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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 1 to Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended March 31, 2010
 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.
  
 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:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Exchange Act: None
 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 Governance
    
    
    4Item 11. Executive Compensation
    
    
    12Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholders Matters
    
    
    41Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    43Item 14. Principal Accountant Fees and Services
    
    
    50PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    51SIGNATURES
    
    
    54EX-31.1EX-31.2EX-32.1EX-32.2
  3




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Part III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 Our Executive Officers and Directors
  Name
    
    Age
    
    PositionCharles J. Abbe
    
    
    69
    
    
    DirectorHarry L. Bosco
    
    
    65
    
    
    Chairman of the BoardGilles Bouchard
    
    
    50
    
    
    President and Chief Executive Officer, DirectorMichael C. Chan
    
    
    56
    
    
    President, Opnext Subsystems, Inc.Kendall W. Cowan
    
    
    56
    
    
    DirectorAtsushi (James) Horiuchi
    
    
    50
    
    
    Senior Vice President, Global SalesShinjiro Iwata
    
    
    62
    
    
    DirectorTadayuki Kanno
    
    
    57
    
    
    President, Modules and Devices Business Unit,
Opnext Japan, Inc.Isamu Kuru
    
    
    70
    
    
    DirectorDavid Lee
    
    
    60
    
    
    Co-Chairman of the BoardRobert J. Nobile
    
    
    50
    
    
    Senior Vice President, Finance and Chief Financial
OfficerKei Oki
    
    
    62
    
    
    Executive Vice President, Opnext, Inc. and
President, Opnext Japan, Inc.Justin J. ONeill
    
    
    51
    
    
    Senior Vice President, General Counsel and SecretaryRyuichi Otsuki
    
    
    52
    
    
    DirectorJohn F. Otto, Jr.
    
    
    61
    
    
    DirectorPhilip F. Otto
    
    
    69
    
    
    DirectorWilliam F. Smith
    
    
    53
    
    
    DirectorRichard Zoccolillo
    
    
    48
    
    
    President, Pluggables Business Unit
 Charles J. Abbe.
  Harry L. Bosco.
 4




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Gilles Bouchard.
  Michael C. Chan.
 Kendall W. Cowan.
  Atsushi (James) Horiuchi.
 5




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Shinjiro Iwata.
  Tadayuki Kanno.
 Isamu Kuru.
  David Lee.
 6




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Robert J. Nobile.
 Kei Oki.
 Justin J. ONeill.
 Ryuichi Otsuki.
  John F. Otto, Jr.
 7




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Philip F. Otto.
  William F. Smith.
  Richard Zoccolillo.
 8




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Audit Committee
   Board of Directors Role in Risk Oversight
    9




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Consideration of Risk
  Board Diversity; Selection and Evaluation of Director Candidates
  Board Leadership Structure
   10




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Communication with the Board
  Code of Ethics
 http://www.opnext.com
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Section 16(a) Beneficial Ownership Reporting Compliance
  
 Item 11. Executive Compensation.
 Compensation Discussion and Analysis
  
    
    Gilles Bouchard, President and Chief Executive Officer;
    
    Michael C. Chan, President, Opnext Subsystems, Inc.;
    
    Tadayuki Kanno, President, Modules and Devices Business Unit, Opnext Japan, Inc.;
    
    Robert J. Nobile, Senior Vice President of Finance and Chief Financial Officer;
and
    
    Justin J. ONeill, Senior Vice President, General Counsel and Secretary.
   12




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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 their 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
  
    
    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.
  13




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
    
    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
  Compensation Levels
   14




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Avanex Corp. (now Oclaro, Inc.)
    
    Intevac Inc.Bookham Inc. (now Oclaro, Inc.)
    
    IxiaCoherent Inc.
    
    Mercury Computer Systems, Inc.Cymer Inc.
    
    MRV Communications Inc.Electro Scientific Industries Inc.
    
    Optium Corp. (now Finisar)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).
  15




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Compensation Elements
  
    
    base salary  fixed compensation that takes into account an individuals function and
responsibility, performance, and expertise;
    
    annual incentives  a performance-based 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 generally 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 Salary
    Fiscal Year
    
    Fiscal Year 2010
    
    Fiscal Year 20102009 Base
    
    Base
    
    BaseNamed Executive
    
    Salary
    
    Salary
    
    Salary DecreaseOfficer
    
    ($)
    
    ($)
    
    (%)Gilles Bouchard
    
    400,000
    
    360,000
    
    10Michael C. Chan
    
    360,000
    
    324,000
    
    10Tadayuki Kanno
    
    250,149(1)
    
    225,134(1)
    
    10Robert J. Nobile
    
    265,000
    
    238,500
    
    10Justin J. ONeill
    
    300,000
    
    270,000
    
    10
 
 (1)
    
    Mr. Kannos base salary is paid to him in Japanese yen; however, for purposes of
the table above, such amounts have been reported at a constant
exchange rate of 100.50 Japanese yen for each U.S. dollar (which
represents the average monthly exchange rate during the fiscal year
ended March 31, 2009). Annual Incentive Compensation
  16




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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.
    Stock Options
    18




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Restricted Stock
   Stock Appreciation Rights (SARs)
  Equity Award Practices
  Perquisites and Other Benefits
  19




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Employee Healthcare Coverage.
 Matching Contributions to 401(k) Plan Accounts.
 Insurance Allowance.
 Executive Disability Benefits.
 Chan Relocation Benefits.
 All Other Compensation
  20




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Internal Revenue Code Section 162(m) Policy
   Internal Revenue Code Section 409A
  Accounting Standards
  21




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Summary Compensation Table
  Change inPension ValueandNon-Equity
    
    NonqualifiedIncentive
    
    DeferredName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Plan
    
    Compensation
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    CompensationPosition
    
    Year
    
    ($)(1)
    
    ($)
    
    ($)(2)
    
    ($)(2)
    
    ($)
    
    ($)
    
    ($)(3)
    
    TotalGilles Bouchard,
    
    
    2010
    
    
    
    360,000
    
    
    
    
    
    
    
    
    
    
    
    2,610,000
    
    
    
    
    
    
    
    
    
    
    
    24,775
    
    
    
    2,994,775CEO & President
    
    
    2009
    
    
    
    400,000
    
    
    
    140,000
    (5)
    
    
    
    
    
    
    248,400
    
    
    
    
    
    
    
    
    
    
    
    33,264
    
    
    
    821,6642008
    
    
    
    166,267
    (4)
    
    
    100,000
    (5)
    
    
    355,600
    
    
    
    1,677,500
    
    
    
    
    
    
    
    
    
    
    
    10,769
    
    
    
    2,310,136Michael C. Chan,
    
    
    2010
    
    
    
    324,000
    
    
    
    100,000
    (6)
    
    
    
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    374,931
    (7)
    
    
    1,098,931President, Opnext
    
    
    2009
    
    
    
    360,000
    
    
    
    
    
    
    
    
    
    
    
    276,000
    
    
    
    
    
    
    
    
    
    
    
    32,058
    
    
    
    668,058Subsystems
    
    
    2008
    
    
    
    336,667
    
    
    
    
    
    
    
    
    
    
    
    304,500
    
    
    
    
    
    
    
    
    
    
    
    31,044
    
    
    
    672,211Takayuki Kanno,
    
    
    2010
    
    
    
    243,722
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    14,172
    
    
    
    557,894EVP, Opnext Japan
(8)(9)Robert J. Nobile,
    
    
    2010
    
    
    
    238,500
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    23,678
    
    
    
    562,178Chief Financial
    
    
    2009
    
    
    
    265,000
    
    
    
    
    
    
    
    
    
    
    
    248,400
    
    
    
    
    
    
    
    
    
    
    
    32,500
    
    
    
    545,900Officer
    
    
    2008
    
    
    
    265,000
    
    
    
    
    
    
    
    
    
    
    
    217,500
    
    
    
    
    
    
    
    
    
    
    
    31,148
    
    
    
    513,648Justin J. ONeill,
    
    
    2010
    
    
    
    270,000
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    12,326
    
    
    
    432,326General Counsel
    
    
    2009
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    248,400
    
    
    
    
    
    
    
    
    
    
    
    21,833
    
    
    
    570,2332008
    
    
    
    271,923
    (10)
    
    
    25,000
    
    
    
    
    
    
    
    1,090,000
    
    
    
    
    
    
    
    
    
    
    
    17,345
    
    
    
    1,379,268
 
 (1)
    
    Represents base salary before pre-tax contributions and, therefore, includes compensation
deferred under our 401(k) Plan (with respect to each of the Named Executive Officers other
than Mr. Kanno). See the
discussion of contributions to these plans in the Compensation Discussion and Analysis section
beginning on page 12.(2)
    
    Represents the grant date fair value of restricted stock or stock options (or stock
appreciation rights, in the case of Mr. Kanno), as the case may be, granted to the Named
Executive Officers during the applicable fiscal year calculated in accordance with ASC 718.
For additional information on the valuation assumptions, see Part II, Item 8 Financial
Statements and Supplementary Data of our 2010 and 2009 Annual Reports on Form 10-K and in the
Notes to Consolidated Financial Statements at Note 13 Stock-Based Incentive Plans, and our
2008 Annual Report on Form 10-K in the Notes to Consolidated Financial Statements at Note 10
Stock-Based Incentive Plans.(3)
    
    Represents contributions to our defined contribution plan in Japan (with respect to Mr.
Kanno), and medical, dental, disability, life insurance and allowance for supplemental life
insurance (other than with respect to Mr. Kanno), and accidental death and dismemberment
insurance. In fiscal year 2009, no Named Executive Officers received 401(k) plan matching
contributions.(4)
    
    Represents the portion of Mr. Bouchards then current annual base salary of $400,000 earned
by, and paid to, him for the period from November 1, 2007, the date of his commencement of
employment with the Company, until March 31, 2008.(5)
    
    Represents guaranteed bonuses paid to Mr. Bouchard on March 31, 2008 and March 31, 2009
pursuant to the terms of his employment agreement.(6)
    
    Represents the first of three relocation bonuses to paid to Mr. Chan in connection with the
relocation of his primary residence from New Jersey to the Los Gatos, California area,
pursuant to the terms of his amended and restated employment agreement.(7)
    
    Includes reimbursements and payments of $352,570.60 in
connection with the relocation of Mr. Chan to Los Gatos, California. Covered relocation costs include $95,548.90
for moving
expenses, $30,000 to cover incidental expenses in connection with the relocation, $193,265.63
for 22




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home sale expenses and $33,756.07 in tax gross up
payments with respect to taxes incurred by Mr. Chan
on these relocation reimbursements and payments.(8)
    
    Mr. Kanno was not a Named Executive Officer during fiscal years 2008 and 2009.(9)
    
    All amounts shown for Mr. Kanno were paid to him in Japanese yen. Such amounts have been
converted to U.S. dollars using the average exchange rate in
effect during the fiscal year ended March 31, 2010 of 92.86 Japanese yen for each U.S. dollar.(10)
    
    Represents the portion of Mr. ONeills annual base salary of $300,000 earned by, and paid to,
him for the period from May 7, 2007, the date of his commencement of employment with the
Company, until March 31, 2008. Fiscal Year 2010 Grants of Plan-based Awards
  AllOtherStock
    
    All OtherAwards:
    
    Option
    
    
    
    
    
    GrantEstimated Future Payouts
    
    Number
    
    Awards:
    
    Exercise
    
    Date FairEstimated Future Payouts
    
    Under Equity Incentive
    
    of
    
    Number of
    
    or Base
    
    Value ofUnder Non-Equity Incentive
    
    Plan
    
    Shares
    
    Securities
    
    Price of
    
    Stock andPlan Awards (1)
    
    Awards
    
    of Stock
    
    Underlying
    
    Option
    
    OptionGrant
    
    Approval
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    or Units
    
    Options
    
    Awards
    
    AwardsName
    
    Date
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    ($/Sh)
    
    ($)(2)Gilles Bouchard
    
    
    5/15/2009
    
    
    
    
    
    
    
    
    
    
    
    500,0005/15/2009
    
    
    
    5/14/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000,000
    (3)
    
    
    2.30
    
    
    
    1,390,0002/16/2010
    
    
    
    1/27/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000,000
    (4)
    
    
    1.86
    
    
    
    1,220,000Michael C. Chan
    
    
    8/19/2009
    
    
    
    
    
    
    
    
    
    
    
    252,0008/19/2009
    
    
    
    8/18/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    (5)
    
    
    2.23
    
    
    
    300,000Takayuki Kanno
    
    
    8/19/2009
    
    
    
    
    
    
    
    
    
    
    
    154,0008/19/2009
    
    
    
    8/18/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    (5)
    
    
    2.23
    
    
    
    300,000Robert J. Nobile
    
    
    8/19/2009
    
    
    
    
    
    
    
    
    
    
    
    185,5008/19/2009
    
    
    
    8/18/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    (5)
    
    
    2.23
    
    
    
    300,000Justin J. ONeill
    
    
    8/19/2009
    
    
    
    
    
    
    
    
    
    
    
    210,0008/19/2009
    
    
    
    8/18/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    (5)
    
    
    2.23
    
    
    
    150,000
 
 (1)
    
    The Company did not achieve its target performance metric with respect to the Company
financial
performance component of the 2010 Bonus Program and, therefore, no bonuses were paid by the 23




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Company in the fiscal year ended March 31, 2010. 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, 2010. Other than with respect to Mr. Kanno, the target represents
the target bonus as such term is used in the Named Executive Officers employment agreements.
Because Mr. Kanno does not have an employment agreement with the Company, his target bonus was
separately established by the Compensation Committee.(2)
    
    Represents the grant date fair value of restricted stock or stock options (or stock
appreciation rights, in the case of Mr. Kanno), as the case may be, granted to the Named
Executive Officers during the fiscal year ended March 31, 2010 calculated in accordance with
ASC 718. For additional information on the valuation assumptions, see Part II, Item 8
Financial Statements and Supplementary Data of our 2010 Annual Report on Form 10-K and in
the Notes to Consolidated Financial Statements at Note 13 Stock-Based Incentive Plans.(3)
    
    Represents stock options granted to Mr. Bouchard on May 15, 2009 pursuant to his employment
agreement. The stock options vested and became exercisable with respect to one-third of the
shares subject thereto on May 15, 2010 and are scheduled to vest and become exercisable with
respect to the remaining shares subject thereto in equal annual installments on May 15, 2011
and May 15, 2012, subject to accelerated vesting under certain circumstances as set forth in
the stock option agreement entered into with Mr. Bouchard.(4)
    
    Represents stock options granted to Mr. Bouchard on February 16, 2010 pursuant to his
employment agreement. The stock options are scheduled to vest and become exercisable with
respect to one-fourth of the shares subject thereto on each of the first, second, third and
fourth anniversaries of the date of grant, subject to accelerated vesting under certain
circumstances as set forth in the stock option agreement entered into with Mr. Bouchard.(5)
    
    Represents stock options granted on August 19, 2009, which options will vest and become
exercisable with respect to one-fourth of the shares subject thereto on each of the first,
second, third and fourth anniversaries of the date of grant, subject to accelerated vesting in
each case under certain circumstances as set forth in the applicable stock option agreement
entered into with the Named Executive Officer. Employment Agreements
 Mr. Gilles Bouchard
   24




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Mr. Michael C. Chan
     26




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Mr. Robert J. Nobile
     27




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Mr. Justin J. ONeill
      28




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Outstanding Equity Awards at 2010 Fiscal Year-End
  Option Awards
    
    
    
    
    
    
    
    Stock AwardsEquityIncentive
    
    EquityPlan Awards:
    
    IncentiveEquity Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of Unearned
    
    Plan Awards:Plan Awards:
    
    
    
    
    
    
    
    
    
    Number of
    
    Market Value of
    
    Shares,
    
    Market or PayoutNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Shares
    
    Shares or
    
    Units or
    
    Value ofSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    or Units
    
    Units of
    
    Other
    
    Unearned Shares,Underlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    of Stock
    
    Stock That
    
    Rights
    
    Units or OtherUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    Option
    
    That Have
    
    Have Not
    
    That Have
    
    Rights That HaveOptions (#)
    
    Options (#)
    
    Unearned Options
    
    Exercise Price
    
    Expiration
    
    Not Vested
    
    Vested
    
    Not Vested
    
    Not VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)
    
    (#)
    
    ($)Gilles Bouchard
    
    
    125,000
    
    
    
    125,000
    (1)
    
    
    
    
    
    
    8.89
    
    
    
    11/15/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    60,000
    (2)
    
    
    
    
    
    
    4.92
    
    
    
    7/11/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000,000
    (2)
    
    
    
    
    
    
    2.30
    
    
    
    5/15/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000,000
    (1)
    
    
    
    
    
    
    1.86
    
    
    
    2/16/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael C. Chan
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    15.00
    
    
    
    12/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,500
    
    
    
    17,500
    (1)
    
    
    
    
    
    
    11.34
    
    
    
    8/15/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,334
    
    
    
    66,666
    (2)
    
    
    
    
    
    
    4.92
    
    
    
    7/11/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    (1)
    
    
    
    
    
    
    2.23
    
    
    
    8/19/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tadayuki Kanno
    
    
    16,666
    
    
    
    
    
    
    
    
    
    
    
    15.00
    
    
    
    1/27/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    20,000
    (1)
    
    
    
    
    
    
    11.34
    
    
    
    8/15/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    60,000
    (2)
    
    
    
    
    
    
    4.92
    
    
    
    7/11/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    (1)
    
    
    
    
    
    
    2.23
    
    
    
    8/19/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert J. Nobile
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    15.00
    
    
    
    3/5/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    12,500
    (1)
    
    
    
    
    
    
    11.34
    
    
    
    8/15/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    60,000
    (2)
    
    
    
    
    
    
    4.92
    
    
    
    7/11/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    (1)
    
    
    
    
    
    
    2.23
    
    
    
    8/19/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Justin J. ONeill
    
    
    75,000
    
    
    
    25,000
    (1)
    
    
    
    
    
    
    13.85
    
    
    
    5/7/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    60,000
    (2)
    
    
    
    
    
    
    4.92
    
    
    
    7/11/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    (1)
    
    
    
    
    
    
    2.23
    
    
    
    8/19/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Subject to continued employment, the stock options are scheduled to vest and become
exercisable in equal annual installments on each of the first four anniversaries of the date
of grant.(2)
    
    Subject to continued employment, the stock options are scheduled to vest and become
exercisable in equal annual installments on each of the first three anniversaries of the date
of grant. 30




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Option Exercises and Stock Vested in Fiscal Year 2010
  Option Awards
    
    Stock AwardsNumber of Shares
    
    Value
    
    
    
    
    
    ValueAcquired on
    
    Realized on
    
    Number of Shares
    
    Realized onExercise
    
    Exercise
    
    Acquired on Vesting
    
    VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)Gilles Bouchard
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    49,800Michael C. Chan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Takayuki Kanno
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert J. Nobile
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Justin J. ONeill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Potential Payments upon Termination or Change of Control
 Employment Agreements
     31




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Stock Option Agreements
     32




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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
 34




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##### Table of Contents



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




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##### Table of Contents



Severance and Change of Control Table
  Executive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Coveredbenefits and
    
    Termination
    
    
    
    
    
    
    Termination
    
    
    
    
    
    
    TerminationPayments
    
    due to
    
    
    
    
    
    
    by Us Other
    
    
    Resignation
    
    
    FollowingUpon
    
    Death or
    
    
    Termination
    
    
    than for
    
    
    with Good
    
    
    Change inName
    
    Termination
    
    Disability
    
    
    for Cause
    
    
    Cause
    
    
    Reason
    
    
    ControlGilles Bouchard
    
    Severance payment
    
    
    
    
    
    
    
    
    
    $
    530,000
    
    
    $
    530,000
    
    
    $
    530,000Accelerated shares
    
    $
    560,000
    (1)
    
    
    
    
    
    $
    145,000
    (2)
    
    $
    145,000
    (2)
    
    $
    560,000
    (1)Michael C. Chan
    
    Severance payment
    
    
    
    
    
    
    
    
    
    $
    360,000
    
    
    $
    360,000
    
    
    $
    360,000Accelerated shares(1)
    
    $
    26,000
    (3)
    
    
    
    
    
    $
    6,500
    (4)
    
    $
    6,500
    (4)
    
    $
    26,000
    (3)Takayuki Kanno
    
    Severance payment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accelerated shares
    
    $
    26,000
    (3)
    
    
    
    
    
    $
    6,500
    (4)
    
    $
    6,500
    (4)
    
    $
    26,000
    (3)Robert J. Nobile
    
    Severance payment
    
    
    
    
    
    
    
    
    
    $
    265,000
    
    
    $
    265,000
    
    
    $
    265,000Accelerated shares
    
    $
    26,000
    (3)
    
    
    
    
    
    $
    6,500
    (4)
    
    $
    6,500
    (4)
    
    $
    26,000
    (3)Justin J. ONeill
    
    Severance payment
    
    
    
    
    
    
    
    
    
    $
    300,000
    
    
    $
    300,000
    
    
    $
    300,000Accelerated shares
    
    $
    13,000
    (5)
    
    
    
    
    
    $
    3,250
    (6)
    
    $
    3,250
    (6)
    
    $
    13,000
    (5)
 36




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##### Table of Contents



(1)
    
    Represents the acceleration of vesting with respect to (i) an option to purchase 1,000,000
shares of common stock granted to Mr. Bouchard on May 15,
2009 at a strike price of $2.30 per share and
(ii) an option to purchase 1,000,000 shares of common stock granted to Mr. Bouchard on
February 16, 2010 at a strike price of $1.86 per share.(2)
    
    Represents the acceleration of vesting with respect to (i) 333,333 of the shares of common stock
subject to a stock option granted to Mr. Bouchard on
May 15, 2009 at a strike price of $2.30 per share
and (ii) 250,000 of the shares of common stock subject to a stock option granted to Mr. Bouchard
on February 16, 2010 at a strike price of $1.86 per share, in each case that would have otherwise become
vested during the 12-month period immediately succeeding the date of such termination of
employment had Mr. Bouchard remained employed by the company.(3)
    
    Represents the acceleration of vesting with respect to an option to purchase 200,000 shares
of common stock granted on August 19, 2009 at a strike price of
$2.23 per share.(4)
    
    Represents the acceleration of vesting with respect to 50,000 of the shares of common stock
subject to a stock option granted on August 19, 2009 at a strike
price of $2.23 per share
that would have otherwise become vested during the 12-month period immediately succeeding the
date of such termination of employment had Messrs. Chan, Kanno or Nobile, as applicable,
remained employed by the company.(5)
    
    Represents the acceleration of vesting with respect to an option to purchase 100,000 shares
of common stock granted to Mr. ONeill on August 19,
2009 at a strike price of $2.23 per share.(6)
    
    Represents the acceleration vesting of 25,000 of the shares of common stock subject to a stock
option granted to Mr. ONeill on August 19, 2009 at a
strike price of $2.23 per share that would have
otherwise become vested during the 12-month period immediately succeeding the date of such
termination of employment had Mr. ONeill remained employed by the company. DIRECTOR COMPENSATION
  
    
    The automatic one-time grant of restricted stock units to each individual who is newly
elected as an non-employee director 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 restricted stock units on the date of each annual meeting to each
individual who is elected as a non-employee director at such meeting of stockholders or who
otherwise continues to be a non-employee 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 non-employee 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 a non-employee 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.
 37




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##### Table of Contents




    
    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
  38




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##### Table of Contents



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
    
    $
    41,400
    
    
    $
    35,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    76,400Harry L. Bosco
    
    $
    37,748
    
    
    $
    61,849
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    99,597Kendall W. Cowan
    
    $
    51,300
    
    
    $
    35,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    86,300Shinjiro Iwata(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Isamu Kuru
    
    $
    33,097
    
    
    $
    35,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    68,097David Lee
    
    $
    42,300
    
    
    $
    35,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    77,300Ryuichi Otsuki(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0John F. Otto, Jr.
    
    $
    51,300
    
    
    $
    35,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    86,300Philip F. Otto
    
    $
    38,700
    
    
    $
    35,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    73,700William F. Smith
    
    $
    29,250
    
    
    $
    96,847
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    126,097Naoya Takahashi(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents the grant date fair value of restricted stock units granted during the fiscal year
ended March 31, 2010 in accordance with ASC 718. For additional information on the valuation
assumptions, see Part II, Item 8 Financial Statements and Supplementary Data of our 2010
Annual Report on Form 10-K and in the Notes to Consolidated Financial Statements at Note 13
Stock-Based Incentive Plans.The aggregate number of stock awards (including unvested restricted stock units and vested but
deferred restricted stock units) outstanding for each non-employee director as of March 31,
2010 is as follows: Aggregate Number ofStock AwardsOutstanding as ofDirector
    
    March 31, 2010Charles J. Abbe
    
    
    47,893Harry L. Bosco
    
    
    33,839Kendall W. Cowan
    
    
    41,281Shinjiro Iwata
    
    
    0Isamu Kuru
    
    
    41,281David Lee
    
    
    38,088Ryuichi Otsuki
    
    
    0John F. Otto, Jr.
    
    
    41,281Philip F. Otto
    
    
    47,893William F. Smith
    
    
    54,187
 
 (2)
    
    Mr. Iwata and Mr. Otsuki have declined compensation pursuant to our director compensation
program for their services as directors.(3)
    
    Dr. Takahashi resigned as a member of the Board effective May 13, 2009. Dr. Takahashi had
declined compensation pursuant to our director compensation program for his service as a
director prior to such resignation. Compensation Committee Interlocks and Insider Participation
  39




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##### Table of Contents



Compensation Committee Report*
  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 securitiesremaining availablefor future issuance 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
    
    
    15,745,551
    
    
    $
    5.93
    
    
    
    3,068,930Equity compensation plans not
approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    15,745,551
    
    
    
    
    
    
    
    3,068,930
 Beneficial
Ownership Table
   Common Stock Beneficially Owned (1)(2)Name of Beneficial Owner
    
    Number of
    
    Percent5% Stockholders
    
    Shares
    
    of TotalHitachi, Ltd.
    
    
    29,343,334
    (3)
    
    
    32.6
    %Clarity Partners, L.P.
    
    
    7,527,420
    (4)(5)
    
    
    8.4
    %Clarity Opnext Holdings II, LLC
    
    
    
    
    
    
    Clarity Management, L.P.
    
    
    
    
    
    
    Marubeni Corporation
    
    
    6,350,000
    (6)
    
    
    7.1
    %Marubeni America Corporation
    
    
    Directors and Named Executive OfficersHarry L. Bosco
    
    
    478,459
    (7)
    
    
    *Dr. David Lee
    
    
    7,547,279
    (5)(8)
    
    
    8.4
    %Shinjiro Iwata
    
    
    
    
    
    
    *Charles J. Abbe
    
    
    29,664
    (9)
    
    
    *John F. Otto, Jr.
    
    
    23,052
    (10)
    
    
    *Philip F. Otto
    
    
    39,798
    (11)
    
    
    *Kendall W. Cowan
    
    
    23,052
    (10)
    
    
    *Dr. Isamu Kuru
    
    
    23,052
    (10)
    
    
    *Ryuichi Otsuki
    
    
    
    
    
    
    *William F. Smith
    
    
    35,958
    (9)
    
    
    *Gilles Bouchard
    
    
    544,080
    (12)
    
    
    *Michael C. Chan
    
    
    367,917
    (13)
    
    
    *Tadayuki Kanno
    
    
    171,486
    (14)
    
    
    *Robert J. Nobile
    
    
    188,806
    (15)
    
    
    *Justin J. ONeill
    
    
    160,000
    (16)
    
    
    *All directors and executive officers as a
group(18 individuals)
    
    
    9,841,229
    (5)(6)(7)
    
    
    11
    %
 
 *
    
    Less than 1%.(1)
    
    Beneficial ownership is determined under the rules of the SEC, and includes voting or
investment 41




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##### Table of Contents



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 89,880,632 shares of our common stock outstanding as of June 30,
2010, 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, 2010 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)
    
    Based upon a Schedule 13G/A filed by Marubeni Corporation on February 8, 2010. Of the
6,350,000 shares reported as beneficially owned by Marubeni Corporation, 6,000,000 shares are
owned directly by Marubeni Corporation and 350,000 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 57,849 shares of common stock granted as restricted stock on November 1, 2004,
33,333 shares of which vested on February 20, 2008 and 24,516 shares of which vested on
February 20, 2009, and 15,610 vested restricted stock units (RSUs) which are convertible
into shares of common stock on a one-for-one basis upon the earliest to occur of Mr. Boscos
separation from service or death or a change of control of the Company. The remaining shares
consist of 5,000 shares of common stock purchased on the open market and 400,000 shares of
common stock obtainable within 60 days by the exercise of stock options.(8)
    
    Includes 19,859 vested RSUs which are convertible into shares of common stock on a
one-for-one basis upon the earliest to occur of Dr. Lees separation from service or death or
a change of control of the Company.(9)
    
    Represents vested RSUs which are convertible into shares of common stock on a one-for-one
basis upon the earliest to occur of the directors separation from service or death or a
change of control of the Company.(10)
    
    Includes 20,771 vested RSUs which are convertible into shares of common stock on a one-for-one
basis upon the earliest to occur of the directors separation from service or death or a
change of control 42




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##### Table of Contents



of the Company and 2,281 shares of vested restricted stock.(11)
    
    Includes 29,664 vested RSUs which are convertible into shares of common stock on a one-for-one
basis upon the earliest to occur of the directors separation from service or death or a
change of control of the Company and 10,134 shares of common stock issued to Mr. Otto as a
participant in the StrataLight Communications, Inc. Employee Liquidity Bonus Plan in
accordance with the terms of that certain Agreement and Plan of Merger, dated as of July 9,
2008, among Opnext, Inc., StrataLight Communications, Inc., Omega Merger Sub 1, Inc., Omega
Merger Sub 2, Inc. and Jerome S. Contro as the stockholder representative.(12)
    
    Includes 25,746 shares of common stock granted as restricted stock in connection with Mr.
Bouchards employment agreement, 12,868 shares of which vested on November 1, 2008 and 12,878
shares of which vested on November 1, 2009. The remaining 518,334 shares of common stock
consist of common stock obtainable within 60 days by the exercise of stock options.(13)
    
    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 342,917 shares of common stock consist of common stock obtainable within
60 days by the exercise of stock options.(14)
    
    Includes 14,820 shares of common stock granted as restricted stock on July 1, 2004, 7,500
shares of which vested on February 20, 2008 and 7,320 shares of which vested on February 20,
2009. The remaining 156,666 shares of common stock consist of common stock obtainable within
60 days by the exercise of stock options.(15)
    
    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 178,750 shares of common stock consist of common stock obtainable within
60 days by the exercise of stock options.(16)
    
    Represents 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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Opto Device Intellectual Property License Agreement
   44




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Opnext Japan Intellectual Property License Agreement with Hitachi Communication Technologies, Ltd.
   Opnext Research and Development Agreement
  45




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Opnext Japan Research and Development Agreement
    Opnext Japan Outsourcing Agreement
  46




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Opnext Preferred Provider Agreement
   Opnext Raw Materials Supply Agreement
   Opnext Logistics and Distribution Agreements
   47




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##### Table of Contents



Software User License Agreement with Renesas Technology
  Lease Agreement with Hitachi
   Lease Agreement with Renesas Technology
   Lease Agreement with Chuo Shoji
  48




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##### Table of Contents



Opnext Japan Secondment Agreement
   Opto Device Secondment Agreements
   Capital Leases with Hitachi Capital Corporation
  Director Independence
   49




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Item 14. Principal Account Fees and Services.
 Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
  Year EndedMarch 31, 2010
    
    
    March 31, 2009Audit Fees(1)
    
    $
    1,020,000
    
    
    $
    1,120,587Audit-Related Fees(2)
    
    
    30,000
    
    
    
    167,460Tax Fees (3)
    
    
    89,000
    
    
    
    96,445All Other
Fees (4)
    
    
    139,000
    
    
    
    97,992Total Fees
    
    $
    1,278,000
    
    
    $
    1,482,484
 
 (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 401(k) benefit plan performed during the fiscal year
ended March 31, 2010.(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.(4)
    
    All other fees consist of fees paid for review
services performed in connection with acquisition activities.  Audit Committee Policy Regarding Pre-Approval of Audit and Permissible Non-Audit Services of our
Independent Auditors
   50




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
 All financial statements.
 Financial statement schedules.
 Exhibits.
 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)
 51




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ExhibitNo.
    
    Description of Document10.12
    
    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)10.28+
    
    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.(7)10.30
    
    Lease Agreement, made as of September 15, 2008, between Fremont Ventures LLC and
Opnext, Inc.(7)10.31
    
    Lease Agreement, made as of March 14, 2006 , between Los Gatos Business Park and
StrataLight Communications, Inc.(7)10.32
    
    Lease Agreement, made as of February 1, 2008, and amended June 2, 2008, between Los
Gatos Business Park and StrataLight Communications, Inc.(7)10.33+
    
    Employment Agreement, dated as of February 18, 2009, between Opnext, Inc. and
Shrichand Dodani.(7)10.34+
    
    First Amendment to Employment Agreement, dated as of May 15, 2009, between Opnext,
Inc. and Michael Chan.(6)
 52




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##### Table of Contents



ExhibitNo.
    
    Description of Document21
    
    List of Subsidiaries.(7)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.(7)
    
    Filed as an exhibit to Form 10-K/A (Amendment No. 1) as filed with the Securities and
Exchange Commission on July 29, 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. 53




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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,Dated: July 29, 2010
    
    Chief Financial Officer and
Senior Vice President, Finance 54




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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 BoardHarry L. Bosco*
    
    Director and Co-Chairman of the BoardDr. David Lee*
    
    DirectorCharles J. Abbe*
    
    DirectorKendall W. Cowan*
    
    DirectorShinjiro Iwata*
    
    DirectorDr. Isamu Kuru*
    
    DirectorRyuichi Otsuki*
    
    DirectorJohn F. Otto, Jr.*
    
    DirectorPhilip F. Otto*
    
    DirectorWilliam L. Smith* By /s/ Robert J. NobileAttorney-in-fact
  55




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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)
 56




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##### Table of Contents



ExhibitNo.
    
    Description of Document10.17
    
    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)10.28+
    
    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.(7)10.30
    
    Lease Agreement, made as of September 15, 2008, between Fremont Ventures LLC and
Opnext, Inc.(7)10.31
    
    Lease Agreement, made as of March 14, 2006 , between Los Gatos Business Park and
StrataLight Communications, Inc.(7)10.32
    
    Lease Agreement, made as of February 1, 2008, and amended June 2, 2008, between Los
Gatos Business Park and StrataLight Communications, Inc.(7)10.33+
    
    Employment Agreement, dated as of February 18, 2009, between Opnext, Inc. and
Shrichand Dodani.(7)10.34+
    
    First Amendment to Employment Agreement, dated as of May 15, 2009, between Opnext,
Inc. and Michael Chan.(6)21
    
    List of Subsidiaries.(7)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.
 57




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##### Table of Contents



(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.(7)
    
    Filed as an exhibit to Form 10-K/A (Amendment No. 1) as filed with the Securities and
Exchange Commission on July 29, 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. 58