EX-10.1



 




EXHIBIT 10.1 

OPNEXT, INC.




1 Christopher Way

Eatontown, New Jersey 07724




               This Employment Agreement (this “Agreement”) is dated as of November 1, 2007, by and
between Opnext, Inc., a Delaware corporation, and Gilles Bouchard.



	 	 	 
	1.    Employer:

	 	Opnext, Inc. (“Opnext” or the “Company”)
	 
	 	 
	2.    Employee:

	 	Gilles Bouchard (“Executive”)
	 
	 	 
	3.   Position and
Duties:


	 	Executive shall be the Chief Operating Officer (“COO”) of Opnext and shall have
the normal duties, responsibilities, functions and authority of a COO for a company the
size and structure of the Company. Executive shall report directly to the Chief Executive
Officer (“CEO”) and Executive’s office shall be located in the San Jose,
California area. Executive will lead the Company’s efforts to ensure the attainment of
revenue, profit and cash flow goals, customer satisfaction, and maximum return on invested
capital, as well as setting strategic growth objectives. Executive will support the
Business Unit leaders for Modules, Devices and Pluggables, the SVP of Sales and Marketing
and the CIO and VP of Operations. Executive will also work with the Business Development
organization to ensure that adequate plans for future product development and growth of
the business are prepared and executed.
	 
	 	 
	4.   Base Salary:


	 	$400,000 per annum
	 
	 	 
	5.   Annual Bonus:

	 	Upon successful completion of Executive’s first year of employment with Opnext,
Executive shall be entitled to receive a bonus in an aggregate amount equal to $240,000 (such
amount, the “Guaranteed Bonus”), payable as set forth in this Section 5. The
Guaranteed Bonus shall be paid to the Executive as follows, irrespective of whether the
Company has achieved the performance targets established by the Board of Directors of the
Company (the “Board”) for the payment of bonuses under and pursuant to the Company’s
bonus plans: (i) an amount equal to $100,000 shall be paid to the Executive on March 31,
2008, and (ii) an amount equal to $140,000 shall be paid to the Executive on March 31, 2009.
In addition to the Guaranteed Bonus, Executive shall be eligible to receive an annual bonus up
to a maximum amount of $100,000 with respect to the Company’s 2009 fiscal year in the event
that the Company achieves performance targets established and evaluated by the Board for such
fiscal year (the “2009 Annual Bonus”). The 2009 Annual Bonus shall be












 



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	 	awarded under, and subject to the terms and conditions of, Opnext’s Amended
and Restated 2001 Long Term Stock Incentive Plan, and, if payable, shall be
paid to the Executive no later than the last day of the applicable two and
one-half (2 1/2) month short-term deferral period with respect to such
payment, within the meaning of Treasury Regulation Section 1.409A-1(b)(4).
	 
	 	 
	 

	 	Executive hereby acknowledges and agrees that the Guaranteed Bonus and the
2009 Annual Bonus, if any, shall represent the Executive’s sole and
exclusive bonus compensation for the Company’s 2008 and 2009 fiscal years,
and except as set forth in this Section 5, Executive shall not be eligible
or entitled to receive any annual bonus with respect to the Company’s 2008
and 2009 fiscal years.
	 
	 	 
	 

	 	Commencing with the Company’s 2010 fiscal year, for each fiscal year of the
Company during the Initial Term and any Successive Term, Executive will be
eligible to participate in the Company’s annual incentive bonus plan
applicable to similarly situated executives of the Company. The amount of
Executive’s annual bonus will be based on the attainment of performance
criteria established and evaluated by the Company in accordance with the
terms of such bonus plan as in effect from time to time, provided that,
subject to the terms of such bonus plan, Executive’s target annual bonus
will be 60% of his annual base salary for such year. Each such annual bonus
for fiscal 2010 and thereafter is intended to satisfy the short-deferral
exemption under Treasury Regulation Section 1.409A-1(b)(4) and shall be paid
not later than the last day of the applicable two and one-half (2 1/2) month
short-term deferral period with respect to such annual bonus payment, within
the meaning of Treasury Regulation Section 1.409A-1(b)(4).
	 
	 	 
	6.   Opnext
Stock Options:


	 	Subject to the terms and conditions set forth in the
Company’s Amended and Restated 2001 Long Term Stock
Incentive Plan and in the Option Agreement (as defined
below), the Company will grant Executive non-qualified
options to acquire 250,000 shares of common stock of
Opnext with an exercise price to be equal to last quoted
per share sales price as of the close of business on the
date of grant as reported by NASDAQ (the “Opnext Stock
Options”). The Company will grant Executive the Opnext
Stock Options on or as soon as practicable after November
15, 2007. Subject to the Executive’s continued employment
with the Company, the Opnext Stock Options shall vest and
become exercisable with respect to one-fourth of the
shares covered by the Opnext Stock Options on each of the
first four anniversaries of the Employment Start Date.
	 
	 	 
	 

	 	Any unvested Opnext Stock Options shall automatically be
cancelled upon Executive’s termination of employment with
Opnext; provided, however,












 



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	 	that in the event Executive’s employment is terminated by Opnext without
Cause (as defined in Section 14 hereof) or by Executive for Good Reason (as
defined in Section 13 hereof) on any date other than an Anniversary Date (as
defined below), Executive’s 1/4 installment of Opnext Stock Options that was
scheduled to vest on the next Anniversary Date following Executive’s
termination of employment shall vest immediately prior to such termination
of employment. In addition, in the event that Executive’s employment is
terminated by reason of Executive’s death or Disability, Executive’s Opnext
Stock Options, to the extent not previously vested, shall immediately vest
in full. The Opnext Stock Options will be subject to the additional terms
and conditions as set forth in the Stock Option Agreement which Executive
will execute in connection with receiving the Opnext Stock Options and the
Amended and Restated 2001 Long Term Stock Incentive Plan.
	 
	 	 
	 

	 	In the event that the Executive’s employment is terminated by the Company
without Cause (as defined in Section 14 hereof) or by the Executive for Good
Reason (as defined in Section 13 hereof) during the twelve-month period
immediately following a Change in Control (as defined in the Amended and
Restated 2001 Long Term Stock Incentive Plan), the Option shall, to the
extent not then vested and not previously canceled, immediately become fully
vested and exercisable.
	 
	 	 
	 

	 	As used herein, the term “Disability” shall mean that Executive is unable to
effectively perform his duties and responsibilities, as determined by the
Board, for more than 180 days during any twelve (12) month period by reason
or any physical or mental injury, illness or incapacity.
	 
	 	 
	 

	 	The terms and conditions of the Opnext Stock Options will be set forth in a
Stock Option Agreement in a form prescribed by the Company which shall
evidence the grant of the Opnext Stock Options (the “Option Agreement”). In
the event of a conflict between any term or provision contained in this
Agreement and the Option Agreement, the terms and provisions of the Option
Agreement will govern and prevail.
	 
	 	 
	7.   Restricted
Stock:


	 	Subject to the terms and conditions set forth in the Company’s Amended and Restated 2001
Long Term Stock Incentive Plan and in the Restricted Stock Agreement (as defined below), the
Company will grant Executive 40,000 shares of Restricted Stock (such shares, the
“Restricted Stock”) at a purchase price of $.01 per share. The Company will grant
Executive the Restricted Stock on or as soon as practicable after November 15, 2007.
Subject to the Executive’s continued employment with the Company, the Restricted Stock shall
vest with respect to one-half of the shares on the first anniversary of the Employment Start
Date and with respect to one-half of the shares on the second anniversary of the Employment
Start












 



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	 	Date. In the event of a Change in Control (as defined in the Amended and
Restated 2001 Long Term Stock Incentive Plan) the Restricted Stock shall
become fully vested immediately prior to the consummation of such Change in
Control. If the Executive’s employment with the Company terminates prior to
the second Anniversary Date (as defined below), any unvested Restricted
Stock as of such termination date will be forfeited to the Company in its
entirety; provided however; that in the event the Executive’s employment is
terminated by the Company without Cause (as defined in Section 14 hereof) or
by the Executive for Good Reason (as defined in Section 13 hereof), or by
reason of Executive’s death or Disability, then all Restricted Stock shall
immediately vest as of the date of such termination and no forfeiture of
such shares shall result. The terms and conditions of the Restricted Stock
will be set forth in a Restricted Stock Agreement in a form prescribed by
the Company which shall evidence the grant of the Restricted Stock (the
“Restricted Stock Agreement”). In the event of a conflict between any term
or provision contained in this Agreement and the Restricted Stock Agreement,
the terms and provisions of the Restricted Stock Agreement will govern and
prevail.
	 
	 	 
	8.   Employment
Start Date:


	 	Executive’s employment start date will be November 1, 2007. Each anniversary of
the Employment Start Date shall be referred to herein as an “Anniversary Date.”
	 
	 	 
	9.   Employment
Term:


	 	The initial term (the “Initial Term”) of Executive’s employment with Opnext
shall be for a period of forty-eight (48) months, commencing on the Employment Start Date
and ending on November 1, 2011. Executive’s employment will be renewed automatically upon
expiration of the Initial Term for successive one-year periods (each such period, a
“Successive Term”), unless not less than sixty (60) days prior to the end of the
Initial Term or any Successive Term (as the case may be), either Executive or Opnext
provides written notice to the other of such party’s intention not to renew the employment.
	 
	 	 
	10.   Benefits:

	 	Executive will be eligible to receive group welfare and retirement benefits in
accordance with Opnext company plans or policies as in effect from time to time.
	 
	 	 
	11.   Vacation:

	 	Executive will receive four (4) weeks paid vacation time per annum.
	 
	 	 
	12.   Annual
Performance
Reviews:


	 	Executive’s job performance shall be reviewed annually by the
Board. In conjunction with such annual performance review
process, Executive will












 



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	 	be eligible for salary increases, cash bonus awards (the bonus target is set
forth under Section 5 above) and additional stock option awards, which will
be subject to Company policy and vesting terms. Salary increases, cash
bonuses and stock option awards will be determined by the Board in its sole
discretion based on the overall performance of Opnext as well as Executive’s
individual performance. Stock options, salary increases and bonuses are
awarded at the discretion of the Board.
	 
	 	 
	13.   Termination
Without Cause
or With Good
Reason:


	 	In the event that Executive incurs a “separation from
service” (within the meaning of Section 409A(a)(2)(A)(i) of
the Internal Revenue Code of 1986, as amended (the “Code”),
and Treasury Regulation Section 1.409A-1(h)) (“Separation
from Service”) by reason of (a) a termination of
Executive’s employment by the Company other than for Cause
(as defined below), death, Disability or failure to renew
the Initial Term or any Successive Term, or (b) Executive’s
resignation for Good Reason (as defined below), the Company
shall pay Executive as severance a lump-sum cash payment
equal to 100% of his then current annual base salary (the
“Severance Payment”). Subject to the Payment Delay (as
defined below), the Severance Payment shall be made to
Executive within ten (10) days after the date of such
Separation from Service. Executive’s right to receive the
Severance Payment is conditioned on and subject to
Executive’s execution and non-revocation of a general
release of claims substantially in the form attached hereto
as Exhibit A.
	 
	 	 
	 

	 	The Severance Payment is intended to satisfy the
short-deferral exemption under Treasury Regulation Section
1.409A-1(b)(4) and shall be made not later than the last
day of the applicable two and one-half (2 1/2) month
short-term deferral period with respect to the Severance
Payment, within the meaning of Treasury Regulation Section
1.409A-1(b)(4).
	 
	 	 
	 

	 	“Good Reason” as used herein shall mean the occurrence of
any of the following without the consent of Executive:
	 
	 	 
	 

	 	i.    a material and substantial diminution of
Executive’s duties or responsibilities; or

	 
	 	 
	 

	 	ii.    a material reduction by Opnext of Executive’s
base salary or target bonus as set forth in Section 5 above.

	 
	 	 
	 

	 	provided, however, that Executive’s resignation shall only constitute a
resignation for “Good Reason” hereunder if (x) Executive provides the
Company with written notice setting forth the specific facts or
circumstances constituting Good Reason within 20 days after the initial












 



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	 	existence of such facts or circumstances, (y) the Company has failed to cure
such facts or circumstances within 30 days after receipt of such written
notice, and (z) the date of Executive’s Separation from Service occurs no
later than 60 days after the initial occurrence of the facts or
circumstances constituting Good Reason.
	 
	 	 
	 

	 	Except as set forth above and in Sections 6 and 7 hereof, upon termination
by Opnext without Cause or resignation by Executive for Good Reason, (i)
Executive shall not be entitled to receive any further compensation or
payments hereunder (except for Executive’s unpaid Base Salary, accrued
vacation and expense reimbursements relating to the period prior to the date
of termination of employment) and (ii) Executive’s Opnext Stock Options and
Restricted Stock shall vest as provided in Sections 6 and 7 hereof and
shall, in each case, be subject to the provisions of the Amended and
Restated 2001 Long Term Stock Incentive Plan and Executive’s Stock Option
Agreement or Restricted Stock Agreement, as the case may be.
	 
	 	 
	 

	 	Notwithstanding anything to the contrary in this Agreement, no compensation
or benefits, including, without limitation, the Severance Payment, shall be
paid to Executive during the 6-month period following Executive’s Separation
from Service if Executive is a “specified employee” at the time of such
Separation from Service (as determined by the Company in accordance with
Section 409A of the Code) and the Company determines that paying such
amounts at the time or times indicated in this Agreement would be a
prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the
payment of any such amounts is delayed as a result of the previous sentence
(the “Payment Delay”), then on the first day following the end of
such 6-month period, the Company shall pay Executive a lump-sum amount equal
to the cumulative amount that would have otherwise been payable to Executive
during such 6-month period.
	 
	 	 
	14.    Termination
For Cause:


	 	“Cause” as utilized herein shall mean:
	 
	 	 
	 

	 	i.    the commission of a felony or the commission of
any other act or omission involving dishonesty or fraud with respect to
Opnext or any of its subsidiaries or affiliates or any of their
customers or suppliers; or

	 
	 	 
	 

	 	ii.     conduct that brings Opnext or any of its
subsidiaries or affiliates into substantial public disgrace or
disrepute; or

	 
	 	 
	 

	 	iii.    any material breach of the Confidentiality
Agreement referred to below; or

	 
	 	 
	 

	 	iv.    fraud or embezzlement with respect to Opnext or
any of its subsidiaries or affiliates; or

	 
	 	 
	 

	 	v.    gross negligence or willful misconduct with
respect to Opnext or any of its subsidiaries or affiliates; or













 



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	 	vi.     repeated failure to perform in any material
respect Executive’s duties as directed by the Board.

	 
	 	 
	 

	 	Upon notice by Opnext to Executive of a termination for Cause, the
“Termination Date” shall be the date on which such notice is mailed or
hand-delivered, or as otherwise specified in the notice of termination, to
Executive. Upon termination for Cause, resignation by Executive without
Good Reason or expiration of the Initial Term or any Successive Term (as the
case may be), Executive shall not be entitled to receive any further
compensation or payments hereunder (except for Executive’s unpaid Base
Salary, accrued vacation and expense reimbursements relating to the period
prior to the Termination Date). In the event of a termination for Cause,
any unvested Opnext Stock Options or Restricted Stock shall immediately be
cancelled and terminate as of the Termination Date. Vested Opnext Stock
Options and Restricted Stock shall, in each case, be subject to the
provisions of the Amended and Restated 2001 Long Term Stock Incentive Plan
and Executive’s Stock Option Agreement or Restricted Stock Agreement, as the
case may be.
	 
	 	 
	15.   Non-Competition
and Confidentiality
Agreement:


	 	



Executive agrees, at Opnext’s request, to enter into a
Non-Competition Agreement with Opnext (the
“Non-Competition Agreement”).
	 
	 	 
	16.    Restrictions:


	 	Executive represents and warrants to Opnext that there are no restrictions or
agreements or limitations on Executive’s right or ability to enter into this Agreement or
perform the terms set forth herein.
	 
	 	 
	17.   Withholdings:

	 	All payments set forth herein which are subject to withholding shall be made
less any required withholdings.
	 
	 	 
	18.    Binding
Arbitration:


	 	Any controversy arising out of relating to this Agreement or the Non-Competition
Agreement shall be settled by binding arbitration in New York City, New York in accordance
with the Commercial Arbitration Rules of the American Arbitration Association. The award
rendered in any such proceeding shall be final and binding, and judgment upon the award may
be entered in any court having jurisdiction thereof. The costs of any such arbitration
proceedings shall be borne equally by Opnext and Executive. Neither party shall be entitled
to recover attorneys’ fee or costs expended in the course of such arbitration or enforcement
of the award rendered thereunder.
	 
	 	 
	19.   Governing
Law:


	 	All issues and questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by,












 



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	 	and construed in accordance with, the internal laws of the State of
Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.
	 
	 	 
	20.   Notices:

	 	All notices in connection herewith or provided for hereunder shall be validly given
or made only if made in writing and delivered personally or mailed by registered or certified
mail, return receipt requested, postage prepaid to the party entitled or required to receive
the same, as follow:
	 
	 	 
	 

	 	          If to Executive, addressed to:
	 
	 	 
	 

	 	          Gilles Bouchard
	 

	 	          309 Eleanor Avenue
	 

	 	          Los Altos, CA 94022
	 
	 	 
	 

	 	          If to the Company, addressed to:
	 
	 	 
	 

	 	          Opnext, Inc.
	 

	 	          1 Christopher Way
	 

	 	          Eatontown, New Jersey 07724
	 

	 	          Attention: Chief Executive Officer
	 
	 	 
	19.   Section 409A:


	 	Certain payments and benefits under this Agreement may constitute “nonqualified
deferred compensation” within the meaning of Section 409A of the Code. To the extent
applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code
and Department of Treasury regulations and other interpretive guidance issued thereunder.
Notwithstanding any provision of this Agreement to the contrary, in the event that the Company
determines that any payments or benefits payable hereunder may be subject to Section 409A of
the Code, the Company may adopt such amendments to this Agreement or take any other actions
that the Company determines are necessary or appropriate to (i) exempt such payments and
benefits from Section 409A of the Code and/or preserve the intended tax treatment of such
payments or benefits, or (ii) comply with the requirements of Section 409A of the Code and
related Department of Treasury guidance and thereby avoid the application of penalty taxes
under Section 409A of the Code.






[Signature Page Follows]










 



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SIGNATURE PAGE TO AGREEMENT



IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year
first above written.




	 	 	 	 	 
	 	OPNEXT, INC.

 	 
	 	By:  	   /s/ Harry L. Bosco
 	 
	 	 	     Harry L. Bosco 	 
	 	 	     CEO and President 	 
	 
	 	AGREED TO AND ACCEPTED:

 	 
	 	   /s/ Gilles Bouchard
 	 
	 	Gilles Bouchard 	 
	 	 	 
	 










 



1


EXHIBIT A




GENERAL RELEASE OF CLAIMS




               For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of
Opnext, Inc. and each of its partners, associates, affiliates, subsidiaries, successors, heirs,
assigns, agents, directors, officers, employees, shareholders, representatives, lawyers,
accountants, insurers, and all persons acting by, through, under or in concert with them, or any of
them, of and from any and all manner of action or actions, cause or causes of action, in law or in
equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages,
losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or
contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have
against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the
beginning of time to the date hereof.  The Claims released herein include, without limiting the
generality of the foregoing, any Claims in any way arising out of, based upon, or related to the
employment or termination from employment of the undersigned by the Releasees, or any of them; any
Claim for benefits under any stock option or other equity-based incentive plan of the Releasees (or
any related agreement to which any Releasee is a party); any alleged breach of any express or
implied contract of employment; any alleged torts or other alleged legal restrictions on the
Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any
federal, state or local statute or ordinance including, without limitation, Title VII of the Civil
Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act,
and the California Fair Employment and Housing Act. Notwithstanding the foregoing, this Release
shall not operate to release any Claims which the undersigned may have to payments or benefits
under Section 13 of that certain Employment Agreement, dated as of November 1, 2007, by and between
Opnext, Inc. and the undersigned.



               THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH
THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:



               “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”



               THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY
HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.



               IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY
ADVISED AS FOLLOWS:









 



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               (1) HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE;



               (2) HE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT; AND



               (3) HE HAS SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE IT, AND THIS RELEASE WILL
BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD.



               The undersigned represents and warrants that there has been no assignment or other transfer of
any interest in any Claim which he may have against the Releasees, or any of them, and the
undersigned agrees to indemnify and hold the Releasees, and each of them, harmless from any
liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by the Releasees,
or any of them, as the result of any such assignment or transfer or any rights or Claims under any
such assignment or transfer.  It is the intention of the parties that this indemnity does not
require payment as a condition precedent to recovery by the Releasees against the undersigned under
this indemnity.



               The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or
relating to any of the Claims released hereunder or in any manner asserts against the Releasees, or
any of them, any of the Claims released hereunder, then the undersigned agrees to pay to the
Releasees, and each of them, in addition to any other damages caused to the Releasees thereby, all
attorneys’ fees incurred by the Releasees in defending or otherwise responding to said suit or
Claim.



               The undersigned further understands and agrees that neither the payment of any sum of money
nor the execution of this Release shall constitute or be construed as an admission of any liability
whatsoever by the Releasees, or any of them, who have consistently taken the position that they
have no liability whatsoever to the undersigned.


IN WITNESS WHEREOF, the undersigned has executed this Release this 1st day of November 2007.




	 	 	 
	/s/ Gilles Bouchard
 

Gilles Bouchard

	 	 







 











 





Opnext, Inc.




Nonqualified Stock Option Agreement




               THIS AGREEMENT (the “Agreement”), is made effective as of                     , 2007, (hereinafter called
the “Date of Grant”), between Opnext, Inc., a Delaware corporation (together with its Subsidiaries,
the “Company”), and Gilles Bouchard (hereinafter called the “Participant”).




R E C I T A L S




               WHEREAS, the Company maintains the Opnext, Inc. Amended and Restated 2001 Long-Term Stock
Incentive Plan (the “Plan”), which Plan is incorporated herein by reference and made a part of this
Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the
Plan; and



               WHEREAS, the Committee has determined that it would be in the best interests of the Company
and its stockholders to grant the option provided for herein (the “Option”) to the Participant
pursuant to the Plan and the terms set forth herein.



               NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:



               1. Grant of the Option. The Company hereby grants to the Participant the right and
option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any
part of an aggregate of 250,000 Shares, subject to adjustment as set forth in the Plan. The
purchase price of the Shares subject to the Option shall be $                     per Share (the “Exercise
Price”). The Option is intended to be a non-qualified stock option, and is not intended to be
treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as
amended.



               2. Vesting.



               (a) Subject to the Participant’s continued employment with the Company, the Option shall vest
and become exercisable with respect to 25% of the Shares initially subject to the Option on each of
the first, second, third and fourth anniversaries of the Vesting Commencement Date. For purposes
of this Agreement, “Vesting Commencement Date” shall mean November 1, 2007.



               At any time, the portion of the Option that has become vested and exercisable as described
above (or pursuant to Sections 2(b), 2(c) or 2(e) below) is hereinafter referred to as the “Vested
Portion.”



               (b) If the Participant’s employment with the Company is terminated by the Company without
Cause (as defined in Section 3) or by the Participant for Good Reason (as defined in Section 3),
the Option (i) shall thereupon vest with respect to the portion of the Option that would have
otherwise become vested during the 12 month period immediately succeeding the date of such
termination of employment had the Participant remained employed by the Company during such period,
and (ii) to the extent not then vested, shall thereupon automatically



 









 




be canceled without consideration and the Vested Portion of the Option shall remain
exercisable for the period set forth in Section 3(a).




               (c) If the Participant’s employment with the Company is terminated by reason of the
Participant’s death or Disability (as defined in Section 3), the Option shall, to the extent not
then vested, become fully vested and such Vested Portion shall remain exercisable for the period
set forth in Section 3(a).



               (d) If the Participant’s employment with the Company is terminated for any reason not
described in Sections 2(b) or 2(c), the Option, to the extent not then vested, shall thereupon
automatically be canceled without consideration and the Vested Portion of the Option shall remain
exercisable for the period set forth in Section 3(a).



               (e) Notwithstanding any other provisions of this Agreement to the contrary, in the event that
the Participant’s employment is terminated by the Company without Cause (as defined in Section 3)
or by the Participant for Good Reason (as defined in Section 3) during the twelve-month period
immediately following a Change in Control (as defined in the Plan), the Option shall, to the extent
not then vested and not previously canceled, immediately become fully vested and exercisable.



               3. Exercise of Option.



               (a) Period of Exercise. Subject to the provisions of the Plan and this Agreement, the
Participant may exercise all or any part of the Vested Portion of the Option at any time prior to
the earliest to occur of:




               (i) the tenth anniversary of the Date of Grant;




               (ii) one year following the date of the Participant’s termination of employment due to
death or “Disability” (as defined below);




               (iii) one year following the date of the Participant’s termination of employment by the
Company without “Cause” or by the Participant for “Good Reason” (each as defined below); and




               (iv) the date of the Participant’s termination of employment by the Company for Cause
or by the Participant for any reason.




               For purposes of this agreement:




               “Cause” shall mean “Cause” as defined in any employment agreement then in effect
between the Participant and the Company or if not defined therein or, if there shall be no
such agreement, (i) Participant’s engagement in misconduct which is materially injurious to
the Company or any of its Affiliates, (ii) Participant’s continued failure to substantially
perform his duties to the Company or any of its Subsidiaries, (iii) Participant’s repeated
dishonesty in the performance of his duties to the Company or any of its Subsidiaries, (iv)
Participant’s commission of an act or acts constituting any (x) fraud against, or
misappropriation or embezzlement from the Company or any of its



2









 






Affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a
jail sentence of at least 30 days or (v) Participant’s material breach of any
confidentiality, non-solicitation, non-competition or inventions covenant entered into
between the Participant and the Company or any of its Subsidiaries. The determination of
the existence of Cause shall be made by the Committee in good faith, which determination
shall be conclusive for purposes of this Agreement; and




               “Disability” shall mean “disability” as defined in any employment agreement then in
effect between the Participant and the Company or if not defined therein or if there shall
be no such agreement, as defined in the Company’s long-term disability plan as in effect
from time to time, or if there shall be no plan or if not defined therein, the Participant’s
becoming physically or mentally incapacitated and consequent inability for a period of six
(6) months in any twelve (12) consecutive month period to perform his duties to the Company;
and




               “Good Reason” shall mean “Good Reason” as defined in any employment agreement then in
effect between the Participant and the Company or if not defined therein or, if there shall
be no such agreement, the occurrence of any one or more of the following events without the
Participant’s prior written consent, unless the Company fully corrects the circumstances
constituting Good Reason within a reasonable period of time following written notice from
the Participant identifying the events or circumstances constituting Good Reason: (i) a
material and substantial diminution of the Participant’s duties or responsibilities,
excluding for this purpose an isolated and inadvertent action not taken in bad faith and
which is remedied by the Company, or (ii) a reduction by the Company of the Participant’s
base salary or target bonus opportunity.




               (b) Method of Exercise.




               (i) Subject to Section 3(a), the Vested Portion of the Option may be exercised by
delivering to the Company at its principal office written notice of intent to so exercise on
a form prescribed by the Company; provided that, the Option may be exercised with respect to
whole Shares only. Such notice shall specify the number of Shares for which the Option is
being exercised and shall be accompanied by payment in full of the Exercise Price. The
payment of the Exercise Price may be made in cash, or its equivalent, or, with the consent
of the Committee, (x) by exchanging Shares owned by the Participant (which are not the
subject of any pledge or other security interest and which have been owned by the
Participant for such period of time as is required to avoid adverse accounting consequences
to the Company) or (y) at any time that the Shares are publicly traded on a nationally
recognized stock exchange, through delivery of irrevocable instructions to a broker (as
selected or approved by the Committee) to sell the Shares otherwise deliverable upon the
exercise of the Option and to deliver promptly to the Company an amount equal to the
aggregate exercise price, or by a combination of the foregoing, provided that the combined
value of all cash and cash equivalents and the Fair Market Value of any such Shares so
tendered to the Company as of the date of such tender is at least equal to such aggregate
exercise price.



3









 






               (ii) In the event that the Company establishes, for itself or using the services of a
third party, an automated system for the exercise of options under the Plan, such as a
system using an internet website or interactive voice response, then the paperless exercise
of the Option by the Participant may be permitted through the use of such an automated
system.




               (iii) Notwithstanding any other provision of the Plan or this Agreement to the
contrary, the Option shall be exercised in accordance with any registration or qualification
of the Option or the Shares under applicable state and federal securities or other laws, or
under any ruling or regulation of any governmental body or national securities exchange that
the Committee shall in its sole discretion determine to be necessary or advisable.




               (iv) Upon the Company’s determination that the Option has been validly exercised as to
any of the Shares, the Company shall either (a) issue certificates in the Participant’s name
for such Shares or (b) issue such Shares in uncertificated form, with the Shares recorded in
the name of the Participant in the books and records of the Company’s transfer agent.
However, the Company shall not be liable to the Participant for damages relating to any
delays in issuing the Shares to him, the loss of any certificates, or any mistakes or errors
in the issuance of the Shares or in the certificates themselves.




               (v) In the event of the Participant’s death, the Vested Portion of the Option shall
remain exercisable by the Participant’s executor or administrator, or the person or persons
to whom the Participant’s rights under this Agreement shall pass by will or by the laws of
descent and distribution as the case may be, to the extent set forth in Section 3(a). Any
heir or legatee of the Participant shall take rights herein granted subject to the terms and
conditions hereof.



               (c) Conditions to Issuance of Shares. The Company shall not be required to issue or
deliver any Shares purchased upon the exercise of the Option or portion thereof prior to
fulfillment of all of the following conditions:




               (i) The admission of such Shares to listing on all stock exchanges on which the
Company’s common stock is then listed;




               (ii) The completion of any registration or other qualification of such Shares under any
state or federal law or under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body, which the Committee shall, in its
absolute discretion, deem necessary or advisable;




               (iii) The obtaining of any approval or other clearance from any state or federal
governmental agency which the Committee shall, in its absolute discretion, determine to be
necessary or advisable;




               (iv) The receipt by the Company of full payment for such Shares, including payment of
any applicable withholding tax, which may be in one or more of the forms of consideration
permitted under Section 3(b)(i) above; and



4









 






               (v) The lapse of such reasonable period of time following the exercise of the Option as
the Committee may from time to time establish for reasons of administrative convenience.



               (d) No Right to Exercise. Notwithstanding the foregoing with respect to any
termination of employment, the Vested Portion of the Option may not be exercised pursuant to this
Section 3 if the Company in its sole discretion determines that the Participant has, at any time
during the term of employment or following termination of employment, violated the terms of any
agreement with the Company or a Subsidiary regarding competition with the business of the Company
or any Subsidiary, interference with contractual or business relationships of the Company or any
Subsidiary, solicitation of employees, officers, partners, agents, or consultants of the Company or
a Subsidiary or other similar covenant. In the event that a Participant violates the terms of any
such agreement, the Company may cause such Participant to forfeit all of his or her outstanding
Options.



               4. No Right to Continued Employment. Neither the Plan nor this Agreement shall be
construed as giving the Participant the right to be retained in the employ of, or in any consulting
relationship to, the Company or any Affiliate. Further, the Company or an Affiliate may at any
time dismiss the Participant or discontinue any consulting relationship, free from any liability or
any claim under the Plan or this Agreement, unless otherwise expressly provided in the Plan or in a
written agreement between such Participant and the Company.



               5. No Rights as Stockholder. The Participant shall not be, nor have any of the rights
or privileges of, a stockholder of the Company in respect of any Shares purchasable upon the
exercise of any part of the Option unless and until certificates representing such Shares shall
have been issued by the Company to the Participant or such Shares have been issued in
uncertificated form and recorded in the name of the Participant in the books and records of the
Company’s transfer agent.



               6. Legend on Certificates. The certificates representing the Shares purchased by
exercise of the Option shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the Plan or the rules, regulations, and other requirements of
the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and
any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions.



               7. Transferability. The Option may not be transferred or assigned by the Participant
otherwise than by will or by the laws of descent and distribution, and any such purported transfer
or assignment shall be void and unenforceable against the Company or any Affiliate; provided that
the designation of a beneficiary shall not constitute a transfer or assignment. No such permitted
transfer of the Option to heirs or legatees of the Participant shall be effective to bind the
Company unless the Committee shall have been furnished with written notice thereof and a copy of
such evidence as the Committee may deem necessary to establish
the validity of the transfer and the acceptance by the transferee or transferees of the terms
and conditions hereof.



5









 





               8. Withholding.



               (a) The Participant may be required to pay to the Company or any Affiliate, and the Company or
any Affiliate shall have the right and is hereby authorized to withhold from any payment due or
transfer made under the Option or under the Plan or from any compensation or other amount owing to
a Participant, the amount (in cash, Shares, other securities, other Awards or other property) of
any applicable withholding taxes in respect of the Option, its exercise, or any payment or transfer
under the Option or under the Plan and to take such action as may be necessary in the opinion of
the Company to satisfy all obligations for the payment of such taxes.



               (b) Without limiting the generality of clause (a) above, the Participant may satisfy, in whole
or in part, the foregoing withholding liability by delivery of Shares owned by the Participant
(which are not subject to any pledge or other security interest) with a Fair Market Value equal to
such withholding liability or by having the Company withhold from the number of Shares otherwise
issuable pursuant to the exercise of the Option a number of Shares with a Fair Market Value equal
to such withholding liability. Notwithstanding any other provision of the Plan or this Agreement,
the number of Shares which may be withheld to satisfy the Participant’s federal, state, local and
foreign income and payroll tax liabilities with respect to the Option, its exercise, or any payment
or transfer under the Option shall be limited to the number of shares which have a Fair Market
Value on the date of withholding equal to the aggregate amount of such liabilities based on the
minimum statutory withholding rates for federal, state, local and foreign income tax and payroll
tax purposes that are applicable to such supplemental taxable income.



               9. Securities Laws. Upon the acquisition of any Shares pursuant to the exercise of
the Option, the Participant will make or enter into such written representations, warranties and
agreements as the Committee may reasonably request in order to comply with applicable securities
laws or with this Agreement.



               10. Notices. Any notice necessary under this Agreement shall be addressed to the
Company in care of its Secretary at the principal executive office of the Company and to the
Participant at the address appearing in the personnel records of the Company for the Participant or
to either party at such other address as either party hereto may hereafter designate in writing to
the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.



               11. Choice of Law. THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



               12. Option Subject to Plan. By entering into this Agreement the Participant agrees
and acknowledges that the Participant has received and read a copy of the Plan. The Option is
subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time
are hereby incorporated herein by reference. In the event of a conflict between any
term or provision contained herein and a term or provision of the Plan, the applicable terms
and provisions of the Plan will govern and prevail.



6









 





               13. Signature in Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.



               IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above-written.



	 	 	 	 	 
	 

	 	OPNEXT, INC.	 	 
	 
	 	 	 	 
	 

	 	 

By:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

GILLES BOUCHARD
	 	 







7












 





OPNEXT, INC.

AMENDED AND RESTATED 2001 LONG-TERM STOCK INCENTIVE PLAN




RESTRICTED STOCK AGREEMENT




          This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made effective as of                     , 2007
(the “Grant Date”), between Opnext, Inc., a Delaware corporation (together with its
Subsidiaries, the “Company”) and Gilles Bouchard (the “Restricted Stockholder”).



          WHEREAS, the Company maintains the Opnext, Inc. Amended and Restated 2001 Long-Term Stock
Incentive Plan (the “Plan”);



          WHEREAS, the Company wishes to carry out the Plan (the terms of which are hereby incorporated
by reference and made a part of this Agreement);



          WHEREAS, the Plan provides for the issuance of shares of the Company’s common stock, par value
$0.01 per share (the “Common Stock”), subject to certain restrictions thereon
(“Restricted Stock”);



          WHEREAS, the Committee, appointed to administer the Plan, has determined that it would be to
the advantage and in the best interest of the Company and its stockholders to issue the Restricted
Stock provided for herein to the Restricted Stockholder as an inducement to enter into or remain in
the service of the Company, and as an incentive for increased efforts during such service, and has
advised the Company thereof and instructed the undersigned officer to issue said Restricted Stock;
and



          WHEREAS, all capitalized terms used herein without definition shall have the meanings ascribed
to such terms in the Plan.



          NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good
and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby
agree as follows:



ARTICLE I.

AWARD OF RESTRICTED STOCK




     Section 1.1 – Award of Restricted Stock



          For good and valuable consideration, on the Grant Date the Company hereby issues to the
Restricted Stockholder, and the Restricted Stockholder hereby purchases from the Company, forty
thousand (40,000) shares of Common Stock upon the terms and conditions set forth in this Agreement.
The purchase price of the shares of Common Stock to be purchased by the Restricted Stockholder
pursuant to this Agreement shall be $0.01 per share without commission or other charge.



 









 





          Notwithstanding anything to the contrary anywhere else in this Agreement, the Restricted Stock
is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by
reference.



     Section 1.2 – Consideration to Company



          In consideration for the issuance of Restricted Stock by the Company, the Restricted
Stockholder agrees to render faithful and efficient services to the Company, with such duties and
responsibilities as shall from time to time be prescribed. Nothing in this Agreement or in the
Plan shall confer upon the Restricted Stockholder any right to continue in the service of the
Company or shall interfere with or restrict in any way the rights of the Company, which are hereby
expressly reserved, to discharge the Restricted Stockholder at any time for any reason whatsoever,
with or without cause.



ARTICLE II.

RESTRICTIONS




     Section 2.1 – Repurchase of Restricted Stock



          In the event that the Restricted Stockholder’s employment with the Company is terminated for
any reason, the Company shall have the right to repurchase from the Restricted Stockholder any or
all shares of Restricted Stock then subject to Restrictions at a cash price per share equal to the
price paid by the Restricted Stockholder for such Restricted Stock. The Company shall exercise
such repurchase right by delivering written notice to the Restricted Stockholder within one hundred
eighty (180) days after the date on which the Restricted Stockholder’s employment terminates,
specifying the number of shares of Restricted Stock to be purchased, the purchase price, and the
time and place of the closing of such repurchase.



          For purposes of this Agreement, the term “Restrictions” shall mean the exposure to
repurchase set forth in this Section 2.1 hereof and the restrictions on sale or other transfer set
forth in Sections 2.5 and 2.6.



     Section 2.2 – Forfeiture of Restricted Stock



          The Company shall not be required to issue or register shares of Restricted Stock in book
entry or certificated form if the Company in its sole discretion determines that the Restricted
Stockholder has, at any time during the term of employment or following termination of employment,
violated the terms of any agreement with the Company regarding competition with the business of the
Company, interference with contractual or business relationships of the Company, solicitation of
employees, officers, partners, agents, or consultants of the Company or other similar covenant. In
the event that a Restricted Stockholder violates the terms of any such agreement, the Company may
cause the Restricted Stockholder to forfeit all of his or her Restricted Stock.



     Section 2.3 – Legend



          Any certificates representing shares of Restricted Stock issued pursuant to this Agreement
shall, until all Restrictions lapse, bear the following legend or legend substantially similar
thereto:



2









 






“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO FORFEITURE, REACQUISITION AND/OR
CERTAIN RESTRICTIONS ON TRANSFERABILITY UNDER
THE TERMS OF THAT CERTAIN RESTRICTED STOCK
AGREEMENT BY AND BETWEEN OPNEXT, INC. AND THE
REGISTERED OWNER OF SUCH SECURITIES, AND SUCH
SECURITIES MAY NOT BE, DIRECTLY OR INDIRECTLY,
OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY
CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS
OF SUCH AGREEMENT.”



     Section 2.4 – Lapse of Restrictions




          (a) Subject to paragraph (b) below and to Sections 2.1 and 2.2 hereof, the Restrictions
shall lapse with respect to fifty percent (50%) of the shares of the Restricted Stock on
each of November 1, 2008 and November 1, 2009.




          (b) Notwithstanding the foregoing, in the event of a Change in Control, the
Restrictions shall lapse with respect to all of the shares of the Restricted Stock
immediately prior to the consummation of such Change in Control.



     Section 2.5 – Restricted Stock Not Transferable



          Until the Restrictions hereunder lapse or expire pursuant to this Agreement, neither the
Restricted Stock (including any shares received by holders thereof with respect to shares of
Restricted Stock as a result of stock dividends, stock splits or any other form of
recapitalization) nor any interest or right therein or part thereof shall be liable for the debts,
contracts, or engagements of the Restricted Stockholder or his or her successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or involuntary or by operation
of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy) and any attempted disposition thereof shall be null and void and of no
effect; provided, however, that this Section 2.5 shall not prevent transfers by
will or by the applicable laws of descent and distribution or pursuant to a domestic relations
order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.



     Section 2.6 – Restrictions on New Shares



          In the event that the outstanding shares of Common Stock are changed into or exchanged for a
different number or kind of capital stock or other securities of the Company or of another
corporation or other entity by reason of merger, consolidation, recapitalization, reclassification,
stock split, stock dividend or combination of shares, such new or additional or
different shares or securities which are issued upon conversion of or in exchange or
substitution for shares of Restricted Stock which are then subject to Restrictions shall be
considered to be Restricted Stock and shall be subject to all of the Restrictions, unless the
Committee provides for the expiration of the Restrictions on the shares of Restricted Stock with
respect to which the distribution of the new or additional or different shares or securities is
made.



3









 





ARTICLE III.

MISCELLANEOUS




     Section 3.1 – Holding Period



          Notwithstanding any provision of this Agreement to the contrary, in the event that the
purchase of the Restricted Stock is not exempt under Section 16 of the Exchange Act on the Grant
Date, the Restricted Stock may not be sold, assigned or otherwise transferred or exchanged until at
least six months and one day have elapsed from the Grant Date.



     Section 3.2 – Conditions to Issuance of Stock Certificates



          Shares of Restricted Stock may be either previously authorized but unissued shares or issued
shares which have then been reacquired by the Company. Upon payment of the purchase price set
forth in Section 1.1, such shares shall be fully paid and nonassessable. The shares of stock
issued pursuant to this Agreement shall be held in book entry form and no certificates shall be
issued therefor; provided, however, that certificates may be issued for shares of
stock issued pursuant to this Agreement at the request of the holder and in accordance with the
Articles of Incorporation and bylaws of the Company, as amended and supplemented from time to time.
The Company shall not be required to issue such shares in book entry or certificated form prior to
fulfillment of all of the following conditions:



          (a) The admission of such shares to listing on all stock exchanges on which such class of
stock is then listed;



          (b) The completion of any registration or other qualification of such shares under any state
or federal law or under rulings or regulations of the Securities and Exchange Commission or of any
other governmental regulatory body, which the Committee shall, in its absolute discretion, deem
necessary or advisable;



          (c) The obtaining of any approval or other clearance from any state or federal governmental
agency which the Committee shall, in its absolute discretion, determine to be necessary or
advisable;



          (d) The lapse of such reasonable period of time as the Committee may from time to time
establish for reasons of administrative convenience;



          (e) The receipt by the Company of full payment for such shares, including payment of any
applicable withholding tax to the Company; and



          (f) The lapse of all Restrictions with respect to the shares represented by such
certificate(s).



     Section 3.3 – Instructions to Transfer Agent



          (a) The Restricted Stockholder hereby authorizes and directs the Company’s transfer agent to
transfer the shares of Restricted Stock which are subject to the Restrictions from the Restricted
Stockholder to the Company in the event of repurchase of such shares by the Company pursuant to
Section 2.1 or forfeiture of such shares pursuant to Section 2.2.



4









 





          (b) To insure the availability for delivery of the Restricted Stock upon repurchase pursuant
to Section 2.1 or forfeiture of shares pursuant to Section 2.2, the Restricted Stockholder hereby
appoints the transfer agent as its attorney-in-fact to sell, assign and transfer unto the Company,
such shares, if any, repurchased pursuant to this Agreement and shall, upon execution of this
Agreement, deliver and deposit with the Secretary of the Company or such other person designated by
the Company for delivery to the transfer agent in connection with any such repurchase, the Stock
Assignment duly endorsed in blank, substantially in the form attached hereto as Exhibit A
(the “Stock Assignment”) and the Instructions to Transfer Agent, substantially in the form
attached hereto as Exhibit B. As a further condition to the Company’s obligations under
this Agreement, the spouse of the Restricted Stockholder, if any, shall execute and deliver to the
Company the Consent of Spouse, substantially in the form attached hereto as Exhibit C (the
“Consent of Spouse”).



     Section 3.4 – Notices



          Any notice to be given by the Restricted Stockholder under the terms of this Agreement shall
be addressed to the Secretary of the Company (or, in the event that the Restricted Stockholder is
the Secretary of the Company, then to the Company’s Vice President of Human Resources). Any notice
to be given to the Restricted Stockholder shall be addressed to him or her at the address given
beneath his or her signature hereto. By a notice given pursuant to this Section 3.4, either party
may hereafter designate a different address for notices to be given to him. Any notice which is
required to be given to the Restricted Stockholder shall, if Restricted Stockholder is then
deceased, be given to the Restricted Stockholder’s personal representative if such representative
has previously informed the Company of his or her status and address by written notice under this
Section 3.4. Any notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or upon deposit in the United States mail by
certified mail, with postage and fees prepaid, addressed as set forth above or upon confirmation of
delivery by a nationally recognized overnight delivery service.



     Section 3.5 – Rights as Stockholder



          Except as otherwise provided herein, the holder of the Restricted Stock shall have all the
rights of a stockholder with respect to the Restricted Stock, including the right to vote the
Restricted Stock and the right to receive all dividends or other distributions paid or made with
respect to the Restricted Stock; provided, however, that in the discretion of the
Committee, any
extraordinary distributions with respect to the Restricted Stock that is subject to the
Restrictions shall also be subject to the Restrictions.



5









 





     Section 3.6 – Conformity to Securities Laws



          The Restricted Stockholder acknowledges that the Plan and this Agreement are intended to
conform to the extent necessary with all provisions of all applicable laws, rules and regulations
(including, but not limited to the Securities Act of 1933, as amended, and the Exchange Act and any
and all regulations and rules promulgated by the Securities and Exchange Commission thereunder,
including without limitation the applicable exemptive conditions of Rule 16b-3 under the Exchange
Act) and to such approvals by any listing, regulatory or other governmental authority as may, in
the opinion of counsel for the Company, be necessary or advisable in connection therewith.
Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Restricted
Stock is granted, only in such a manner as to conform to such laws, rules and regulations. To the
extent permitted by applicable law, the Plan, this Agreement and the Restricted Stock shall be
deemed amended to the extent necessary to conform to such laws, rules and regulations.



     Section 3.7 – Amendments



          This Agreement and the Plan may be amended by the Company without the consent of the
Restricted Stockholder; provided, however, that no such amendment shall, without
the consent of the Restricted Stockholder, impair any rights of the Restricted Stockholder under
this Agreement. Neither this Agreement, the Stock Assignment, the Instructions to the Transfer
Agent, the Consent of Spouse nor the Plan may be altered, amended, modified or revoked by the
Restricted Stockholder (or spouse of the Restricted Stockholder) other than by a writing signed by
the Company.



     Section 3.8 – Tax Withholding



          The Company shall be entitled to require payment in cash or deduction from other compensation
payable to the Restricted Stockholder of any sums required by federal, state, local or foreign law
to be withheld with respect to the issuance, vesting, or payment of the Restricted Stock. The
Committee may in its discretion and in satisfaction of the foregoing requirement allow the
Restricted Stockholder to elect to have the Company withhold shares of Common Stock otherwise
issuable under such award (or allow the return of shares of Common Stock) having a Fair Market
Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan
or this Agreement, the number of shares of Common Stock which may be withheld with respect to the
issuance, vesting or payment of the Restricted Stock (or which may be repurchased from the
Restricted Stockholder within six months after such shares of Common Stock were acquired by the
Restricted Stockholder from the Company) in order to satisfy the Restricted Stockholder’s income
and payroll tax liabilities with respect to the issuance, vesting or payment of the Restricted
Stock shall be limited to the number of shares which have a Fair Market Value on the date of
withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum
statutory withholding rates for income and payroll tax purposes that are applicable to such
supplemental taxable income.



6









 





     Section 3.9 – Governing Law



          This Agreement shall be administered, interpreted and enforced under the internal laws of the
State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of New York.



     Section 3.10 – Stop Transfer Instructions



          To ensure compliance with the Restrictions, the Company may issue appropriate “stop transfer”
instructions to its transfer agent with respect to the Restricted Stock.



[SIGNATURE PAGE FOLLOWS]




7









 








     IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of
the date first above-written.



	 	 	 	 	 
	 	 	OPNEXT, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	RESTRICTED STOCKHOLDER
	 
	 	 	 	 
	 
	 	 	 
	 	 	Gilles Bouchard
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 
	 	 	Taxpayer Identification Number:
	 
	 	 	 	 
	 	 	                                                            






8









 






EXHIBIT A TO RESTRICTED STOCK AGREEMENT




STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE(S)




          FOR VALUE RECEIVED,                                          hereby sells, assigns and transfers unto
Opnext, Inc., a Delaware corporation (the “Company”), pursuant to the repurchase right or
forfeiture provisions under that certain Restricted Stock Agreement, dated                      by and
between the undersigned and the Company (the “Agreement”),                     
(                    ) shares of Common Stock of the Company standing in the undersigned’s name on the
books of the Company and does hereby irrevocably constitute and appoint the Company’s Secretary to
transfer or direct the Company’s Transfer Agent to transfer said Common Stock on the books of the
Company with full power of substitution in the premises.



          This Stock Assignment Separate from Certificate(s) may be used only in accordance with and
subject to the terms and conditions of the Agreement, in connection with the repurchase or
forfeiture of shares of Common Stock issued to the undersigned pursuant to the Agreement, and only
to the extent that such shares remain subject to forfeiture or the Company’s repurchase option
under the Agreement.



	 	 	 	 	 
	Dated:                                         
	 	 	 	 
	 

	 	 

	 	 
	 

	 	(Signature)	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	(Print Name)	 	 





(Instruction: Please do not fill in any blanks other than the “Signature” line and the
“Print Name” line.)





A - 1









 








EXHIBIT B 

TO RESTRICTED STOCK AGREEMENT




INSTRUCTIONS TO TRANSFER AGENT




[Name and address of Transfer Agent]




OR



The Acting Transfer Agent of Opnext, Inc.,

if different than [current Transfer Agent]




To Whom It May Concern:




     Terms used but not defined herein shall have the meanings set forth in that certain Restricted
Stock Agreement (“Agreement”), dated                     , 2007 among Opnext, Inc., a Delaware corporation
(together with its Subsidiaries, the “Company”) and Gilles Bouchard (the “Restricted
Stockholder”) to which a copy of these Instructions to Transfer Agent are attached as
Exhibit B. As Transfer Agent for the Company, you are hereby authorized as follows:



     1. In the event of repurchase of any shares by the Company pursuant to Section 2.1 of the
Agreement or forfeiture of such shares pursuant to Section 2.2 of the Agreement, the Company or its
assignee will give to Restricted Stockholder and you a written notice specifying the number of
shares of Common Stock to be purchased, the purchase price, and the time for a closing hereunder at
the principal office of the Company. Restricted Stockholder and the Company hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice in accordance with
the terms of said notice.



     2. At the closing you are directed (a) to date any stock assignments necessary for the
transfer in question, (b) to fill in the number of shares being transferred, (c) reflect such
transfer on the books of the Company and (d) to deliver same, together with the certificate
evidencing the shares of Common Stock to be transferred, if such shares are certificated, to the
Company and (e) take all such other actions as may be necessary to reflect the transfer of such
shares from the Restricted Stockholder to the Company against the simultaneous delivery to you of
the purchase price (which may include suitable acknowledgment of cancellation of indebtedness) of
the number of shares of Common Stock being purchased or forfeited.



     3. Restricted Stockholder does hereby irrevocably constitute and appoint you as the Restricted
Stockholder’s attorney-in-fact and agent for the term set forth below to execute with respect to
such securities and other property all documents of assignment and/or transfer and all stock
certificates necessary or appropriate to make all securities negotiable and complete any
transaction herein contemplated.



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     4. These Instructions to Transfer Agent shall terminate upon expiration or lapse in full of
the Restrictions described in the Agreement, whichever occurs first.



     5. These Instructions to Transfer Agent may not be altered, amended, modified or revoked other
than by a writing signed by all of the parties hereto.



     6. You shall be obligated only for the performance of such duties as are specifically set
forth herein and may rely and shall be protected in relying or refraining from acting on any
instrument reasonably believed by you to be genuine and to have been signed or presented by the
proper party or parties or their assignees. You shall not be personally liable for any act you may
do or omit to do hereunder as Transfer Agent or as attorney-in-fact for Restricted Stockholder
while acting in good faith and any act done or omitted by you pursuant to the advice of your own
attorneys shall be conclusive evidence of such good faith.



     7. You are hereby expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, excepting only orders or process of courts of
law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of
any court. In case you obey or comply with any such order, judgment or decree of any court, you
shall not be liable to any of the parties hereto or to any other person, firm or corporation by
reason of such compliance, notwithstanding any such order, judgment or decree being subsequently
reversed, modified, annulled, set aside, vacated or found to have been entered without
jurisdiction.



     8. You shall not be liable in any respect on account of the identity, authority or rights of
the parties executing or delivering or purporting to execute or deliver the Agreement or any
documents or papers deposited or called for hereunder.



     9. You shall not be liable for the outlawing of any rights under any statute of limitations
with respect to these Instructions to Transfer Agent or any documents deposited with you.



     10. Your responsibilities as Transfer Agent hereunder shall terminate if you shall cease to be
the Transfer Agent of the Company. In the event of any such termination, the Company may appoint
any officer or assistant officer of the Company or any new transfer agent as the new transfer agent
for the Company and Restricted Stockholder hereby confirms the appointment of such successor or
successors as the Restricted Stockholder’s attorney-in-fact and agent to the full extent of your
appointment.



     11. If you reasonably require other or further instruments in connection with these
Instructions to Transfer Agent or obligations in respect hereto, the necessary parties hereto shall
join in furnishing such instruments.



     12. It is understood and agreed that should any dispute arise with respect to the delivery
and/or ownership or right of possession of the securities, you are authorized and directed to
retain in your possession without liability to anyone all or any part of said securities until such
dispute shall have been settled either by mutual written agreement of the parties concerned or by
a final order, decree or judgment of a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to
institute or defend any such proceedings.




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     13. Any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or sent by telegram or fax or upon deposit in the United
States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the
other party at the addresses set forth on the signature pages hereto or at such other address as
such party may designate by ten (10) days’ advance written notice to the other party hereto.



     14. You shall be entitled to employ such legal counsel as you may deem necessary properly to
advise you in connection with your obligations hereunder. You may rely upon the advice of such
counsel, and may pay such counsel reasonable compensation therefor. The Company shall be
responsible for all reasonable fees generated by such third party legal counsel in connection with
your obligations hereunder.



     15. These Instructions to Transfer Agent shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. It is understood and agreed
that references to “you” or “your” herein refer to the original transfer agent and to any and all
successor transfer agents. It is understood and agreed that the Company may at any time or from
time to time assign its rights under the Agreement and these Instructions to Transfer Agent in
whole or in part.



     16. These Instructions to Transfer Agent shall be governed by and interpreted and determined
in accordance with the laws of the State of New York, as such laws are applied by New York courts
to contracts made and to be performed entirely in New York by residents of that state.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, these Instructions to Transfer Agent have been executed and delivered by
the parties hereto.



	 	 	 	 	 
	 	 	OPNEXT, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 
	 	 	 	 
	 	 	1 Christopher Way

Eatontown, NJ 07724
	 
	 	 	 	 
	 	 	RESTRICTED STOCKHOLDER
	 
	 	 	 	 
	 
	 	 	 
	 	 	Gilles Bouchard
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	                                        
	 
	 	 	 	 
	 	 	                                        






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EXHIBIT C TO RESTRICTED STOCK AGREEMENT



CONSENT OF SPOUSE




     I,                     , spouse of Gilles Bouchard, have read and approve the foregoing
Restricted Stock Agreement (the “Agreement”). In consideration of granting of the right to
my spouse to purchase shares of Opnext, Inc. as set forth in the Agreement, I hereby appoint my
spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and
agree to be bound by the provisions of the Agreement insofar as I may have any rights in said
Agreement or any shares issued pursuant thereto under the community property laws or similar laws
relating to marital property in effect in the state of our residence as of the date of the signing
of the foregoing Agreement.



	 	 	 	 	 	 	 
	Dated:                                         
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Print Name:	 	 
	 

	 	 	 	 	 	 






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