ALLIANCE FIBER OPTIC PRODUCTS,
INC.

2000 STOCK INCENTIVE
PLAN

NOTICE OF RESTRICTED STOCK UNIT
GRANT

     You
(“Grantee”) have been granted the following number of restricted stock units
(“RSUs”) of ALLIANCE FIBER OPTIC PRODUCTS, INC. (the “Company”) under the
Company’s 2000 Stock Incentive Plan (the “Plan”):

	Name of Grantee:	[insert]
	Total Number of RSUs
      Granted:	__________
	Grant Date:	_________________________, 2011
	Vesting Commencement
      Date:	[insert]
	Vesting Schedule:	[insert]
		
      [If the Company
      is subject to a Change in Control (as defined in the Plan) during your
      Service, your interest in all Stock Units awarded hereunder shall become
      fully vested and nonforfeitable as of the date of Change in
      Control.]

		
      [No additional
      Stock Units vest after your Service has terminated for any
      reason.]




     By Grantee’s
signature and the signature of the Company’s representative below, Grantee and
the Company agree that these RSUs are granted under and governed by the term and
conditions of the Plan and the Restricted Stock Unit Agreement, which are
attached to and made a part of this Notice of Restricted Stock Unit Grant
(“Notice of Grant”).

     By signing this Notice of Grant, Grantee
further agrees that the Company may deliver by e-mail all documents relating to
the Plan or this award (including without limitation, prospectuses required by
the U.S. Securities and Exchange Commission) and all other documents that the
Company is required to deliver to its security holders (including without
limitation, annual reports and proxy statements). Grantee also agrees that the
Company may deliver these documents by posting them on a website maintained by
the Company or by a third party under contract with the Company. If the Company
posts these documents on a website, it will notify Grantee by e-mail.

 

 

 

 

 

 

 

 

ALLIANCE  FIBER OPTIC PRODUCTS, INC.
2000 STOCK INCENTIVE PLAN







	Grantee:	      	Alliance Fiber Optic Products, Inc.
	 
	 
		         	By:	 
	Grantee’s Signature		 
	 
	 		Title:	 
	Grantee’s Printed Name		



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALLIANCE  FIBER
OPTIC PRODUCTS, INC.
2000 STOCK INCENTIVE PLAN







ALLIANCE FIBER OPTIC PRODUCTS,
INC.

2000 STOCK INCENTIVE
PLAN

RESTRICTED STOCK UNIT AGREEMENT


	1.	      	Grant	 	
      Pursuant to the
      Notice of Restricted Stock Unit Grant (the “Notice of Grant”) to which
      this Restricted Stock Unit Agreement (the “Agreement”) is attached,
      ALLIANCE FIBER OPTIC PRODUCTS, INC. (the “Company”), has granted to
      Grantee the right to receive one Share for each vested Restricted Stock
      Unit (“RSU”) awarded by this Agreement, as set forth in the Notice of
      Grant, pursuant to the Company’s 2000 Stock Incentive Plan (the “Plan”).
      The terms “Restricted Stock Units” and “RSUs” shall have the same meaning
      ascribed to the term “Stock Units” in the Plan. Capitalized terms used in
      this Agreement without definition shall have the meanings set forth in the
      Plan.

					 
	2.		Payment		
      No cash payment is required for
      the issuance of the Shares subject to the RSUs. The Shares subject to the
      RSUs shall become payable to Grantee, in consideration of Services
      rendered by Grantee, if and when the RSUs become nonforfeitable in
      accordance with Section 3 (Vesting Schedule) hereof. 

					 
	3.		
      Vesting Schedule
      
		
      Subject to Section 4 (Forfeiture
      upon Termination of Service), Grantee’s right to receive Shares subject to
      the RSUs awarded by this Agreement will vest in Grantee according to the
      vesting schedule set forth in the Notice of Grant.

					 
	4.		Forfeiture upon
Termination
      of
Service		
      Notwithstanding any contrary
      provision of this Agreement or the Notice of Grant, if Grantee terminates
      Service with the Company for any or no reason prior to vesting, the
      unvested RSUs awarded by this Agreement will thereupon be forfeited at no
      cost to the Company and without any consideration to Grantee. The date on
      which Service terminates shall not be extended by any notice period
      required to be given under local law (e.g., Service would not include a
      period of “garden leave”). The Company determines when Service terminates
      for this purpose and for all purposes under the Plan, and its
      determinations are conclusive and binding on all persons.

			 		
	5.		Leaves of Absence	 	
      For purposes of this Award,
      Grantee’s Service does not terminate when Grantee goes on a military
      leave, a sick leave or another bona
      fide leave of absence, if the leave was
      approved by the Company in writing and if continued crediting of Service
      is required by the terms of the leave or by applicable law. But Grantee’s
      Service terminates when the approved leave ends, unless Grantee
      immediately returns to active work. 



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      If Grantee goes
      on a leave of absence, then the vesting schedule specified in the Notice
      of Grant may be adjusted in accordance with the Company’s leave of absence
      policy or the terms of Grantee’s leave. If Grantee commences working on a
      part-time basis, then the vesting schedule specified in the Notice of
      Grant may be adjusted in accordance with the Company’s part-time work
      policy or the terms of an agreement between Grantee and the Company
      pertaining to Grantee’s part-time schedule.

					 
	6.		Form and Time
      of
Settlement	 	
      Except as otherwise provided for
      in Section 10 (Adjustments), settlement of the RSUs shall be made in the
      form of whole Shares at the time they become nonforfeitable in accordance
      with Section 3 (Vesting Schedule) hereof, or as soon as practicable
      thereafter, but with regard to U.S. taxpayers, in any event, not later
      than 21⁄2 months following the later to occur of the end of (i) Grantee’s
      tax year that includes the date of vesting, or (ii) the Company’s tax year
      that includes the applicable date of vesting. [Notwithstanding the foregoing, if the RSUs vest upon a Change in
      Control of the Company (as defined in the Plan), settlement of the RSUs
      shall be made as soon as practicable (but not more than 30 days) after the
      Change in Control.] 

					 
					
      At the time of settlement, Grantee will
      receive one Share for each vested RSU; provided, however, that no
      fractional Shares will be issued or delivered pursuant to the Plan or this
      Agreement, and the Company will determine whether cash will be paid in
      lieu of any fractional Share or whether such fractional share and any
      rights thereto will be canceled, terminated or otherwise eliminated. In
      addition, the Shares are issued to Grantee subject to the condition that
      the issuance of the Shares does not violate any law or
      regulation.

					 
	7.		
      Taxes
      and
Withholding
		
      (a) Regardless of any action the
      Company or Grantee’s employer (the “Employer”) takes with respect to any
      or all income tax, social insurance, payroll tax, payment on account or
      other tax-related items related to Grantee’s participation in the Plan and
      legally applicable to Grantee (“Tax-Related Items”), Grantee acknowledges
      that the ultimate liability for all Tax-Related Items is and remains
      Grantee’s responsibility and may exceed the amount actually withheld by
      the Company or the Employer. Grantee further acknowledges that the Company
      and/or the Employer (i) make no representations or undertakings regarding
      the treatment of any Tax-Related Items in connection with any aspect of
      the RSU, including, but not limited to, the grant, vesting or settlement
      of the RSU, the issuance of Shares, or the subsequent sale of Shares
      acquired pursuant to such issuance; and (ii) do not commit to and are
      under no obligation to structure the terms of the grant or any aspect of
      the RSU to reduce or eliminate Grantee’s liability for Tax-Related Items
      or achieve any particular tax result. Further, if Grantee has become
      subject to tax in more than one jurisdiction between the date of grant and
      the date of any relevant taxable event, Grantee acknowledges that the
      Company and/or the Employer (or former employer, as applicable) may be
      required to withhold or account for Tax-Related Items in more than one
      jurisdiction. 




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      (b) Prior to any
      relevant taxable or tax withholding event, as applicable, Grantee will pay
      or make adequate arrangements satisfactory to the Company and/or the
      Employer to satisfy all Tax-Related Items. Unless otherwise determined by
      the Company, this Tax-Related Items withholding obligation shall be
      satisfied by the retention by the Company of Shares otherwise deliverable
      pursuant to the vested RSU; provided, however, that the
      Shares retained for payment of the Tax-Related Items must not exceed the
      minimum tax withholding amount permissible under the method that results
      in the least amount withheld. If the obligation for Tax-Related Items is
      satisfied by withholding in Shares, for tax purposes, Grantee is deemed to
      have been issued the full number of Shares subject to the vested RSU,
      notwithstanding that a number of the Shares are held back solely for the
      purpose of paying the Tax-Related Items due as a result of any aspect of
      Grantee’s participation in the Plan.

					 
	   				
      (c) In the alternative and
      subject to the Company’s authorization, Grantee agrees that the Company
      and/or the Employer, or their respective agents, at their discretion, may
      satisfy the obligations with regard to all Tax-Related Items by one or a
      combination of the following without Grantee’s further
      consent:

					 
					
           (i) withholding from Grantee’s wages or other cash compensation
      paid to Grantee by the Company, the Employer and/or any Subsidiary or
      Affiliate; or 

					 
	   
    		
       
		
           (ii)
      withholding from proceeds of the sale of Shares acquired upon
      vesting/settlement of the RSUs through a voluntary sale (on Grantee’s
      behalf and pursuant to this authorization).

					 
					
      (d) Grantee shall pay to the Company or the
      Employer any amount of Tax-Related Items that the Company or the Employer
      may be required to withhold or account for as a result of Grantee’s
      participation in the Plan that cannot be satisfied by the means described in this
Section.



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      (e) The Company
      may refuse to issue or deliver the Shares or proceeds of the sale of
      Shares if Grantee fails to comply with Grantee’s obligations in connection
      with the Tax-Related Items. Grantee shall have no further rights with
      respect to any Shares that are retained by the Company pursuant to this
      provision, and under no circumstances will the Company be required to
      issue any fractional Shares.

					 
	8.		Restrictions
on
Resale	 	
      By signing this Agreement,
      Grantee agree not to sell any Shares at a time when applicable laws,
      Company policies or an agreement between the Company and its underwriters
      prohibit a sale. This restriction will apply as long as Grantee is an
      employee, consultant or director of the Company, a Subsidiary or
      Affiliate.

					 
	9.		
      Retention
    Rights
		
      Neither the Award nor this Agreement gives
      Grantee the right to be retained by the Company, a Subsidiary or an
      Affiliate in any capacity. The Award will not be interpreted to form an
      employment contract or relationship with the Company or any Subsidiary or
      Affiliate. Grantee’s participation in the Plan shall not create a right to
      further employment with the Employer and shall not interfere with the
      ability of the Employer to terminate Grantee’s employment or service
      relationship (if any) at any time with or without cause.

					 
	10.		
      Adjustments
		
      In the event of a stock split, a
      stock dividend or a similar change in Stock or other capitalization
      adjustment contemplated in Section 11(a) of the Plan, the number of RSUs
      subject to this Agreement shall be adjusted pursuant to the
      Plan.

					 
	11.		Grant is
      not
Transferable		
      Subject to the provisions of Section 10(f)
      of the Plan regarding the designation of beneficiaries, neither the RSUs
      granted hereby nor any interest therein or in the Shares related thereto
      shall be transferable other than by will or the laws of descent and
      distribution prior to settlement of the RSUs. Any attempt to transfer the
      RSUs in violation of this provision will cause the RSUs to immediately
      become invalid.

			 		 
	12.		No Voting Rights
      or
Dividend
Equivalents		
      The RSUs carry neither voting rights nor
      rights to dividends (or dividend equivalent payments). Neither Grantee nor
      any person claiming under or through Grantee shall have any of the rights
      or privileges of a stockholder of the Company in respect of any Shares
      deliverable hereunder unless and until Shares have been issued, recorded
      on the records of the Company or its transfer agents or registrars, and
      delivered to such person or such person’s broker. No adjustments will be
      made for dividends or other rights if the
      applicable record date occurs before the Shares are issued.
      



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	13.	      	Compliance with
Section 409A of
      the
Code	      	
      For U.S. taxpayers, it is
      intended that the vesting and the settlement of RSUs set forth in this
      Agreement shall qualify for exemption from the application of or otherwise
      comply with Section 409A of the Code, and any ambiguities herein will be
      interpreted to so qualify or otherwise comply. The Company reserves the
      right, to the extent the Company deems necessary or advisable in its sole
      discretion, to unilaterally amend or modify this Agreement as may be
      necessary to ensure that all vesting and/or payments provided under this
      Agreement are made in a manner that qualifies for exemption from or
      complies with Section 409A of the Code; provided, however, that the
      Company makes no representation that the vesting or settlement of RSUs
      provided under this Agreement will be exempt from or comply with Section
      409A of the Code and makes no undertaking to preclude Section 409A of the
      Code from applying to the vesting and/or settlement of RSUs provided under
      this Agreement or to comply with the provisions
      thereof.

					 
	14.		
      No Service
      Contract
		
      The grant of the RSU is voluntary and
      occasional and does not create any contractual or other right to receive
      future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been
      granted repeatedly in the past. The RSU and the Shares subject to the RSU
      are not part of normal or expected compensation or salary for any
      purposes, including, but not limited to, calculating any severance,
      resignation, termination, redundancy, dismissal, end-of-service payments,
      bonuses, long-service awards, pension or retirement or welfare benefits or
      similar payments and in no event should be considered as compensation for,
      or relating in any way to, past services for the Company, the Employer or
      any Subsidiary or Affiliate.

					 
	15.		
      Nature of
    Grant
		
      The RSUs are mere bookkeeping
      entries. They represent only the Company’s unfunded and unsecured promise
      to issue Shares on a future date subject to the terms and conditions of
      this Agreement. A holder of RSUs has no rights other than the rights of a
      general creditor of the Company.

      In accepting the grant, Grantee acknowledges
      that:
(a) the
      Plan is established voluntarily by the Company, it is discretionary in
      nature and it may be modified, amended, suspended or terminated by the
      Company at any time as set forth in the
Plan;



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      (b)
      all decisions with respect to future RSU
      grants, if any, will be at the sole discretion of the
      Company;
(c) Grantee is voluntarily participating in the Plan;
      (d)
      the future value of the underlying Shares
      is unknown and cannot be predicted with
      certainty;
(e) Grantee is hereby advised to consult with his or her own
      personal tax, legal and financial advisors regarding participation in the
      Plan before taking any action related to the Plan;
      (f)
      for Grantees who reside outside the U.S.,
      the following additional provisions shall
      apply:

           (i) the RSUs and the Shares subject to the RSUs are not
      intended to replace any pension rights or
      compensation;

           (ii) in consideration of the grant
      of RSUs, no claim or entitlement to compensation or damages shall arise
      from forfeiture of the RSUs resulting from termination of Grantee’s
      Service with the Company, the Employer or any Subsidiary or Affiliate (for
      any reason whatsoever and whether or not in breach of local labor laws),
      and Grantee irrevocably releases the Company, the Employer, and any
      Subsidiary or Affiliate from any such claim that may arise; if,
      notwithstanding the foregoing, any such claim is found by a court of
      competent jurisdiction to have arisen, Grantee shall be deemed irrevocably
      to have waived Grantee’s entitlement to pursue such claim;
      and
     (iii) in the event of termination
      of Grantee’s Service (whether or not in breach of local labor laws),
      Grantee’s right to vest in the RSUs, if any, will terminate effective as
      of the date that Grantee is no longer actively employed and will not be
      extended by any notice period mandated under local law.
					 
	16.		
      Plan Governs
		
      This Agreement and the Notice of Grant are
      subject to all terms and provisions of the Plan. In the event of a
      conflict between one or more provisions of this Agreement or the Notice of
      Grant and one or more provisions of the Plan, the provisions of the Plan
      will govern.

					 
	17.		
      Amendments
		
      Any amendment to the Plan shall
      be deemed to be an amendment to this Agreement to the extent that the
      amendment is applicable hereto; provided, however, that no
      amendment shall adversely affect the rights of Grantee in a material way
      under this Agreement without Grantee’s
  consent.




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	18.	      	Severability	      	
      If any provision of this
      Agreement or the application of any provision hereof to any person or
      circumstances is held invalid or unenforceable, the remainder of this
      Agreement and the application of such provision to any other person or
      circumstances shall not be affected, and the provisions so held to be
      invalid or unenforceable shall be reformed to the extent (and only to the
      extent) necessary to make it enforceable and
      valid.

					 
	19.		
      Successors and
Assigns
		
      Without limiting Section 11 (Grant is Not
      Transferable) hereof, the provisions of this Agreement shall inure to the
      benefit of, and be binding upon, the successors, administrators, heirs,
      legal representatives and assigns of the Grantee, and the successors and
      assigns of the Company.

					 
	20.		
      Applicable Law and
Venue
		
      This Agreement shall be governed
      by and construed in accordance with the internal substantive laws of the
      State of Delaware, without giving effect to any principle of law that
      would result in the application of the law of any other jurisdiction. For
      purposes of litigating any dispute that arises under this grant or this
      Agreement, the parties hereby submit to and consent to the jurisdiction of
      the State of California, and agree that such litigation will be conducted
      in the courts of Santa Clara County, California, or the federal courts for
      the United States for the Northern District of California, and no other
      courts, where this Agreement is made and/or to be
      performed.

					 
	21.		No Advice
Regarding
      Award		
      The Company is not providing any tax, legal
      or financial advice, nor is the Company making any recommendation
      regarding Grantee’s participation in the Plan, or the acquisition or sale
      of underlying Shares. Grantee is advised to consult with his or her
      personal tax, legal, and financial advisors regarding the decision to
      participate in the Plan before taking any action related to the
      Plan.

			 		 
	22.		Electronic Delivery
and Participation		
      The Company may, in its sole discretion,
      decide to deliver any documents related to current or future participation
      in the Plan by electronic means. Grantee hereby consents to receive such
      documents by electronic delivery and agrees to participate in the Plan
      through an on-line or electronic system established and maintained by the
      Company or a third party designated by the Company.

					 
	23.		Language		
      If Grantee has received this Agreement or
      any other document related to the Plan translated into a language other
      than English and if the meaning of the translated version is different
      than the English version, the English version will
  control.




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	24.	      	Addresses for Notice	      	
      Any notice necessary under this
      Agreement shall be addressed to the Company in care of its Secretary at
      the principal executive office of the Company and to Grantee at the
      address appearing in the personnel records of the Company for Grantee or
      to either party at such other address as either party hereto may hereafter
      designate in writing or electronically to the
      other.

					 
	25.		
      Imposition of
      Other
Requirements
		
      The Company reserves the right to impose
      other requirements on Grantee’s participation in the Plan, on the RSUs and
      on any Shares acquired under the Plan, to the extent the Company
      determines it is necessary or advisable in order to comply with local law
      or facilitate the administration of the Plan, and to require Grantee to
      sign any additional agreements or undertakings that may be necessary to
      accomplish the foregoing.



BY SIGNING THE NOTICE OF
GRANT TO THIS AGREEMENT,
GRANTEE
AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE,
AS WELL AS IN THE
PLAN

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