##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 1
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2009
 Commission file number 001-33306
 
 Opnext, Inc.
  
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    22-3761205(I.R.S. Employer
Identification No.)46429 Landing Parkway, Fremont, California(Address of principal executive office)
    
    94538(Zip Code)
 (510) 580-8828
(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 Exchange Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value
    
    The NASDAQ Stock Market LLC
 o þ
 o þ
 þ o
 o 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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EXPLANATORY NOTE
    2




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##### 



Table of Contents of Form 10-K/A
 PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and, Management and Related Stockholders MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESEX-10.29EX-10.30EX-10.31EX-10.32EX-10.33EX-21.1EX-31.1EX-31.2EX-32.1EX-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
    
    PositionCharles J. Abbe
    
    
    68
    
    
    DirectorHarry L. Bosco
    
    
    64
    
    
    Chairman of the BoardGilles Bouchard
    
    
    49
    
    
    President and Chief Executive Officer, DirectorMichael C. Chan
    
    
    55
    
    
    Executive Vice President, Business Development and Product Portfolio Management and President, Opnext Subsystems, Inc.Kendall W. Cowan
    
    
    55
    
    
    DirectorShrichand Dodani
    
    
    51
    
    
    Senior AdvisorAtsushi (James) Horiuchi
    
    
    49
    
    
    Senior Vice President, Global SalesShinjiro Iwata
    
    
    61
    
    
    DirectorTadayuki Kanno
    
    
    56
    
    
    President, Modules and Devices Business Unit, Opnext Japan, Inc.Isamu Kuru
    
    
    69
    
    
    DirectorDavid Lee
    
    
    59
    
    
    Co-Chairman of the BoardRobert J. Nobile
    
    
    49
    
    
    Senior Vice President, Finance & Chief Financial OfficerKei Oki
    
    
    61
    
    
    Executive Vice President, Opnext, Inc. & President, Opnext Japan, Inc.Justin J. ONeill
    
    
    50
    
    
    Senior Vice President & General CounselRyuichi Otsuki
    
    
    51
    
    
    DirectorJohn F. Otto, Jr.
    
    
    60
    
    
    DirectorPhilip F. Otto
    
    
    68
    
    
    DirectorWilliam F. Smith
    
    
    52
    
    
    DirectorNaoya Takahashi
    
    
    59
    
    
    Chairman of the Board1Tammy L. Wedemeyer
    
    
    40
    
    
    Vice President, Human Resources & Corporate Secretary
 Charles J. Abbe.
 Harry L. Bosco.
 Gilles Bouchard.
 
 1
    
    Dr. Takahashi resigned as Chairman of the
Board effective April 1, 2009 and resigned as a member of the Board effective
May 13, 2009. 4




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Michael C. Chan.
 Kendall W. Cowan.
 Shrichand Dodani.
 Atsushi (James) Horiuchi.
 Shinjiro Iwata.
 5




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Tadayuki Kanno.
 Isamu Kuru.
 David Lee.
 Robert J. Nobile.
 Kei Oki.
 Justin J. ONeill.
 Ryuichi Otsuki.
 6




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John F. Otto, Jr.
 Philip F. Otto.
 William F. Smith.
 Naoya Takahashi.
 Tammy
L. Wedemeyer.
 Audit Committee
  7




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Communication with the Board
  Code of Ethics
 http://www.opnext.com
 Section 16(a) Beneficial Ownership Reporting Compliance
  8




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Item 11.
    
    Executive Compensation.
 Compensation Discussion and Analysis
  
    
    Harry L. Bosco, President and Chief Executive Officer until his retirement
on March 31, 2009;
 
    
    Gilles Bouchard, Chief Operating Officer, who was appointed President and
Chief Executive Officer on April 1, 2009;
 
    
    Michael C. Chan, Executive Vice President of Business Development and
Product Portfolio Management and, as of April 1, 2009, President, Opnext Subsystems,
Inc.;
 
    
    Shrichand Dodani, President, Opnext Subsystems, Inc. until March 31, 2009,
and currently Senior Advisor to Mr. Bouchard; and
 
    
    Robert J. Nobile, Senior Vice President of Finance and Chief Financial
Officer.
   Compensation Philosophy and Objectives
   
    
    attract and motivate well-qualified individuals with the ability and talent necessary 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 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 continuing increases in stockholder value.
 Role of the Compensation Committee
  9




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
    
    annual base salaries;
    
    annual incentive compensation;
    
    long-term incentive compensation;
    
    employment agreements (including severance and change-in-control arrangements); and
    
    other compensation, perquisites, or special benefits, if any.
    
    
    reviews our corporate goals and objectives relevant to executive compensation;
 
    
    considers executive performance in light of such goals and objectives and sets
executive compensation based on these evaluations and other factors as the Compensation
Committee deems appropriate and in the best interests of the Company and our stockholders;
and
 
    
    determines any long-term equity incentive component of executive compensation
based on past awards, the Companys performance, the value of similar incentive awards at
the companies in our Peer Group (as defined below), individual performance in accordance
with stated objectives, and other factors the Compensation Committee deems appropriate and
in the best interests of the Company and our stockholders.
 Use of External Advisors
  10




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
    
    an analysis of our executive compensation program, including an examination of
base salary, annual cash compensation, total cash compensation and long-term incentive
compensation, and total direct compensation levels;
 
    
    advice regarding the retention of our senior executive team and the development
of a special long-term incentive grant in light of the then pending merger with StrataLight
Communications, Inc. (StrataLight); and
 
    
    information, analysis and advice regarding and the development of long-term
incentive grants and a supplemental retirement plan for Harry L. Bosco, the Companys then
president and chief executive officer.
 Compensation Levels and Benchmarking
   Avanex Corp.
    
    Intevac Inc.Bookham Inc.
    
    IxiaCoherent Inc.
    
    Mercury Computer Systems, Inc.Cymer Inc.
    
    MRV Communications Inc.Electro Scientific Industries Inc.
    
    Optium Corp.Finisar Corp.
    
    PMC  Sierra Inc.Harmonic Corp.
    
    Silicon Laboratories Inc.Infinera Corp.
    
    Smart Modular Technologies, Inc.
   
    
    Mercer  2007 Executive Compensation Survey (all industries);
    
    CHiPs  2007 Executive Compensation Survey (technology);
    
    Private 1  2007 Private Survey of Executive Compensation (all
industries);
    
    Private 2  2007 Private Survey of Executive Compensation (all
industries); and
    
    Watson Wyatt  2007/2008 Top Management Compensation Survey
(technology).
 Compensation Elements
  
    
    base salary  fixed compensation that takes into account an individuals function and
responsibility, performance, and expertise;
 11




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
    
    annual incentives  a performance-based cash incentive bonus under the Second Amended
and Restated 2001 Long-Term Stock Incentive Plan (the Incentive Plan) designed to reward
attainment of company and individual performance objectives, with target award opportunities
expressed as a percentage of base salary; and
 
    
    long-term equity incentives in the form of grants of stock options or restricted stock
under the Incentive Plan designed to provide retention and alignment of executive and
shareholder interests.
    
    
    base salaries for our Named Executive
Officers will generally be targeted to be at
the 50th percentile market level;
 
    
    annual target bonus opportunities for our Named Executive
Officers are generally
structured to be at or near the 75th percentile market level; and
 
    
    long-term incentive/equity awards for our Named Executive
Officers will generally
be structured to provide annualized values at the 75th percentile market level.
 Base Salary
  th th th
 Annual Incentive Compensation
  12




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th th
    13




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Long-Term Incentive 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.
  th th
  Stock Options
   14




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15




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provided, however
    Employee Liquidity Bonus PlanMr. Dodani
   16




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Restricted Stock
   Equity Award Practices
  Perquisites and Other Benefits
  Employee Healthcare Premiums.
 Matching Contributions to 401(k) Plan Accounts.
 17




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Insurance Allowance.
 18




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Contributions to Vested and Unvested Defined Contribution Plans
  401(k) PlanFiscal
    
    CompanyNamed Executive Officer
    
    Year
    
    ContributionsHarry L. Bosco
    
    
    2009
    
    
    $
    9,200.00Gilles Bouchard
    
    
    2009
    
    
    $
    9,210.00Michael C. Chan
    
    
    2009
    
    
    $
    9,800.00Shrichand Dodani
    
    
    2009
    
    
    $
    1,119.00Robert J. Nobile
    
    
    2009
    
    
    $
    9,200.00
 19




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All Other Compensation
  Internal Revenue Code Section 162(m) Policy
   Internal Revenue Code Section 409A
  Accounting Standards
  20




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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)
    
    ($)
    
    ($)(5)
    
    ($)(5)
    
    ($)
    
    ($)
    
    ($)(6)
    
    TotalHarry L. Bosco
    
    
    2009
    
    
    $
    500,000
    
    
    $
    0
    
    
    $
    323,747
    
    
    $
    242,577
    
    
    $
    0
    
    
    $
    0
    
    
    $
    32,676
    
    
    $
    1,099,005Director, 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 Bouchard
    
    
    2009
    
    
    $
    400,000
    
    
    $
    140,000
    (2)
    
    $
    177,800
    
    
    $
    58,876
    
    
    $
    0
    
    
    $
    0
    
    
    $
    33,264
    
    
    $
    809,945Chief Operating Officer
    
    
    2008
    
    
    $
    166,267
    
    
    $
    100,000
    (2)
    
    $
    66,675
    
    
    $
    155,950
    
    
    $
    0
    
    
    $
    0
    
    
    $
    10,769
    
    
    $
    499,6612007
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Michael C. Chan
    
    
    2009
    
    
    $
    360,000
    
    
    $
    0
    
    
    $
    121,406
    
    
    $
    65,417
    
    
    $
    0
    
    
    $
    0
    
    
    $
    32,058
    
    
    $
    578,885Executive Vice President,
    
    
    2008
    
    
    $
    336,667
    
    
    $
    0
    
    
    $
    138,750
    
    
    $
    46,874
    
    
    $
    0
    
    
    $
    0
    
    
    $
    31,044
    
    
    $
    553,335Business Development and
    
    
    2007
    
    
    $
    325,000
    
    
    $
    0
    
    
    $
    17,344
    
    
    $
    0
    
    
    $
    195,000
    
    
    $
    0
    
    
    $
    30,346
    
    
    $
    567,690Product Portfolio ManagementShrichand Dodani
    
    
    2009
    
    
    $
    26,895
    
    
    $
    2,189,493
    (3)
    
    $
    2,563,695
    (4)
    
    $
    145,010
    
    
    $
    0
    
    
    $
    0
    
    
    $
    4,837
    
    
    $
    4,929,930President, Opnext Subsystems,
    
    
    2008
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Inc.
    
    
    2007
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Robert J. Nobile
    
    
    2009
    
    
    $
    265,000
    
    
    $
    0
    
    
    $
    80,934
    
    
    $
    58,876
    
    
    $
    0
    
    
    $
    0
    
    
    $
    32,500
    
    
    $
    437,315Chief Financial Officer
    
    
    2008
    
    
    $
    265,000
    
    
    $
    0
    
    
    $
    92,496
    
    
    $
    33,482
    
    
    $
    0
    
    
    $
    0
    
    
    $
    31,148
    
    
    $
    422,126and Senior Vice President, Finance
    
    
    2007
    
    
    $
    250,000
    
    
    $
    20,000
    
    
    $
    11,562
    
    
    $
    0
    
    
    $
    100,000
    
    
    $
    0
    
    
    $
    29,904
    
    
    $
    411,466
 
 (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 beginning on page 10.(2)
    
    Represents guaranteed bonuses paid to Mr. Bouchard on March 31, 2008 and March 31, 2009,
respectively, pursuant to the terms of his employment agreement.(3)
    
    Represents the cash portion of the award earned by Mr. Dodani under the terms of the Employee
Liquidity Bonus Plan, including cash payable in respect of escrowed consideration pursuant to
the provisions of the Merger Agreement. On or about January 31, 2009, Mr. Dodani received a
cash payment equal to $513,099 in accordance with the terms of the Employee Liquidity Bonus
Plan. Pursuant to our employment agreement with Mr. Dodani, by reason of Mr. Dodanis
position having changed to Senior Advisor effective March 31, 2009, Mr. Dodani became fully
vested in his right to receive all amounts payable to him under the Employee Liquidity Bonus
Plan, subject to the provisions of the Merger Agreement in respect of escrowed consideration.
Such amounts will 21




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be paid to Mr. Dodani on October 31, 2009 and January 31, 2010.(4)
    
    Represents the dollar amount recognized for financial statement reporting purposes with
respect to the fiscal year ended March 31, 2009 in accordance with Statement of Financial
Accounting Standards No. 123(R), Share-Based Payment, related to the expense associated with
Mr. Dodanis award under the Employee Liquidity Bonus Plan (which includes shares awarded in
respect of the escrowed consideration pursuant to the provisions of the Merger Agreement).
Pursuant to our employment agreement with Mr. Dodani, by reason of Mr. Dodanis position
having changed to Senior Advisor effective March 31, 2009, Mr. Dodani became fully vested in
his right to receive all amounts payable to him under the Employee Liquidity Bonus Plan
effective March 31, 2009, subject to the provisions of the Merger Agreement in respect of
escrowed consideration, and such amounts are to be paid to Mr. Dodani on October 31, 2009 and
January 31, 2010.(5)
    
    Represents the dollar amount recognized for financial statement reporting purposes 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 our stock-based compensation
expense for these awards and do not correspond to the actual value that might be recognized by
the Named Executive Officers.(6)
    
    Represents 401(k) Plan matching contributions and medical, dental, disability, life insurance
(and allowance for supplemental life insurance) and accidental death and dismemberment
insurance. 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
    
    of Stock
    
    Securities
    
    Option
    
    Stock andGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    or Units
    
    Underlying
    
    Awards
    
    OptionName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    Options (#)
    
    ($/Sh)
    
    Awards($)Harry L. Bosco
    
    
    7/11/2008
    
    
    $
    300,000
    
    
    $
    400,000
    
    
    $
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    (2)
    
    $
    4.92
    
    
    $
    828,0001/8/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,000
    (2)
    
    $
    2.34
    
    
    $
    840,000Gilles
Bouchard
    
    
    7/11/2008
    
    
    $
    100,000
    
    
    $
    100,000
    
    
    $
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,000
    (1)
    
    $
    4.92
    
    
    $
    248,400Michael C. Chan
    
    
    7/11/2008
    
    
    $
    151,200
    
    
    $
    201,600
    
    
    $
    252,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    (1)
    
    $
    4.92
    
    
    $
    276,000Shrichand Dodani
    
    
    2/17/2009
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    (3)
    
    $
    1.68
    
    
    $
    145,010Robert J. Nobile
    
    
    7/11/2008
    
    
    $
    111,300
    
    
    $
    148,400
    
    
    $
    185,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,000
    (1)
    
    $
    4.92
    
    
    $
    248,400
 
 (1)
    
    Represents stock options granted on July 11, 2008, pursuant to the Incentive Plan. The stock
options vest with respect to one-third of the shares on each of the
first, second and third anniversary of the date of grant,
and are subject to accelerated vesting under certain circumstances as set forth in the
applicable stock option agreement.(2)
    
    Represents stock options granted on July 11, 2008 and January 8, 2009, pursuant to Incentive
Plan. The stock options will vest and become exercisable with respect to one-third of the
shares on each of the first, second and third anniversaries of the date of grant, and are
subject to accelerated vesting under certain circumstances as set forth in the applicable
stock option agreement. 22




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(3)
    
    Represents stock options granted on February 17, 2009 pursuant to the terms of the employment
agreement between Mr. Dodani and the Company. By reason of Mr. Dodanis position having
changed to Senior Advisor effective March 31, 2009, this stock option vested in full and
became exercisable with respect to all of the shares covered by such option on March 31, 2009.(5)
    
    The Company did not achieve its target performance metric with respect to the component of
the 2009 Bonus Plan which was dependant upon Company performance and the Compensation
Committee elected not to pay the component of our Named Executive Officers bonus which was
dependant upon individual performance, 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, 2009. The maximum represents the
target bonus that is payable under the terms of the Named Executive Officers employment
agreements. Mr. Dodani did not participate in the 2009 Bonus Plan as Mr. Dodani did not
commence employment with us until the closing of the merger with StrataLight in January 2009.*
    
    Table does not reflect any shares of our common stock that were granted by StrataLight under
the Employee Liquidity Bonus Plan prior to the Merger.
    
    Pursuant to his employment agreement, Mr. Bouchard was
entitled to receive a bonus in an amount up to a maximum of $100,000
in connection with the 2009 Bonus Plan. Employment Agreements
 Mr. Harry L. Bosco
   Mr. Gilles Bouchard
  Initial Bouchard Agreement
  23




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Amended and Restated Bouchard Agreement
 provided, however
   24




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Mr. Michael C. Chan
     25




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Mr. Shrichand Dodani
       26




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Mr. Robert J. Nobile
     27




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Outstanding Equity Awards at Fiscal Year-End
  Stock AwardsEquityIncentivePlanOption Awards
    
    
    
    
    
    
    
    
    
    Awards: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
    (1)150,000
    
    
    
    0
    
    
    
    0
    
    
    $
    15.00
    
    
    
    11/1/2014
    (1)37,500
    
    
    
    112,500
    
    
    
    
    
    
    $
    11.34
    

    
    
    8/15/2017
    (1)300,000
    
    
    
    300,000
    
    
    $
    4.92
    
    
    
    7/11/2013600,000
    
    
    
    600,000
    
    
    $
    2.34
    
    
    
    1/8/2014Gilles Bouchard
    
    
    62,500
    
    
    
    187,500
    
    
    
    0
    
    
    $
    8.89
    
    
    
    11/15/2017
    
    
    
    20,000
    
    
    $
    34,200
    
    
    
    0
    
    
    $
    090,000
    
    
    
    90,000
    
    
    $
    4.92
    
    
    
    7/11/2013Michael C. Chan
    
    
    200,000
    
    
    
    0
    
    
    
    0
    
    
    $
    15.00
    
    
    
    12/1/20108,750
    
    
    
    26,250
    
    
    
    
    
    
    $
    11.34
    
    
    
    8/15/2017100,000
    
    
    
    100,000
    
    
    $
    4.92
    
    
    
    7/11/2013Shrichand Dodani
    
    
    200,000
    
    
    
    0
    
    
    
    0
    
    
    $
    1.68
    
    
    
    3/31/2012Robert J. Nobile
    
    
    50,000
    
    
    
    0
    
    
    
    0
    
    
    $
    15.00
    
    
    
    3/5/20116,250
    
    
    
    18,750
    
    
    
    
    
    
    $
    11.34
    
    
    
    8/15/201790,000
    
    
    
    90,000
    
    
    $
    4.92
    
    
    
    7/11/2013
 
 (1)
    
    Cancelled upon termination of Mr. Boscos employment on March 31, 2009. 29




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##### Table of Contents



Option Exercises and Stock Vested
  Option awards
    
    Stock awardsNumber of shares
    
    Value
    
    
    
    
    
    Valueacquired on
    
    realized on
    
    Number of shares
    
    realized onexercise
    
    exercise
    
    acquired on vesting
    
    vestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)Harry L. Bosco
    
    
    0
    
    
    $
    0
    
    
    
    33,333
    
    
    
    51,666Gilles Bouchard
    
    
    0
    
    
    $
    0
    
    
    
    20,000
    
    
    
    75,800Michael C. Chan
    
    
    0
    
    
    $
    0
    
    
    
    12,500
    
    
    
    19,375Shrichand Dodani
    
    
    0
    
    
    $
    0
    
    
    
    1,090,934
    (*)
    
    
    2,048,229Robert J. Nobile
    
    
    0
    
    
    $
    0
    
    
    
    8,333
    
    
    
    12,916
 
 (*)  Represents the total number of shares of Opnext common stock under the Employee Liquidity
Bonus Plan in which Mr. Dodani became fully vested during the fiscal year ended March 31, 2009. On
or about January 31, 2009, 272,734 shares of our common stock were distributed to Mr. Dodani
pursuant to his award under the Employee Liquidity Bonus Plan. On March 31, 2009, by reason of Mr.
Dodanis position having changed to Senior Advisor effective March 31, 2009, Mr. Dodani became
fully vested with respect to the remaining shares of common stock payable to him under the Employee
Liquidity Bonus Plan, subject to the provisions of the Merger Agreement in respect of escrowed
consideration, and such shares are to be distributed to Mr. Dodani on October 31, 2009 and January 31, 2010. Potential Payments upon Termination or Change of Control
 Employment Agreements
  30




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31




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Stock Option Agreements
     provided, however
 32




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##### Table of Contents



Restricted Stock Agreements
  33




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##### Table of Contents



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 in the Incentive Plan) 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:
 
    
    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, and
    
    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.
 34




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Employment Agreements, Severance Benefits and Change of Control Provisions
  Severance Benefits.
 Change of Control.
    35




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##### Table of Contents



Change of Control Table
  Executivebenefits and
    
    Termination
    
    
    
    
    
    Terminationpayments
    
    due to
    
    
    
    
    
    by Us Other
    
    Resignationupon
    
    Death or
    
    Termination
    
    than for
    
    with Good
    
    Change inName
    
    termination
    
    Disability
    
    for Cause
    
    Cause
    
    Reason
    
    ControlHarry L. Bosco
    
    Severance payment
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Accelerated shares
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Gilles Bouchard
    
    Severance payment
    
    $
    0
    
    
    $
    0
    
    
    $
    400,000
    
    
    $
    400,000
    
    
    $
    0Accelerated shares(1)
    
    $
    34,200
    
    
    $
    0
    
    
    $
    34,200
    
    
    $
    34,200
    
    
    $
    34,200Michael C. Chan
    
    Severance payment
    
    $
    0
    
    
    $
    0
    
    
    $
    360,000
    
    
    $
    360,000
    
    
    $
    0Accelerated shares
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Shrichand Dodani
    
    Severance payment
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Accelerated shares
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Robert J. Nobile
    
    Severance payment
    
    $
    0
    
    
    $
    0
    
    
    $
    265,000
    
    
    $
    265,000
    
    
    $
    0Accelerated shares
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
 
 (1)
    
    Represents the acceleration of vesting on 20,000 unvested shares of restricted stock as of
March 31, 2009 valued at $1.71 per share. 36




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##### Table of Contents



DIRECTOR COMPENSATION
  
    
    The automatic one-time grant of restricted stock units to each individual who is newly
elected as an independent director (as defined in the 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.
    
    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, these grants vested in full on the one-year anniversary of the date of grant.
    
    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.
   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
 37




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38




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Director Compensation Table
  Change inPension ValueandFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedEarned or
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    DeferredPaid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherDirector
    
    Cash
    
    Awards(1)
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalCharles J. Abbe
    
    $
    7,194
    
    
    $
    14,804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    21,998Kendall W. Cowan
    
    $
    77,000
    
    
    $
    41,964
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    118,964Isamu Kuru
    
    $
    48,543
    
    
    $
    41,964
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    
    
    
    $
    90,507David Lee
    
    $
    53,500
    
    
    $
    23,935
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    
    
    
    $
    77,435Ryuichi Otsuki(2)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    850
    
    
    $
    850John F. Otto, Jr.
    
    $
    77,000
    
    
    $
    41,964
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    
    
    
    $
    118,964Philip F. Otto
    
    $
    7,194
    
    
    $
    14,804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    21,998Naoya Takahashi(2)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    850
    
    
    $
    850
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting purposes with
respect to the fiscal year ended March 31, 2009 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)
    
    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*
  39




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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 Amendment No. 1 to our Annual Report on Form 10-K and irrespective
of any general incorporation language in such filing.  40




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##### Table of Contents



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
  Equity Compensation Plan Information
 Number of securitiesremainingavailable for futureissuance underNumber of securities to be
    
    Weighted-average
    
    equity compensation plansissued upon exercise of
    
    exercise price of
    
    (excluding securitiesoutstanding options,
    
    outstanding options,
    
    reflected inwarrants and rights
    
    warrants and rights
    
    column (a))Plan category
    
    (a)
    
    (b)
    
    (c)Equity compensation plans approved by security holders
    
    
    10,749,161
    
    
    $
    8.05
    
    
    
    8,099,071Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    10,749,161
    
    
    $
    8.05
    
    
    
    8,099,071
  
    
    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.
  Common StockBeneficially Owned(1)(2)Name of Beneficial Owner
    
    Number of
    
    Percent5% Stockholders
    
    Shares
    
    of TotalHitachi, Ltd.
    
    
    29,343,334
    (3)
    
    
    33.4
    %Clarity Partners, L.P.
    
    
    7,527,420
    (4)(5)
    
    
    8.6
    %Clarity Opnext Holdings II, LLCClarity Management, L.P.Marubeni Corporation
    
    
    7,500,000
    (6)
    
    
    8.5
    %Marubeni America CorporationDirectors and Named Executive OfficersHarry L. Bosco
    
    
    160,782
    (7)
    
    
    *Dr. David Lee
    
    
    7,527,420
    (5)
    
    
    8.6
    %Shinjiro Iwata
    
    
    0
    
    
    
    *Charles J. Abbe
    
    
    0
    
    
    
    *John F. Otto, Jr.
    
    
    2,281
    
    
    
    *Philip F. Otto
    
    
    0
    
    
    
    *Kendall W. Cowan
    
    
    2,281
    
    
    
    *Dr. Isamu Kuru
    
    
    2,281
    
    
    
    *Ryuichi Otsuki
    
    
    0
    
    
    
    *William F. Smith
    
    
    0
    
    
    
    *Robert J. Nobile
    
    
    102,556
    (8)
    
    
    *Michael C. Chan
    
    
    275,833
    (9)
    
    
    *
 41




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##### Table of Contents



Common StockBeneficially Owned(1)(2)Name of Beneficial Owner
    
    Number of
    
    Percent5% Stockholders
    
    Shares
    
    of TotalGilles Bouchard
    
    
    105,368
    (10)
    
    
    *Shrichand Dodani
    
    
    1,403,851
    (11)
    
    
    1.6
    %All directors and executive officers as
a group(19 individuals)
    
    
    9,962,549
    (5)(6)(7)
    
    
    11
    %
 
 *
    
    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 88,656,447 shares of our common stock outstanding as of June 30,
2009, 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 30, 2009 or within 60 days of
such date, but excludes shares of common stock underlying options held by any other person and
any vested and unvested restricted stock units that are deliverable on a date that is at least
60 days following the record date.(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 the
address of Marubeni America Corporation is 450 Lexington Avenue, 35th Floor, New
York, New York 10017.(7)
    
    Includes 55,782 shares of common stock granted as restricted stock on November 1, 2004,
33,333 shares of which vested on February 20, 2008 and 22,449 shares of which vested on
February 20, 2009. The remaining shares consist of 5,000 shares of common stock purchased on
the open market and 100,000 shares of common stock obtainable within 60 days by the exercise
of stock options.(8)
    
    Includes 10,056 shares of common stock granted as restricted stock on July 1, 2004, 5,028
shares of which vested on February 20, 2008 and 5,028 shares of which vested on February 20,
2009. 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 vested on February 20,
2009. The remaining shares of common stock consist of common stock obtainable within 60 days
by the exercise of stock options. 42




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##### Table of Contents



(10)
    
    Represents 62,500 shares of common stock granted in connection with Mr.
Bouchards employment agreement, 12,868 shares of restricted
stock which vested
on November 1, 2008. The remaining 30,000 shares of common stock consist of common stock obtainable
within 60 days by the exercise of stock options.(11)
    
    Represents (i) 101,626 shares of common stock issued to Mr. Dodani pursuant to the terms of the
Merger Agreement, (ii) 272,734 shares of common stock held in the Employee Liquidity Bonus
Plan and vested on January 31, 2009, (iii) 818,200 shares of common stock representing Mr.
Dodanis current 28.54% interest in the Employee Liquidity Bonus Plan, which percentage
interest is subject to increase upon a forfeiture by other participants in the Employee
Liquidity Bonus Plan and (iv) 200,000 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
   43




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##### Table of Contents



Opto Device Intellectual Property License Agreement
   Opnext Japan Intellectual Property License Agreement with Hitachi Communication Technologies, Ltd.
  44




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##### Table of Contents



Opnext Research and Development Agreement
   Opnext Japan Research and Development Agreement
   45




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##### Table of Contents



Opnext Japan Outsourcing Agreement
  Opnext Preferred Provider Agreement
   Opnext Japan Procurement Agreement
  46




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##### Table of Contents



Opnext Raw Materials Supply Agreement
   Opnext Logistics and Distribution Agreements
   Software User License Agreement with Renesas Technology
  Lease Agreement with Hitachi
  47




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##### Table of Contents



Lease Agreement with Renesas Technology
   Lease Agreement with Chuo Shoji
   Lease Agreement with Hitachi Europe GmbH
   Opnext Japan Secondment Agreement
   Opto Device Secondment Agreements
   Capital Leases with Hitachi Capital Corporation
 48




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##### Table of Contents



Director Independence
   
 Item 14.
    
    Principal Account Fees and Services.
 Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
  Year EndedMarch 31, 2009
    
    March 31, 2008Audit Fees(1)
    
    $
    1,105,000
    
    
    $
    850,000Audit-Related Fees(2)
    
    
    281,039
    
    
    
    236,500Tax Fees (3)
    
    
    96,445
    
    
    
    189,245Total Fees
    
    $
    1,482,484
    
    
    $
    1,275,745
 
 (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 the fees
billed in connection with Ernst & Young LLPs 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 in connection with the
Companys Registration Statement on Form S-4 and other matters related to the StrataLight
acquisition, during the year ended March 31, 2009.(3)
    
    Tax fees consist of fees billed for professional services rendered for tax-related matters
associated with Opnext Germany GmbH, transfer pricing analyses and documentation and
miscellaneous tax-related consultations.  49




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##### Table of Contents



Audit Committee Policy Regarding Pre-Approval of Audit and Permissible Non-Audit Services of our Independent Auditors
   
 PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules.
 All financial statements.
 Financial statement schedules.
 Exhibits.
 50




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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+
    
    Form of Opnext, Inc. 2001 Long-Term Stock Incentive Plan, Stock Appreciation Right Agreement.(1)10.4c+
    
    Form of Amendment to Stock Appreciation Right Agreement.(4)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+
    
    Form of Opnext, Inc. Restricted Stock Agreement.(1)10.8
    
    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)10.9
    
    Research and Development Agreement, dated as of July 31, 2002, by and between Hitachi, Ltd. and Opnext, Inc.,
as amended.(1)10.10
    
    Intellectual Property License Agreement, dated as of July 31, 2001, by and between Hitachi, Ltd. and Opnext
Japan, Inc., as amended.(1)10.11
    
    Intellectual Property License Agreement, dated as of October 1, 2002, by and between Hitachi, Ltd. and Opnext
Japan, Inc., as amended.(1)10.12
    
    Intellectual Property License Agreement, effective as of October 1, 2002, by and between Hitachi Communication
Technologies, Ltd. and Opnext Japan, Inc.(1)10.13
    
    Trademark Indication Agreement, dated as of October 1, 2002, by and between Hitachi, Ltd. and Opnext Japan,
Inc., as amended.(1)10.14
    
    Trademark Indication Agreement, dated as of July 31, 2001, by and between Hitachi, Ltd., Opnext, Inc. and
Opnext Japan, Inc., as amended.(1)10.15
    
    Lease Agreement, made as of July 31, 2001, between Hitachi Communication Technologies, Ltd. and Opnext Japan,
Inc., as amended.(1)10.16
    
    Lease Agreement, made as of October 1, 2002, between Renesas Technology Corp. and Opnext Japan, Inc., as
amended.(1)10.17
    
    Agreement on Bank Transactions between Opnext Japan, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as
amended.(1)10.18
    
    Software User License Agreement, dated as of October 20, 2003, by and between Renesas Technology Corp. and
Opnext Japan, Inc.(1)10.19
    
    Logistics Agreement, effective as of April 1, 2002, between Opnext, Inc. and Hitachi Transport System, Ltd.(1)10.20
    
    Distribution Agreement, dated April 1, 2001, between Hitachi Electronic Devices Sales, Inc. and Opnext Japan,
Inc.(1)10.21
    
    Distribution Agreement, dated April 1, 2003, between Opnext Japan, Inc. and Renesas Technology Sale Co., Ltd.(1)10.22
    
    Distribution Agreement, dated July 1, 2003, between Opnext Japan, Inc. and Hitachi High-Technologies Corp.(1)10.23+
    
    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)10.24+
    
    Non-Competition Agreement, dated as of November 1, 2007, between Opnext, Inc. and Gilles Bouchard.(2)10.25+
    
    Indemnification Agreement, dated as of November 1, 2007, between Opnext, Inc. and Gilles Bouchard.(2)10.26+
    
    Amended and Restated Employment Agreement, dated as of July 29, 2008, between Opnext, Inc. and Michael C.
Chan.(4)10.27+
    
    Amended and Restated Employment Agreement, dated as of December 31, 2008, between Opnext, Inc. and Robert J.
Nobile.(5)
 51




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##### Table of Contents



ExhibitNo.
    
    Description of Document10.28+
    
    Amended and Restated Employment Agreement, dated as of May 15, 2009, between Opnext, Inc. and Gilles
Bouchard.(6)10.29*+
    
    Opnext, Inc. Second Amended and Restated 2001 Long-Term Stock Incentive Plan, dated as of January 6, 2009.10.30*
    
    Lease Agreement, made as of September 15, 2008, between Fremont Ventures LLC and Opnext, Inc.10.31*
    
    Lease Agreement, made as of March 14, 2006 , between Los Gatos Business Park and StrataLight Communications,
Inc.10.32*
    
    Lease Agreement, made as of February 1, 2008, and amended June 2, 2008, between Los Gatos Business Park and
StrataLight Communications, Inc.10.33*+
    
    Employment Agreement, dated as of
February 18, 2009, between Opnext, Inc. and Shrichand Dodani.21*
    
    List of Subsidiaries.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.(4)
    
    Filed as an exhibit to Form 10-K/A (Amendment No. 1) as filed with the Securities and
Exchange Commission on July 29, 2008 and incorporated herein by reference.(5)
    
    Filed as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on
January 7, 2009 and incorporated herein by reference.(6)
    
    Filed as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on May
19, 2009 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. 52




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##### Table of Contents



SIGNATURES
  OPNEXT, INC.By:
    /s/ Gilles BouchardGilles Bouchard, President,Chief Executive Officer and DirectorBy:
    /s/ Robert J. NobileRobert J. Nobile, Chief Financial Officer andDated: July 29, 2009
    
    Senior Vice President, Finance 53




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##### Table of Contents



Signature
    
    Title/s/ Gilles Bouchard
Gilles Bouchard

    
    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)Director and Chairman of the Board*
Harry L. BoscoDirector and Co-Chairman of the Board*
Dr. David LeeDirector*
Charles J. AbbeDirector*
Kendall W. CowanDirector*
Shinjiro IwataDirector*
Dr. Isamu KuruDirector*
Ryuichi OtsukiDirector*
John F. Otto, Jr.Director*
Philip F. OttoDirector*
William L. Smith* By /s/ Robert J. Nobile

Attorney-in-fact
  54




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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+
    
    Form of Opnext, Inc. 2001 Long-Term Stock Incentive Plan, Stock Appreciation Right Agreement.(1)10.4c+
    
    Form of Amendment to Stock Appreciation Right Agreement. (4)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+
    
    Form of Opnext, Inc. Restricted Stock Agreement.(1)10.8
    
    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)10.9
    
    Research and Development Agreement, dated as of July 31, 2002, by and between Hitachi, Ltd. and Opnext, Inc.,
as amended. (1)10.10
    
    Intellectual Property License Agreement, dated as of July 31, 2001, by and between Hitachi, Ltd. and Opnext
Japan, Inc., as amended.(1)10.11
    
    Intellectual Property License Agreement, dated as of October 1, 2002, by and between Hitachi, Ltd. and Opnext
Japan, Inc., as amended.(1)10.12
    
    Intellectual Property License Agreement, effective as of October 1, 2002, by and between Hitachi Communication
Technologies, Ltd. and Opnext Japan, Inc.(1)10.13
    
    Trademark Indication Agreement, dated as of October 1, 2002, by and between Hitachi, Ltd. and Opnext Japan,
Inc., as amended.(1)10.14
    
    Trademark Indication Agreement, dated as of July 31, 2001, by and between Hitachi, Ltd., Opnext, Inc. and
Opnext Japan, Inc., as amended.(1)10.15
    
    Lease Agreement, made as of July 31, 2001, between Hitachi Communication Technologies, Ltd. and Opnext Japan,
Inc., as amended.(1)10.16
    
    Lease Agreement, made as of October 1, 2002, between Renesas Technology Corp. and Opnext Japan, Inc., as
amended.(1)10.17
    
    Agreement on Bank Transactions between Opnext Japan, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as
amended.(1)10.18
    
    Software User License Agreement, dated as of October 20, 2003, by and between Renesas Technology Corp. and
Opnext Japan, Inc.(1)10.19
    
    Logistics Agreement, effective as of April 1, 2002, between Opnext, Inc. and Hitachi Transport System, Ltd.(1)10.20
    
    Distribution Agreement, dated April 1, 2001, between Hitachi Electronic Devices Sales, Inc. and Opnext Japan,
Inc.(1)10.21
    
    Distribution Agreement, dated April 1, 2003, between Opnext Japan, Inc. and Renesas Technology Sale Co., Ltd.(1)10.22
    
    Distribution Agreement, dated July 1, 2003, between Opnext Japan, Inc. and Hitachi High-Technologies Corp.(1)10.23
    
    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)10.24
    
    Non-Competition Agreement, dated as of November 1, 2007, between Opnext, Inc. and Gilles Bouchard.(2)10.25
    
    Indemnification Agreement, dated as of November 1, 2007, between Opnext, Inc. and Gilles Bouchard.(2)10.26+
    
    Amended and Restated Employment Agreement, dated as of July 29, 2008, between Opnext, Inc. and Michael C.
Chan.(4)10.27+
    
    Amended and Restated Employment Agreement, dated as of December 31, 2008, between Opnext, Inc. and Robert J.
Nobile.(5)
 55




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##### Table of Contents



ExhibitNo.
    
    Description of Document10.28+
    
    Amended and Restated Employment Agreement, dated as of May 15, 2009, between Opnext, Inc. and Gilles
Bouchard.(6)10.29*+
    
    Opnext, Inc. Second Amended and Restated 2001 Long-Term Stock Incentive Plan, dated as of January 6, 2009.10.30*
    
    Lease Agreement, made as of September 15, 2008, between Fremont Ventures LLC and Opnext, Inc.10.31*
    
    Lease Agreement, made as of March 14, 2006 , between Los Gatos Business Park and StrataLight Communications,
Inc.10.32*
    
    Lease Agreement, made as of February 1, 2008, and amended June 2, 2008, between Los Gatos Business Park and
StrataLight Communications, Inc.10.33*+
    
    Employment Agreement, dated as of
February 18, 2009, between Opnext, Inc. and Shrichand Dodani.21*
    
    List of Subsidiaries.23.1
    
    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.(4)
    
    Filed as an exhibit to Form 10-K/A (Amendment No. 1) as filed with the Securities and
Exchange Commission on July 29, 2008 and incorporated herein by reference.(5)
    
    Filed as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on
January 7, 2009 and incorporated herein by reference.(6)
    
    Filed as an exhibit on Form 8-K as filed with the Securities and Exchange Commission on May
19, 2009 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. 56