OCCAM NETWORKS, INC.
2006 EMPLOYEE STOCK PURCHASE PLAN
As amended and restated effective March 24, 2008
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 in Control ” means 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) A change in the composition of the Board occurring within a two-year period, as
a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” means
directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of the Directors at the time of such election
or nomination (but will not include an individual whose election or nom