EXHIBIT 10.24
COPPER MOUNTAIN NETWORKS, INC.
FIRST AMENDMENT TO
FOUNDER STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO FOUNDER STOCK PURCHASE AGREEMENT, dated as of the
27th day of January 1999 (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 Xxxx X. Xxxxxxx (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"), other than a reincorporation
merger, 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
1.
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.
Notwithstanding, the foregoing, in the event all of the following occurs:
(i) a Change in Control occurs prior to January 31, 2001; (ii) such
potential acceleration of vesting and exercisability, describe above, would
by themselves result in a contemplated Change in Control transaction that
would otherwise be eligible to be accounted for as a "pooling of interests"
accounting transaction to become ineligible for such account treatment; and
(iii) the potential acquiror of the Company desires to account for such
contemplated Change in Control as a "pooling of interests" transaction,
then such acceleration shall not occur. Additionally, in the event that
the restrictions upon acceleration provided for in the immediately
preceding sentence by themselves would result in a contemplated transaction
to become ineligible to be account for as a "pooling of interests"
accounting transaction, then such restrictions shall be deemed inoperative.
Accounting issues shall be determined by the Company's independent public
accountants applying generally accepted accounting principles.
2.
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.
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
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Xxxxxxx Xxxxxxx
President and Chief Executive Officer
Address: 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
PURCHASER
/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Address:
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ATTACHMENTS:
Exhibit A -- Founder Stock Purchase Agreement
3.
EXHIBIT A
FOUNDER STOCK PURCHASE AGREEMENT
4.
