Form of Section 16 Officer Performance Share Agreement



 Exhibit 10.2 
 INFINERA CORPORATION 
 2007 EQUITY INCENTIVE PLAN 

FORM OF NOTICE OF GRANT OF ANNUAL PERFORMANCE SHARES 
 Unless otherwise defined herein, the terms defined in the 2007 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Annual Performance Shares
(the “Notice of Grant”) and Terms and Conditions of Performance Share Grant, attached hereto as Exhibit A (together, the “Agreement”). 

 

					
	Participant:	 	  
	 	
			
	Address:	 	  
	 	
			
		 	  
	 	

 Participant has been granted the right to receive an Award of Performance Shares, subject to the
terms and conditions of the Plan and this Agreement, as follows: 
  

					
	Grant Number:	 	  
	  	
			
	Date of Grant:	 	  
	  	
			
	Vesting Commencement Date:	 	  
	  	
			
	Target Number of	 		  	
	Performance Shares:	 	  
	  	

 Vesting Schedule: Subject to any acceleration provisions contained in the Plan, any
agreement between Participant and the Company, or set forth below, the Performance Shares will vest in accordance with the following schedule: 
  

							
	SHARES	 		 	VEST DATE	 	
				
	  
	 		 	  
	 	
				
	  
	 		 	  
	 	
				
	  
	 		 	  
	 	
				
	  
	 		 	  
	 	

 Participant and the Company agree that this Award of Performance Shares is granted under and
governed by the terms and conditions of the Plan and this Agreement. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully
understands all provisions of the Plan and this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement. Participant
further agrees to notify the Company upon any change in the residence address indicated above. 

  
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 Participant acknowledges and agrees that by clicking the “ACCEPT” button on
E*TRADE’s on-line grant agreement response page, it will act as Participant’s electronic signature to the Agreement and will result in a contract between Participant and the Company with respect to this Award of Performance Shares.

 INFINERA CORPORATION 

  
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 EXHIBIT A 

TERMS AND CONDITIONS OF PERFORMANCE STOCK UNIT GRANT 
 1. Grant. The Company hereby grants to the Participant named in the Notice of Grant (the “Participant”) under the Plan an Award of Performance Shares, subject to all of the terms
and conditions in this Agreement and the Plan, which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this
Agreement, the terms and conditions of the Plan will prevail. 
 2. Company’s Obligation to Pay. Each Performance
Share represents the right to receive a Share on the date it vests. Unless and until the Performance Shares will have vested in the manner set forth in Section 3, Participant will have no right to payment of any such Performance Shares. Prior
to actual payment of any vested Performance Shares, the Performance Shares will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. 

3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the Performance Shares awarded by this
Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Performance Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any
of the provisions of this Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. 
 4.(a) Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Performance Shares at any
time, subject to the terms of the Plan. If so accelerated, such Performance Shares will be considered as having vested as of the date specified by the Administrator. 
 (b) Acceleration Relating to Death or Disability. Without limiting the terms of Section 4(a), if a Participant acquires a Disability or ceases to be a Service Provider by reason of the
Participant’s death (except resulting from suicide), then one hundred percent (100%) of the Target Number of Performance Shares shall convert on a one-for-one basis into restricted stock units with immediate vesting as of the date
Participant acquired the Disability or the date of Participant’s termination due to death. 
 5. Forfeiture upon
Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Agreement, unless otherwise agreed to in writing by the Administrator, the balance of the Performance Shares that have not vested as of the time of
Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate. 

  
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 6. Payment after Vesting. 

(a) Subject to Section 8, any Performance Shares that vest will be paid to Participant (or in the event of
Participant’s death, to his or her estate) in whole Shares. Subject to the provisions of Section 6(b), such vested Performance Shares shall be paid in Shares as soon as practicable after vesting, but in each such case no later than the
date that is two-and-one-half (2 1/2) months from
the later of (i) the end of the Company’s tax year that includes the vesting date, or (ii) the end of Participant’s tax year that includes the vesting date. 

(b) Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the
balance, of the Performance Shares is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined
by the Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated
Performance Shares will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such
accelerated Performance Shares will not be made until the date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless Participant dies following his or her termination as a Service
Provider, in which case, the Performance Shares will be paid in Shares to Participant’s estate as soon as practicable following his or her death. It is the intent of this Agreement to comply with the requirements of Section 409A so that
none of the Performance Shares provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this
Agreement, “Section 409A” means Section 409A of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time. 

7. Death of Participant. Any distribution or delivery to be made to Participant under this Agreement will, if Participant is then
deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his
or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 

8. Withholding of Taxes. Until and unless the Administrator determines otherwise, on the date or dates on which tax or
other withholding obligations (if any) arise with respect to the Performance Shares (or as soon as administratively practicable thereafter), the Company will withhold the minimum number of whole Shares that have an aggregate Fair Market Value
sufficient to pay the minimum statutorily required income, employment and other applicable taxes required to be withheld by the Company pursuant to such procedures as the Administrator in its sole discretion may specify from time to time. The value
of the withheld Shares will be used to satisfy Participant’s minimum tax withholding obligations arising with respect to the Performance Shares. Only whole Shares will be withheld to satisfy any tax withholding obligations pursuant to this
Section 8. If the value of the withheld Shares exceeds Participant’s minimum tax withholding obligations, such excess value will be remitted to Participant pursuant to such procedures as the Administrator may specify from time to time.
By accepting this Award, Participant expressly consents to the withholding of Shares to cover Participant’s tax withholding obligations and agrees and acknowledges that Participant may not satisfy such tax withholding obligations by any means
other than such withholding of Shares unless required to do so by the Administrator or pursuant to the Administrator’s express written consent. 

  
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 If the Administrator determines not to allow for satisfaction of Participant’s tax
withholding obligations through the withholding of Shares as described in the previous paragraph, under a broker-assisted program approved by the Administrator in its discretion from time to time, the number of Shares that have an aggregate market
value sufficient to pay the minimum income, employment and other applicable taxes required to be withheld by the Company will be sold at the prevailing market price pursuant to such procedures as the Administrator in its sole discretion may specify
from time to time. The proceeds of such sale shall be used to pay Participant’s tax withholding obligations (and any associated broker or other fees) for the Performance Shares. Only whole Shares will be sold to satisfy any tax withholding
obligations pursuant to this Section 8. The number of Shares sold will be rounded up to the nearest whole Share, with a cash refund remitted to Participant for the value of the Shares sold in excess of the tax withholding obligations (and any
associated broker or other fees), all pursuant to such procedures as the Administrator may specify from time to time. Notwithstanding the foregoing, the Participant may elect to settle his or her tax obligations by depositing an amount in cash
sufficient to cover such tax obligations under a broker-assisted program approved by the Administrator in its discretion from time to time. By accepting this Award, Participant expressly consents to the sale of Shares to cover the tax withholding
obligations (and any associated broker or other fees) and agrees and acknowledges that Participant may not satisfy such obligations by any means other than such sale of Shares, if the Administrator determines not to allow for satisfaction of
Participant’s tax withholding obligations through the withholding of Shares as described in the previous paragraph, as set forth under this Section 8, unless required to do so by the Administrator or pursuant to the Administrator’s
express written consent. 
 If the Administrator determines not to allow for satisfaction of Participant’s tax
withholding obligations through either method described in the foregoing paragraphs of this Section 8, prior to the issuance of Shares in accordance with Section 6, Participant will pay, or make adequate arrangements satisfactory to the
Company (in its sole discretion) to satisfy all tax withholding and payment on account obligations of the Company. In this regard, Participant authorizes the Company to withhold all applicable tax withholding obligations legally payable by
Participant from Participant’s wages or other cash compensation payable to Participant by the Company. Alternatively, the Administrator, in its sole discretion may require Participant to satisfy his or her tax withholding obligations, in whole
or in part by paying cash. 
 Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares
will be issued to Participant nor will Participant otherwise be recorded as the legal or beneficial owner of the Shares on the records of the transfer agent or registrar or otherwise, unless and until all income, employment and other taxes have been
withheld with respect to such Shares. All income and other taxes related to the Performance Shares and any Shares delivered in payment thereof are the sole responsibility of Participant. 

  
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 9. Rights as Stockholder. Neither Participant nor any person claiming under or
through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the
Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares. 
 10. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND
AGREES THAT THE VESTING OF THE PERFORMANCE SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF PERFORMANCE SHARES OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN
DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE
PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 11. Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at Infinera Corporation, 169 Java Drive, Sunnyvale, CA 94089, or at
such other address as the Company may hereafter designate in writing. 
 12. Grant is Not Transferable. Except to the
limited extent provided in Section 7, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale
under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby immediately will become null and void. 
 13.
Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the
parties hereto. 
 14. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its
discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to
the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to
the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably
anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of
any such governmental authority. 

  
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 15. Plan Governs. This Agreement is subject to all terms and provisions of the Plan.
In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Agreement will have the meaning set forth in
the Plan. 
 16. Administrator Authority. The Administrator will have the power to interpret the Plan and this Agreement
and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Performance
Shares have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will
be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. 
 17. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Performance Shares awarded under the Plan or future Performance Shares that may be
awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan
through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. 
 18. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. 

19. Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision
will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement. 
 20. Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this
Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the
Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply
with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Performance Shares. 

  
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 21. Amendment, Suspension or Termination of the Plan. By accepting this Award,
Participant expressly warrants that he or she has received an Award of Performance Shares under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be
amended, suspended or terminated by the Company at any time. 
 22. Governing Law. This Agreement shall be governed by
the laws of the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Performance Shares or this Agreement, the parties hereby submit to and
consent to the jurisdiction of the State of California, and agree that such litigation shall be conducted in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of
California, and no other courts, where this Award of Performance Shares is made and/or to be performed. 

  
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