<PAGE>   1
                                                                     Exhibit 4.1

                                 NEW FOCUS, INC.

                                 2001 STOCK PLAN


        1.     Purposes of the Plan. The purposes of this Plan are:

               -      to attract and retain the best available personnel for
                      positions of substantial responsibility;

               -      to provide additional incentive to Employees and
                      Consultants; and

               -      to promote the success of the Company's business.

        Options granted under the Plan will be Nonstatutory Stock Options. Stock
Appreciation Rights, Restricted Stock Awards and Stock Purchase Rights may also
be granted under the Plan.

        2.     Definitions. As used herein, the following definitions shall
               apply:

            (a) "Administrator" means the Board or any of its Committees as
shall be administering the Plan, in accordance with Section 4 of the Plan.

            (b) "Applicable Laws" means the requirements relating to the
administration of equity compensation plans under U.S. state corporate laws,
U.S. federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where Options are, or
will be, granted under the Plan.

            (c) "Board" means the Board of Directors of the Company.

            (d) "Code" means the Internal Revenue Code of 1986, as amended.

            (e) "Committee" means a committee of Directors appointed by the
Board in accordance with Section 4 of the Plan.

            (f) "Common Stock" means the Common Stock of the Company.

            (g) "Company" means New Focus, Inc., a Delaware corporation.

            (h) "Consultant" means any person, including a technical advisory
board member, engaged by the Company or a Parent or Subsidiary to render
services to such entity.

            (i) "Director" means a member of the Board.

            (j) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

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            (k) "Employee" means any person, including Officers and employee
Directors, employed by the Company or any Parent or Subsidiary of the Company. A
Service Provider shall not cease to be an Employee in the case of (i) any leave
of absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.

            (l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (m) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation The Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

                (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable;

                (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

            (n) "Notice of Grant" means a written or electronic notice
evidencing certain terms and conditions of an individual Option grant. The
Notice of Grant is part of the Option Agreement.

            (o) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

            (p) "Option" means a nonstatutory stock option granted pursuant to
the Plan that is not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated thereunder.

            (q) "Option Agreement" means a written or electronic agreement
between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.

            (r) "Option Exchange Program" means a program whereby outstanding
Options are surrendered in exchange for Options with a lower exercise price.


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            (s) "Optioned Stock" means the Common Stock subject to an Option, a
SAR or a Stock Purchase Right.

            (t) "Optionee" means the holder of an outstanding Option, Stock
Purchase Right, SAR or Restricted Stock Award granted under the Plan.

            (u) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

            (v) "Plan" means this 2001 Stock Plan.

            (w) "Restricted Stock" means shares of Common Stock acquired
pursuant to a grant of a Restricted Stock Award under Section 11 below.

            (x) "Service Provider" means an Employee (including an Officer),
Consultant or Director.

            (y) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 15 of the Plan.

            (z) "Stock Appreciation Right" or "SAR" means an award issued
pursuant to Section 12 below.

            (aa) "Stock Purchase Right" means a right to purchase Common Stock
pursuant to Section 13 below.

            (bb) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

        3. Stock Subject to the Plan. Subject to the provisions of Section 15 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is one hundred thousand (100,000) Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock.

            If an Option, Stock Purchase Right, SAR or Restricted Stock Award
expires or becomes unexercisable without having been exercised in full, is
surrendered pursuant to an Option Exchange Program, or with respect to a
Restricted Stock Award, is forfeited back to the Company, the unpurchased Shares
(or for Restricted Stock Awards, the forfeited shares) which were subject
thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated). However, Shares that have actually been issued under
the Plan, upon exercise of either an Option, Stock Purchase Right, SAR, or
Restricted Stock Award shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if Shares of
Restricted Stock are repurchased by the Company at their original purchase price
or forfeited to the Company, such Shares shall become available for future grant
under the Plan.

        4. Administration of the Plan.


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            (a) Administration. The Plan shall be administered by (i) the Board
or (ii) a Committee, which committee shall be constituted to satisfy Applicable
Laws.

            (b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

                (i) to determine the Fair Market Value of the Common Stock;

                (ii) to select the Service Providers to whom Options, Stock
Purchase Rights, SARs and Restricted Stock Awards may be granted hereunder;

                (iii) to determine whether and to what extent Options, Stock
Purchase Rights, SARs and Restricted Stock Awards are granted hereunder;

                (iv) to determine the number of Shares of Common Stock to be
covered by each award granted hereunder;

                (v) to approve forms of agreement for use under the Plan;

                (vi) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Options, Stock Purchase Rights, SARs or Restricted Stock Awards may
be exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option, Stock Purchase Right, SAR or Restricted Stock
Award or the Shares of Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine;

                (vii) to determine whether, and under what circumstances,
Options, Stock Purchase Rights and SARs may be bought out in cash under
subsection 10(e) of the Plan;

                (viii) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan;

                (ix) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;

                (x) to modify or amend each agreement granted pursuant to this
Plan (subject to Section 17 of the Plan), including the discretionary authority
to extend the post-termination exercisability period of Options longer than is
otherwise provided for in the Plan;

                (xi) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option, Stock Purchase Right,
SAR or Restricted Stock Award previously granted by the Administrator;


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                (xii) to determine the terms and conditions applicable to
Restricted Stock;

                (xiii) to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option, Stock Purchase Right or SAR that number of Shares having
a Fair Market Value equal to the amount required to be withheld. The Fair Market
Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined. All elections by an Optionee
to have Shares withheld for this purpose shall be made in such form and under
such conditions as the Administrator may deem necessary or advisable; and

                (xiv) to make all other determinations deemed necessary or
advisable for administering the Plan.

            (c) Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees.

        5. Eligibility. Options may be granted to Service Providers (including
former Employees); provided, however, that notwithstanding anything to the
contrary contained in the Plan, Options may not be granted to Officers and
Directors.

        6. Limitation. Neither the Plan nor any Option, Stock Purchase Right,
SAR or Restricted Stock Award shall confer upon an Optionee, including former
Employees, any right with respect to continuing the Optionee's relationship as a
Service Provider with the Company nor shall it interfere in any way with the
Optionee's right or the Company's right to terminate such relationship at any
time, with or without cause.

        7. Term of Plan. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect for ten (10) years, unless sooner
terminated under Section 17 of the Plan.

        8. Term of Option. The term of each Option shall be stated in the Option
Agreement.

        9. Option Exercise Price and Consideration.

            (a) Exercise Price. The per share exercise price for the Shares to
be issued pursuant to exercise of an Option, Stock Purchase Right or SAR shall
be determined by the Administrator.

            (b) Waiting Period and Exercise Dates. At the time an Option, Stock
Purchase Right or SAR is granted, the Administrator shall fix the period within
which the Option, Stock Purchase Right or SAR may be exercised and shall
determine any conditions which must be satisfied before the Option, Stock
Purchase Right or SAR may be exercised.

            (c) Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist entirely of:

                (i) cash;


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<PAGE>   6

                (ii) check;

                (iii) promissory note;

                (iv) other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for more than six months
on the date of surrender, and (B) 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;

                (v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;

                (vi) in settlement of claims against the Company;

                (vii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws; or

                (viii) any combination of the foregoing methods of payment.

        10. Exercise of Option.

            (a) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. An Option may not be exercised for a fraction of
a Share.

                An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 15 of the Plan.

                Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

            (b) Termination of Relationship as a Service Provider. If an
Optionee ceases to be a Service Provider, other than upon the Optionee's death
or Disability, the Optionee may exercise his or her Option, but only within such
period of time as is specified in the Option Agreement, and

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only to the extent that the Option is vested on the date of termination (but in
no event later than the expiration of the term of such Option as set forth in
the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for three (3) months following
the Optionee's termination. If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.

            (c) Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option
Agreement, to the extent the Option is vested on the date of termination (but in
no event later than the expiration of the term of such Option as set forth in
the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee's termination. If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.

            (d) Death of Optionee. If an Optionee dies while a Service Provider,
the Option may be exercised within such period of time as is specified in the
Option Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee's estate or by a
person who acquires the right to exercise the Option by bequest or inheritance,
but only to the extent that the Option is vested on the date of death. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's termination. If, at
the time of death, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. The Option may be exercised by the executor or administrator
of the Optionee's estate or, if none, by the person(s) entitled to exercise the
Option under the Optionee's will or the laws of descent or distribution. If the
Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

            (e) Buyout Provisions. The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.

        11. Restricted Stock Awards. Restricted Stock Awards shall be subject to
the terms, conditions, and restrictions determined by the Administrator at the
time the restricted stock is awarded. The Administrator may require the
recipient to sign a Restricted Stock Award Agreement as a condition of the
award. In addition to paying the consideration determined by the Administrator,
the recipient will be responsible for any applicable tax withholding amount,
unless otherwise determined by the Administrator. The Restricted Stock Award
Agreement may contain such terms, conditions, representations and warranties as
the Administrator may require. The certificates representing the shares of Stock
awarded shall bear such legends as shall be determined by the Administrator.


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        12. Stock Appreciation Rights.

            (a) Grant of SARs. Subject to the terms and conditions of the Plan,
SARs may be granted to Service Providers as determined by the Administrator, in
its sole discretion. The Administrator shall have complete discretion to
determine the number of SARs granted to any Optionee.

            (b) Exercise Price and other Terms. The Administrator, subject to
the provisions of the Plan, shall have complete discretion to determine the
terms and conditions of SARs granted under the Plan. However, the exercise price
of a SAR shall be not less than one hundred percent (100%) of the Fair Market
Value of a Share on the date of grant.

            (c) SAR Agreement. Each SAR grant shall be evidenced by an award
agreement that shall specify the exercise price, the term of the SAR, the
conditions of exercise, and such other terms and conditions as the
Administrator, in its sole discretion, shall determine (the "Award Agreement").

            (d) Expiration of SARs. A SAR granted under the Plan shall expire
upon the date determined by the Administrator, in its sole discretion, and set
forth in the Award Agreement.

            (e) Payment of SAR Amount. Upon exercise of a SAR, a Participant
shall be entitled to receive payment from the Company in an amount determined by
multiplying:

                (i) The difference between the Fair Market Value of a Share on
the date of exercise over the exercise price; times

                (ii) The number of Shares with respect to which the SAR is
exercised.

            (f) Payment upon Exercise of SAR. At the discretion of the
Administrator, payment for a SAR may be in cash, Shares or a combination
thereof.

            (g) Cash Settlements and Plan Share Allocation. Cash payments of
Stock Appreciation Rights as well as Common Stock issued upon exercise of Stock
Appreciation Rights shall be applied against the maximum number of shares of
Common Stock that may be issued pursuant to the Plan. The number of shares to be
applied against such maximum number of shares in such circumstances shall be the
number of shares equal to the amount of the cash payment divided by the Fair
Market Value of a share of Common Stock on the date the Stock Appreciation Right
is granted.

        13. Stock Purchase Rights.

            (a) Rights to Purchase. Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically of the terms, conditions and restrictions
related to the offer, including the number of Shares that such person shall be
entitled to purchase, the price to be paid, and the time within which such
person must accept such offer. The Administrator, in its


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sole discretion, may require that a restricted stock purchase agreement, in the
form determined by the Administrator, be executed when the Stock Purchase Right
is exercised.

            (b) Repurchase Option. Unless the Administrator determines
otherwise, the restricted stock purchase agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's service with the Company for any reason (including death or
disability). Unless the Administrator determines otherwise, the purchase price
for Shares repurchased pursuant to the Restricted Stock purchase agreement shall
be the original price paid by the purchaser and may be paid by cancellation of
any indebtedness of the purchaser to the Company.

            (c) Other Provisions. The restricted stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.

            (d) Rights as a Stockholder. Once the Stock Purchase Right is
exercised, the purchaser shall have rights equivalent to those of a stockholder
and shall be a stockholder when his or her purchase is entered upon the records
of the duly authorized transfer agent of the Company. No adjustment shall be
made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 15 of
the Plan.

        14. Non-Transferability of Options, Rights and Awards. Unless determined
otherwise by the Administrator in its discretion, Options, Stock Purchase
Rights, SARs and Restricted Stock Awards may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

        15. Adjustments upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

            (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of Shares of Common Stock covered by
each outstanding Option, Stock Purchase right, SAR or Restricted Stock Award,
and the number of Shares of Common Stock which have been authorized for issuance
under the Plan but as to which no Option, Stock Purchase Right, SAR or
Restricted Stock Award have yet been granted or which have been returned to the
Plan upon cancellation or expiration of an Option, Stock Purchase Right, SAR or
Restricted Stock Award, as well as the price per share of Common Stock covered
by each such outstanding Option, Stock Purchase Right or SAR, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued Shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company
of Shares of stock of any class, or securities convertible into Shares of stock
of any class, shall affect, and no adjustment by reason thereof shall


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be made with respect to, the number or price of Shares of Common Stock subject
to an Option, Stock Purchase Right, SAR or Restricted Stock Award.

            (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option, Stock Purchase Right or SAR until
ten (10) days prior to such transaction as to all of the Optioned Stock covered
thereby, including Shares as to which the Option, Stock Purchase Right or SAR
would not otherwise be exercisable. In addition, the Administrator may provide
that any Company repurchase option applicable to any Restricted Stock Award or
Shares purchased upon exercise of an Option, Stock Purchase Right or SAR shall
lapse as to all such Shares, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated. To the extent it has not
been previously exercised, an Option, Stock Purchase Right or SAR will terminate
immediately prior to the consummation of such proposed action.

            (c) Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Option, Stock Purchase Right, SAR and
Restricted Stock Award Agreement shall be assumed or an equivalent option, right
or agreement substituted by the successor corporation or a Parent or Subsidiary
of the successor corporation. In the event that Restricted Stock Award Agreement
is not assumed or substituted, the Company's right to return of unreleased
shares shall terminate as of the date of the closing of the merger or asset
sale. In the event that the successor corporation refuses to assume or
substitute for an Option, Stock Purchase Right or SAR, the Optionee shall fully
vest in and have the right to exercise the Option, Stock Purchase Right or SAR
as to all of the Optioned Stock, including Shares as to which it would not
otherwise be vested or exercisable. If an Option, Stock Purchase Right or SAR
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall notify the
Optionee in writing or electronically that the Option, Stock Purchase Right or
SAR shall be fully vested and exercisable for a period of fifteen (15) days from
the date of such notice, and the Option, Stock Purchase Right or SAR shall
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option, Stock Purchase Right or SAR shall be considered assumed
if, following the merger or sale of assets, the option or right confers the
right to purchase or receive, for each Share of Optioned Stock subject to the
Option, Stock Purchase Right or SAR immediately prior to the merger or sale of
assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, Stock Purchase Right or SAR, for each
Share of Optioned Stock to be solely common stock of the successor corporation
or its Parent equal in fair market value to the per share consideration received
by holders of Common Stock in the merger or sale of assets.


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        16. Date of Grant. The date of grant of an Option, Stock Purchase Right,
SAR or Restricted Stock Award shall be, for all purposes, the date on which the
Administrator makes the determination granting such Option, Stock Purchase
Right, SAR or Restricted Stock Award, or such other date as is determined by the
Administrator. Notice of the determination shall be provided to each Service
Provider to whom an Option, Stock Purchase Right, SAR or Restricted Stock Award
is so granted within a reasonable time after the date of such grant.

        17. Amendment and Termination of the Plan.

            (a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.

            (b) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to awards granted under the Plan
prior to the date of such termination.

        18. Conditions Upon Issuance of Shares.

            (a) Legal Compliance. Shares shall not be issued pursuant to a
Restricted Stock Award or the exercise of an Option, Stock Purchase Right or SAR
unless the exercise of such Option, Stock Purchase Right or SAR and the issuance
and delivery of such Shares shall comply with Applicable Laws and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

            (b) Investment Representations. As a condition to a Restricted Stock
Award or the exercise of an Option, Stock Purchase Right or SAR, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required.

        19. Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

        20. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.



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                                  EXHIBIT A-1

                                 NEW FOCUS, INC.

                                 2001 STOCK PLAN

                             STOCK OPTION AGREEMENT

        Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.

I.      NOTICE OF STOCK OPTION GRANT

        [Name and Address of Optionee]

        You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:

        Grant Number
                                                   -----------------------------

        Date of Grant
                                                   -----------------------------

        Vesting Commencement Date
                                                   -----------------------------

        Exercise Price per Share                   $
                                                   -----------------------------

        Total Number of Shares Granted
                                                   -----------------------------

        Total Exercise Price                       $
                                                   -----------------------------

        Type of Option:
                                                   -----------------------------

        Term/Expiration Date:
                                                   -----------------------------

        Vesting Schedule:



        Termination Period:

        This Option is exercisable for a period of _____________________________
from the Date of Grant. Upon the death or Disability of the Optionee, this
Option may be exercised for such longer period as provided in the Plan. In no
event shall this Option be exercised later than the Term/Expiration Date as
provided above.

II.     AGREEMENT

        1. Grant of Option. The Plan Administrator of the Company hereby grants
to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the "Optionee") an option (the
<PAGE>   13

"Option") to purchase the number of Shares, as set forth in the Notice of Grant,
at the exercise price per share set forth in the Notice of Grant (the "Exercise
Price"), subject to the terms and conditions of the Plan, which is incorporated
herein by reference. Subject to Section 14(b) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Option Agreement, the terms and conditions of the Plan shall
prevail.

        2. Exercise of Option.

            (a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.

            (b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall be completed
by the Optionee and delivered to the Company's stock administrator. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price.

                No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with Applicable Laws. Assuming
such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.

        3. Method of Payment. Payment of the aggregate Exercise Price shall be
by any of the following, at the election of the Optionee:

                (i) cash;

                (ii) check;

                (iii) promissory note;

                (iv) other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for more than six months
on the date of surrender, and (B) 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;

                (v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;

                (vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's participation
in any Company-sponsored
<PAGE>   14

deferred compensation program or arrangement, or attributable to a settlement of
claims against the Company or judgment against the Company;

                (vii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws; or

                (viii) any combination of the foregoing methods of payment.

        4. 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 the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

        5. Term of Option. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.

        6. Tax Consequences. Some of the federal tax consequences relating to
this Option, as of the date of this Option, are set forth below. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.

            (a) Exercising the Option. The Optionee may incur regular federal
income tax liability upon exercise of an NSO. The Optionee will be treated as
having received compensation income (taxable at ordinary income tax rates) equal
to the excess, if any, of the Fair Market Value of the Exercised Shares on the
date of exercise over their aggregate Exercise Price. If the Optionee is an
Employee or a former Employee, the Company will be required to withhold from his
or her compensation or collect from Optionee and pay to the applicable taxing
authorities an amount in cash equal to a percentage of this compensation income
at the time of exercise, and may refuse to honor the exercise and refuse to
deliver Shares if such withholding amounts are not delivered at the time of
exercise.

            (b) Disposition of Shares. If the Optionee holds NSO Shares for at
least one year, any gain realized on disposition of the Shares will be treated
as long-term capital gain for federal income tax purposes.

        7. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws, but not
the choice of law rules, of California.

        8. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT
<PAGE>   15

THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE 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 SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.

        By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.

OPTIONEE                                 NEW FOCUS, INC.



-------------------------------          --------------------------------------
Signature                                By


-------------------------------          --------------------------------------
Print Name                               Title


-------------------------------
Residence Address


-------------------------------





<PAGE>   16



                                  EXHIBIT A-2

                                 NEW FOCUS, INC.

                                 2001 STOCK PLAN

                                 EXERCISE NOTICE



New Focus, Inc.
5215 Hellyer Avenue
San Jose, CA

Attention:  Gina Ahn, Stock Administrator

        1. Exercise of Option. Effective as of today,_________ , the undersigned
("Purchaser") hereby elects to purchase_________ shares (the "Shares") of the
Common Stock of New Focus, Inc. (the "Company") under and pursuant to the 2001
Stock Plan (the "Plan") and the Stock Option Agreement dated,_________ (the
"Option Agreement"). The purchase price for the Shares shall be $6.80 per share,
as required by the Option Agreement.

        2. Delivery of Payment. Purchaser herewith delivers to the Company the
full purchase price for the Shares.

        3. Representations of Purchaser. Purchaser acknowledges that Purchaser
has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.

        4. Rights as Stockholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to the Optionee as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 12 of the
Plan.

        5. Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.

        6. Entire Agreement; Governing Law. The Plan and Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all

<PAGE>   17

prior undertakings and agreements of the Company and Purchaser with respect to
the subject matter hereof, and may not be modified adversely to the Purchaser's
interest except by means of a writing signed by the Company and Purchaser. This
agreement is governed by the internal substantive laws, but not the choice of
law rules, of California.

Submitted by:                            Accepted by:

PURCHASER                                NEW FOCUS, INC.



-------------------------------          --------------------------------------
Signature                                By



-------------------------------          --------------------------------------
Print Name                               Title:



-------------------------------
Date Received

Address:                                 Address:
        -----------------------                   ------------------------------
        -----------------------                   ------------------------------
        -----------------------                   ------------------------------
<PAGE>   18
                                  EXHIBIT B-1

                                 NEW FOCUS, INC.

                                 2001 STOCK PLAN

                        RESTRICTED STOCK AWARD AGREEMENT

         Unless otherwise defined herein, the terms defined in the 2001 Stock
Plan shall have the same defined meanings in this Restricted Stock Award
Agreement (the "Agreement").

I. NOTICE OF GRANT OF RESTRICTED STOCK AWARD

[Executive's Name and Address]

         You have been granted the right to receive Common Stock of the Company,
subject to the terms and conditions of the Plan and this Agreement, as follows:

         Grant Number
                                         -----------------------------------

         Date of Grant                   -----------------------------------

         Total Number of Shares Subject
         to this Restricted Stock Award
                                         -----------------------------------

         Purchase Price Per Share
                                         -----------------------------------

II. AGREEMENT

         1. Stock Award. The Company hereby awards to [INSERT NAME]
("Executive") [INSERT # OF SHARES] shares of the Company's Common Stock (the
"Shares").

         2. Forfeiture Restriction. In the event that the Executive ceases to be
an Employee for any or no reason (including death or disability) before all of
the Shares are released from the forfeiture restriction (see Section 3), the
Executive shall, upon the date of such termination (as reasonably fixed and
determined by the Company) forfeit that number of shares which constitute the
Unreleased Shares (as defined in Section 3). Upon such forfeiture the Company
shall become the legal and beneficial owner of the Shares being forfeited and
all rights and interests therein or relating thereto, and the Company shall have
the right to retain and transfer to its own name the number of Shares being
forfeited by the Executive.

         3. Release of Shares from Forfeiture Restriction.

              (a) [Subject to earlier release from the forfeiture restriction
(or "vesting") as specified in the [EMPLOYMENT AGREEMENT/OFFER LETTER] by and
between Executive and the Company dated [INSERT DATE] (the "Employment
Agreement")], [INSERT VESTING SCHEDULE].


<PAGE>   19

              (b) Any of the Shares which have not yet been released from the
forfeiture restriction are referred to herein as "Unreleased Shares."

         4. Restriction on Transfer. Except for the transfer of the Shares to
the Company contemplated by the forfeiture provisions of this Agreement, none of
the Shares or any beneficial interest therein shall be transferred, encumbered
or otherwise disposed of in any way until the release of such Shares from the
forfeiture restriction in accordance with the provisions of this Agreement,
other than by will or the laws of descent and distribution.

         5. Escrow of Shares.

              (a) To ensure the availability for delivery of the Executive's
Unreleased Shares upon any forfeiture to the Company, the Executive shall, upon
execution of this Agreement, deliver and deposit with an escrow holder
designated by the Company (the "Escrow Holder") the share certificates
representing the Unreleased Shares, together with the Assignment Separate from
Certificate (the "Stock Assignment") duly endorsed in blank, attached hereto as
Exhibit A-1. The Unreleased Shares and Stock Assignment shall be held by the
Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and
Executive attached as Exhibit A-2 hereto, until such time as the Company's
Repurchase Option expires.

              (b) The Escrow Holder shall not be liable for any act it may do or
omit to do with respect to holding the Unreleased Shares in escrow and while
acting in good faith and in the exercise of its judgment.

              (c) If the Company or any assignee is the recipient of any
Unreleased Shares hereunder, the Escrow Holder, upon receipt of written notice
of such forfeiture, shall take all steps necessary to accomplish such transfer
to the Company.

              (d) When a portion of the Shares has vested, upon Executive's
request the Escrow Holder shall promptly cause a new certificate to be issued
for such released Shares and shall deliver such certificate to the Executive.

              (e) Subject to the terms hereof, the Executive shall have all the
rights of a shareholder with respect to such Shares while they are held in
escrow, including without limitation, the right to vote the Shares and receive
any cash dividends declared thereon. If, from time to time during the term of
vesting, there is (i) any stock dividend, stock split or other change in the
Shares, or (ii) any merger or sale of all or substantially all of the assets or
other acquisition of the Company, any and all new, substituted or additional
securities to which the Executive is entitled by reason of the Executive's
ownership of the Shares shall be immediately subject to this escrow, deposited
with the Escrow Holder and included thereafter as "Shares" for purposes of this
Agreement.

         6. Tax Consequences. The Executive has reviewed with the Executive's
own tax advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The Executive is
relying solely on such advisors and not on any


                                       2
<PAGE>   20

statements or representations of the Company or any of its agents. The Executive
understands that the Executive (and not the Company) shall be responsible for
the Executive's own tax liability that may arise as a result of the transactions
contemplated by this Agreement. The Executive understands that Section 83 of the
Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income
the difference between the purchase price for the Shares and the Fair Market
Value of the Shares as of the date any restrictions on the Shares lapse. In this
context, "restriction" includes the forfeiture restriction. The Executive
understands that the Executive may elect to be taxed at the time the Shares are
awarded rather than when and as the forfeiture restriction lapses by filing an
election under Section 83(b) of the Code with the IRS within 30 days from the
date of the award.

         THE EXECUTIVE ACKNOWLEDGES THAT IT IS THE EXECUTIVE'S SOLE
RESPONSIBILITY AND NOT THE COMPANY'S TO TIMELY FILE THE ELECTION UNDER SECTION
83(b), EVEN IF THE EXECUTIVE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE
THIS FILING ON THE EXECUTIVE'S BEHALF.

         7. General Provisions.

              (a) Choice of Law; Entire Agreement. This Agreement shall be
governed by the internal substantive laws, but not the choice of law rules, of
Delaware. This Agreement (including the Exhibits to this Agreement) and the
Employment Agreement represent the entire agreement between the parties with
respect to the award of these Shares to the Executive, and may only be amended
in a writing signed by the parties hereto.

              (b) Successors. The rights of the Company under this Agreement
shall be transferable to any one or more persons or entities, and all covenants
and agreements hereunder shall inure to the benefit of, and be enforceable by,
the Company's successors and assigns. The rights and obligations of the
Executive under this Agreement may only be assigned with the prior written
consent of the Company.

              (c) Waiver. Either party's failure to enforce any provision of
this Agreement shall not in any way be construed as a waiver of any such
provision, nor prevent that party from thereafter enforcing any other provision
of this Agreement. The rights granted both parties hereunder are cumulative and
shall not constitute a waiver of either party's right to assert any other legal
remedy available to it.

              (d) Severability. Should any provision of this Agreement be found
to be illegal or unenforceable, the other provisions shall nevertheless remain
effective and shall remain enforceable.

              (e) EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE
AT THE WILL OF THE COMPANY. EXECUTIVE 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


                                       3
<PAGE>   21

AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE WITH EXECUTIVE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE EXECUTIVE'S
RELATIONSHIP AS AN EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE.

         By Executive's signature below, Executive represents that he is
familiar with the terms of this Agreement and hereby accepts this Agreement
subject to all of the terms and provisions thereof. Executive has read this
Agreement in its entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of this Agreement.

EXECUTIVE                               NEW FOCUS, INC.

------------------------------          ---------------------------------


                                       4



<PAGE>   22



                                   EXHIBIT B-2

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

         FOR VALUE RECEIVED I, __________________________, hereby sell, assign
and transfer unto New Focus, Inc. (the "Company") (__________) shares of the
Common Stock of New Focus, Inc. standing in my name of the books of the Company
represented by Certificate No. _____. I hereby irrevocably appoint to transfer
said stock on the books of the Company with full power of substitution in the
premises.

         This Stock Assignment may be used only in accordance with the
Restricted Stock Award Agreement between New Focus, Inc. and the undersigned
dated ____________, ____.


Dated: _______________, _____            Signature:___________________________





INSTRUCTIONS: Please do not fill in any blanks other than the signature line.
The purpose of this assignment is to enable the Company to receive forfeited
shares as set forth in the Agreement, without requiring additional signatures on
the part of the Executive.


<PAGE>   23



                                   EXHIBIT B-3

                            JOINT ESCROW INSTRUCTIONS

                                                              ____________, ____

[ESCROW AGENT]

Dear                                    :
     -----------------------------------

         As Escrow Agent for both New Focus, Inc., a Delaware corporation (the
"Company"), and the undersigned Executive (the "Executive") of stock of the
Company, you are hereby authorized and directed to hold the documents delivered
to you pursuant to the terms of that certain Restricted Stock Award Agreement
("Agreement") between the Company and the undersigned, in accordance with the
following instructions:

         1. In the event the Company and/or any assignee of the Company
(referred to collectively for convenience herein as the "Company") receives
forfeited shares pursuant to the Agreement, the Company shall give a written
notice to Executive and you specifying the number of shares of stock to be
forfeited and the time for a closing hereunder at the principal office of the
Company. Executive and the Company hereby irrevocably authorize and direct you
to close the transaction contemplated by such notice in accordance with the
terms of said notice.

         2. At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee.

         3. Executive irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
Executive does hereby irrevocably constitute and appoint you as Executive's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities. Subject to the provisions of this paragraph 3, Executive shall
exercise all rights and privileges of a shareholder of the Company while the
stock is held by you.

         4. Upon written request of the Executive, but no more than once per
calendar year, unless the Shares have been forfeited to the Company, you will
deliver to Executive a certificate or certificates representing so many shares
of stock as are vested. Within ninety (90) days after cessation of Executive's
employment with the Company, you will deliver to Executive a certificate or
certificates representing the aggregate number of shares held or issued pursuant
to the Agreement and not forfeited to the Company or its assignees.


<PAGE>   24

         5. If at the time of termination of this escrow you have in your
possession any documents, securities, or other property belonging to Executive,
you shall deliver all of the same to Executive and shall be discharged of all
further obligations hereunder.

         6. Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.

         7. You are obligated only for the performance of such duties
specifically set forth herein. You may rely, and shall be protected in relying
or refraining from acting, on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
will not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for Executive while acting in good faith and
any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of good faith.

         8. You are hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law. You are hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. If you obey or comply with any such order, judgment or decree, you shall
not be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.

         9. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

         10. You shall not be liable for the outlawing of any rights under the
Statute of Limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.

         11. You shall be entitled to employ such legal counsel and other
experts as you may deem necessary to advise you properly in connection with your
obligations hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor.

         12. Your responsibilities as Escrow Agent hereunder shall terminate if
you shall cease to be an officer or agent of the Company or if you shall resign
by written notice to each party. In the event of any such termination, the
Company shall appoint a successor Escrow Agent.

         13. If you reasonably require other instruments in connection with
these Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall furnish such instruments.

         14. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized


                                      -2-
<PAGE>   25

and directed to retain in your possession, without liability to anyone, all or
any part of said securities until such dispute has been settled either by mutual
written agreement of the parties concerned or by a final order, decree or
judgment of a court of competent jurisdiction after the time for appeal has
expired and no appeal has been perfected. You are under no duty whatsoever to
institute or defend any such proceeding.

         15. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail with
postage and fees prepaid, addressed to each of the relevant parties at the
following addresses or at such other addresses as a party may designate by ten
(10) days' advance written notice to each of the other parties hereto.

                                       COMPANY:

                                       New Focus, Inc.
                                       5215 Hellyer Avenue
                                       San Jose, CA 95138
                                       Attn:  Stock Administrator


                  EXECUTIVE:
                             --------------------------------------------

                             --------------------------------------------

                             --------------------------------------------


                                  ESCROW AGENT:

         16. By signing these Joint Escrow Instructions, you become a party
hereto only for the purpose of the Joint Escrow Instructions; you do not become
a party to the Agreement.

         17. This instrument shall be binding upon and inure to the benefit of
the parties hereto, their respective successors and their permitted assigns.



                                      -3-
<PAGE>   26
         18. The Restricted Stock Award Agreement is incorporated herein by
reference. These Joint Escrow Instructions, the 2001 Stock Plan, and the
Restricted Stock Award Agreement (including the exhibits referenced therein)
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Escrow Agent, the Executive and the Company with respect to
the subject matter hereof, and may not be modified except in a writing signed by
the Escrow Agent, the Executive and the Company.

         19. These Joint Escrow Instructions shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware (without
regard to the choice of laws provisions therein).

                                        Very truly yours,

                                        NEW FOCUS, INC.


                                        By:
                                           ---------------------------------


                                        Title:
                                              ------------------------------


                                        EXECUTIVE:


                                        ------------------------------------
                                        (Signature)


                                        ESCROW AGENT:


                                        ------------------------------------
                                        Corporate Secretary


<PAGE>   27


                                   EXHIBIT B-4

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to the above-referenced Federal
Tax Code, to include in taxpayer's gross income for the current taxable year,
the amount of any compensation taxable to taxpayer in connection with his
receipt of the property described below:

1. The name, address, taxpayer identification number and taxable year of the
   undersigned are as follows:

   NAME:                  TAXPAYER:                      SPOUSE:

   ADDRESS:

   IDENTIFICATION NO.:    TAXPAYER:                      SPOUSE:

   TAXABLE YEAR:

2. The property with respect to which the election is made is described as
   follows: shares (the "Shares") of the Common Stock of New Focus, Inc.
   (the "Company").

3. The date on which the property was transferred is:______________, ____.

4. The property is subject to the following restrictions:

   The Shares may be forfeited to the Company, or its assignee, on certain
   events. This right lapses with regard to a portion of the Shares based on the
   continued performance of services by the taxpayer over time.

5. The fair market value at the time of transfer, determined without regard to
   any restriction other than a restriction which by its terms will never lapse,
   of such property is:

   $________________.

6. The amount (if any) paid for such property is zero dollars.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

Dated:                  ,
       ----------------- ------             ----------------------------------

                                                                    , Taxpayer
                                            ------------------------

The undersigned spouse of taxpayer joins in this election.

Dated:                  ,
       ----------------- ------             ----------------------------------
                                            Spouse of Taxpayer