EXHIBIT 10.2


 


OCCAM NETWORKS, INC.


 


FORM


OF


AMENDMENT TO THE CHANGE OF CONTROL SEVERANCE
AGREEMENT


 


This
Amendment to the Change of Control Severance Agreement (the “Amendment”) is
entered into as of September         ,
2010, by and between Occam Networks, Inc. (the “Company”) and [Name of
Executive] (the “Executive”).


 


RECITALS


 


WHEREAS,  the Company and Executive entered into
that certain Change of Control Severance Agreement, as amended and restated in
December, 2008 (the “Agreement”).


 


WHEREAS,  the Company and Executive desire to
amend the Agreement to reflect certain changes to Executive’s severance
benefits.


 


NOW,
THEREFORE, the Company and
Executive agree that in consideration of the foregoing and the promises and
covenants contained herein, the parties agree as follows:


 


AGREEMENT


 


1.                                       Section 4(a)(i) of the Agreement is hereby amended to read in
its entirety as follows:


 


“(i)                               Severance
Payment.  Executive will receive a lump sum cash payment equal to twelve
(12) months of the Executive’s annual base salary (as in effect
immediately prior to (A) the Change of Control or (B) Executive’s
termination, whichever is greater).”


 


2.                                       Section 4(a)(iii) of the Agreement is hereby amended to read
in its entirety as follows:


 


“(iii)                         Benefits.  The
Company agrees to reimburse Executive for premiums paid for the same level of
group health coverage as in effect for Executive on the day immediately
preceding the date of termination; provided, however, that (1) Executive
constitutes a qualified beneficiary, as defined in Section 4980(B)(g)(1) of
the Internal Revenue Code of 1986, as amended (the “Code”); and
(2) Executive elects continuation coverage pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the
time period prescribed pursuant to COBRA.  The Company will continue to
reimburse Executive for continuation coverage through the earlier of
(A) the date that is twelve (12) months following his 


 

















 


or
her termination, or (B) the date upon which Executive and Executive’s eligible
dependents become covered under similar plans.  Executive will thereafter
be responsible for the payment of COBRA premiums (including, without
limitation, all administrative expenses) for the remaining COBRA period. 
COBRA reimbursements shall be made by the Company to Executive consistent with
the Company’s normal expense reimbursement policy, provided that Executive
submits documentation to the Company substantiating his or her payments for
COBRA coverage.”


 


3.                                       Section 7(c) of the Agreement is hereby amended to read in
its entirety as follows:


 


“Continuance
Period.  “Continuance Period” will
mean the period of time beginning on the date of the termination of Executive’s
employment and ending on the date that is twelve (12) months following the date
of the termination of Executive’s employment.”


 


4.                                       Full Force and Effect.  To the extent not expressly amended hereby,
the Agreement shall remain in full force and effect.


 


5.                                       Entire Agreement.  This Amendment and the Agreement constitute
the full and entire understanding and agreement between the parties with regard
to the subjects hereof and thereof.


 


6.                                       Successors and Assigns.  This Amendment and the rights and obligations
of the parties hereunder shall inure to the benefit of, and be binding upon,
their respective successors, assigns, and legal representatives.


 


7.                                       Counterparts.  This Amendment may be executed in
counterparts, all of which together shall constitute one instrument, and each
of which may be executed by less than all of the parties to this Amendment.


 


8.                                       Governing Law.  This Amendment shall be governed in all
respects by the internal laws of California, without regard to principles of
conflicts of law.


 


9.                                       Amendment.  Any provision of this Amendment may be
amended, waived or terminated by a written instrument signed by the Company and
Executive.


 

















 


IN
WITNESS WHEREOF, the undersigned
parties have caused this Amendment to be executed as of the date first set
forth above.


 


 


	
  [NAME OF EXECUTIVE]

  	
   

  	
  OCCAM NETWORKS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  [Name of Executive]

  	
   

  	
  Jeanne Seeley

  
	
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  Name

  	
   

  	
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  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
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  Title