8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

Date of Report (Date of earliest event reported) October 11, 2007

C-COR Incorporated

(Exact name of Registrant as specified in its charter)

Pennsylvania	0-10726	24-0811591
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

60 Decibel Road, State College, PA	16801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (814)238-2461

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On October 11, 2007, C-COR Incorporated (the “Company”) executed an amendment to its Amended and Restated Incentive Plan (the “Amendment”). The Amendment provides that consultants of the Company may receive equity awards other than incentive stock options. The Amendment also limits option awards granted on or after September 23, 2007 to employees hired after September 23, 2007 to a maximum aggregate number of 50,000 shares of common stock. Option award grants to non-employee directors of the Company shall not exceed 7,500 shares of common stock per non-employee director. Finally, the Amendment provides that option grants made on or after September 23, 2007 to newly hired employees shall vest in accordance with their terms, notwithstanding the change of control contemplated by the Agreement and Plan of Merger with Arris Group, Inc. and Air Merger Subsidiary, Inc.

The Amendment is attached to this Current Report as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amendment No 2007-1 to the Amended and Restated Incentive Plan executed October 11, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	C-COR Incorporated
	(Registrant)
	By:	/s/ Joseph E. Zavacky
Date: October 12, 2007	Name:	Joseph E. Zavacky
	Title:	Controller and Assistant Secretary

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EX-10.1

Exhibit 10.1

Amendment 2007-1

to the

Amended and Restated Incentive Plan

WHEREAS, C-COR Incorporated (the “Corporation”) maintains the C-COR Incorporated Amended and Restated Incentive Plan (the “Plan”), which was most recently amended and restated in 2004, to enable C-COR to offer certain officers, key employees and directors of the Corporation performance-based stock incentives; and

WHEREAS, Article 10.a permits the Board of Directors (“Board”) to amend the Plan at any time; and

WHEREAS, on September 23, 2007, the Corporation entered into an Agreement and Plan of Merger (the “Agreement”) with Arris Group, Inc. and Air Merger Subsidiary, Inc. pursuant to which the Corporation will merge with and into Air Merger Subsidiary, Inc.; and

WHEREAS, pursuant to the Agreement, the Corporation has agreed to set certain limits with respect to stock option awards made to new hires and non-employee directors effective as of the date of the Agreement, including to provide that the vesting of such awards will not be accelerated as the result of the change in control contemplated by the Agreement; and

WHEREAS, the Corporation desires to include consultants as eligible for participation; and

WHEREAS, capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

NOW, THEREFORE, the Plan is hereby amended as follows effective September 23, 2007:

1. Article 5 is amended to add the following new Paragraph 5.c to the end thereof as follows:

“c. Consultants. Consultants of the Company and its subsidiaries are eligible to be granted Awards other than Incentive Stock Options under this Plan. With respect to such Awards, the term “Termination of Employment” shall mean the termination of the consulting relationship with the Company or subsidiary.”

2. Paragraph 6.b of Article 6 is amended to add the following two sentences to the end thereof as follows:

“Notwithstanding the foregoing, Option Award grants to Employees hired on or after September 23, 2007 shall not exceed the maximum aggregate number of shares of 50,000. Option Award grants to non-

employee Directors on or after September 23, 2007 shall not exceed 7,500 shares per non-employee Director.”

3. Paragraph 12.b of Article 12 is amended to add the following sentence to end thereof:

“Notwithstanding the foregoing, Option Grants made on or after September 23, 2007 to newly hired Employees shall vest in accordance with their terms notwithstanding the Change in Control represented by a certain Agreement and Plan of Merger entered into by the Corporation on September 23, 2007, and shall not become fully exercisable upon such Change in Control as would otherwise be provided by this Article 12.b.”

IN WITNESS WHEREOF, the amendment to the Plan is executed this 11^th day of October 2007.

C-COR INCORPORATED
By:	/s/ William T. Hanelly
	William T. Hanelly
	Chief Financial Officer