DASAN Zhone Solutions, Inc. 2017 Incentive Award Plan

On January 4, 2017, the Board of Directors (the Board) of DASAN
Zhone Solutions, Inc., a Delaware corporation (the Company),
approved the DASAN Zhone Solutions, Inc. 2017 Incentive Award
Plan (the 2017 Plan), subject to stockholder approval at the
Companys 2017 annual meeting of stockholders. The 2017 Plan
authorizes the issuance of stock options, restricted stock,
restricted stock units, dividend equivalents, stock payment
awards, stock appreciation rights, performance bonus awards and
other incentive awards. The 2017 Plan also authorizes the
Compensation Committee of the Board (the Compensation Committee)
to grant performance awards payable in the form of shares of the
Companys common stock or cash, including equity awards and
incentive cash bonuses that may qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code of
1986, as amended (Section 162(m)). The 2017 Plan authorizes the
grant of awards to employees, non-employee directors and
consultants of the Company and its subsidiaries.

The 2017 Plan is administered by the Compensation Committee,
which may delegate its duties and responsibilities to committees
of directors and/or officers of the Company, subject to certain
limitations that may be imposed under Section 162(m), Section 16
of the Securities Exchange Act of 1934, as amended, and/or stock
exchange rules, as applicable. The full Board will administer the
2017 Plan with respect to awards to non-employee directors.

The maximum number of shares of the Companys common stock for
which grants may be made under the 2017 Plan is the sum of (i)
3,000,000 shares, plus (ii) any shares subject to awards granted
under the DASAN Zhone Solutions, Inc. Amended and Restated 2001
Stock Incentive Plan (the 2001 Plan) to the extent such shares
become available for issuance under the 2017 Plan to its terms
(including shares subject to awards granted under the 2001 Plan
that become available for issuance under the 2017 Plan to its
terms following the expiration of the term of the 2001 Plan)
(provided, that if such shares would otherwise become available
for issuance under the 2017 Plan to its terms prior to the
expiration of the term of the 2001 Plan but become subject to an
award under the 2001 Plan granted following the effective date of
the 2017 Plan (a New Prior Plan Award), such shares shall not
become available for issuance under the 2017 Plan unless and
until such shares become available for issuance under the 2017
Plan to its terms with respect to such New Prior Plan Award),
plus (iii) any shares subject to an annual increase on each
January 1 during the ten year term of the 2017 Plan equal to the
lesser of 4% of the total shares of the Companys common stock
outstanding (on an as-converted basis) and such smaller amount as
may be determined by the Board in its sole discretion. In
addition, the following annual limitations apply: (i) the maximum
aggregate number of shares of the Companys common stock that may
be subject to awards granted to any one participant during a
calendar year is 20,000,000 shares and (ii) the maximum aggregate
amount of cash that may be paid to any one participant during any
calendar year with respect to awards initially payable in cash is
$10 million. The number of shares of the Companys common stock
that may be issued or transferred to awards granted under the
2017 Plan shall not exceed an aggregate of 35,000,000. The
numbers in the 2017 Plan described above do not give effect to
the previously announced reverse stock split that, subject to
receipt of the requisite stockholder approval, is proposed to be
effected by the Company following the adoption of the 2017 Plan.

The 2017 Plan also contains provisions with respect to payment of
exercise or purchase prices, vesting and expiration of awards,
adjustments and treatment of awards upon certain corporate
transactions, including stock splits, recapitalizations and
mergers, and tax withholding requirements. The 2017 Plan may be
amended or terminated by the Board at any time, subject to
certain limitations requiring stockholder consent or the consent
of the participant.

Issuance of Stock Options under the 2017 Plan

On January 4, 2017, the Board and the Compensation Committee
granted an award of 500,000 options to purchase common stock of
the Company under the 2017 Plan, subject to stockholder approval
of the 2017 Plan, to Yung Kim, the Co-Chief Executive Officer of
the Company. The options have a ten-year term and an exercise
price of $0.9637 per share, which is equal to the fair market
value of the Companys common stock on the date of grant. Provided
that the Mr. Kim continues to render services to the Company
through the applicable vesting date, the options vest as to 25%
of the shares on the first anniversary of the vesting
commencement date and vest as to the remaining shares in 36 equal
monthly installments thereafter. If the 2017 Plan is not approved
by the Companys stockholders at the 2017 annual meeting, the
foregoing stock option awards will be automatically cancelled and
become null and void.

The foregoing descriptions of the 2017 Plan and the stock option
award granted thereunder do not purport to be complete and are
qualified in their entirety by the full text of the 2017 Plan and
the form of Stock Option Grant Notice and Stock Option Agreement,
which are filed, respectively, as Exhibit 10.1 and Exhibit 10.2
hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.