Exhibit 10.25
  Granted Under Amended and Restated 2004 Stock Incentive Plan
 Grant of Option
   Vesting Schedule
   Exercise of Option
 Form of Exercise
 Continuous Relationship with the Company Required




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Termination of Relationship with the Company
 provided that
   Exercise Period Upon Death or Disability provided that
 Discharge for Cause
  2




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Tax Matters
 Withholding
 Disqualifying Disposition
 Nontransferability of Option
  Data Protection
  Provisions of the Plan
   3




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Granted Under Amended and Restated 2004 Stock Incentive Plan
 Grant of Option
   Vesting Schedule
   Exercise of Option
 Form of Exercise
  1




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Continuous Relationship with the Company Required
 Termination of Relationship with the Company
 provided that
   Exercise Period Upon Death or Disability provided that
  2




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Discharge for Cause
 Withholding
  Nontransferability of Option
  Provisions of the Plan
   3




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Oclaro, Inc.
 Granted Under the Amended and Restated 2004 Stock Incentive Plan
 Agreement DATE OF GRANT Company NAME OF EMPLOYEE Participant
  Definitions Plan
 Issuance of Shares Merger Agreement #
of RSU Shares Common
Stock Grant Date
 Vesting
 Vesting Date
     - 1 -




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Restrictions on Transfer
 transfer
  Escrow Exhibit A Exhibit B
 Restrictive Legends
  Provisions of the Plan
 Withholding Taxes; No Section 83(b) Election Employer Tax-Related Items
  - 2 -




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Nature of Grant
        - 3 -




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e.g.,
 Data Privacy Participant hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of Participants personal data as
described in this document by and among, as applicable, the Employer, the Company and its
subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing
Participants participation in the Plan.
 Data
  - 4 -




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e.g.
 Miscellaneous
 No Rights to Employment
 Severability
 Waiver
 Binding Effect
 Notice
 Pronouns
  - 5 -




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Entire Agreement
 Amendment
 Governing Law
 Interpretation
 Participants Acknowledgments
 Delivery of Certificates
 No Deferral
 Electronic Delivery
 Section 409A
  - 6 -




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Definitions
 Cause
 Change in Control
 Exchange Act Person Outstanding Company Common
Stock Outstanding Company Voting
Securities provided, however
 Continuing Director provided, however
  - 7 -




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Business
Combination Acquiring Corporation
  Change in Control Date
 GAAP
 Good Reason
 Measurement
Date
  - 8 -




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Net Product Revenues
 Specified Company Products
  - 9 -




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OCLARO, INC.HOLDER:Employees NameAddress:
  - 10 -




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EXHIBIT A
  Joint Escrow Instructions
 
 
  Appointment
 Forfeiture of Shares
 Sale of Shares upon Vesting
  - 11 -




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Withdrawal
 Duties of Escrow Agent
         - 12 -




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Notice
 COMPANY:
    
    Notices to the Company shall be sent to the address set forth in the salutation hereto, Attn: Corporate Secretary.HOLDER:
    
    Notices to Holder shall be sent to the address set forth below Holders signature below.ESCROW AGENT:
    
    Notices to the Escrow Agent shall be sent to the address set forth in the salutation hereto.
  - 13 -




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Miscellaneous
   Very truly yours,OCLARO, INC.HOLDER:Employees NameAddress:Date Signed:
 ESCROW AGENT:
   - 14 -




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EXHIBIT B
 
 Dated:IN PRESENCE OFEmployees Name
   - 15 -




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Oclaro, Inc.
 Granted Under the Amended and Restated 2004 Stock Incentive Plan
 Agreement DATE OF GRANT Company NAME OF EMPLOYEE Participant
  Definitions Plan
 Issuance of Shares # of RSA Shares Common Stock
 Vesting
      - 1 -




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Automatic Sale Upon Vesting
    Restrictions on Transfer
 transfer
  Escrow Exhibit A Exhibit B
  - 2 -




---



##### 



Restrictive Legends
  Provisions of the Plan
 Withholding Taxes; No Section 83(b) Election Employer Tax-Related Items
   - 3 -




---



##### 



Nature of Grant
            - 4 -




---



##### 



e.g.,
 Data Privacy Participant hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of Participants personal data as
described in this document by and among, as applicable, the Employer, the Company and its
subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing
Participants participation in the Plan.
 Data
 e.g.
  - 5 -




---



##### 



Miscellaneous
 No Rights to Employment
 Severability
 Waiver
 Binding Effect
 Notice
 Pronouns
 Entire Agreement
 Amendment
 Governing Law
  - 6 -




---



##### 



Interpretation
 Participants Acknowledgments
 Delivery of Certificates
 No Deferral
 Electronic Delivery
 Section 409A
 Definitions
 Cause
  - 7 -




---



##### 



Change in Control
 Exchange Act Person Outstanding
Company Common Stock Outstanding Company
Voting Securities provided, however
 Continuing Director provided, however
 Business
Combination Acquiring
Corporation
   - 8 -




---



##### 



Change in Control Date
 GAAP
 Good Reason
 Measurement
Date
     - 9 -




---



##### 



Net Product Revenues
 Specified Company Products
  - 10 -




---



##### 



OCLARO, INC.HOLDER:Employees NameAddress:
  - 11 -




---



##### 



EXHIBIT A
  Joint Escrow Instructions
 
 
  Appointment
 Forfeiture of Shares
 Sale of Shares upon Vesting
  - 12 -




---



##### 



Withdrawal
 Duties of Escrow Agent
        - 13 -




---



##### 



Notice
 COMPANY:
    
    Notices to the Company shall be sent to the address set
forth in the salutation hereto, Attn: Corporate Secretary.HOLDER:
    
    Notices to Holder shall be sent to the address set forth
below Holders signature below.ESCROW AGENT:
    
    Notices to the Escrow Agent shall be sent to the address set
forth in the salutation hereto.
  - 14 -




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Miscellaneous
   Very truly yours,OCLARO, INC.HOLDER:Employees NameAddress:Date Signed:
 ESCROW AGENT:
   - 15 -




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EXHIBIT B
 
 Dated:IN PRESENCE OFEmployees Name
   - 16 -