exv10w2






Exhibit 10.2




OPLINK COMMUNICATIONS, INC.




2000 EMPLOYEE STOCK PURCHASE PLAN



(Amended and Restated Effective November 4, 2009)



     1. Purpose.



     (a) The purpose of this Amended and Restated 2000 Employee Stock Purchase Plan (the “Plan”) is
to provide a means by which employees of Oplink Communications, Inc. (the “Company”) and its
Affiliates, as defined in subparagraph 1(b), which are designated as provided in subparagraph 2(b),
may be given an opportunity to purchase common stock of the Company (the “Common Stock”).



     (b) The word “Affiliate” as used in the Plan means any parent corporation or subsidiary
corporation of the Company, as those terms are defined in Sections 424(e) and (f), respectively, of
the Internal Revenue Code of 1986, as amended (the “Code”).



     (c) The Company, by means of the Plan, seeks to retain the services of its employees, to
secure and retain the services of new employees, and to provide incentives for such persons to
exert maximum efforts for the success of the Company.



     (d) The Company intends that the rights to purchase stock of the Company granted under the
Plan be considered options issued under an “employee stock purchase plan” as that term is defined
in Section 423(b) of the Code.



     2. Administration.



          (a) The Plan shall be administered by the Board of Directors (the “Board”) of the Company
unless and until the Board delegates administration to a Committee, as provided in subparagraph
2(c). Whether or not the Board has delegated administration, the Board shall have the final power
to determine all questions of policy and expediency that may arise in the administration of the
Plan.



          (b) The Board shall have the power, subject to, and within the limitations of, the express
provisions of the Plan:



               (i) To determine when and how rights to purchase stock of the Company shall be granted and the
provisions of each offering of such rights (which need not be identical).



               (ii) To designate from time to time which Affiliates of the Company shall be eligible to
participate in the Plan.



               (iii) To construe and interpret the Plan and rights granted under it, and to establish, amend
and revoke rules and regulations for its administration. The Board, in the exercise of this power,
may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective.



               (iv) To amend the Plan as provided in paragraph 13.



               (v) To terminate or suspend the Plan as provided in paragraph 15.



               (vi) Generally, to exercise such powers and to perform such acts as the Board deems necessary
or expedient to promote the best interests of the Company and its Affiliates and to carry out the



 









 







intent that the Plan be treated as an “employee stock purchase plan” within the meaning of
Section 423 of the Code.



          (c) The Board may delegate administration of the Plan to a Committee composed of not fewer
than two (2) members of the Board (the “Committee”). If administration is delegated to a Committee,
the Committee shall have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions
of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee
at any time and revest in the Board the administration of the Plan.



     3. Shares Subject To The Plan.



          (a) Subject to the provisions of paragraph 13 relating to adjustments upon changes in
securities, the shares of the Common Stock that may be sold pursuant to rights granted under the
Plan shall not exceed in the aggregate 2,857,142 shares of Common Stock. If any right granted under
the Plan shall for any reason terminate without having been exercised, the shares of the Common
Stock not purchased under such right shall again become available for the Plan.



          (b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the
market or otherwise.



     4. Grant Of Rights; Offering.



               The Board or the Committee may from time to time grant or provide for the grant of rights to
purchase Common Stock of the Company under the Plan to eligible employees (an “Offering”) on a date
or dates (the “Offering Date(s)”) selected by the Board or the Committee. Each Offering shall be in
such form and shall contain such terms and conditions as the Board or the Committee shall deem
appropriate, which shall comply with the requirements of Section 423(b)(5) of the Code that all
employees granted rights to purchase stock under the Plan shall have the same rights and
privileges. The terms and conditions of an Offering shall be incorporated by reference into the
Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical,
but each Offering shall include (through incorporation of the provisions of this Plan by reference
in the document comprising the Offering or otherwise) the period during which the Offering shall be
effective, which period shall not exceed twenty-seven (27) months beginning with the Offering Date,
and the substance of the provisions contained in paragraphs 5 through 8, inclusive.



     5. Eligibility.



          (a) Rights may be granted only to employees of the Company or, as the Board or the Committee
may designate as provided in subparagraph 2(b), to employees of any Affiliate of the Company.
Except as provided in subparagraph 5(b), an employee of the Company or any Affiliate shall not be
eligible to be granted rights under the Plan unless, on the Offering Date, such employee has been
in the employ of the Company or any Affiliate for such continuous period preceding such grant as
the Board or the Committee may require, but in no event shall the required period of continuous
employment be greater than two (2) years. In addition, unless otherwise determined by the Board or
the Committee and set forth in the terms of the applicable Offering, no employee of the Company or
any Affiliate shall be eligible to be granted rights under the Plan unless, on the Offering Date,
such employee’s customary employment with the Company or such Affiliate is for at least twenty (20)
hours per week and at least five (5) months per calendar year.



          (b) The Board or the Committee may provide that each person who, during the course of an
Offering, first becomes an eligible employee of the Company or designated Affiliate will, on a date
or dates specified in the Offering, which date coincides with the day on which such person becomes
an eligible



-2-









 







employee or occurs thereafter, receive a right under that Offering, which right shall
thereafter be deemed to be a part of that Offering. Such right shall have the same characteristics
as any rights originally granted under that Offering, as described herein, except that:



               (i) the date on which such right is granted shall be the “Offering Date” of such right for all
purposes, including determination of the exercise price of such right;



               (ii) the period of the Offering with respect to such right shall begin on its Offering Date
and end coincident with the end of such Offering; and



               (iii) the Board or the Committee may provide that if such person first becomes an eligible
employee within a specified period of time before the end of the Offering, he or she will not
receive any right under that Offering.



          (c) No employee shall be eligible for the grant of any rights under the Plan if, immediately
after any such rights are granted, such employee owns stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the Company or of any
Affiliate. For purposes of this subparagraph 5(c), the rules of Section 424(d) of the Code shall
apply in determining the stock ownership of any employee, and stock which such employee may
purchase under all outstanding rights and options shall be treated as stock owned by such employee.



          (d) An eligible employee may be granted rights under the Plan only if such rights, together
with any other rights granted under “employee stock purchase plans” of the Company and any
Affiliates, as specified by Section 423(b)(8) of the Code, do not permit such employee to purchase
stock of the Company or any Affiliate at a rate that exceeds twenty-five thousand dollars ($25,000)
of fair market value of such stock (determined at the time such rights are granted) for each
calendar year in which such rights are outstanding at any time, as determined in accordance with
Section 423 of the Code and the regulations thereunder.



          (e) Officers of the Company and any designated Affiliate shall be eligible to participate in
Offerings under the Plan; provided, however, that the Board may provide in an Offering that certain
employees who are highly compensated employees within the meaning of Section 423(b)(4)(D) of the
Code shall not be eligible to participate.



     6. Rights; Purchase Price.



          (a) On each Offering Date, each eligible employee, pursuant to an Offering made under the
Plan, shall be granted the right to purchase up to that number of shares of Common Stock of the
Company purchasable with up to twenty percent (20%) (or such lower percentage as may be designated
by the Board or Committee) of such employee’s Earnings (as defined in subparagraph 7(a)) during the
period which begins on the Offering Date (or such later date as the Board or the Committee
determines for a particular Offering) and ends on the date stated in the Offering, which date shall
be no later than the end of the Offering. The Board or the Committee shall establish one or more
dates during an Offering (the “Purchase Date(s)”) on which rights granted under the Plan shall be
exercised and purchases of Common Stock carried out in accordance with such Offering.



          (b) In connection with each Offering made under the Plan, the Board or the Committee may
specify a maximum number of shares that may be purchased by any employee as well as a maximum
aggregate number of shares that may be purchased by all eligible employees pursuant to such
Offering. In addition, in connection with each Offering that contains more than one Purchase Date,
the Board or the Committee may specify a maximum aggregate number of shares that may be purchased
by all eligible



-3-









 







employees on any given Purchase Date under the Offering. If the aggregate number of shares
issuable upon exercise of rights granted under the Offering would exceed any such maximum aggregate
number, the Board or the Committee shall make a pro rata allocation of the shares available in as
nearly a uniform manner as shall be practicable and as it shall deem to be equitable. Unless and
until the Board or the Committee provide otherwise, in no event will an eligible employee be
permitted to purchase more than 25,000 shares of the Common Stock on any one Purchase Date (subject
to any adjustment pursuant to Section 12) and any such purchase will be subject to the limitations
set forth in Sections 5. The Board or the Committee may, for future Offerings, increase or
decrease, in its absolute discretion, the maximum number of shares of Common Stock that an eligible
employee may purchase on any Purchase Date.



          (c) The purchase price of stock acquired pursuant to rights granted under the Plan shall be
not less than the lesser of:



               (i) an amount equal to eighty-five percent (85%) of the fair market value of the stock on the
Offering Date; or



               (ii) an amount equal to eighty-five percent (85%) of the fair market value of the stock on the
Purchase Date.



     Fair market value will be determined by the Board or the Committee, as of any date, by
reference to the price of Common Stock on any established stock exchange or a national market
system on the day of determination if the Common Stock is so listed on any established stock
exchange or a national market system. If the Common Stock is not listed on any established stock
exchange or a national market system, the value of the Common Stock as the Board or the Committee
may determine in good faith.



     7. Participation; Withdrawal; Termination.



          (a) An eligible employee may become a participant in the Plan pursuant to an Offering by
delivering a participation agreement to the Company within the time specified in the Offering, in
such form as the Company provides. Each such agreement shall authorize payroll deductions of up to
the maximum percentage specified by the Board or the Committee of such employee’s Earnings during
the Offering. “Earnings” is defined as an employee’s wages (including amounts thereof elected to be
deferred by the employee, that would otherwise have been paid, under any arrangement established by
the Company that is intended to comply with Section 125, 401(k), 402(h) or 403(b) of the Code or
that provides non-qualified deferred compensation), overtime pay, bonuses, incentive pay,
commissions and other remuneration paid directly to the employee, but excluding profit sharing, the
cost of employee benefits paid for by the Company or an Affiliate, education or tuition
reimbursements, imputed income arising under any group insurance or benefit program, traveling
expenses, business and moving expense reimbursements, income received in connection with stock
options, contributions made by the Company or an Affiliate under any employee benefit plan, and
similar items of compensation, as determined by the Board or the Committee. The payroll deductions
made for each participant shall be credited to an account for such participant under the Plan and
shall be deposited with the general funds of the Company. A participant may reduce (including to
zero) or increase such payroll deductions, and an eligible employee may begin such payroll
deductions, after the beginning of any Offering only as provided for in the Offering. A
participant may make additional payments into his or her account only if specifically provided for
in the Offering and only if the participant has not had the maximum amount withheld during the
Offering.



          (b) At any time during an Offering, a participant may terminate his or her payroll deductions
under the Plan and withdraw from the Offering by delivering to the Company a notice of withdrawal
in such form as the Company provides. Such withdrawal may be elected at any time prior to the end
of the Offering except as provided by the Board or the Committee in the Offering. Upon such
withdrawal from the Offering



-4-









 







by a participant, the Company shall distribute to such participant all of his or her
accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to
acquire stock for the participant) under the Offering, without interest, and such participant’s
interest in that Offering shall be automatically terminated. A participant’s withdrawal from an
Offering will have no effect upon such participant’s eligibility to participate in any other
Offerings under the Plan but such participant will be required to deliver a new participation
agreement in order to participate in subsequent Offerings under the Plan.



          (c) Rights granted pursuant to any Offering under the Plan shall terminate immediately upon
cessation of any participating employee’s employment with the Company and any designated Affiliate,
for any reason, and the Company shall distribute to such terminated employee all of his or her
accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to
acquire stock for the terminated employee), under the Offering, without interest.



          (d) Rights granted under the Plan shall not be transferable by a participant otherwise than by
will or the laws of descent and distribution, or by a beneficiary designation as provided in
paragraph 14 and, otherwise during his or her lifetime, shall be exercisable only by the person to
whom such rights are granted.



     8. Exercise.



          (a) On each Purchase Date specified in the relevant Offering, each participant’s accumulated
payroll deductions and other additional payments specifically provided for in the Offering (without
any increase for interest) will be applied to the purchase of whole shares of stock of the Company,
up to the maximum number of shares permitted pursuant to the terms of the Plan and the applicable
Offering, at the purchase price specified in the Offering. No fractional shares shall be issued
upon the exercise of rights granted under the Plan. The amount, if any, of accumulated payroll
deductions remaining in each participant’s account after the purchase of shares that is less than
the amount required to purchase one share of stock on the final Purchase Date of an Offering shall
be held in each such participant’s account for the purchase of shares under the next Offering under
the Plan, unless such participant withdraws from such next Offering, as provided in subparagraph
7(b), or is no longer eligible to be granted rights under the Plan, as provided in paragraph 5, in
which case such amount shall be distributed to the participant after such final Purchase Date,
without interest. Any amount of accumulated payroll deductions remaining in a participant’s account
after the purchase of shares that equals or exceeds the amount required to purchase a whole share
of stock on the final Purchase Date of an Offering shall be distributed in full to the participant
after such Purchase Date, without interest.



          (b) No rights granted under the Plan may be exercised to any extent unless the shares to be
issued upon such exercise under the Plan are covered by an effective registration statement
pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the Plan is in
material compliance with all applicable state, foreign and other securities and other laws
applicable to the Plan. If, on the Purchase Date of any Offering hereunder, the shares to be issued
under the Plan are not so registered or the Plan is not in such compliance, no rights granted under
the Plan or any Offering shall be exercised on such Purchase Date. If, on the Purchase Date of any
Offering hereunder, such shares are not registered and the Plan is not in such compliance, no
rights granted under the Plan or any Offering shall be exercised and all payroll deductions
accumulated during the Offering (reduced to the extent, if any, such deductions have been used to
acquire stock) shall be distributed to the participants, without interest.



     9. Covenants of the Company.



          (a) During the terms of the rights granted under the Plan, the Company shall keep available at
all times the number of shares of stock required to satisfy such rights.



-5-









 





          (b) The Company shall seek to obtain from each federal, state, foreign or other regulatory
commission or agency having jurisdiction over the Plan such authority as may be required to issue
and sell shares of stock upon exercise of the rights granted under the Plan. If, after reasonable
efforts, the Company is unable to obtain from any such regulatory commission or agency the
authority which counsel for the Company deems necessary for the lawful issuance and sale of stock
under the Plan, the Company shall be relieved of any liability for failure to issue and sell stock
upon exercise of such rights unless and until such authority is obtained.



     10. Use of Proceeds From Stock.



               Proceeds from the sale of stock pursuant to rights granted under the Plan shall constitute
general funds of the Company.



     11. Rights as a Stockholder.



               A participant shall not be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any shares subject to rights granted under the Plan unless and until the
participant’s shares acquired upon exercise of rights under the Plan are recorded in the books of
the Company.



     12. Adjustments Upon Changes in Stock.



     (a) In the event that any dividend or other distribution (whether in the form of cash, Common
Stock, other securities, or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of
Common Stock or other securities of the Company, or other change in the corporate structure of the
Company affecting the Common Stock occurs, the Board, in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the Plan, will, in such
manner as it may deem equitable, adjust the number and class of Common Stock that may be delivered
under the Plan, the purchase price per share and the number of shares of Common Stock covered by
each option under the Plan that has not yet been exercised, and the numerical limits of Sections 3
and 6(b). Such adjustments shall be made by the Board, the determination of which shall be final,
binding and conclusive.



     (b) In the event of: (1) a dissolution or liquidation of the Company, (2) the sale of all or
substantially all of the securities or assets of the Company, (3) a merger or consolidation in
which the Company is not the surviving corporation or (4) a reverse merger in which the Company is
the surviving corporation but the shares of Common Stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, then any surviving corporation may assume outstanding rights or
substitute similar rights for those under the Plans. If no surviving corporation assumes
outstanding rights or substitutes similar rights therefor, the Offerings with respect to which such
rights relate will be shortened by setting a new Purchase Date on which such Offering shall end.
The new Purchase Date will occur before the date of the Company’s proposed transaction described
above. The Board will notify each participant in writing prior to the new Purchase Date, that the
Purchase Date for the participant’s option has been changed to the new Purchase Date and that the
participant’s right will be exercised automatically on the new Purchase Date, unless prior to such
date the participant has withdrawn from the Offering.



     13. Amendment of the Plan.



     (a) The Board at any time, and from time to time, may amend the Plan. However, except as
provided in paragraph 12 relating to adjustments upon changes in stock, no amendment shall be
effective



-6-









 







unless approved by the stockholders of the Company within twelve (12) months before or after
the adoption of the amendment, where the amendment will:




               (i) Increase the number of shares reserved for rights under the Plan;




               (ii) Modify the provisions as to eligibility for participation in the Plan (to the
extent such modification requires stockholder approval in order for the Plan to obtain
employee stock purchase plan treatment under Section 423 of the Code; or




               (iii) Modify the Plan in any other way if such modification requires stockholder
approval in order for the Plan to obtain employee stock purchase plan treatment under
Section 423 of the Code.



     It is expressly contemplated that the Board may amend the Plan in any respect the Board deems
necessary or advisable to provide eligible employees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations promulgated thereunder relating to
employee stock purchase plans and/or to bring the Plan and/or rights granted under it into
compliance therewith.



     (b) Rights and obligations under any rights granted before amendment of the Plan shall not be
impaired by any amendment of the Plan, except (i) with the consent of the person to whom such
rights were granted, (ii) as necessary to comply with any laws or governmental regulations, or
(iii) as necessary to ensure that the Plan and/or rights granted under the Plan comply with the
requirements of Section 423 of the Code.



     14. Designation of Beneficiary.



     (a) A participant may file a written designation of a beneficiary who is to receive any shares
and cash, if any, from the participant’s account under the Plan in the event of such participant’s
death subsequent to the end of an Offering but prior to delivery to the participant of such shares
and cash. In addition, a participant may file a written designation of a beneficiary who is to
receive any cash from the participant’s account under the Plan in the event of such participant’s
death during an Offering.



     (b) Such designation of beneficiary may be changed by the participant at any time by written
notice. In the event of the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant’s death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of the Company), the
Company, in its sole discretion, may deliver such shares and/or cash to the spouse or to any one or
more dependents or relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.



     15. Termination or Suspension of the Plan.



     (a) The Board in its discretion, may suspend or terminate the Plan at any time. No rights may
be granted under the Plan while the Plan is suspended or after it is terminated.



     (b) Rights and obligations under any rights granted while the Plan is in effect shall not be
altered or impaired by suspension or termination of the Plan, except (i) as expressly provided in
the Plan or with the consent of the person to whom such rights were granted, (ii) as necessary to
comply with any laws or governmental regulation, or (iii) as necessary to ensure that the Plan
and/or rights granted under the Plan comply with the requirements of Section 423 of the Code.



-7-









 





     (c) Notwithstanding the foregoing, the Plan shall continue in effect unless terminated sooner
under this Section 15.



     16. Effective Date of Plan.



     The Plan was originally adopted by the Board in July 2000 and originally approved by the
stockholders of the Company in September 2000. The amendment and restatement of the Plan was
adopted by the Board on September 23, 2009 and was approved by the stockholders of the Company, and
became effective, on November 4, 2009.



     17. Automatic Transfer to Lower Price Offering Period.



     To the extent permitted by applicable laws, if the fair market value of the Common Stock on
any Purchase Date in an Offering is lower than the fair market value of the Common Stock on the
Offering Date of such Offering, then all participants in such Offering will be automatically
withdrawn from such Offering immediately after the exercise of their right on such Purchase Date
and automatically re-enrolled in the immediately following Offering.




-8-