2002 EMPLOYEE STOCK PURCHASE PLAN
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.
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;
(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 suc