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**EXHIBIT A****TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT**     1. Grant. The Company hereby grants to the Participant named in the Notice of Grant(“Participant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms andconditions in this Agreement and the Plan, which is incorporated herein by reference. Subject toSection 20(c) of the Plan, in the event of a conflict between the terms and conditions of the Planand the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.     2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right toreceive a Share on the date it vests. Unless and until the Restricted Stock Units will have vestedin the manner set forth in Section 3, Participant will have no right to payment of any suchRestricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, suchRestricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all)only from the general assets of the Company. Any Restricted Stock Units that vest in accordancewith Sections 3 or 4 will be paid to Participant (or in the event of Participant’s death, to his orher estate) in whole Shares, subject to Participant satisfying any applicable tax withholdingobligations as set forth in Section 7. Subject to the provisions of Section 4, such vestedRestricted Stock Units will be paid in Shares as soon as practicable after vesting, but in eachsuch case within the period ending no later than the later of the fifteenth (15th) dayof the third (3rd) month following the end of the (i) Fiscal Year or the (ii) calendaryear, which in either case includes the vesting date.     3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, theRestricted Stock Units awarded by this Agreement will vest in accordance with the vestingprovisions set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certaindate or upon the occurrence of a certain condition will not vest in Participant in accordance withany of the provisions of this Agreement, unless Participant will have been continuously a ServiceProvider from the Date of Grant until the date such vesting occurs.     4. Administrator Discretion. The Administrator, in its discretion, may accelerate thevesting of the balance, or some lesser portion of the balance, of the unvested Restricted StockUnits at any time, subject to the terms of the Plan. If so accelerated, such Restricted StockUnits will be considered as having vested as of the date specified by the Administrator.          Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of thebalance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated inconnection with Participant’s termination as a Service Provider (provided that such termination isa “separation from service” within the meaning of Section 409A, as determined by the Company),other than due to death, and if (x) Participant is a “specified employee” within the meaning ofSection 409A at the time of such termination as a Service Provider and (y) the payment of suchaccelerated Restricted Stock Units will result in the imposition of additional tax under Section409A if paid to Participant on or within the six (6) month period following Participant’stermination as a Service Provider, then the payment of such accelerated Restricted Stock Units willnot be made until the date six (6) months and one (1) day following the date of Participant’stermination as a Service Provider, unless the Participant dies following his or her termination asa Service Provider, in which case, the Restricted Stock Units will be paid in Shares to theParticipant’s estate as soon as practicable following his or her death. It is the intent of thisAgreement to comply with the requirements of Section 409A so that none of the Restricted StockUnits provided under this Agreement or Shares issuable thereunder will be subject to the additionaltax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Forpurposes of this Agreement, “Section 409A” means Code Section 409A and the final TreasuryRegulations and Internal Revenue Service guidance thereunder, as each may be amended from time totime.     5. Forfeiture upon Termination of Status as a Service Provider. Notwithstanding anycontrary provision of this Agreement, the balance of the Restricted Stock Units that have notvested as of the time of Participant’s termination as a Service Provider for any or no reason andParticipant’s right to acquire any Shares hereunder will immediately terminate.
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     6. Death of Participant. Any distribution or delivery to be made to Participant underthis Agreement will, if Participant is then deceased, be made to Participant’s designatedbeneficiary, or if no beneficiary survives Participant, the administrator or executor ofParticipant’s estate. Any such transferee must furnish the Company with (a) written notice of hisor her status as transferee, and (b) evidence satisfactory to the Company to establish the validityof the transfer and compliance with any laws or regulations pertaining to said transfer.     7. Tax Withholding. Notwithstanding any contrary provision of this Agreement, nocertificate representing the Shares will be issued to Participant, unless and until satisfactoryarrangements (as determined by the Administrator) will have been made by Participant with respectto the payment of income, employment and other taxes which the Company determines must be withheldwith respect to such Shares. To the extent determined appropriate by the Company in itsdiscretion, it will have the right (but not the obligation) to satisfy any tax withholdingobligations by reducing the number of Shares otherwise deliverable to Participant. If Participantfails to make satisfactory arrangements for the payment of any required tax withholding obligationshereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vestpursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units andany right to receive Shares thereunder and the Restricted Stock Units will be returned to theCompany at no cost to the Company.     8. Rights as Stockholder. Neither Participant nor any person claiming under orthrough Participant will have any of the rights or privileges of a stockholder of the Company inrespect of any Shares deliverable hereunder unless and until certificates representing such Shareswill have been issued, recorded on the records of the Company or its transfer agents or registrars,and delivered to Participant. After such issuance, recordation and delivery, Participant will haveall the rights of a stockholder of the Company with respect to voting such Shares and receipt ofdividends and distributions on such Shares.     9. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THEVESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BYCONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYINGOR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OFRESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREESTHAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTHHEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICEPROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITHPARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAININGPARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH ORWITHOUT CAUSE.     10. Address for Notices. Any notice to be given to the Company under the terms ofthis Agreement will be addressed to the Company at Oplink Communications, Inc., 46335 LandingParkway, Fremont, CA 94538, or at such other address as the Company may hereafter designate inwriting or electronically.     11. Grant is Not Transferable. Except to the limited extent provided in Section 6,this grant and the rights and privileges conferred hereby will not be transferred, assigned,pledged or hypothecated in any way (whether by operation of law or otherwise) and will not besubject to sale under execution, attachment or similar process. Upon any attempt to transfer,assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferredhereby, or upon any attempted sale under any execution, attachment or similar process, this grantand the rights and privileges conferred hereby immediately will become null and void.     15. Binding Agreement. Subject to the limitation on the transferability of this grantcontained herein, this Agreement will be binding upon and inure to the benefit of the heirs,legatees, legal representatives, successors and assigns of the parties hereto.     16. Additional Conditions to Issuance of Stock. If at any time the Company willdetermine, in its discretion, that the listing, registration or qualification of the Shares uponany securities exchange or under any state or federal law, or the consent or approval of anygovernmental regulatory authority is necessary or desirable
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as a condition to the issuance of Shares to Participant (or his or her estate), such issuancewill not occur unless and until such listing, registration, qualification, consent or approval willhave been effected or obtained free of any conditions not acceptable to the Company. Where theCompany determines that the delivery of the payment of any Shares will violate federal securitieslaws or other applicable laws, the Company will defer delivery until the earliest date at which theCompany reasonably anticipates that the delivery of Shares will no longer cause such violation.The Company will make all reasonable efforts to meet the requirements of any such state or federallaw or securities exchange and to obtain any such consent or approval of any such governmentalauthority.     17. Plan Governs. This Agreement is subject to all terms and provisions of the Plan.In the event of a conflict between one or more provisions of this Agreement and one or moreprovisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and notdefined in this Agreement will have the meaning set forth in the Plan.     18. Administrator Authority. The Administrator will have the power to interpret thePlan and this Agreement and to adopt such rules for the administration, interpretation andapplication of the Plan as are consistent therewith and to interpret or revoke any such rules(including, but not limited to, the determination of whether or not any Restricted Stock Units havevested). All actions taken and all interpretations and determinations made by the Administrator ingood faith will be final and binding upon Participant, the Company and all other interestedpersons. No member of the Administrator will be personally liable for any action, determination orinterpretation made in good faith with respect to the Plan or this Agreement.     19. Electronic Delivery. The Company may, in its sole discretion, decide to deliverany documents related to Restricted Stock Units awarded under the Plan or future Restricted StockUnits that may be awarded under the Plan by electronic means or request Participant’s consent toparticipate in the Plan by electronic means. Participant hereby consents to receive such documentsby electronic delivery and agrees to participate in the Plan through any on-line or electronicsystem established and maintained by the Company or another third party designated by the Company.     20. Captions. Captions provided herein are for convenience only and are not to serveas a basis for interpretation or construction of this Agreement.     21. Agreement Severable. In the event that any provision in this Agreement will beheld invalid or unenforceable, such provision will be severable from, and such invalidity orunenforceability will not be construed to have any effect on, the remaining provisions of thisAgreement.     22. Modifications to the Agreement. This Agreement constitutes the entireunderstanding of the parties on the subjects covered. Participant expressly warrants that he orshe is not accepting this Agreement in reliance on any promises, representations, or inducementsother than those contained herein. Modifications to this Agreement or the Plan can be made only inan express written contract executed by a duly authorized officer of the Company. Notwithstandinganything to the contrary in the Plan or this Agreement, the Company reserves the right to revisethis Agreement as it deems necessary or advisable, in its sole discretion and without the consentof Participant, to comply with Section 409A or to otherwise avoid imposition of any additional taxor income recognition under Section 409A in connection to this Award of Restricted Stock Units.     23. Amendment, Suspension or Termination of the Plan. By accepting this Award,Participant expressly warrants that he or she has received an Award of Restricted Stock Units underthe Plan, and has received, read and understood a description of the Plan. Participant understandsthat the Plan is discretionary in nature and may be amended, suspended or terminated by the Companyat any time.     23. Governing Law. This Agreement will be governed by the laws of the State ofCalifornia, without giving effect to the conflict of law principles thereof. For purposes oflitigating any dispute that arises under this Award of Restricted Stock Units or this Agreement,the parties hereby submit to and consent to the jurisdiction of the State of California, and agreethat such litigation will be conducted in the courts of Alameda County, California, or the federalcourts for the United States for the Northern District of California, and no other courts, wherethis Award of Restricted Stock Units is made and/or to be performed.
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