Agreement and Plan of Merger

EXHIBIT 1


AGREEMENT AND PLAN OF MERGER AND REORGANIZATION


BY AND AMONG


ACCELERATED NETWORKS, INC.,


ODIN ACQUISITION CORP.


AND


OCCAM NETWORKS INC.


Dated as of November 9, 2001


TABLE OF CONTENTS


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ARTICLE I THE MERGER................................................... 1


1.1 The Merger........................................................ 1 1.2 Effective Time; Closing........................................... 1 1.3 Effect of the Merger.............................................. 2 1.4 Articles of Incorporation and Bylaws; Directors and Officers...... 2 1.5 Effect on Capital Stock........................................... 2 1.6 Surrender of Certificates......................................... 3 1.7 No Further Ownership Rights in Occam Stock........................ 4 1.8 Lost, Stolen or Destroyed Certificates............................ 5 1.9 Dissenting Shares................................................. 5 1.10 Further Action.................................................... 5 1.11 Certain Definitions............................................... 5 1.12 Tax Consequences.................................................. 6


ARTICLE II REPRESENTATIONS AND WARRANTIES OF OCCAM..................... 6


2.1 Organization; Standing and Power; Charter Documents; Subsidiaries. 6 2.2 Occam Capital Structure........................................... 7 2.3 Authority; Non-Contravention; Necessary Consents.................. 8 2.4 Occam Financial Statements; Undisclosed Liabilities............... 9 2.5 Absence of Certain Changes or Events.............................. 10 2.6 Taxes............................................................. 10 2.7 Intellectual Property............................................. 11 2.8 Compliance; Permits............................................... 11 2.9 Litigation........................................................ 11 2.10 Contracts......................................................... 12 2.11 Employee Matters and Benefit Plans................................ 12 2.12 Real Property..................................................... 15 2.13 Insurance......................................................... 16 2.14 Disclosure........................................................ 16 2.15 Board Approval.................................................... 16 2.16 Related Party Transactions........................................ 16 2.17 Environmental Matters............................................. 17 2.18 Brokers' and Finders' Fees........................................ 17


ARTICLE III REPRESENTATIONS AND WARRANTIES OF ANI...................... 17


3.1 Organization; Standing and Power; Charter Documents; Subsidiaries. 17 3.2 ANI Capital Structure............................................. 17 3.3 Authority; Non-Contravention; Necessary Consents.................. 18 3.4 ANI SEC Filings; ANI Financial Statements; Undisclosed Liabilities 19 3.5 Absence of Certain Changes or Events.............................. 19 3.6 Taxes............................................................. 20 3.7 Intellectual Property............................................. 21 3.8 Compliance; Permits............................................... 21 3.9 Litigation........................................................ 21 3.10 Brokers' and Finders' Fees........................................ 21 3.11 Contracts......................................................... 21 3.12 Employee Matters and Benefit Plans................................ 22 3.13 Real Property..................................................... 24


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3.14 Insurance................................................................................ 25
3.15 Disclosure............................................................................... 25
3.16 Board Approval........................................................................... 25
3.17 Related Party Transactions............................................................... 25
3.18 Environmental Matters.................................................................... 26
3.19 Fairness Opinion......................................................................... 26


ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME...................................................... 26


4.1 Conduct of Business by ANI............................................................... 26
4.2 Conduct of Business by Occam............................................................. 28


ARTICLE V ADDITIONAL AGREEMENTS..................................................................... 29


5.1 Prospectus/Proxy Statement; Registration Statement....................................... 29
5.2 Meetings of Stockholders and Shareholders; Board Recommendation.......................... 29
5.3 Acquisition Proposals.................................................................... 31
5.4 Occam Acquisition Proposals.............................................................. 33
5.5 Confidentiality; Access to Information; No Modification of Representations, Warranties or
Covenants................................................................................ 34
5.6 Public Disclosure........................................................................ 34
5.7 Regulatory Filings; Reasonable Efforts................................................... 34
5.8 Notification of Certain Matters.......................................................... 36
5.9 Third-Party Consents..................................................................... 36
5.10 Stock Options and Warrants............................................................... 36
5.11 Indemnification of Officers and Directors................................................ 37
5.12 Directors and Officers of ANI After the Effective Time................................... 37
5.13 Nasdaq Listing........................................................................... 38
5.14 Tax Matters.............................................................................. 38
5.15 Conversion of Occam Preferred Stock...................................................... 38
5.16 Employment of Continuing Employees....................................................... 38


ARTICLE VI CONDITIONS TO THE MERGER................................................................. 38


6.1 Conditions to Obligations of Each Party to Effect the Merger............................. 38
6.2 Additional Conditions to Obligations of Occam............................................ 39
6.3 Additional Conditions to the Obligations of ANI.......................................... 39


ARTICLE VII TERMINATION, AMENDMENT AND WAIVER....................................................... 40


7.1 Termination.............................................................................. 40
7.2 Notice of Termination; Effect of Termination............................................. 42
7.3 Fees and Expenses........................................................................ 42
7.4 Amendment................................................................................ 43
7.5 Extension; Waiver........................................................................ 43


ARTICLE VIII........................................................................................ 44


8.1 Non-Survival of Representations and Warranties........................................... 44
8.2 Notices.................................................................................. 44
8.3 Interpretation........................................................................... 44
8.4 Counterparts............................................................................. 45
8.5 Entire Agreement; Third-Party Beneficiaries.............................................. 45
8.6 Severability............................................................................. 45
8.7 Other Remedies; Specific Performance..................................................... 46
8.8 Governing Law............................................................................ 46


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8.9 Rules of Construction......................................... 46
8.10 Assignment.................................................... 46
8.11 Waiver of Jury Trial.......................................... 46


Exhibit A-1 Form of Voting Agreement for ANI stockholders Exhibit A-2 Form of Voting and Conversion Agreement for Occam shareholders Exhibit B-1 Form of Lock-up Agreement for ANI stockholders Exhibit B-2 Form of Lock-up Agreement for Occam shareholders Exhibit C Form of Funding Agreement


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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION


This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of November 9, 2001, by and among Accelerated Networks, Inc., a Delaware corporation ("ANI"), Odin Acquisition Corp., a California corporation and wholly-owned subsidiary of ANI (the "Merger Sub"), and Occam Networks Inc., a California corporation ("Occam").


RECITALS


A. The Boards of Directors of each of ANI, Merger Sub and Occam have approved, and deem it advisable and in the best interests of their respective corporations and stockholders to consummate, the business combination transaction provided for herein in which Merger Sub would merge with and into Occam.


B. ANI and Occam desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.


C. Concurrently with the execution of this Agreement, and as a condition and inducement to the parties' willingness to enter into this Agreement, certain stockholders of ANI are entering into voting agreements in the form of Exhibit A-1 attached hereto and certain shareholders of Occam are entering into voting and conversion agreements in the form of Exhibit A-2 attached hereto (collectively, the "Voting Agreements").


D. Concurrently with the execution of this Agreement, and as a condition and inducement to the parties' willingness to enter this Agreement, certain stockholders of ANI are entering into lock-up agreements in the form of Exhibit B-1 attached hereto and certain shareholders of Occam are entering into lock-up agreements in the form of Exhibit B-2 attached hereto (the "Lock-up Agreements").


E. Concurrently with the execution of this Agreement, ANI and Occam are entering into a Funding Agreement in the form of Exhibit C attached hereto.


F. For Federal income tax purposes for the shareholders of Occam, the parties intend that the Merger qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 354(a) of the Code.


NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


ARTICLE I


THE MERGER


1.1 The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of California Law, Merger Sub shall be merged with and into Occam (the "Merger"), the separate corporate existence of Merger Sub shall cease and Occam shall continue as the surviving corporation. Occam, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the "Surviving Corporation."


1.2 Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing an agreement of merger with the Secretary of State of the State of California (the "Agreement of Merger") in accordance with the relevant provisions of the California General Corporation Law ("California Law") (the time of such filing (or such later time as may be agreed in writing by


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Occam and ANI and specified in the Agreement of Merger) being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). The closing of the Merger (the "Closing") shall take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "Closing Date").


1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of California Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.


1.4 Articles of Incorporation and Bylaws; Directors and Officers.


(a) At the Effective Time, the Articles of Incorporation of Occam, as in
effect immediately prior to the Effective Time, shall be the Articles of
Incorporation of the Surviving Corporation until thereafter amended as
provided by law and such Articles of Incorporation of the Surviving
Corporation, provided that, the name of the Surviving Corporation shall be
designated by Occam prior to the mailing of the Prospectus/Proxy Statement
(as defined in Section 5.12) to the stockholders of ANI. The Bylaws of
Occam, as in effect immediately prior to the Effective Time, shall be, at
the Effective Time, the Bylaws of the Surviving Corporation until thereafter
amended.


(b) At the Effective Time, Kumar Shah shall become the sole director of
the Surviving Corporation and the officers of Occam shall become the
officers of the Surviving Corporation.


1.5 Effect on Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Occam or any shareholders of Occam, the following shall occur:


(a) Occam Common Stock. Each share of the common stock, no par value per
share, of Occam ("Occam Common Stock") issued and outstanding immediately
prior to the Effective Time including shares of Occam Common Stock to be
issued upon the conversion of all outstanding shares of Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock of Occam
(collectively the "Occam Preferred Stock") immediately prior to the
Effective Time, but excluding any shares of Occam Common Stock to be
canceled pursuant to Section 1.5(b) or which constitute "dissenting shares"
as described in Section 1.9, will be canceled and extinguished and
automatically converted into the right to receive a number of shares of
common stock, par value $0.001 per share, of ANI ("ANI Common Stock") equal
to the Exchange Ratio (as defined in Section 1.11 hereof) and cash in lieu
of fractional shares pursuant to Section 1.5(f).


(b) Cancellation of Treasury Stock. Each share of Occam Common Stock held
by Occam or any direct or indirect wholly-owned subsidiary of Occam
immediately prior to the Effective Time shall be canceled and extinguished
without any conversion thereof.


(c) Stock Options and Warrants. At the Effective Time, all options to
purchase Occam Common Stock then outstanding and unexercised under Occam's
1999 Stock Plan (the "Occam Stock Option Plan") shall be assumed by ANI in
accordance with Section 5.10. At the Effective Time, all warrants to
purchase shares of Occam's capital stock then outstanding and unexercised
shall be assumed by ANI in accordance with Section 5.10.


(d) Stock of Merger Sub. Each share of the common stock, no par value per
share, of Merger Sub then outstanding shall be converted into one share of
common stock of the Surviving Corporation.


(e) Restricted Stock. If any shares of Occam capital stock outstanding
immediately prior to the Effective Time are unvested or are subject to a
repurchase option, risk of forfeiture or other condition under


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any applicable restricted stock purchase agreement or other agreement with
Occam or under which Occam has any rights, then the shares of ANI Common
Stock issued in exchange for such shares of Occam capital stock will also be
unvested and subject to the same repurchase option, risk of forfeiture or
other condition, and the certificates representing such shares of ANI Common
Stock may accordingly be marked with appropriate legends. Occam shall take
all action that may be necessary to ensure that, from and after the
Effective Time, ANI is entitled to exercise any such repurchase option or
other right set forth in any such restricted stock purchase agreement or
other agreement.


(f) No Fractional Shares. No fractional shares of ANI Common Stock shall
be issued in connection with the Merger, and no certificates or scrip for
any such fractional shares shall be issued. Any holder of Occam capital
stock who would otherwise be entitled to receive a fraction of a share of
ANI Common Stock (after aggregating all fractional shares of ANI Common
Stock issuable to such holder) shall, in lieu of such fraction of a share
and, upon surrender of such holder's Certificate(s) (as defined in Section
1.6(c)), be paid in cash the dollar amount (rounded to the nearest whole
cent), without interest, determined by multiplying such fraction by the ANI
Stock Price (as defined in Section 1.11) on the last trading day immediately
prior to the Effective Time.


1.6 Surrender of Certificates.


(a) Exchange Agent. ANI shall select an institution reasonably
satisfactory to Occam to act as the exchange agent (the "Exchange Agent") in
the Merger.


(b) ANI to Provide Common Stock. Promptly after the Effective Time, ANI
shall make available to the Exchange Agent for exchange in accordance with
this Article I, the shares of ANI Common Stock issuable and cash payable in
lieu of fractional shares pursuant to Section 1.5 in exchange for
outstanding shares of Occam Common Stock. In addition, ANI shall make
available as necessary from time to time after the Effective Time as needed,
cash in an amount sufficient for any dividends or distributions which
holders of shares of Occam Common Stock may be entitled pursuant to Section
1.6(d). Any cash and ANI Common Stock deposited with the Exchange Agent
shall hereinafter be referred to as the "Exchange Fund."


(c) Exchange Procedures. Promptly after the Effective Time, ANI shall
cause the Exchange Agent to mail to each holder of record (as of the
Effective Time) of a certificate or certificates (the "Certificates") which
immediately prior to the Effective Time represented outstanding shares of
Occam Common Stock (including shares of Occam Common Stock to be issued upon
the conversion of all Occam Preferred Stock immediately prior to the
Effective Time) and any dividends or other distributions pursuant to Section
1.6(d), (i) a letter of transmittal (which shall specify that delivery shall
be effected, and risk of loss and title to the Certificates shall pass, only
upon delivery of the Certificates to the Exchange Agent and shall be in such
form and have such other provisions as ANI may reasonably specify) and (ii)
instructions for use in effecting the surrender of the Certificates in
exchange for certificates representing shares of ANI Common Stock and any
dividends or other distributions pursuant to Section 1.6(d). Upon surrender
of Certificates for cancellation to the Exchange Agent or to such other
agent or agents as may be appointed by ANI, together with such letter of
transmittal, duly completed and validly executed in accordance with the
instructions thereto and such other documents as may reasonably be required
by the Exchange Agent, the holder of such Certificates shall be entitled to
receive in exchange therefor the number of shares of ANI Common Stock (after
taking into account all Certificates surrendered by such holder) to which
such holder is entitled pursuant to Section 1.5(a), cash in lieu of
fractional shares pursuant to Section 1.5(f) and any dividends or
distributions payable pursuant to Section 1.6(d), and the Certificates so
surrendered shall forthwith be canceled. Until so surrendered, outstanding
Certificates will be deemed from and after the Effective Time, for all
corporate purposes, to evidence the ownership of the number of shares of ANI
Common Stock into which such shares of Occam Common Stock (including shares
of Occam Common Stock to be issued upon the conversion of all Occam
Preferred Stock immediately prior to the Effective Time) shall have been so
converted, cash in lieu of fractional shares pursuant to Section 1.5(f) and
the right to receive any dividends or distributions payable pursuant to
Section 1.6(d).


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(d) Distributions With Respect to Unexchanged Shares. No dividends or
other distributions declared or made after the date hereof with respect to
ANI Common Stock with a record date after the Effective Time will be paid to
the holders of any unsurrendered Certificates with respect to the shares of
ANI Common Stock represented thereby until the holders of record of such
Certificates shall surrender such Certificates.


(e) Transfers of Ownership. If shares of ANI Common Stock are to be
issued in a name other than that in which the Certificates surrendered in
exchange therefor are registered, it will be a condition of the issuance
thereof that the Certificates so surrendered will be properly endorsed and
otherwise in proper form for transfer and that the Persons (as defined in
Section 8.3(c)) requesting such exchange will have paid to ANI or any agent
designated by it any transfer or other Taxes (as defined in Section 2.6)
required by reason of the issuance of shares of ANI Common Stock in any name
other than that of the registered holder of the Certificates surrendered, or
established to the satisfaction of ANI or any agent designated by it that
such Tax has been paid or is not payable.


(f) Required Withholding. Each of the Exchange Agent and the Surviving
Corporation shall be entitled to deduct and withhold from any consideration
payable or otherwise deliverable pursuant to this Agreement to any holder or
former holder of Occam Common Stock such amounts as may be required to be
deducted or withheld therefrom under the Code or under any provision of
state, local or foreign Tax law or under any other applicable Legal
Requirement (as defined in Section 2.2(c)). To the extent such amounts are
so deducted or withheld, the amount of such consideration shall be treated
for all purposes under this Agreement as having been paid to the Person to
whom such consideration would otherwise have been paid.


(g) No Liability. Notwithstanding anything to the contrary in this
Section 1.6, neither the Exchange Agent, the Surviving Corporation nor any
party hereto shall be liable to a holder of shares of ANI Common Stock or
Occam Common Stock for any amount properly paid to a public official
pursuant to any applicable abandoned property, escheat or similar law.


(h) Investment of Exchange Fund. The Exchange Agent shall invest any cash
included in the Exchange Fund as directed by ANI on a daily basis; provided
that no such investment or loss thereon shall affect the amounts payable to
Occam stockholders pursuant to this Article I. Any interest and other income
resulting from such investment shall become a part of the Exchange Fund, and
any amounts in excess of the amounts payable to Occam stockholders pursuant
to this Article I shall promptly be paid to ANI.


(i) Termination of Exchange Fund. Any portion of the Exchange Fund which
remains undistributed to the holders of Certificates six (6) months after
the Effective Time shall, at ANI's request, be delivered to ANI and any
holders of the Certificates who have not surrendered such Certificates in
compliance with this Section 1.6 shall after such delivery to ANI look only
to ANI for the shares of ANI Common Stock pursuant to Section 1.5(a), cash
in lieu of fractional shares pursuant to Section 1.5(f) and any dividends or
other distributions pursuant to Section 1.6(d) with respect to the shares of
Occam Common Stock (including shares of Occam Common Stock to be issued upon
the conversion of all Occam Preferred Stock immediately prior to the
Effective Time) formerly represented thereby. Any such portion of the
Exchange Fund remaining unclaimed by holders of shares of Occam Common Stock
(including shares of Occam Common Stock to be issued upon the conversion of
all Occam Preferred Stock immediately prior to the Effective Time)
immediately prior to such time as such amounts would otherwise escheat to or
become property of any Governmental Entity (as defined in Section 2.3(c))
shall, to the extent permitted by law, become the property of ANI free and
clear of any claims or interest of any Person previously entitled thereto.


1.7 No Further Ownership Rights in Occam Stock. All shares of ANI Common Stock issued upon the surrender for exchange of shares of Occam Common Stock (including shares of Occam Common Stock to be issued upon the conversion of all Occam Preferred Stock immediately prior to the Effective Time) in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.5(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Occam Common Stock (including shares of Occam Common Stock to be issued upon the conversion of all Occam Preferred Stock immediately


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