EXHIBIT 10.22
COPPER MOUNTAIN NETWORKS, INC.
FIRST AMENDMENT TO
FOUNDER STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO FOUNDER STOCK PURCHASE AGREEMENT, dated as of the
12th day of June 1998 (the "Agreement"), is an amendment to the previously
executed Founder Stock Purchase Agreement dated as of the 11th day of March
1996, by and between Copper Mountain Networks, Inc., a California corporation
(the "Corporation"), and Xxxxxx X. Xxxxxx (the "Purchaser").
RECITALS
Whereas, as of March 11, 1996, the Corporation issued, and the Purchaser
acquired, stock of the Corporation on the terms and conditions set forth in the
Founder Stock Purchase Agreement attached hereto as Exhibit A; and
WHEREAS, the Corporation and the Purchaser desires to amend section 2(b)
regarding the release of shares from the Corporation's Purchase Option (the
"Purchase Option").
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants set forth herein, the parties hereto agree as follows:
1. AMENDMENT OF SECTION 2(B) OF FOUNDER STOCK PURCHASE AGREEMENT. Section
2(b) of the Agreement is hereby amended and restated to read as follows:
(B) "One hundred percent (100%) of the Stock shall initially be
subject to the Purchase Option. The Stock shall vest and be released from
the Purchase Option on a monthly basis over four years measured from the
Employment Start Date (as set forth below), until all the Stock is released
from the Purchase Option. In the event Purchaser's service with the Company
is involuntarily terminated at any time without Cause (as defined below)
either at the time of or within twelve (12) months following the occurrence
of an event specified in subsection 14(b) of the Company's 1996 Equity
Incentive Plan (a "Change in Control"), then upon such termination vesting
of the Stock shall immediately be accelerated as to one-half of the
unvested portion of the Stock and such shares shall be released from the
Purchase Option. "Cause" means misconduct, including but not limited to:
(i) conviction of any felony or any crime involving moral turpitude or
dishonesty, (ii) participation in a fraud or act of dishonesty against the
Company, (iii) conduct by Purchaser which, based upon a good faith and
reasonable factual investigation and determination by the Board of
Directors of the Company, demonstrates gross
unfitness to serve, or (iv) the material violation of any contract between
Purchaser and the Company or any statutory duty to the Company that is not
corrected within thirty (30) days after written notice to Purchaser
thereof. Purchaser's physical or mental disability shall not constitute
"Cause."
In the event Purchaser voluntarily terminates his service with the Company
for Good Reason (as defined below) either at the time of or within twelve
(12) months following the occurrence of a Change in Control, then upon such
termination vesting of the Stock shall immediately be accelerated as to
one-half of the unvested portion of the Stock and such shares shall be
released from the Purchase Option. "Good Reason" means (i) reduction of
Purchaser's rate of compensation as in effect immediately prior to the
occurrence of a Change in Control, (ii) failure to provide a package of
welfare benefit plans which, taken as a whole, provides substantially
similar benefits to those in which Purchaser is entitled to participate
immediately prior to the occurrence of the Change in Control (except that
employee contributions may be raised to the extent of any cost increases
imposed by third parties) or any action by the Company which would
adversely affect Purchaser's participation or reduce Purchaser's benefits
under any of such plans, (iii) change in Purchaser's responsibilities,
authority, title or office resulting in diminution of position, excluding
for this purpose an isolated, insubstantial and inadvertent action not
taken in bad faith which is remedied by the Company promptly after notice
thereof is given by Purchaser, (iv) request that Purchaser relocate to a
worksite that is more than thirty-five (35) miles from Purchaser's prior
worksite, unless Purchaser accepts such relocation opportunity, (v) failure
or refusal of a successor to the Company to assume the Company's
obligations under this Agreement, or (vi) material breach by the Company or
any successor to the Company of any of the material provisions of this
Agreement.
Your Employment Start Date is March 11, 1996."
2. COUNTERPARTS. This First Amendment to Founder Stock Purchase
Agreement may be executed in counterparts, each of which shall be deemed an
original and together shall constitute one instrument.
2.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Founder Stock Purchase Agreement as of the day and year first above written.
COPPER MOUNTAIN NETWORKS, INC.
/s/ XXXXXXX XXXXXXX
_____________________________________________
Xxxxxxx Xxxxxxx
President and Chief Executive Officer
Address: 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
PURCHASER
/s/ XXXXXX X. XXXXXX
_____________________________________________
Xxxxxx X. Xxxxxx
Address: 000 Xxxxxx Xx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
ATTACHMENTS:
Exhibit A -- Founder Stock Purchase Agreement
3.
EXHIBIT A
FOUNDER STOCK PURCHASE AGREEMENT
4.
