0001193125-05-029291 Sample Contracts

RETENTION AND INCENTIVE BONUS AGREEMENT
Retention and Incentive Bonus Agreement • February 14th, 2005 • Copper Mountain Networks Inc • Telephone & telegraph apparatus • California

This RETENTION AND INCENTIVE BONUS AGREEMENT (the “Agreement”) is entered into effective as of February 10, 2005 (the “Effective Date”), by and between Copper Mountain Networks, Inc. (the “Company”) and Michael Staiger (the “Employee”). The Company and the Employee are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party.”

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG TUT SYSTEMS, INC. WOLF ACQUISITION CORP. AND COPPER MOUNTAIN NETWORKS, INC. dated as of FEBRUARY 11, 2005
Agreement and Plan of Merger and Reorganization • February 14th, 2005 • Copper Mountain Networks Inc • Telephone & telegraph apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of February 11, 2005, by and among Tut Systems, Inc., a Delaware corporation (“Parent”), Wolf Acquisition Corp., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Parent, and Copper Mountain Networks, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

COPPER MOUNTAIN NETWORKS, INC. AMENDMENT #2 TO RESTRICTED STOCK BONUS AMENDED GRANT NOTICE UNDER THE AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN
Copper Mountain Networks Inc • February 14th, 2005 • Telephone & telegraph apparatus

EFFECTIVE FEBRUARY 10, 2005, COPPER MOUNTAIN NETWORKS, INC. (the “Company”) and the undersigned holder of a Restricted Stock Bonus Award, previously granted on July 1, 2003 (the “Original Grant”) and amended on April 21, 2004 (collectively, the “Award”), wish to amend the terms of the Award by entering into this agreement (“Amendment 2”) . The parties agree to amend the Award as follows:

COPPER MOUNTAIN NETWORKS, INC. AMENDMENT #2 TO RESTRICTED STOCK BONUS AMENDED GRANT NOTICE UNDER THE AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN
Copper Mountain Networks Inc • February 14th, 2005 • Telephone & telegraph apparatus

EFFECTIVE FEBRUARY 10, 2005, COPPER MOUNTAIN NETWORKS, INC. (the “Company”) and the undersigned holder of a Restricted Stock Bonus Award, previously granted on July 1, 2003 (the “Original Grant”) and amended on April 21, 2004 (collectively, the “Award”), wish to amend the terms of the Award by entering into this agreement (“Amendment 2”) . The parties agree to amend the Award as follows:

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