##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2008
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from       to
 Commission file number: 001-33306
 Opnext, Inc.
 (Exact name of registrant as specified in its charter)
 
 Delaware
    
    22-3761205(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)1 Christopher Way, Eatontown, New Jersey
    
    07724(Address of principal executive office)
    
    (Zip Code)
 (732) 544-3400
(Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
Class A Membership Interests
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### Table of Contents



EXPLANATORY NOTE
    2




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##### 



Table of Contents
 PART IIIItem 10.
    
    Executive Officers, Directors, Director Independence and Corporate Governance
    
    
    4Item 11.
    
    Executive  Compensation
    
    
    8Item 12.
    
    Security Ownership of Certain Beneficial Owners, Management and Related Stockholders Matters
    
    
    31Item 13.
    
    Certain Relationships, Related Transactions, and Director Independence
    
    
    33Item 14.
    
    Principal Accountant Fees and Services
    
    
    40PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    42SIGNATURES
    
    
    46EXHIBIT 10.36EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  3




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##### Table of Contents



Part III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 Our Executive Officers and Directors
  Name
    
    Age
    
    PositionHarry L. Bosco
    
    
    63
    
    
    Director, President & Chief Executive OfficerGilles Bouchard
    
    
    48
    
    
    Chief Operating OfficerMichael C. Chan
    
    
    54
    
    
    Executive Vice President, Business Development and Product Portfolio ManagementKendall Cowan (1)(2)(3)
    
    
    54
    
    
    DirectorAtsushi (James) Horiuchi
    
    
    48
    
    
    Senior Vice President, Global SalesIsamu Kuru (1)(2)(3)
    
    
    68
    
    
    DirectorDavid Lee (1)
    
    
    58
    
    
    Co-Chairman of the BoardRobert J. Nobile
    
    
    48
    
    
    Senior Vice President, Finance & Chief Financial OfficerKei Oki
    
    
    60
    
    
    Executive Vice President, Opnext, Inc. & President, Opnext Japan, Inc.Justin J. ONeill
    
    
    49
    
    
    Senior Vice President & General CounselRyuichi Otsuki
    
    
    50
    
    
    DirectorJohn F. Otto, Jr.(1)(2)(3)
    
    
    59
    
    
    DirectorNaoya Takahashi
    
    
    59
    
    
    Chairman of the BoardTammy L. Wedemeyer
    
    
    39
    
    
    Vice President, Business Management & Corporate Secretary
 
 (1)
    
    Member of the Compensation Committee.(2)
    
    Member of the Audit Committee.(3)
    
    Member of the Nominating/Corporate Governance Committee. Harry L. Bosco.
 Gilles Bouchard.
 Michael C. Chan.
 Kendall Cowan.
 4




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##### Table of Contents



Atsushi (James) Horiuchi.
 Isamu Kuru.
 David Lee.
 Robert J. Nobile.
 Kei Oki.
 Justin J. ONeill.
 Ryuichi Otsuki.
 5




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##### Table of Contents



John F. Otto, Jr.
 Naoya Takahashi.
 Tammy L. Wedemeyer.
 Board Meetings
  Director Attendance at Annual Meetings
  Committees of the Board
  Audit Committee
   6




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Compensation Committee
    Nominating/Corporate Governance Committee
   
    
    personal and professional integrity, ethics and values;
    
    experience in corporate management, such as serving as an officer or former
officer of a publicly held company;
    
    experience in the Companys industry;
    
    experience as a board member of another publicly held company;
    
    academic expertise in an area of the Companys operations; and
    
    practical and mature business judgment.
   7




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Communication with the Board
  Code of Ethics
 http://www.opnext.com
 Insider Trading Policy
  Section 16(a) Beneficial Ownership Reporting Compliance
  
 Item 11. Executive Compensation.
 Compensation Discussion and Analysis
  8




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Compensation Objectives
   
    
    attract and motivate well-qualified individuals with the ability and
talent for us to achieve our business objectives and corporate
strategies;
    
    provide incentives to achieve specific short-term individual and
corporate goals by rewarding achievement of those goals at established
financial performance levels;
    
    provide incentives to achieve longer-term financial goals and
reinforce the sense of ownership through award opportunities that
result in ownership of stock; and
    
    promote retention of key executives and align the interests of
management with those of the stockholders to reinforce the achievement
of continuing increases in stockholder value.
 Role of the Compensation Committee
     9




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Elements of Compensation
  
    
    base salary and benefits;
    
    performance-based compensation, if any, under our annual incentive bonus program implemented
under our Amended and Restated 2001 Long-Term Stock Incentive Plan (the 2001 Incentive Plan,
and such bonus program, the Bonus Program); and
    
    equity compensation awarded as stock options or restricted stock under the 2001 Incentive Plan.
  Base Salary
    Annual Incentive Compensation
   10




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Mr. Bosco
    
    60% of base salary;Mr. Chan
    
    60% of base salary;Mr. Nobile
    
    50% of base salary; andMr. ONeill
    
    50% of base salary.
    Equity-Based Compensation
  
    
    closely align management and stockholder interests;
    
    promote retention and reward executives and other key employees for building
stockholder value; and
    
    encourage long-term investment in the Company by participating Named Executive Officers.
  11




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Restricted Stock
   Stock Options
    12




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Equity Award Practices
  Perquisites and Other Benefits
  Employee Healthcare Premiums.
 Matching Contributions to 401(k) Plan Accounts.
 Insurance Allowance.
 Contributions to Vested and Unvested Defined Contribution Plans
  401(k) PlanNamed Executive
    
    Fiscal
    
    CompanyOfficer
    
    Year
    
    ContributionsHarry L. Bosco
    
    
    2008
    
    
    $
    10,000.50Gilles Bouchard
    
    
    2008
    
    
    $
    2,657.32Michael C. Chan
    
    
    2008
    
    
    $
    9,291.81Robert J. Nobile
    
    
    2008
    
    
    $
    9,150.09Justin J. ONeill
    
    
    2008
    
    
    $
    8,671.00
 All Other Compensation
  13




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##### Table of Contents



Summary Compensation Table
  Change inPension ValueandNonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    CompensationPosition
    
    Year
    
    ($)(1)
    
    ($)
    
    ($)(3)
    
    ($)(3)
    
    ($)
    
    ($)
    
    ($)(4)
    
    TotalHarry L. BoscoDirector,
Chief Executive
    
    
    2008
    
    
    $
    500,000
    
    
    $
    0
    
    
    $
    369,996
    
    
    $
    200,890
    
    
    $
    0
    
    
    $
    0
    
    
    $
    32,971
    
    
    $
    1,103,857Officer and
President
    
    
    2007
    
    
    $
    400,000
    
    
    $
    0
    
    
    $
    46,250
    
    
    $
    0
    
    
    $
    240,000
    
    
    $
    0
    
    
    $
    31,737
    
    
    $
    717,987Gilles BouchardChief Operating
    
    
    2008
    
    
    $
    166,267
    
    
    $
    100,000
    (2)
    
    $
    66,675
    
    
    $
    155,950
    
    
    $
    0
    
    
    $
    0
    
    
    $
    10,769
    
    
    $
    499,661Officer
    
    
    2007
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Michael C. ChanExecutive Vice
President, Business
Development and
Product Portfolio
    
    
    2008
    
    
    $
    336,667
    
    
    $
    0
    
    
    $
    138,750
    
    
    $
    46,874
    
    
    $
    0
    
    
    $
    0
    
    
    $
    31,044
    
    
    $
    553,335Management
    
    
    2007
    
    
    $
    325,000
    
    
    $
    0
    
    
    $
    17,344
    
    
    $
    0
    
    
    $
    195,000
    
    
    $
    0
    
    
    $
    30,346
    
    
    $
    567,690Robert J. NobileChief Financial
Officer and Senior
Vice President,
    
    
    2008
    
    
    $
    265,000
    
    
    $
    0
    
    
    $
    92,496
    
    
    $
    33,482
    
    
    $
    0
    
    
    $
    0
    
    
    $
    31,148
    
    
    $
    422,126Finance
    
    
    2007
    
    
    $
    250,000
    
    
    $
    20,000
    (5)
    
    $
    11,562
    
    
    $
    0
    
    
    $
    100,000
    
    
    $
    0
    
    
    $
    29,904
    
    
    $
    411,466Justin J. ONeillSenior Vice
President and
    
    
    2008
    
    
    $
    271,923
    
    
    $
    25,000
    (6)
    
    $
    0
    
    
    $
    241,389
    
    
    $
    0
    
    
    $
    0
    
    
    $
    17,345
    
    
    $
    555,657General Counsel
    
    
    2007
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
 
 (1)
    
    Represents base salary before pre-tax contributions and, therefore,
includes compensation deferred under our 401(k) Plan. See the
discussion of contributions to this plan in the Compensation
Discussion and Analysis section appearing on page 8.(2)
    
    Represents guaranteed bonus paid to Mr. Bouchard on March 31, 2008 pursuant to the terms of his employment agreement.(3)
    
    Represents the dollar amount recognized for financial statement
reporting purposes with respect to the fiscal year ended March 31,
2008 in accordance with Statement of Financial Accounting Standards
No. 123(R), Share-Based Payment, for the fair value of restricted
stock and options awarded to the Named Executive Officers. The fair
value is calculated using the closing price of our common stock on the
grant date for the shares or options awarded. Pursuant to SEC rules,
the amount shown excludes the impact of estimated forfeitures related
to service-based vesting conditions. The reported amounts reflect the
Companys stock-based compensation expense for these awards and do not
correspond to the actual value that might be recognized by the Named
Executive Officers.(4)
    
    Represents 401(k) matching contributions and medical, dental,
disability, life insurance (and allowance for supplemental life
insurance) and accidental death and dismemberment benefits.(5)
    
    Reflects discretionary cash bonus paid in excess of performance-based bonus earned under the 2007 Bonus Plan in recognition of Mr.
Nobiles contributions to the Companys initial public offering.(6)
    
    Represents bonus paid to Mr. ONeill on May 31, 2007 in connection with the commencement of his employment with the Company on May 7, 2007. 14




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Grants of Plan-based Awards
  AllOtherStockAwards:
    
    All OtherEstimated Future Payouts
    
    Number
    
    Option
    
    Exercise
    
    GrantEstimated Future Payouts
    
    Under Equity Incentive
    
    of
    
    Awards:
    
    or Base
    
    Date FairUnder Non-Equity Incentive
    
    Plan
    
    Shares
    
    Number of
    
    Price of
    
    Value ofPlan Awards(5)
    
    Awards(4)
    
    of Stock
    
    Securities
    
    Option
    
    Stock andGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    or Units
    
    Underlying
    
    Awards
    
    OptionName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    Options (#)
    
    ($/Sh)
    
    Awards($)Harry L.

Bosco(1)
    
    
    8/15/2007
    
    
    
    
    
    
    $
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    $
    11.34
    
    
    $
    1,251,230Gilles
Bouchard(2)
    
    
    11/15/2007
    
    
    
    
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    250,000
    
    
    $
    8.89
    
    
    $
    1,963,614Michael C.
Chan(1)
    
    
    8/15/2007
    
    
    
    
    
    
    $
    216,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    $
    11.34
    
    
    $
    291,954Robert J.
Nobile(1)
    
    
    8/15/2007
    
    
    
    
    
    
    $
    132,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    $
    11.34
    
    
    $
    208,538Justin J.
ONeill(3)
    
    
    5/7/2007
    
    
    
    
    
    
    $
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    13.85
    
    
    $
    1,045,688
 
 (1)
    
    Represents stock options granted on August 15, 2007 pursuant to the 2007 Bonus Plan.(2)
    
    Represents stock options and restricted stock issued to Mr. Bouchard pursuant to
the terms of the employment agreement entered into between Mr. Bouchard and the
Company on November 1, 2007.(3)
    
    Represents stock options issued to Mr. ONeill pursuant to the terms of the
employment agreement entered into between Mr. ONeill and the Company on May 7,
2007.(4)
    
    Pursuant to the 2007 Bonus Plan, had any equity incentive plan awards been made,
such awards would have been made in amounts determined by our Compensation
Committee in its sole discretion after the conclusion of the fiscal year once it
had been determined that the relevant performance target had been achieved and not
in any pre-determined amounts.(5)
    
    The Company did not achieve its target performance metric, and therefore no cash
bonuses were paid. The Company did not place a maximum limit on the incentive
compensation that could have been earned by the Named Executive Officers in the
fiscal year ended March 31, 2008. 15




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Employment Agreements
 Mr. Harry L. Bosco
 st
  Mr. Gilles Bouchard
   16




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
    
    engage in, have more than a de minimus equity interest in, or manage
or operate any person, firm, corporation, partnership, business or
entity that engages in any business or activity which competes with
us;
    
    recruit or otherwise solicit or induce any of our employees,
customers, distributors, contractors, or suppliers to terminate its
employment or arrangement with us, otherwise change its relationship
with us, or establish any relationship with Mr. Bouchard for any
business purpose competitive with our business; or
    
    hire or cause to be hired any person who was employed by us at any
time during the one-year period immediately prior to the date of
Mr. Bouchards termination or who thereafter becomes employed by us.
   Mr. Michael C. Chan
    
    
    engage in, have more than a de minimus equity interest in, or manage
or operate any person, firm, corporation, partnership, business or
entity that engages in any business or activity which competes with
us;
 17




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##### Table of Contents




    
    recruit or otherwise solicit or induce any of our employees,
customers, distributors, contractors, or suppliers to terminate its
employment or arrangement with us, otherwise change its relationship
with us, or establish any relationship with Mr. Chan for any business
purpose competitive with our business; or
    
    hire or cause to be hired any person who was employed by us at any
time during the one-year period immediately prior to the date of
Mr. Chans termination or who thereafter becomes employed by us.
   Mr. Robert J. Nobile
    Mr. Justin J. ONeill
    18




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Employee Benefit Plans
 Amended and Restated Opnext, Inc. 2001 Long-Term Stock Incentive Plan
 Shares Available for Awards
  Administration
   Eligibility
  Awards
   19




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Stock Options
    Restricted Stock
  Stock Appreciation Rights
  Other Awards under the Plan
   Dividend Equivalents
 Restricted Stock Units
 20




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Performance Bonus Awards
 Annual Director Grants
   
    
    Provides for the automatic one-time grant of restricted stock units to
each individual who is newly elected as an independent director (as
defined in the 2001 Incentive Plan) on the date of his or her election
to the Board in an amount equal to $35,000 divided by the fair market
value of a share of our common stock on the date of grant (the
Initial Grant). Subject to the directors continued service with the
Company, this Initial Grant vests in full on the one-year anniversary
of the date of grant.
    
    Provided for the grant of 3,193 restricted stock units on December 12,
2007 to each individual who was initially elected as an independent
director during the period commencing on February 1, 2007 and ending
on December 12, 2007. Subject to the directors continued service with
the Company, this grant vests in full on the one-year anniversary of
the date of grant.
    
    Provides for the grant of restricted stock units on the date of each
annual meeting to each individual who is elected as an independent
director at such meeting of stockholders or who otherwise continues to
be an independent director immediately following such meeting in an
amount equal to $35,000 divided by the fair market value of a share of
the Companys common stock on the date of such meeting (the Annual
Grant). Subject to the directors continued service with the Company,
this Annual Grant vests in full on the one-year anniversary of the
date of grant. In the event that a newly elected independent director
is first elected to the Board on a date other than the date of the
annual meeting, then, in addition to the Initial Grant, such director
will receive a pro rata grant equal to $35,000 divided by the fair
market value of a share of the Companys common stock on the date of
his or her election, prorated for the period between the date of the
immediately preceding annual meeting and the date of such directors
election to the Board (the Pro Rata Grant). Subject to the
directors continued service with the Company, this Pro Rata Grant
vests in full on the one-year anniversary of the immediately preceding
annual meeting. An individual who is initially elected as an
independent director at an annual meeting will receive both an Initial
Grant and an Annual Grant, but not a Pro Rata Grant, on the date of
his or her election to the Board.
  
    
    a change in control event within the meaning of Section 409A of the Internal Revenue Code, as
amended (Section 409A),
    
    such directors separation from service from the Company within the meaning of Section 409A, and
    
    such directors death.
  21




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Performance-Based Awards
  Foreign Participants
  Adjustments
  Change in Control
  22




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Termination or Amendment
  Code Section 409A
  Outstanding Equity Awards at Fiscal Year-End
  
 Option Awards
    
    
    Stock AwardsEquityIncentivePlanAwards:Equity
    
    
    
    
    
    
    
    
    
    Number
    
    
    
    
    
    NumberIncentive
    
    
    
    
    
    
    
    
    
    of
    
    
    
    
    
    ofPlan
    
    
    
    
    
    
    
    
    
    Shares
    
    Market
    
    Unearned
    
    Equity IncentiveAwards:
    
    
    
    
    
    
    
    
    
    or Units
    
    Value of
    
    Shares,
    
    Plan Awards:Number of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    of Stock
    
    Shares or
    
    Units or
    
    Market or PayoutSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    That
    
    Units of
    
    Other
    
    Value ofUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Have
    
    Stock
    
    Rights
    
    Unearned Shares,Unexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Not
    
    That
    
    That Have
    
    Units or OtherOptions (#)
    
    Options (#)
    
    Unearned
    
    Exercise
    
    Option
    
    Vested
    
    Have Not
    
    Not
    
    Rights That HaveName
    
    Exercisable
    
    Unexercisable
    
    Options (#)
    
    Price ($)
    
    Expiration Date
    
    (#)
    
    Vested ($)
    
    Vested (#)
    
    Not Vested ($)Harry L. Bosco
    
    
    1,000,000
    
    
    
    0
    
    
    
    0
    
    
    $
    15.00
    
    
    
    11/1/2010
    
    
    
    33,333
    
    
    $
    323,747
    
    
    
    0
    
    
    $
    0150,000
    
    
    
    0
    
    
    
    0
    
    
    $
    15.00
    
    
    
    11/1/2014150,000
    
    
    
    150,000
    
    
    $
    11.34
    
    
    
    8/15/2017Gilles Bouchard
    
    
    
    
    
    
    250,000
    
    
    
    0
    
    
    $
    8.89
    
    
    
    11/15/2017
    
    
    
    40,000
    
    
    $
    288,925
    
    
    
    0
    
    
    $
    0Michael C. Chan
    
    
    200,000
    
    
    
    0
    
    
    
    0
    
    
    $
    15.00
    
    
    
    12/1/2010
    
    
    
    12,500
    
    
    $
    121,406
    
    
    
    0
    
    
    $
    035,000
    
    
    
    35,000
    
    
    $
    11.34
    
    
    
    8/15/2017Robert J. Nobile
    
    
    50,000
    
    
    
    0
    
    
    
    0
    
    
    $
    15.00
    
    
    
    3/5/2011
    
    
    
    8,333
    
    
    $
    80,943
    
    
    
    0
    
    
    $
    025,000
    
    
    
    25,000
    
    
    $
    11.34
    
    
    
    8/15/2017Justin J. ONeill
    
    
    25,000
    
    
    
    75,000
    
    
    
    0
    
    
    $
    13.85
    
    
    
    5/7/2017
    
    
    
    0
    
    
    $
    0
    
    
    
    0
    
    
    $
    0
 23




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Option Exercises and Stock Vested
  Potential Payments upon Termination or Change of Control
 Employment Agreements
       Stock Option Agreements
 24




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25




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##### Table of Contents



Restricted Stock Agreements
     Change in Control Provisions
   
    
    A transaction or series of transactions (other than an offering of shares to the
general public through a registration statement filed with the Securities and Exchange
Commission) whereby any person or related group of persons (as such terms are used
in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its
subsidiaries, Hitachi, Ltd.,
an employee benefit plan maintained by the Company or any of its subsidiaries or a person
that, prior to such transaction, directly or indirectly controls, is controlled by, or is
under common control with, the Company) directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company
possessing more than 50% of the total combined voting power of the Companys securities
outstanding immediately after such acquisition; or
    
    During any period of two consecutive years, individuals who, at the beginning of such
period, constitute the Board together with any new director(s) (other than a director
designated by a person who shall have entered into an agreement with the Company to effect
a transaction described herein) whose election by the Board or nomination for election by
the Companys stockholders was approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the beginning of the two-year period or
whose election or nomination for election was previously so approved, cease for any reason
to constitute a majority thereof; or
    
    The consummation by the Company (whether directly involving the Company or indirectly
involving the Company through one or more intermediaries) of (x) a merger, consolidation,
reorganization, or business combination or (y) a sale or other disposition of all or
substantially all of the Companys assets in any single transaction or series of related
transactions or (z) the acquisition of assets or stock of another entity, in each case
other than a transaction:
 26




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##### Table of Contents



o
    
    Which results in the Companys voting securities outstanding immediately
before the transaction continuing to represent (either by remaining outstanding or
by being converted into voting securities of the Company or the person that, as a
result of the transaction, controls, directly or indirectly, the Company or owns,
directly or indirectly, all or substantially all of the Companys assets or
otherwise succeeds to the business of the Company (the Company or such person, the
Successor Entity)) directly or indirectly, at least a majority of the combined
voting power of the Successor Entitys outstanding voting securities immediately
after the transaction, ando
    
    After which no person or group beneficially owns voting securities
representing 50% or more of the combined voting power of the Successor Entity;
provided, however, that no person or group shall be treated as beneficially owning
50% or more of combined voting power of the Successor Entity solely as a result of
the voting power held in the Company prior to the consummation of the transaction;
or
 
    
    The Companys stockholders approve a liquidation or dissolution of the Company.
  Employment Agreements, Severance Benefits and Change of Control Provisions
  Severance
Benefits.
 Change of Control.
  27




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##### Table of Contents



Change of Control Table
  TerminationwithoutCause orResignationExecutive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    for Goodbenefits and
    
    Termination
    
    
    
    
    
    Termination
    
    
    
    
    
    Reasonpayments
    
    due to
    
    
    
    
    
    by Us Other
    
    Resignation
    
    followingupon
    
    Death or
    
    Termination
    
    than for
    
    with Good
    
    Change in
    
    Change inName
    
    termination
    
    Disability
    
    for Cause
    
    Cause
    
    Reason
    
    Control
    
    ControlHarry L. Bosco
    
    Severance payment
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Accelerated
shares(1)
    
    $
    181,665
    
    
    $
    0
    
    
    $
    181,665
    
    
    $
    181,665
    
    
    $
    0
    
    
    $
    0Gilles Bouchard
    
    Severance payment
    
    $
    0
    
    
    $
    0
    
    
    $
    400,000
    
    
    $
    400,000
    
    
    $
    0
    
    
    $
    0Accelerated
shares(2)
    
    $
    218,000
    
    
    $
    0
    
    
    $
    218,000
    
    
    $
    218,000
    
    
    $
    218,000
    
    
    $
    218,000Michael C. Chan
    
    Severance payment
    
    $
    0
    
    
    $
    0
    
    
    $
    360,000
    
    
    $
    360,000
    
    
    $
    0
    
    
    $
    0Accelerated
shares(3)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    68,125
    
    
    $
    0Robert J. Nobile
    
    Severance payment
    
    $
    0
    
    
    $
    0
    
    
    $
    265,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Accelerated shares
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Justin J. ONeill
    
    Severance payment
    
    $
    0
    
    
    $
    0
    
    
    $
    300,000
    
    
    $
    300,000
    
    
    $
    0
    
    
    $
    0Accelerated shares
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
 
 (1)
    
    Represents the acceleration of vesting on 33,333 unvested shares of restricted stock as of March 31, 2008 valued at $5.45 per share.(2)
    
    Represents the acceleration of vesting on 40,000 unvested shares of restricted stock as of March 31, 2008 valued at $5.45 per share.(3)
    
    Represents the acceleration of vesting on 12,500 unvested shares of restricted stock as of March 31, 2008 valued at $5.45 per share. 28




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##### Table of Contents



DIRECTOR COMPENSATION
  Board ServiceAnnual Retainer:
    
    $25,000Meeting Fees:
    
    $1,500 per meetingCommittee ServiceAudit CommitteeChair Annual Retainer:
    
    $5,000Meeting Fees:
    
    $1,000 per meetingCompensation CommitteeChair Annual Retainer:
    
    $5,000Meeting Fees:
    
    $1,000 per meetingNominating/Corporate Governance CommitteeChair Annual Retainer:
    
    $2,500Meeting Fees:
    
    $1,000 per meeting
  29




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##### Table of Contents



Director Compensation Table
  Change inPension ValueandFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedEarned or
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    Deferred
    
    All OtherPaid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    CompensationDirector
    
    Cash
    
    Awards(1)
    
    Awards
    
    Compensation
    
    Earnings
    
    (2)
    
    TotalKendall Cowan
    
    $
    57,000
    
    
    $
    24,244
    
    
    $ 0


    


    $ 0
    
    $ 0
    $
    10,734
    
    
    $
    91,978Isamu Kuru
    
    $
    51,125
    
    
    $
    24,244
    
    
$ 0

$ 0

$ 0

    $
    10,734
    
    
    $
    86,103David Lee
    
    $
    43,000
    
    
    $
    16,441
    
    
$ 0

$ 0

$ 0

    $
    10,734
    
    
    $
    70,175Ryuichi Otsuki
    
   $
0




$
0

 
$ 0

$ 0

$ 0

    $
    9,799
    (3)
    
    $
    9,799John F. Otto
    
    $
    60,000
    
    
    $
    24,244
    
    
$ 0

$ 0

$ 0

    $
    10,734
    
    
    $
    94,978Naoya Takahashi
    
$
0


$
0


$ 0

$ 0

$ 0

    $
    9,665

(3)
    
    $
    9,665
 
 (1)
    
    Represents the dollar amount recognized for financial
statement reporting purposes with respect to the fiscal year
ended March 31, 2008 in accordance with the Statement of
Financial Accounting Standards No. 123(R), Share-Based
Payment, for the fair value of restricted stock and/or
restricted stock units awarded to the non-employee directors.
The fair value is calculated using the closing price of our
common stock on the grant date for the shares awarded. The
reported amounts reflect the Companys stock-based
compensation expense for these awards and do no correspond to
the actual value that might be recognized by such directors.(2)
    
    Non-employee directors received quarterly cash compensation
at an annual rate equal to $25,000 prior to the Annual
Meeting held on September 5, 2007. On and after the
September 15, 2007 meeting, such non-employee directors were
granted restricted stock or restricted stock units.(3)
    
    Mr. Otsuki and Dr. Takahashi have declined compensation
pursuant to our director compensation program for their
services as directors apart from compensation, in each case,
in an amount equal to the tax liability with respect to any
amounts deemed constructively received by them plus the fees
of an accounting firm engaged to prepare and file the tax
returns associated with such amounts. Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report*
  30




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##### Table of Contents



Compensation Committee
of the
Board of Directors
 
 
 *
    
    The material in this report is not soliciting material, is not deemed
filed with the SEC and is not incorporated by reference in any filing
of the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made on, before,
or after the date of this Proxy Statement and irrespective of any
general incorporation language in such filing.
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
  Equity Compensation Plan InformationNumber of securities remainingNumber of securities to be
    
    Weighted-average
    
    available for future issuance underissued upon exercise of
    
    exercise price of
    
    equity compensation plansoutstanding options,
    
    outstanding options,
    
    (excluding securities reflected inwarrants and rights
    
    warrants and rights
    
    column (a))Plan category
    
    
    (a)
    
    
    
    (b)
    
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    6,032,642
    
    
    $
    14.14
    
    
    
    3,204,014Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    6,032,642
    
    
    $
    14.14
    
    
    
    3,204,014
  §
    
    each director and nominee;§
    
    our Named Executive Officers;§
    
    all of our directors and executive officers as a group; and§
    
    each person known by us to beneficially own more than 5% of our common stock.
  31




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##### Table of Contents



Common Stock Beneficially Owned(1)(2)Name of Beneficial Owner
    
    Number of
    
    Percent5% Stockholders
    
    Shares
    
    of TotalHitachi, Ltd.
    
    
    29,343,334
    (3)
    
    
    45.4
    %Clarity Partners, L.P.
    
    
    7,527,420
    (4)(5)
    
    
    11.6
    %Clarity Opnext Holdings II, LLCClarity Management, L.P.Marubeni Corporation
    
    
    7,500,000
    (6)
    
    
    11.6
    %Marubeni America CorporationDirectors and Named Executive OfficersHarry L. Bosco
    
    
    1,259,166
    (7)
    
    
    1.95
    %Dr. David Lee
    
    
    7,527,420
    (5)
    
    
    11.6
    %Dr. Naoya Takahashi
    
    
    0
    
    
    
    *John F. Otto, Jr.
    
    
    2,281
    
    
    
    *Kendall W. Cowan
    
    
    2,281
    
    
    
    *Dr. Isamu Kuru
    
    
    2,281
    
    
    
    *Ryuichi Otsuki
    
    
    0
    
    
    
    *Robert J. Nobile
    
    
    69,611
    (8)
    
    
    *Michael C. Chan
    
    
    233,750
    (9)
    
    
    *Gilles Bouchard
    
    
    40,000
    (10)
    
    
    *Justin J. ONeill
    
    
    25,000
    (11)
    
    
    *All directors and executive officers
as a group(11 individuals)
    
    
    9,292,441
    (5)(6)(7)
    
    
    14.4
    %
 
 *
    
    Less than 1%.(1)
    
    Beneficial ownership is determined under the rules of the SEC, and
includes voting or investment power with respect to the securities.
Information in this table is based on our records and information
provided by directors, nominees, Named Executive Officers, executive
officers and in information filed with the SEC. Unless otherwise
indicated in the footnotes and subject to community property laws
where applicable, each of the directors and nominees, Named Executive
Officers and executive officers has sole voting and/or investment
power with respect to such shares, including shares held in trust.(2)
    
    The number of shares of common stock outstanding used in calculating
the percentage for each listed person is based on 64,623,847 shares of
our common stock outstanding as of June 30, 2008, and also includes,
with respect to each person, the shares of common stock underlying
options held by that person that were exercisable as of June 20, 2008
or within 60 days of such date, but excludes shares of common stock
underlying options held by any other person.(3)
    
    Based upon a Form 3, as amended, dated as of February 19, 2007, and a
Form 4, dated as of February 16, 2007, as filed with the SEC by
Hitachi, Ltd. reporting ownership of these shares as of those dates.
This figure includes 1,010,000 shares of common stock obtainable
within 60 days by the exercise of stock options. The address of
Hitachi, Ltd. is 6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8280
Japan.(4)
    
    The address of Clarity Partners, L.P., Clarity Opnext Holdings II, LLC and Clarity Management, L.P. is 100 North Crescent Drive, Beverly Hills, CA 90210.(5)
    
    Based upon a Form 3 filed with the SEC on February 7, 2008, and Form
4s as filed by each of David Lee, Clarity Opnext Holdings I, LLC and
Clarity Opnext Holdings II, LLC on February 7, 2008, Clarity Partners
L.P. holds 4,229,114 shares and Clarity Opnext Holdings II, LLC holds
3,298,306 shares. These figures include 1,000,000 shares of common
stock obtainable within 60 days by the exercise of stock options.
Clarity GenPar, LLC is the general partner of Clarity Partners, L.P.
and Clarity Partners, L.P. is the managing member of Clarity Opnext
Holdings II, LLC. Clarity Management, LLC is the general partner of
Clarity Management, L.P. (together with Clarity Partners, L.P. and
Clarity Opnext Holdings II, LLC, the Clarity Entities). Because Dr.
David Lee is a managing member of Clarity GenPar, LLC and Clarity
Management, LLC, he may be deemed to be the beneficial owner of the
shares held by the Clarity Entities, which he disclaims except to the
extent of his pecuniary interest therein.(6)
    
    Of the 7,500,000 shares reported as beneficially owned by Marubeni
Corporation, 6,000,000 shares are owned directly by Marubeni
Corporation and 1,500,000 shares are owned directly by Marubeni
America Corporation, a wholly-owned subsidiary of Marubeni
Corporation. The address of Marubeni Corporation is 4-2, Ohtemachi 1-Chome, Chiyoda-Ku, Tokyo, MO 100-8088 and Marubeni America
Corporation is 450 Lexington Avenue, 35th Floor, New York,
New York 10017.(7)
    
    Includes 66,666 shares of common stock granted as restricted stock on
November 1, 2004, 33,333 shares of which vested on February 20, 2008
and 33,333 shares of which will vest on February 20, 2009, subject to
the executives continued employment with the Company. The remaining
shares consist of 5,000 shares of common stock purchased on the open
market and 1,187,500 shares of common stock obtainable within 60 days
by the exercise of stock options. 32




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##### Table of Contents



(8)
    
    Includes 13,361 shares of common stock granted as restricted stock on July 1, 2004, 5,028 shares of
which vested on February 20, 2008 and 8,333 shares of which will vest on February 20, 2009, subject
to the executives continued employment with the Company. The remaining shares of common stock
consist of common stock obtainable within 60 days by the exercise of stock options.(9)
    
    Includes 25,000 shares of common stock granted as restricted stock on July 1, 2004, 12,500 shares
of which vested on February 20, 2008 and 12,500 shares of which will vest on February 20, 2009,
subject to the executives continued employment with the Company. The remaining shares of common
stock consist of common stock obtainable within 60 days by the exercise of stock options.(10)
    
    Represents 40,000 shares of common stock granted as restricted stock in connection with Mr.
Bouchards employment agreement, which such restricted stock will vest in equal installments on
each of November 1, 2008 and November 1, 2009.(11)
    
    Represents 25,000 shares of common stock obtainable within 60 days by the exercise of stock options. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  Agreements with Hitachi and Clarity
 Registration Rights Agreement
  Agreements with Hitachi
 Opnext Japan Intellectual Property License Agreement
   33




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##### Table of Contents



Opto Device Intellectual Property License Agreement
   Opnext Japan Intellectual Property License Agreement with Hitachi Communication Technologies, Ltd.
   34




---



##### Table of Contents



Opnext Research and Development Agreement
   Opnext Japan Research and Development Agreement
    35




---



##### Table of Contents



Opnext Japan Outsourcing Agreement
  Opnext Preferred Provider Agreement
   Opnext Japan Procurement Agreement
  Opnext Raw Materials Supply Agreement
   36




---



##### Table of Contents



Opnext Logistics and Distribution Agreements
   Software User License Agreement with Renesas Technology
  Lease Agreement with Hitachi
   Lease Agreement with Renesas Technology
   Lease Agreement with Chuo Shoji
  37




---



##### Table of Contents



Lease Agreement with Hitachi Europe GmbH
   Opnext Japan Secondment Agreements
   Opto Device Secondment Agreements
   Capital Leases with Hitachi Capital Corporation
  Director Independence
   38




---



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39




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##### Table of Contents



Item 14. Principal Account Fees and Services.
 Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
  Year EndedMarch 31, 2008
    
    
    March 31, 2007Audit Fees(1)
    
    $
    850,000
    
    
    $
    525,000Audit-Related Fees(2)
    
    
    236,500
    
    
    
    839,000Tax Fees(3)
    
    
    189,245
    
    
    
    39,500Total Fees
    
    $
    1,275,745
    
    
    $
    1,403,500
 
 (1)
    
    Audit fees consist primarily of fees billed in connection with the annual audit of
the consolidated financial statements of Opnext, Inc. and its subsidiaries, including
review of the consolidated unaudited quarterly financial statements by Ernst & Young, LLP
and, for the year ended March 31, 2008, the fees billed in connection with their report on
internal control over financial reporting.(2)
    
    Audit-related fees consist of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of the financial statements
of Opnext, Inc. and its subsidiaries, including review services performed during the year
ended March 31, 2007 in connection with the Companys Registration Statement on Form S-1,
including comfort letters and other matters related to the initial public offering of the
Company, and, during the year ended March 31, 2008, related to the restatement of certain
consolidated financial statements.(3)
    
    Tax fees consist of fees billed for professional services rendered for tax-related
matters associated with Opnext Germany, transfer pricing analyses and documentation and
miscellaneous tax-related consultations.  Tax Impact of Executive Compensation
    40




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##### Table of Contents



Audit Committee Policy Regarding Pre-Approval of Audit and Permissible Non-Audit Services of our
Independent Auditors
  41




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules.
 All financial statements.
 Financial statement schedules.
 Exhibits.
 42




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##### Table of Contents



Exhibit Index
 ExhibitNo.
    
    Description of Document3.1
    
    Form of Amended and Restated Certificate of Incorporation of Opnext, Inc.(1)3.2
    
    Form of Amended and Restated Bylaws of Opnext, Inc.(1)3.3
    
    Specimen of stock certificate for common stock.(1)4.1
    
    Pine Stockholder Agreement, dated as of June 4, 2003, by and among Opnext, Inc. and the Stockholders of Pine
Photonics Communications, Inc.(1)4.2
    
    Registration Rights Agreement, entered into as of July 31, 2001, by and among Opnext, Inc., Clarity Partners, L.P.,
Clarity Opnext Holdings I, LLC, Clarity Opnext Holdings II, LLC, and Hitachi, Ltd.(1)4.3
    
    Stockholders Agreement, dated as of July 31, 2001, between Opnext, Inc. and each of Hitachi, Ltd., Clarity
Partners, L.P., Clarity Opnext Holdings I, LLC and Clarity Opnext Holdings II, LLC, as amended.(1)10.1+
    
    Pine Photonics Communications, Inc. 2000 Stock Plan.(1)10.2+
    
    Form of Pine Photonics Communications, Inc. 2000 Stock Plan: Stock Option Agreement.(1)10.3+
    
    Opnext, Inc. 2001 Long-Term Stock Incentive Plan.(1)10.4+
    
    Form of Opnext, Inc. 2001 Long-Term Stock Incentive Plan, Nonqualified Stock Option Agreement.(1)10.4a+
    
    Form of Opnext, Inc. 2001 Long-Term Stock Incentive Plan, Nonqualified Stock Option Agreement for Senior
Executives.(1)10.4b+
    
    Opnext, Inc. Nonqualified Stock Option Agreement dated as of November 1, 2004, between Opnext, Inc. and Harry L.
Bosco (Participant).(1)10.4c+
    
    Form of Opnext, Inc. 2001 Long-Term Stock Incentive Plan, Stock Appreciation Right Agreement.(1)10.4d+*
    
    Form of Amendment to Stock Appreciation Right Agreement.10.5
    
    Form of Hitachi, Ltd. and Clarity Management, L.P. Nonqualified Stock Option Agreement.(1)10.6+
    
    Opnext, Inc. Amended and Restated 2001 Long-Term Stock Incentive Plan.(1)10.7+
    
    Employment Agreement, entered into as of July 31, 2001, by and between Opnext, Inc. and Harry L. Bosco, as
amended.(1)10.8+
    
    Employment Agreement, entered into as of August 24, 2001, by and between Opnext, Inc. and Michael C. Chan, as
amended.(1)10.9+
    
    Employment Agreement, entered into as of August 24, 2001, by and between Opnext, Inc. and Chi-Ho Christopher Lin, as
amended.(1)10.10+
    
    Employment Agreement, dated March 5, 2001, by and between Opnext, Inc. and Robert J. Nobile.(1)10.11+
    
    Form of Opnext, Inc. Restricted Stock Agreement.(1)10.12
    
    Research and Development Agreement, dated as of July 31, 2001, by and among Hitachi, Ltd., Opnext Japan, Inc. and
Opto Device, Ltd. as amended.(1)10.13
    
    Research and Development Agreement, dated as of July 31, 2002, by and between Hitachi, Ltd. and Opnext, Inc., as
amended.(1)10.14
    
    Outsourcing Agreement, made and entered into as of July 31, 2001, by and between Hitachi, Ltd. and Opnext Japan,
Inc., as amended.(1)
 43




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##### Table of Contents



ExhibitNo.
    
    Description of Document10.15
    
    Preferred Provider Agreement, made and entered into as of July 31, 2001, by and between Hitachi, Ltd. and Opnext,
Inc., as amended.(1)10.16
    
    Procurement Agreement, made and entered into as of July 31, 2001, by and between Opnext Japan, Inc. and Hitachi,
Ltd., as amended.(1)10.17
    
    Raw Materials Supply Agreement, made and entered into as of July 31, 2001, by and between Hitachi, Ltd. and Opnext,
Inc., as amended.(1)10.18
    
    Intellectual Property License Agreement, dated as of July 31, 2001, by and between Hitachi, Ltd. and Opnext Japan,
Inc., as amended.(1)10.19
    
    Intellectual Property License Agreement, dated as of October 1, 2002, by and between Hitachi, Ltd. and Opnext Japan,
Inc., as amended.(1)10.20
    
    Intellectual Property License Agreement, effective as of October 1, 2002, by and between Hitachi Communication
Technologies, Ltd. and Opnext Japan, Inc.(1)10.21
    
    Trademark Indication Agreement, dated as of October 1, 2002, by and between Hitachi, Ltd. and Opnext Japan, Inc., as
amended.(1)10.22
    
    Trademark Indication Agreement, dated as of July 31, 2001, by and between Hitachi, Ltd., Opnext, Inc. and Opnext
Japan, Inc., as amended.(1)10.23
    
    Lease Agreement, made as of July 31, 2001, between Hitachi Communication Technologies, Ltd. and Opnext Japan, Inc.,
as amended.(1)10.24
    
    Lease Agreement, made as of October 1, 2002, between Renesas Technology Corp. and Opnext Japan, Inc., as amended.(1)10.25
    
    Business Park Net Lease Agreement, dated as of June 30, 2000, by and between Bedford Property Investors, Inc. and
Opnext, Inc., as amended.(1)10.26
    
    Agreement on Bank Transactions between Opnext Japan, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as amended.(1)10.27
    
    Software User License Agreement, dated as of October 20, 2003, by and between Renesas Technology Corp. and Opnext
Japan, Inc.(1)10.28
    
    Logistics Agreement, effective as of April 1, 2002, between Opnext, Inc. and Hitachi Transport System, Ltd.(1)10.29
    
    Distribution Agreement, dated April 1, 2001, between Hitachi Electronic Devices Sales, Inc. and Opnext Japan, Inc.(1)10.30
    
    Distribution Agreement, dated April 1, 2003, between Opnext Japan, Inc. and Renesas Technology Sale Co., Ltd.(1)10.31
    
    Distribution Agreement, dated July 1, 2003, between Opnext Japan, Inc. and Hitachi High-Technologies Corp.(1)10.32
    
    Employment Agreement, dated as of November 1, 2007, between Opnext, Inc. and Gilles Bouchard, together with the form
of the Nonqualified Stock Option Agreement and Restricted Stock Agreement to be entered into between the Company and
Mr. Bouchard.(2)10.33
    
    Non-Competition Agreement, dated as of November 1, 2007, between Opnext, Inc. and Gilles Bouchard.(2)10.34
    
    Indemnification Agreement, dated as of November 1, 2007, between Opnext, Inc. and Gilles Bouchard.(2)10.35
    
    First Amendment to Opnext, Inc. Amended and Restated 2001 Long-Term Stock Incentive Plan, dated as of December 12,
2007.(3)10.36+*
    
    Amended and Restated Employment
Agreement, dated as of July 29, 2008, between Opnext, Inc. and
Michael C. Chan.
 44




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##### Table of Contents



ExhibitNo.
    
    Description of Document21
    
    List of Subsidiaries.(1)31.1*
    
    Certification of Principal Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1**
    
    Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.32.2**
    
    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Filed as an exhibit to the Form S-1 Registration Statement (No. 333-138262) declared effective on February 14,
2007 and incorporated herein by reference.(2)
    
    Filed as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on November 1, 2007 and
incorporated herein by reference.(3)
    
    Filed as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on December 12, 2007 and
incorporated herein by reference.*
    
    Filed herewith.**
    
    Furnished herewith and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.+
    
    Management contract or compensatory plan or arrangement. 45




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##### Table of Contents



SIGNATURES
  OPNEXT, INC.By:
    
    /s/ Harry L. Bosco

Harry L. Bosco, President,Chief Executive Officer and DirectorBy:
    
    /s/ Robert J. Nobile

Robert J. Nobile, Chief Financial Officer andSenior Vice President, Finance
  46




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##### Table of Contents



Signature
    
    Title/s/  Harry L. Bosco

Harry L. Bosco
    
    Director, President and Chief Executive Officer
(principal executive officer)/s/  Robert J. Nobile

Robert J. Nobile
    
    Chief Financial Officer and Senior Vice President, Finance (principal
financial and accounting officer)/s/  Dr. Naoya Takahashi
    
    Director and Chairman of the BoardDr. Naoya Takahashi/s/  Dr. David Lee
    
    Director and Co-Chairman of the BoardDr. David Lee/s/  Ryuichi Otsuki
    
    DirectorRyuichi Otsuki/s/  John F. Otto, Jr.
    
    DirectorJohn F. Otto, Jr./s/  Kendall W. Cowan
    
    DirectorKendall W. Cowan/s/  Dr. Isamu Kuru
    
    DirectorDr. Isamu Kuru
 47




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##### Table of Contents



Exhibit Index
 ExhibitNo.
    
    Description of Document3.1
    
    Form of Amended and Restated Certificate of Incorporation of Opnext, Inc.(1)3.2
    
    Form of Amended and Restated Bylaws of Opnext, Inc.(1)3.3
    
    Specimen of stock certificate for common stock.(1)4.1
    
    Pine Stockholder Agreement, dated as of June 4, 2003, by and among Opnext, Inc. and the Stockholders of Pine Photonics
Communications, Inc.(1)4.2
    
    Registration Rights Agreement, entered into as of July 31, 2001, by and among Opnext, Inc., Clarity Partners, L.P., Clarity
Opnext Holdings I, LLC, Clarity Opnext Holdings II, LLC, and Hitachi, Ltd.(1)4.3
    
    Stockholders Agreement, dated as of July 31, 2001, between Opnext, Inc. and each of Hitachi, Ltd., Clarity Partners, L.P.,
Clarity Opnext Holdings I, LLC and Clarity Opnext Holdings II, LLC, as amended.(1)10.1+
    
    Pine Photonics Communications, Inc. 2000 Stock Plan.(1)10.2+
    
    Form of Pine Photonics Communications, Inc. 2000 Stock Plan: Stock Option Agreement.(1)10.3+
    
    Opnext, Inc. 2001 Long-Term Stock Incentive Plan.(1)10.4+
    
    Form of Opnext, Inc. 2001 Long-Term Stock Incentive Plan, Nonqualified Stock Option Agreement.(1)10.4a+
    
    Form of Opnext, Inc. 2001 Long-Term Stock Incentive Plan, Nonqualified Stock Option Agreement for Senior Executives.(1)10.4b+
    
    Opnext, Inc. Nonqualified Stock Option Agreement dated as of November 1, 2004, between Opnext, Inc. and Harry L. Bosco
(Participant).(1)10.4c+
    
    Form of Opnext, Inc. 2001 Long-Term Stock Incentive Plan, Stock Appreciation Right Agreement.(1)10.4d+*
    
    Form of Amendment to Stock Appreciation Right Agreement.10.5
    
    Form of Hitachi, Ltd. and Clarity Management, L.P. Nonqualified Stock Option Agreement.(1)10.6+
    
    Opnext, Inc. Amended and Restated 2001 Long-Term Stock Incentive Plan.(1)10.7+
    
    Employment Agreement, entered into as of July 31, 2001, by and between Opnext, Inc. and Harry L. Bosco, as amended.(1)10.8+
    
    Employment Agreement, entered into as of August 24, 2001, by and between Opnext, Inc. and Michael C. Chan, as amended.(1)10.9+
    
    Employment Agreement, entered into
as of August 24, 2001, by and between Opnext, Inc. and Chi-Ho
Christopher Lin, as 
amended.(1)10.10+
    
    Employment Agreement, dated March 5, 2001, by and between Opnext, Inc. and Robert J. Nobile.(1)10.11+
    
    Form of Opnext, Inc. Restricted Stock Agreement.(1)10.12
    
    Research and Development Agreement, dated as of July 31, 2001, by and among Hitachi, Ltd., Opnext Japan, Inc. and Opto Device,
Ltd. as amended.(1)10.13
    
    Research and Development Agreement, dated as of July 31, 2002, by and between Hitachi, Ltd. and Opnext, Inc., as amended.(1)10.14
    
    Outsourcing Agreement, made and entered into as of July 31, 2001, by and between Hitachi, Ltd. and Opnext Japan, Inc., as
amended.(1)
 48




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##### Table of Contents



ExhibitNo.
    
    Description of Document10.15
    
    Preferred Provider Agreement, made and entered into as of July 31, 2001, by and between Hitachi, Ltd. and Opnext, Inc., as
amended.(1)10.16
    
    Procurement Agreement, made and entered into as of July 31, 2001, by and between Opnext Japan, Inc. and Hitachi, Ltd., as
amended.(1)10.17
    
    Raw Materials Supply Agreement, made and entered into as of July 31, 2001, by and between Hitachi, Ltd. and Opnext, Inc., as
amended.(1)10.18
    
    Intellectual Property License Agreement, dated as of July 31, 2001, by and between Hitachi, Ltd. and Opnext Japan, Inc., as
amended.(1)10.19
    
    Intellectual Property License Agreement, dated as of October 1, 2002, by and between Hitachi, Ltd. and Opnext Japan, Inc., as
amended.(1)10.20
    
    Intellectual Property License Agreement, effective as of October 1, 2002, by and between Hitachi Communication Technologies,
Ltd. and Opnext Japan, Inc.(1)10.21
    
    Trademark Indication Agreement, dated as of October 1, 2002, by and between Hitachi, Ltd. and Opnext Japan, Inc., as
amended.(1)10.22
    
    Trademark Indication Agreement, dated as of July 31, 2001, by and between Hitachi, Ltd., Opnext, Inc. and Opnext Japan, Inc., as
amended.(1)10.23
    
    Lease Agreement, made as of July 31, 2001, between Hitachi Communication Technologies, Ltd. and Opnext Japan, Inc., as
amended.(1)10.24
    
    Lease Agreement, made as of October 1, 2002, between Renesas Technology Corp. and Opnext Japan, Inc., as amended.(1)10.25
    
    Business Park Net Lease Agreement, dated as of June 30, 2000, by and between Bedford Property Investors, Inc. and Opnext, Inc.,
as amended.(1)10.26
    
    Agreement on Bank Transactions between Opnext Japan, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as amended.(1)10.27
    
    Software User License Agreement, dated as of October 20, 2003, by and between Renesas Technology Corp. and Opnext Japan,
Inc.(1)10.28
    
    Logistics Agreement, effective as of April 1, 2002, between Opnext, Inc. and Hitachi Transport System, Ltd.(1)10.29
    
    Distribution Agreement, dated April 1, 2001, between Hitachi Electronic Devices Sales, Inc. and Opnext Japan, Inc.(1)10.30
    
    Distribution Agreement, dated April 1, 2003, between Opnext Japan, Inc. and Renesas Technology Sale Co., Ltd.(1)10.31
    
    Distribution Agreement, dated July 1, 2003, between Opnext Japan, Inc. and Hitachi High-Technologies Corp.(1)10.32
    
    Employment Agreement, dated as of November 1, 2007, between Opnext, Inc. and Gilles Bouchard, together with the form of the
Nonqualified Stock Option Agreement and Restricted Stock Agreement to be entered into between the Company and
Mr. Bouchard.(2)10.33
    
    Non-Competition Agreement, dated as of November 1, 2007, between Opnext, Inc. and Gilles Bouchard.(2)10.34
    
    Indemnification Agreement, dated as of November 1, 2007, between Opnext, Inc. and Gilles Bouchard.(2)10.35
    
    First Amendment to Opnext, Inc. Amended and Restated 2001 Long-Term Stock Incentive Plan, dated as of December 12,
2007.(3)10.36+*
    
    Amended and Restated Employment
Agreement, dated as of July 29, 2008, between Opnext, Inc. and
Michael C. Chan.21
    
    List of Subsidiaries.(1)
 49




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##### Table of Contents



ExhibitNo.
    
    Description of Document23.1
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.24
    
    Power of Attorney (set forth on the signature page of this Form 10-K).31.1*
    
    Certification of Principal Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32.1**
    
    Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Filed as an exhibit to the Form S-1 Registration Statement (No. 333-138262) declared effective on February 14, 2007 and incorporated herein by
reference.(2)
    
    Filed as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on November 1, 2007 and incorporated herein by reference.(3)
    
    Filed as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on December 12, 2007 and incorporated herein by reference.*
    
    Filed herewith.**
    
    Furnished herewith and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.+
    
    Management contract or compensatory plan or arrangement. 50