AMENDMENT NO. 1 TO THE TERAYON COMMUNICATION SYSTEMS, INC. 1997 EQUITY INCENTIVE PLAN

Employee Benefits Plan Agreement

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TERAYON COMMUNICATION SYSTEMS

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Title: AMENDMENT NO. 1 TO THE TERAYON COMMUNICATION SYSTEMS, INC. 1997 EQUITY INCENTIVE PLAN
Date: 12/29/2006
Industry: COMEQP Sector: TECHNO

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Exhibit 10.31

AMENDMENT NO. 1
TO THE
TERAYON COMMUNICATION SYSTEMS, INC. 1997 EQUITY INCENTIVE PLAN

Pursuant to Section 13(a) of the Terayon Communication Systems, Inc. 1997 Equity Incentive Plan (the “ Plan ”), the Plan is hereby amended (this “ Amendment ”) as follows:

A new Section 8 of the Plan shall be created to provide for the following:

NON-EMPLOYEE DIRECTOR STOCK AWARDS

The Board may grant Stock Awards to Non-Employee Directors, subject to the limitations of the Plan, pursuant to a written non-discretionary formula established by the Board or the Committee, or any successor committee thereto carrying out its responsibilities on the date of grant of any such Stock Award (the “ Non-Employ