exv4w1






Exhibit 4.1




HARMONIC INC.

2002 EMPLOYEE STOCK PURCHASE PLAN




(As Amended and Restated Effective as of May 21, 2009)



The following constitute the provisions of the 2002 Employee Stock Purchase Plan (the “Plan”) of
Harmonic Inc.





	1)	 	Purpose. The purpose of the Plan is to provide employees of the Company and its Designated
Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated
payroll deductions. It is the intention of the Company to have the Plan qualify as an
“Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a uniform and
nondiscriminatory basis consistent with the requirements of Section 423.
	 
	2)	 	Definitions.






	 	a)	 	“Administrator” shall mean the Board or any Committee designated by the Board to
administer the Plan pursuant to Section 14.
	 
	 	b)	 	“Board” shall mean the Board of Directors of the Company.
	 
	 	c)	 	“Change-of-Control” shall mean the occurrence of any of the following events:






	 	i)	 	any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the total voting power represented by the Company’s
then outstanding voting securities; or
	 
	 	ii)	 	the consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets; or
	 
	 	iii)	 	the consummation of a merger or consolidation of the Company, with any
other corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or its parent) at least fifty percent (50%) of
the total voting power represented by the voting securities of the Company, or such
surviving entity or its parent outstanding immediately after such merger or
consolidation;
	 
	 	iv)	 	a change in the composition of the Board, as a result of which fewer than
a majority of the Directors are Incumbent Directors. “Incumbent Directors” shall
mean Directors who either (A) are Directors of the Company, as applicable, as of the
date hereof, or (B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of those Directors whose election or
nomination was not in connection with any transaction described in subsections (i),
(ii) or (iii) or in connection with an actual or threatened proxy contest relating
to the election of Directors of the Company.






	 	d)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended.
	 
	 	e)	 	“Committee” means a committee of the Board appointed by the Board in accordance
with Section 14 hereof.
	 
	 	f)	 	“Common Stock” shall mean the common stock of the Company.
	 
	 	g)	 	“Company” shall mean Harmonic Inc., a Delaware corporation and any Designated
Subsidiary of the Company.




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	 	h)	 	“Compensation” shall mean all base straight time gross earnings, including
commissions and payments for overtime and shift premiums, but exclusive of payments for
incentive compensation, incentive payments, bonuses and other compensation.
	 
	 	i)	 	“Designated Subsidiary” shall mean any Subsidiary selected by the Administrator as
eligible to participate in the Plan.
	 
	 	j)	 	“Director” shall mean a member of the Board.
	 
	 	k)	 	“Eligible Employee” shall mean any individual who is a common law employee of the
Company or any Designated Subsidiary and whose customary employment with the Company or
Designated Subsidiary is at least twenty (20) hours per week and more than five (5)
months in any calendar year. For purposes of the Plan, the employment relationship shall
be treated as continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days and the
individual’s right to reemployment is not guaranteed either by statute or by contract,
the employment relationship shall be deemed to have terminated on the 91st day of such
leave.
	 
	 	l)	 	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
	 
	 	m)	 	“Exercise Date” shall mean the first Trading Day on or after July 1 and January 1
of each year.
	 
	 	n)	 	“Fair Market Value” shall mean, as of any date, the value of Common Stock
determined as follows:






	 	(i)	 	if the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market or
The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the date of determination, as
reported in The Wall Street Journal or such other source as the Board deems
reliable;
	 
	 	(ii)	 	if the Common Stock is regularly quoted by a recognized securities dealer
but selling prices are not reported, its Fair Market Value shall be the mean of the
closing bid and asked prices for the Common Stock on the date of determination, as
reported in The Wall Street Journal or such other source as the Board deems
reliable;
	 
	 	(iii)	 	in the absence of an established market for the Common Stock, the Fair
Market Value thereof shall be determined in good faith by the Board.






	 	o)	 	“Offering Date” shall mean the first Trading Day of each Offering Period.
	 
	 	p)	 	“Offering Periods” shall mean the periods of approximately 24 (twenty-four) months
during which an option granted pursuant to the Plan may be exercised, commencing on the
first Trading Day on or after July 1 and January 1 of each year and terminating on the
first Trading Day on or after the January 1 and July 1 Offering Period commencement date
approximately 24 (twenty-four) months later; provided, however, for periods commencing
January 1, 2007, “Offering Periods” shall mean the periods of approximately 6 (six)
months during which an option granted pursuant to the Plan may be exercised, commencing
on the first Trading Day on or after January 1 of each year and terminating on the last
Trading Day on or after the January 1 and July 1 Offering Period commencement date
approximately 6 (six) months later. The duration and timing of Offering Periods may be
changed pursuant to Section 4 of this Plan.
	 
	 	q)	 	“Plan” shall mean this 2002 Employee Stock Purchase Plan.
	 
	 	r)	 	“Purchase Period” shall mean the approximately six (6) month period commencing on
one Exercise Date and ending with the next Exercise Date, except that the first Purchase
Period of any Offering Period shall commence on the Offering Date and end with the next
Exercise Date.
	 
	 	s)	 	“Purchase Price” shall mean 85% (eighty-five percent) of the Fair Market Value of a
share of Common Stock on the Offering Date or on the Exercise Date, whichever is lower;
provided however, that the Purchase Price may be adjusted by the Administrator pursuant
to Section 20.




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	 	t)	 	“Subsidiary” shall mean a “subsidiary corporation,” whether now or hereafter
existing, as defined in Section 424(f) of the Code.
	 
	 	u)	 	“Trading Day” shall mean a day on which national stock exchanges and the Nasdaq
System are open for trading.






	3)	 	Eligibility.






	 	(a)	 	Offering Periods. Any Eligible Employee on a given Offering Date shall be eligible
to participate in the Plan.
	 
	 	(b)	 	Limitations. Any provisions of the Plan to the contrary notwithstanding, no
Eligible Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Eligible Employee (or any other person whose stock
would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to purchase such
stock possessing 5% (five percent) or more of the total combined voting power or value 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 all employee stock purchase plans
of the Company and its subsidiaries accrues at a rate which exceeds $25,000 (twenty-five
thousand dollars) worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.






	4)	 	Offering Periods. The Plan shall be implemented by consecutive Offering Periods with a new
Offering Period commencing on the first Trading Day on or after July 1 and January 1 each
year, or on such other date as the Board shall determine, and continuing thereafter until
terminated in accordance with Section 20 hereof. The Board shall have the power to change the
duration of Offering Periods (including the commencement dates thereof) with respect to future
offerings without stockholder approval if such change is announced prior to the scheduled
beginning of the first Offering Period to be affected thereafter.
	 
	5)	 	Participation.






	 	(a)	 	Offering Periods. An Eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form of
Appendix 1.1 to this Plan and filing it with the Company’s payroll office at least 5
(five) days prior to the applicable Offering Date or as otherwise determined by the
Administrator.
	 
	 	(b)	 	Payroll Deductions. Payroll deductions for a participant shall commence on the
first payroll following the first day of the applicable Offering Period and shall end on
the last payroll in the Offering Period to which such authorization is applicable, unless
sooner terminated by the participant as provided in Section 10 hereof.






	6)	 	Payroll Deductions.






	 	(a)	 	At the time a participant files his or her subscription agreement, he or she shall
elect to have payroll deductions made on each pay day during the Offering Period in an
amount not exceeding 10% (ten percent) of the Compensation which he or she receives on
each pay day during the Offering Period; provided, however, that should a pay day occur
on an Exercise Date, a participant shall have the payroll deductions made on such day
applied to his or her account under the new Offering Period or Purchase Period, as the
case may be. A participant’s subscription agreement shall remain in effect for successive
Offering Periods unless terminated as provided in Section 10 hereof.
	 
	 	(b)	 	Payroll deductions for a participant shall commence on the first payday following
the Offering Date and shall end on the last payday in the Offering Period to which such
authorization is applicable, unless sooner terminated by the participant as provided in
Section 10 hereof, for any Offering Period as determined.
	 
	 	(c)	 	All payroll deductions made for a participant shall be credited to his or her
account under the Plan and shall be withheld in whole percentages only. A participant may
not make any additional payments into such account.
	 
	 	(d)	 	A participant may discontinue his or her participation in the Plan as provided in
Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions
during the Offering Period by completing or filing with the Company a new subscription
agreement authorizing a change in payroll deduction rate. The Administrator may, in its
discretion, limit the nature and/or number of participation rate changes during any
Offering Period. The change in rate shall be




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	 	 	 	effective with the first full payroll period following 5 (five) business days after the
Company’s receipt of the new subscription agreement unless the Company elects to process
a given change in participation more quickly.
	 
	 	(e)	 	Notwithstanding the foregoing, to the extent necessary to comply with Section
423(b)(8) of the Code and Section 3(b) hereof, a participant’s payroll deductions may be
decreased to zero percent (0%) at any time during a Purchase Period. Payroll deductions
shall recommence at the rate provided in such participant’s subscription agreement at the
beginning of the first Purchase Period which is scheduled to end in the following
calendar year, unless terminated by the participant as provided in Section 10 hereof.
	 
	 	(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 Stock issued under the Plan is disposed of, the participant
must make adequate provision for the Company’s federal, state, or other tax withholding
obligations, if any, which arise upon the exercise of the option or the disposition of
the Common Stock. At any time, the Company may, but shall not be obligated to, withhold
from the participant’s compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make available
to the Company any tax deductions or benefits attributable to sale or early disposition
of Common Stock by the Eligible Employee.






	7)	 	Grant of Option. On the Offering Date of each Offering Period, each Eligible Employee
participating in such Offering Period shall be granted an option to purchase on each Exercise
Date during such Offering Period (at the applicable Purchase Price) up to a number of shares
of the Company’s Common Stock determined by dividing such Eligible Employee’s payroll
deductions accumulated prior to such Exercise Date and retained in the Participant’s account
as of the Exercise Date by the applicable Purchase Price; provided that in no event shall an
Eligible Employee be permitted to purchase during each Purchase Period more than 3,000 shares
of the Company’s Common Stock (subject to any adjustment pursuant to Section 19), and provided
further that such purchase shall be subject to the limitations set forth in Sections 3(b), 7
and 12 hereof. The Eligible Employee may accept the grant of such option by turning in a
completed Subscription Agreement (attached hereto as Appendix 1.1) to the Company at least 5
(five) days prior to an Offering Date or as otherwise determined by the Administrator. The
Administrator may, for future Offering Periods, increase or decrease, in its absolute
discretion, the maximum number of shares of the Company’s Common Stock an Eligible Employee
may purchase during each Purchase Period of such Offering Period. Exercise of the option shall
occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to
Section 10 hereof. The option shall expire on the last day of the Offering Period.
	 
	8)	 	Exercise of Option.






	 	(a)	 	Unless a participant withdraws from the Plan as provided in Section 10 hereof, his
or her option for the purchase of shares shall be exercised automatically on the Exercise
Date, and the maximum number of full shares subject to option shall be purchased for such
participant at the applicable Purchase Price with the accumulated payroll deductions in
his or her account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant’s account which are not sufficient to purchase a full share
shall be retained in the participant’s account for the subsequent Purchase Period or
Offering Period, subject to earlier withdrawal by the participant as provided in Section
10 hereof. Any other funds left over in a participant’s account after the Exercise Date
shall be returned to the participant. During a participant’s lifetime, a participant’s
option to purchase shares hereunder is exercisable only by him or her.
	 
	 	(b)	 	If the Administrator determines that, on a given Exercise Date, the number of
shares with respect to which options are to be exercised may exceed (i) the number of
shares of Common Stock that were available for sale under the Plan on the Offering Date
of the applicable Offering Period, or (ii) the number of shares available for sale under
the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide
that the Company shall make a pro rata allocation of the shares of Common Stock available
for purchase on such Offering Date or Exercise Date, as applicable, in as uniform a
manner as shall be practicable and as it shall determine in its sole discretion to be
equitable among all participants exercising options to purchase Common Stock on such
Exercise Date, and continue all Offering Periods then in effect, or (y) provide that the
Company shall make a pro rata allocation of the shares available for purchase on such
Offering Date or Exercise Date, as applicable, in as uniform a manner as shall be
practicable and as it shall determine in its sole discretion to be equitable among all
participants exercising options to purchase Common Stock on such Exercise Date, and
terminate any or all Offering Periods then in effect pursuant to Section 20 hereof. The
Company may make pro rata allocation of the shares available on the Offering Date of any
applicable Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by the Company’s
stockholders subsequent to such Offering Date.




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	9)	 	Delivery. As soon as reasonably practicable after each Exercise Date on which a purchase of
shares occurs, the Company shall arrange the delivery to each participant the shares purchased
upon exercise of his or her option in a form determined by the Administrator.
	 
	10)	 	Withdrawal.






	 	(a)	 	A participant may withdraw all but not less than all the payroll deductions
credited to his or her account and not yet used to exercise his or her option under the
Plan at any time by giving written notice to the Company in the form of Appendix 1.2 to
this Plan. All of the participant’s payroll deductions credited to his or her account
shall be paid to such participant as promptly as practicable after receipt of notice of
withdrawal and such participant’s option for the Offering Period shall be automatically
terminated, and no further payroll deductions for the purchase of shares shall be made
for such Offering Period. If a participant withdraws from an Offering Period, payroll
deductions shall not resume at the beginning of the succeeding Offering Period unless the
participant delivers to the Company a new subscription agreement.
	 
	 	(b)	 	A participant’s withdrawal from an Offering Period shall not have any effect upon
his or her eligibility to participate in any similar plan that may hereafter be adopted
by the Company or in succeeding Offering Periods which commence after the termination of
the Offering Period from which the participant withdraws.






	11)	 	Termination of Employment. In the event a participant ceases to be an Eligible Employee of
the Company or any Designated Subsidiary, as applicable, he or she will be deemed to have
elected to withdraw from the Plan and the payroll deductions credited to such participant’s
account during the Offering Period but not yet used to exercise the option will be returned to
such participant or, in the case of his or her death, to the person or persons entitled
thereto under Section 15 hereof, and such participant’s option will be automatically
terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu
of notice of termination of employment shall be treated as continuing to be an Employee for
the participant’s customary number of hours per week of employment during the period in which
the participant is subject to such payment in lieu of notice.
	 
	12)	 	Interest. No interest shall accrue on the payroll deductions of a participant in the Plan.
	 
	13)	 	Stock.






	 	(a)	 	Subject to adjustment upon changes in capitalization of the Company as provided in
Section 19 hereof, the maximum number of shares of the Company’s Common Stock which shall
be made available for sale under the Plan shall be 3,500,000 shares; provided, however,
that 2,000,000 shares, which were approved for issuance under the Plan by the
stockholders of the Company on May 27, 2004, shall only be used for Offering Periods
commencing on or after July 1, 2004; that 2,000,000 shares, which
were approved for issuance under the Plan by the stockholders of the Company on the date
of the 2006 annual stockholders’ meeting, shall only be used for Offering Periods
commencing on or after January 1, 2007; and that 2,000,000 shares, which were approved
for issuance under the Plan by the stockholders of the Company on the date of the 2009 annual
stockholders’ meeting, shall only be used for Offering Periods commencing on
or after July 1, 2009.
	 
	 	(b)	 	Until the shares are issued (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company), a participant shall
only have the rights of an unsecured creditor with respect to such shares, and no right
to vote or receive dividends or any other rights as a stockholder shall exist with
respect to such shares.
	 
	 	(c)	 	Shares to be delivered to a participant under the Plan shall be registered in the
name of the participant or in the name of the participant and his or her spouse.






	14)	 	Administration. The Administrator shall administer the Plan and shall have full and exclusive
discretionary authority to construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan. Every finding,
decision and determination made by the Administrator shall, to the full extent permitted by
law, be final and binding upon all parties.
	 
	15)	 	Designation of Beneficiary.




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	 	(a)	 	A participant may file a written designation of a beneficiary who is to receive any
shares and cash, if any, from the participant’s account under the Plan in the event of
such participant’s death subsequent to an Exercise Date on which the option is exercised
but prior to delivery to such participant of such shares and cash. In addition, a
participant may file a written designation of a beneficiary who is to receive any cash
from the participant’s account under the Plan in the event of such participant’s death
prior to exercise of the option. If a participant is married and the designated
beneficiary is not the spouse, spousal consent shall be required for such designation to
be effective.
	 
	 	(b)	 	Such designation of beneficiary may be changed by the participant at any time by
written notice. In the event of the death of a participant and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such
participant’s death, the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the participant, or if no such executor or administrator
has been appointed (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 more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.
	 
	 	(c)	 	All beneficiary designations shall be in such form and manner as the Administrator
may designate from time to time.






	16)	 	Transferability. Neither payroll deductions credited to a participant’s account nor any
rights with regard to the exercise of an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the
laws of descent and distribution 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 Company may treat such act as an election to withdraw funds from an Offering
Period in accordance with Section 10 hereof.
	 
	17)	 	Use of Funds. All payroll deductions received or held by the Company under the Plan may be
used by the Company for any corporate purpose, and the Company shall not be obligated to
segregate such payroll deductions. Until shares are issued, participants shall only have the
rights of an unsecured creditor.
	 
	18)	 	Reports. Individual accounts shall be maintained for each participant in the Plan. Statements
of account shall be given to participating Eligible Employees at least annually, which
statements shall set forth the amounts of payroll deductions, the Purchase Price, the number
of shares purchased and the remaining cash balance, if any.
	 
	19)	 	Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or
Change-in-Control.






	 	(a)	 	Changes in Capitalization. Subject to any required action by the stockholders of
the Company, the maximum number of shares of the Company’s Common Stock which shall be
made available for sale under the Plan, the maximum number of shares each participant may
purchase each Purchase Period (pursuant to Sections 3(b), and 7), as well as the price
per share and the number of shares of Common Stock covered by each option under the Plan
which has not yet been exercised shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the Common Stock,
or any other change in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been “effected without receipt of
consideration.” Such adjustment shall be made by the Administrator, whose determination
in that respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common Stock
subject to an option.
	 
	 	(b)	 	Dissolution or Liquidation. In the event of the proposed dissolution or liquidation
of the Company, the Offering Period then in progress shall be shortened by setting a New
Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless provided otherwise by
the Administrator. The New Exercise Date shall be before the date of the Company’s
proposed dissolution or liquidation. The Administrator shall notify each participant in
writing, at least 10 (ten) business days prior to the New Exercise Date, that the
Exercise Date for the participant’s option has been changed to the New Exercise Date and
that the participant’s option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period as
provided in Section 10 hereof.




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	 	(c)	 	Merger or Change-of-Control. In the event of a merger or Change-of-Control, each
outstanding option shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option, any Purchase
Periods then in progress shall be shortened by setting a New Exercise Date and any
Offering Periods then in progress shall end on the New Exercise Date. The New Exercise
Date shall be before the date of the Company’s proposed merger or Change-of-Control. The
Administrator shall notify each participant in writing, at least 10 (ten) business days
prior to the New Exercise Date, that the Exercise Date for the participant’s option has
been changed to the New Exercise Date and that the participant’s option shall be
exercised automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10 hereof.






	20)	 	Amendment or Termination.






	 	(a)	 	The Administrator may at any time and for any reason terminate or amend the Plan.
Except as otherwise provided in the Plan, no such termination can affect options
previously granted, provided that an Offering Period may be terminated by the
Administrator on any Exercise Date if the Administrator determines that the termination
of the Offering Period or the Plan is in the best interests of the Company and its
stockholders. Except as provided in Section 19 and this Section 20 hereof, no amendment
may make any change in any option theretofore granted which adversely affects the rights
of any participant. To the extent necessary to comply with Section 423 of the Code (or
any successor rule or provision or any other applicable law, regulation or stock exchange
rule), the Company shall obtain stockholder approval in such a manner and to such a
degree as required.
	 
	 	(b)	 	Without stockholder consent and without regard to whether any participant rights
may be considered to have been “adversely affected,” the Administrator shall be entitled
to change the Offering Periods, limit the frequency and/or number of changes in the
amount withheld during an Offering Period, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, permit payroll withholding in
excess of the amount designated by a participant in order to adjust for delays or
mistakes in the Company’s processing of properly completed withholding elections,
establish reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant’s
Compensation, and establish such other limitations or procedures as the Administrator
determines in its sole discretion advisable which are consistent with the Plan.
	 
	 	(c)	 	In the event the Administrator determines that the ongoing operation of the Plan
may result in unfavorable financial accounting consequences, the Board may, in its
discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce
or eliminate such accounting consequence including, but not limited to:






	 	(i)	 	increasing the Purchase Price for any Offering Period including an
Offering Period underway at the time of the change in Purchase Price;
	 
	 	(ii)	 	shortening any Offering Period so that Offering Period ends on a new
Exercise Date, including an Offering Period underway at the time of the Board
action; and
	 
	 	(iii)	 	allocating shares.






	 	 	Such modifications or amendments shall not require stockholder approval or the consent of any
Plan participants.
	 
	21)	 	Notices. All notices or other communications by a participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received in the form and
manner specified by the Company at the location, or by the person, designated by the Company
for the receipt thereof.
	 
	22)	 	Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option
unless the exercise of such option and the issuance and delivery of such shares 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 promulgated thereunder, and the requirements of any stock exchange upon which the
shares may then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.




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	 	 	As a condition to the exercise of an option, the Company may require the person exercising
such option to represent and warrant at the time of any such exercise that the shares are
being purchased only for investment and without any present intention to sell or distribute
such shares if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned applicable provisions of law.
	 
	23)	 	Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by
the Board of Directors or its approval by the stockholders of the Company. It shall continue
in effect until terminated under Section 20 hereof.
	 
	24)	 	Automatic Transfer to Low Price Offering Period. With respect to Offering Periods commencing
prior to January 1, 2007, and to the extent permitted by any applicable laws, regulations, or
stock exchange rules, if the Fair Market Value of the Common Stock on any Exercise Date in an
Offering Period is lower than the Fair Market Value of the Common Stock on the Offering Date
of such Offering Period, then all participants in such Offering Period shall be automatically
withdrawn from such Offering Period immediately after the exercise of their option on such
Exercise Date and automatically re-enrolled in the immediately following Offering Period.






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Appendix 1.1




HARMONIC INC.

2002 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT




                                         Original Application




                                         Change in Payroll Deduction Rate




                                         Change of Beneficiary(ies)




Offering Date                                        





	1.	 	                                         hereby elects to participate in
the Harmonic, Inc. 2002 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and
subscribes to purchase shares of the Company’s Common Stock in accordance with this
Subscription Agreement and the Employee Stock Purchase Plan.
	 
	2.	 	I hereby authorize payroll deductions from each paycheck in the amount of ___%
of my Compensation on each payday (from 1% to 10%) during the Offering Period in accordance
with the Employee Stock Purchase Plan. (Please note that no fractional percentages are
permitted.)
	 
	3.	 	I understand that said payroll deductions shall be accumulated for the purchase of shares of
Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock
Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated
payroll deductions will be used to automatically exercise my option.
	 
	4.	 	I have received a copy of the complete Employee Stock Purchase Plan. I understand that my
participation in the Employee Stock Purchase Plan is in all respects subject to the terms of
the Plan. I understand that my ability to exercise the option under this Subscription
Agreement is subject to stockholder approval of the Employee Stock Purchase Plan.
	 
	5.	 	Shares purchased for me under the Employee Stock Purchase Plan should be issued in the
name(s) of (Eligible Employee or Eligible Employee and Spouse only).
	 
	6.	 	I understand that if I dispose of any shares received by me pursuant to the Plan within 2
years after the Offering Date (the first day of the Offering Period during which I purchased
such shares) or one year after the Exercise Date, I will be treated for federal income tax
purposes as having received ordinary income at the time of such disposition in an amount equal
to the excess of the fair market value of the shares at the time such shares were purchased by
me over the price which I paid for the shares. I hereby agree to notify the Company in writing
within 30 days after the date of any disposition of my shares and I will make adequate
provision for Federal, state or other tax withholding obligations, if any, which arise upon
the disposition of the Common Stock. The Company may, but will not be obligated to, withhold
from my compensation the amount necessary to meet any applicable withholding obligation
including any withholding necessary to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such
shares at any time after the expiration of the 2-year and 1-year holding periods, I understand
that I will be treated for federal income tax 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 an amount equal to the lesser of (1) the excess of the fair market value of the
shares at the time of such disposition over the purchase price which I paid for the shares, or
(2) 15% of the fair market value of the shares on the first day of the Offering Period. The
remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.
	 
	7.	 	I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The
effectiveness of this Subscription Agreement is dependent upon my eligibility to participate
in the Employee Stock Purchase Plan.




1









 






	8.	 	In the event of my death, I hereby designate the following as my beneficiary(ies) to receive
all payments and shares due me under the Employee Stock Purchase Plan:





	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	NAME: (Please print)
	 	 	 	 	 	 
	 	 	 
	 

	 	(First)
	 	(Middle)
	 	(Last)
	 
	 	 	 	 	 	 
	 
	Relationship
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	                                        

Percentage Benefit
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	NAME: (Please print)
	 	 	 	 	 	 
	 	 	 
	 

	 	(First)
	 	(Middle)
	 	(Last)
	 
	 	 	 	 	 	 
	 
	Relationship
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	                                        

Percentage Benefit
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Employee’s Social Security Number:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Employee’s Address:
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 




I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING
PERIODS UNLESS TERMINATED BY ME.




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature of Employee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Spouse’s Signature (If beneficiary other than spouse)	 	 






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Appendix 1.2




HARMONIC INC.




2002 EMPLOYEE STOCK PURCHASE PLAN




NOTICE OF WITHDRAWAL




The undersigned participant in the Offering Period of the Harmonic Inc. 2002 Employee Stock
Purchase Plan which began on                                   ,                      (the “Offering Date”) hereby notifies the Company that he or she hereby
 withdraws from the
Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as
practicable all the payroll deductions credited to his or her account with respect to such Offering
Period. The undersigned understands and agrees that his or her option for such Offering Period will
be automatically terminated. The undersigned understands further that no further payroll deductions
will be made for the purchase of shares in the current Offering Period and the undersigned shall be
eligible to participate in succeeding Offering Periods only by delivering to the Company a new
Subscription Agreement.



Name and Address of Participant:




	 	 	 
	 
	 	 
	 	 	 
	 

	 	Print Name
	 
	 	 
	 	 	 
	 

	 	Address
	 
	 	 
	 	 	 
	 
	 	 
	 
	 	 
	 	 	 
	 

	 	Signature
	 
	 	 
	 	 	 
	 

	 	Date