exv10w3






Exhibit 10.3




CONSULTING AGREEMENT




     This Consulting Agreement (“Agreement”) is made and entered into as of November 4, 2009
(“Effective Date”) by and between Oplink Communications, Inc., a Delaware corporation, its
subsidiaries, affiliates, successors or assigns (collectively, “Oplink” or the “Company”), and
Leonard J. LeBlanc (“Consultant”). The Company desires to retain Consultant as an independent
contractor to perform consulting services for the Company and Consultant is willing to perform such
services on terms set forth more fully below. In consideration of the mutual promises contained
herein, the parties agree as follows:



     1. SERVICES AND COMPENSATION



     (a) Consultant agrees to perform for the Company the services described in Exhibit A
(“Services”).



     (b) The Company agrees to pay Consultant the compensation set forth in Exhibit A for
the performance of the Services.



     2. CONFIDENTIALITY



     (a) “Confidential Information” means any Company proprietary information, technical data,
trade secrets or know-how, including, but not limited to, marketing, finances or other business
information disclosed by the Company either directly or indirectly and either orally or in writing.



     (b) Consultant will not, during or subsequent to the term of this Agreement, use the Company’s
Confidential Information for any purpose whatsoever other than the performance of the Services on
behalf of the Company or disclose the Company’s Confidential Information to any third party.
Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure
of such Confidential Information. Confidential Information does not include information which (i)
is known to Consultant at the time of disclosure to Consultant by the Company as evidenced by
written records of Consultant, (ii) has become publicly known and made generally available through
no wrongful act of Consultant, or (iii) has been rightfully received by Consultant from a third
party who is authorized to make such disclosure.



     3. CONFLICTING OBLIGATIONS



     Consultant certifies that Consultant has no outstanding agreement or obligation that is in
conflict with any of the provisions of this Agreement, or that would preclude Consultant from
complying with the provisions hereof, and further certifies that Consultant will not enter into any
such conflicting agreement during the term of this Agreement.



     5. TERM AND TERMINATION



     (a) This Agreement will terminate on the first anniversary of the Effective Date, unless
extended by written agreement of both parties. In addition, either party may terminate this
Agreement in the event of a breach of any material provision of this Agreement by the other party,
where such breach is not cured within thirty (30) days after notice to the breaching party.



     (b) Upon such termination all rights and duties of the parties toward each other shall cease
except:



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     (i) that the Company shall be obliged to pay, within thirty (30) days of the effective date of
termination, all amounts owing to Consultant for unpaid Services and related expenses, if any, in
accordance with the provisions of Section 1 (Services and Compensation) hereof; and



     (ii) Sections 2 (Confidentiality) and 6 (Independent Contractors) shall survive termination of
this Agreement.



     6. INDEPENDENT CONTRACTOR



     Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent,
employee or representative of the Company, but Consultant shall perform the Services hereunder as
an independent contractor.



     7. GOVERNING LAW



     This Agreement shall be governed by the laws of the State of California as applied to
agreements entered into and performed within California by residents of that state. Consultant
hereby expressly consents to the nonexclusive personal jurisdiction and venue of the state and
federal courts located in the federal Northern District of California for any lawsuit filed there
against me by the Company arising from or relating to this Agreement.



     8. ENTIRE AGREEMENT



     This Agreement and the Exhibit hereto form the entire agreement of the parties and supersede
any prior agreements between them with respect to the subject matter hereof.



     9. WAIVER



     Waiver of any term or provision of this Agreement or forbearance to enforce any term or
provision by either party shall not constitute a waiver as to any subsequent breach or failure of
the same term or provision or a waiver of any other term or provision of this Agreement.



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



	 	 	 	 	 	 	 
	CONSULTANT

	 	 	 	OPLINK COMMUNICATIONS INC.
	 	 
	 
	 	 	 	 	 	 
	/s/ Leonard J. LeBlanc

	 	 	 	/s/ Joseph Liu	 	 
	 

	 	 	 	 	 	 
	Leonard J. LeBlanc

	 	 	 	Name: Joseph Liu	 	 
	 

	 	 	 	Title:   President and CEO	 	 






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EXHIBIT A




1. Services to be performed by Consultant



     Consultant will provide advisory services relating to financial matters, including
financial reporting, internal and external audit matters and internal controls. Services may
include reviewing annual and quarterly reports prior to filing with the SEC and responding to
inquiries from the CFO or other members of management regarding finance matters. There is no
minimum hours of service requirement under the Agreement.



2. Compensation to be paid to Consultant



     Consultant will be paid cash consulting fees equal to $55,000 per annum, to be paid
quarterly at the time that directors fee are paid. Consultant will also receive 4,000 shares of
fully-vested, unrestricted common stock of the Company at the time of the next annual equity
award grant to Company directors in August 2010.



	 	 	 	 	 	 	 
	Agreed by:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	CONSULTANT

	 	 
	 	OPLINK COMMUNICATIONS INC.
	 	 
	 
	 	 	 	 	 	 
	/s/ Leonard J. LeBlanc

	 	 	 	/s/ Joseph Liu	 	 
	 

	 	 	 	 	 	 
	Leonard J. LeBlanc

	 	 	 	Name: Joseph Liu	 	 
	 

	 	 	 	Title:   President and CEO	 	 







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