Exhibit 10.45
 FORM OF STOCK OPTION AGREEMENT BETWEEN AVANEX AND CERTAIN OF ITS DIRECTORS
  1)
    
    Nature of the Option. This Option is a nonstatutory option and is not intended to
qualify for any special tax benefits to the Optionee.2)
    
    Exercise Price. The exercise price is $[___] for each share of Common Stock.3)
    
    Exercise of Option. This Option shall be exercisable during its term in accordance
with the provisions of Section 8 of the Plan as follows:
 i)
    
    Right to Exercise.
 a)
    
    This Option shall vest and become exercisable as to one-hundred percent (100%) of
the Shares subject to the Option on the one year anniversary of its date of grant,
provided that the Optionee continues to serve as a Director on such date.b)
    
    In no event shall any Option be exercisable prior to the date the stockholders of
the Company approve the Plan.c)
    
    This Option may not be exercised for a fraction of a share.d)
    
    In the event of Optionees death, disability or other termination of service as a
Director, the exercisability of the Option is governed by Section 8 of the Plan.
 ii)
    
    Method of Exercise. This Option shall be exercisable by written notice, which
shall state the election to exercise the Option and the number of Shares in respect of
which the Option is being exercised. Such written notice, in the form attached hereto as
Exhibit A, shall be signed by the Optionee and shall be delivered in person or by certified
mail to the Secretary of the Company. The written notice shall be accompanied by payment
of the exercise price.
 4)
    
    Method of Payment. Payment of the exercise price shall be by any of the following,
or a combination thereof, at the election of the Optionee:
 i)
    
    cash;ii)
    
    check; oriii)
    
    surrender of other shares which (x) in the case of Shares acquired upon exercise of an
Option, have been owned by the Optionee for more than six (6) months on the date of
surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised; oriv)
    
    delivery of a properly executed exercise notice together with such other documentation
as the Company and the broker, if applicable, shall require to effect an exercise of the
Option and delivery to the Company of the sale or loan proceeds required to pay the
exercise price.
 5)
    
    Restrictions on Exercise. This Option may not be exercised if the issuance of such
Shares upon such exercise or the method of payment of consideration for such shares would
constitute a violation of any applicable federal or state securities or other law or
regulations, or if such issuance would not comply with the requirements of any stock exchange
upon which the Shares may then be listed. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the Company as may be
required by any applicable law or regulation.6)
    
    Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during
the lifetime of Optionee only by the Optionee. The terms of this Option shall be binding upon
the executors, administrators, heirs, successors and assigns of the Optionee.7)
    
    Term of Option. This Option may not be exercised more than ten (10) years from the
date of grant of this Option, and may be exercised during such period only in accordance with
the Plan and the terms of this Option.8)
    
    Taxation Upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income
for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares
purchased over the exercise price paid for such Shares. Since the Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited
circumstances the
measurement and timing of such income (and the commencement of any capital gain holding period)
may be deferred, and the Optionee is advised to contact a tax advisor concerning the application
of Section 83 in general and the




---



##### 



availability a Section 83(b) election in particular in
connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any
difference between the sale price and the Fair Market Value of the Shares on the date of
exercise of the Option, to the extent not included in income as described above, will be treated
as capital gain or loss.
  Avanex Corporation,
a Delaware corporationBy:  Dated:
    
    
    
    Optionee
 EXHIBIT A  DIRECTOR OPTION EXERCISE NOTICE
 
 1)
    
    Exercise of Option. The undersigned (the Optionee) hereby elects to exercise
Optionees option to purchase             shares of the Common Stock (the Shares) of Avanex
Corporation (the Company) under and pursuant to the Companys 1999 Director Option Plan and
the Director Option Agreement dated  (the Agreement).2)
    
    Representations of Optionee. Optionee acknowledges that Optionee has received, read
and understood the Agreement.3)
    
    Federal Restrictions on Transfer. Optionee understands that the Shares must be held
indefinitely unless they are registered under the Securities Act of 1933, as amended (the 1933
Act), or unless an exemption from such registration is available, and that the certificate(s)
representing the Shares may bear a legend to that effect. Optionee understands that the
Company is under no obligation to register the Shares and that an exemption may not be
available or may not permit Optionee to transfer Shares in the amounts or at the times
proposed by Optionee.4)
    
    Tax Consequences. Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionees purchase or disposition of the Shares. Optionee
represents that Optionee has consulted with any tax consultant(s) Optionee deems advisable in
connection with the purchase or disposition of the Shares and that Optionee is not relying on
the Company for any tax advice.5)
    
    Delivery of Payment. Optionee herewith delivers to the Company the aggregate
purchase price for the Shares that Optionee has elected to purchase and has made provision for
the payment of any federal or state withholding taxes required to be paid or withheld by the
Company.6)
    
    Entire Agreement. The Agreement is incorporated herein by reference. This Exercise
Notice and the Agreement constitute the entire agreement of the parties and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof. This Exercise Notice and the Agreement are governed by California law
except for that body of law pertaining to conflict of laws.
 Submitted by:
    
    Accepted by:OPTIONEE:
    
    AVANEX CORPORATIONBy:
    
    By:Address:
    
    Its:Dated:
    
    
    
    Dated: