HARMONIC LIGHTWAVES, INC.
CHANGE OF CONTROL SEVERANCE AGREEMENT
This Change of Control Severance Agreement (the "Agreement") is made and entered into by and between
________ (the "Employee") and Harmonic Lightwaves, Inc. (the "Company"), effective as of the latest date set
forth by the signatures of the parties hereto below.
R E C I T A L S
A. It is expected that the Company from time to time will consider the possibility of an acquisition by another
company or other change of control. The Board of Directors of the Company (the "Board") recognizes that such
consideration can be a distraction to the Employee and can cause the Employee to consider alternative
employment opportunities. The Board has determined that it is in the best interests of the Company and its
shareholders to assure that the Company will have the continued dedication and objectivity of the Employee,
notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.
B. The Board believes that it is in the best interests of the Company and its shareholders to provide the Employee
with an incentive to continue his employment and to motivate the Employee to maximize the value of the
Company upon a Change of Control for the benefit of its shareholders.
C. The Board believes that it is imperative to provide the Employee with certain severance benefits upon
Employee's termination of employment following a Change of Control which provides the Employee with
enhanced financial security and provides incentive and encouragement to the Employee to remain with the
Company notwithstanding the possibility of a Change of Control.
D. Certain capitalized terms used in the Agreement are defined in Section 6 below.
The parties hereto agree as follows:
1. Term of Agreement. This Agreement shall terminate upon the date that all obligations of the parties hereto with
respect to this Agreement have been satisfied.
2. At-Will Employment. The Company and the Employee acknowledge