exv10w1






Exhibit 10.1




Amendment No. 1 to 




Agreement and Plan of Merger and Reorganization




     This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”) is
made as of December 14, 2009, by and among Cavium Networks, Inc., a Delaware corporation
(“Cavium”), MV Acquisition Corporation (“Merger Sub”), Mantra, LLC (“Merger LLC”), MontaVista
Software, Inc., a Delaware corporation (“MontaVista”) and Thomas Kelly, as stockholders’ agent.
Capitalized terms not defined herein shall have the same meaning as defined in the Agreement and
Plan of Merger and Reorganization, among the parties hereto, dated as of November 6, 2009 (the
“Merger Agreement”).



RECITALS




     WHEREAS, the parties desire to amend certain provisions of the Merger Agreement as set forth
herein.



     NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:



     1. Amendment and Restatement of Section 1.5(b)(xix). Section 1.5(b)(xix) of the
Merger Agreement is hereby amended and restated as follows:



““Parent Average Stock Price” shall mean $20.74.”



     2. Amendment and Restatement of Section 5.10. Section 5.10 of the Merger Agreement
is hereby amended and restated as follows:




          “S-3 Registration Statement. Parent shall prepare and file with the SEC a
registration statement on Form S-3 relating to the shares of Parent Common Stock
issuable with respect to the Merger and the Retention Shares pursuant to the terms
and conditions of the Registration Rights Agreement. Parent shall (i) file the Form
S-3 as soon as practicable following the Closing, but no later than 3 Business Days
following receipt of consents from all accounting firms required under the rules and
regulations applicable to the filing of the Form S-3 with the SEC (the “Consents”)
and (ii) use its commercially reasonable best efforts to cause such accounting firms
to review the Form S-3 promptly and deliver their respective Consents to the filing
of the Form S-3 as soon as practicable following the Closing.”



     3. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



 









 





     4. Governing Law. This Amendment shall be construed in accordance with, and governed
in all respects by, the internal laws of the State of Delaware (without giving effect to principles
of conflicts of laws).



[Signature Page Follows]




 









 





     IN WITNESS WHEREOF, the undersigned hereby execute this Amendment as of the date first
above written.



	 	 	 	 	 
	 	MONTAVISTA SOFTWARE, INC.

 	 
	 	By:  	/s/ Russell Harris
 	 
	 	 	Russell Harris  	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	CAVIUM NETWORKS, INC.

 	 
	 	By:  	/s/ Arthur Chadwick
 	 
	 	 	Arthur Chadwick  	 
	 	 	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	MV Acquisition Corporation,

   a Delaware corporation

 	 
	 	/s/ Arthur Chadwick
 	 
	 	Name:  	Arthur Chadwick  	 
	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	Mantra, LLC,

   a Delaware limited liability company

 	 
	 	/s/ Arthur Chadwick
 	 
	 	Name:  	Arthur Chadwick  	 
	 	Title:  	Chief Financial Officer 	 
	 
	 	 	 
	 	      /s/ Thomas Kelly
 	 
	 	Thomas Kelly, as Stockholders’ Agent