effective Time, consistent with that intent. 

  

	6.	Except as set forth above, the remaining terms of the Plan shall be as before the date of this amendment. 


 

	7.	All outstanding stock awards under the Plan at the Effective Time shall be treated consistent with the terms of the Merger Agreement. 


 

	8.	Nothing herein shall extend the time during which shares available for grant under the Plan may be made beyond the period they otherwise would have been available
absent the Merger. 

 IN WITNESS WHEREOF, ARRIS has caused this amendment to be executed by its duly authorized
officer on this 21st day of November, 2011. 
  

			
	ARRIS Group, Inc.
		
	By:	 	 /s/ Lawrence A. Margolis

		 	Name: Lawrence A. Margolis
		 	Title: EVP and Chief Counsel