exv10w11






Exhibit 10.11




OPLINK COMMUNICATIONS, INC.




2009 EQUITY INCENTIVE PLAN



NOTICE OF GRANT OF RESTRICTED STOCK UNITS



     Unless otherwise defined herein, the terms defined in the Oplink Communications, Inc. 2009
Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of
Restricted Stock Units (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit
Grant, attached hereto as Exhibit A (together, the “Agreement”).



	 	 	 

	Participant:

	 	[Name]
	 
	 	 
	Address:

	 	[Address]
	 

	 	[Address]






     Participant has been granted the right to receive an Award of Restricted Stock Units, subject
to the terms and conditions of the Plan and this Agreement, as follows:



	 	 	 

	Grant Number:

	 	[Grant No.]
	 
	 	 
	Date of Grant:

	 	[Grant Date]
	 
	 	 
	Vesting Commencement Date:

	 	[Vest Commence Date]
	 
	 	 
	Number of Restricted Stock Units:

	 	[Total Units]






     Vesting Schedule:



     Subject to any acceleration provisions contained in the Plan or set forth below, the
Restricted Stock Units will vest in accordance with the following schedule:



     [Vesting Schedule]



     In the event Participant ceases to be a Service Provider for any or no reason before
Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant’s right
to acquire any Shares hereunder will immediately terminate.



     By Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Award of Restricted Stock Units is granted under and
governed by the terms and conditions of the Plan and this Agreement. Participant has reviewed the
Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Agreement and fully understands all provisions of the Plan and Agreement.
Participant hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan and Agreement.
Participant further agrees to notify the Company upon any change in the residence address indicated
below.



	 	 	 	 	 

	PARTICIPANT

	 	OPLINK COMMUNICATIONS, INC.
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Signature

	 	By	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Print Name

	 	Title	 	 






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EXHIBIT A




TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT



     1. Grant. The Company hereby grants to the Participant named in the Notice of Grant
(“Participant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and
conditions in this Agreement and the Plan, which is incorporated herein by reference. Subject to
Section 20(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan
and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.



     2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to
receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested
in the manner set forth in Section 3, Participant will have no right to payment of any such
Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such
Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all)
only from the general assets of the Company. Any Restricted Stock Units that vest in accordance
with Sections 3 or 4 will be paid to Participant (or in the event of Participant’s death, to his or
her estate) in whole Shares, subject to Participant satisfying any applicable tax withholding
obligations as set forth in Section 7. Subject to the provisions of Section 4, such vested
Restricted Stock Units will be paid in Shares as soon as practicable after vesting, but in each
such case within the period ending no later than the later of the fifteenth (15th) day
of the third (3rd) month following the end of the (i) Fiscal Year or the (ii) calendar
year, which in either case includes the vesting date.



     3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the
Restricted Stock Units awarded by this Agreement will vest in accordance with the vesting
provisions set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain
date or upon the occurrence of a certain condition will not vest in Participant in accordance with
any of the provisions of this Agreement, unless Participant will have been continuously a Service
Provider from the Date of Grant until the date such vesting occurs.



     4. Administrator Discretion. The Administrator, in its discretion, may accelerate the
vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock
Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock
Units will be considered as having vested as of the date specified by the Administrator.



          Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the
balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in
connection with Participant’s termination as a Service Provider (provided that such termination is
a “separation from service” within the meaning of Section 409A, as determined by the Company),
other than due to death, and if (x) Participant is a “specified employee” within the meaning of
Section 409A at the time of such termination as a Service Provider and (y) the payment of such
accelerated Restricted Stock Units will result in the imposition of additional tax under Section
409A if paid to Participant on or within the six (6) month period following Participant’s
termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will
not be made until the date six (6) months and one (1) day following the date of Participant’s
termination as a Service Provider, unless the Participant dies following his or her termination as
a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to the
Participant’s estate as soon as practicable following his or her death. It is the intent of this
Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock
Units provided under this Agreement or Shares issuable thereunder will be subject to the additional
tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For
purposes of this Agreement, “Section 409A” means Code Section 409A and the final Treasury
Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to
time.




     5. Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any
contrary provision of this Agreement, the balance of the Restricted Stock Units that have not
vested as of the time of Participant’s termination as a Service Provider for any or no reason and
Participant’s right to acquire any Shares hereunder will immediately terminate.



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     6. Death of Participant. Any distribution or delivery to be made to Participant under
this Agreement will, if Participant is then deceased, be made to Participant’s designated
beneficiary, or if no beneficiary survives Participant, the administrator or executor of
Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his
or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity
of the transfer and compliance with any laws or regulations pertaining to said transfer.



     7. Tax Withholding. Notwithstanding any contrary provision of this Agreement, no
certificate representing the Shares will be issued to Participant, unless and until satisfactory
arrangements (as determined by the Administrator) will have been made by Participant with respect
to the payment of income, employment and other taxes which the Company determines must be withheld
with respect to such Shares. To the extent determined appropriate by the Company in its
discretion, it will have the right (but not the obligation) to satisfy any tax withholding
obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant
fails to make satisfactory arrangements for the payment of any required tax withholding obligations
hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest
pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and
any right to receive Shares thereunder and the Restricted Stock Units will be returned to the
Company at no cost to the Company.



     8. Rights as Stockholder. Neither Participant nor any person claiming under or
through Participant will have any of the rights or privileges of a stockholder of the Company in
respect of any Shares deliverable hereunder unless and until certificates representing such Shares
will have been issued, recorded on the records of the Company or its transfer agents or registrars,
and delivered to Participant. After such issuance, recordation and delivery, Participant will have
all the rights of a stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares.



     9. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING
OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF
RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES
THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH
PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.



     10. Address for Notices. Any notice to be given to the Company under the terms of
this Agreement will be addressed to the Company at Oplink Communications, Inc., 46335 Landing
Parkway, Fremont, CA 94538, or at such other address as the Company may hereafter designate in
writing or electronically.



     11. Grant is Not Transferable. Except to the limited extent provided in Section 6,
this grant and the rights and privileges conferred hereby will not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be
subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred
hereby, or upon any attempted sale under any execution, attachment or similar process, this grant
and the rights and privileges conferred hereby immediately will become null and void.



     15. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



     16. Additional Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration or qualification of the Shares upon
any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable



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as a condition to the issuance of Shares to Participant (or his or her estate), such issuance
will not occur unless and until such listing, registration, qualification, consent or approval will
have been effected or obtained free of any conditions not acceptable to the Company. Where the
Company determines that the delivery of the payment of any Shares will violate federal securities
laws or other applicable laws, the Company will defer delivery until the earliest date at which the
Company reasonably anticipates that the delivery of Shares will no longer cause such violation.
The Company will make all reasonable efforts to meet the requirements of any such state or federal
law or securities exchange and to obtain any such consent or approval of any such governmental
authority.




     17. Plan Governs. This Agreement is subject to all terms and provisions of the Plan.
In the event of a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not
defined in this Agreement will have the meaning set forth in the Plan.



     18. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any Restricted Stock Units have
vested). All actions taken and all interpretations and determinations made by the Administrator in
good faith will be final and binding upon Participant, the Company and all other interested
persons. No member of the Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.



     19. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock
Units that may be awarded under the Plan by electronic means or request Participant’s consent to
participate in the Plan by electronic means. Participant hereby consents to receive such documents
by electronic delivery and agrees to participate in the Plan through any on-line or electronic
system established and maintained by the Company or another third party designated by the Company.



     20. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.



     21. Agreement Severable. In the event that any provision in this Agreement will be
held invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
Agreement.



     22. Modifications to the Agreement. This Agreement constitutes the entire
understanding of the parties on the subjects covered. Participant expressly warrants that he or
she is not accepting this Agreement in reliance on any promises, representations, or inducements
other than those contained herein. Modifications to this Agreement or the Plan can be made only in
an express written contract executed by a duly authorized officer of the Company. Notwithstanding
anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise
this Agreement as it deems necessary or advisable, in its sole discretion and without the consent
of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax
or income recognition under Section 409A in connection to this Award of Restricted Stock Units.



     23. Amendment, Suspension or Termination of the Plan. By accepting this Award,
Participant expressly warrants that he or she has received an Award of Restricted Stock Units under
the Plan, and has received, read and understood a description of the Plan. Participant understands
that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company
at any time.



     23. Governing Law. This Agreement will be governed by the laws of the State of
California, without giving effect to the conflict of law principles thereof. For purposes of
litigating any dispute that arises under this Award of Restricted Stock Units or this Agreement,
the parties hereby submit to and consent to the jurisdiction of the State of California, and agree
that such litigation will be conducted in the courts of Alameda County, California, or the federal
courts for the United States for the Northern District of California, and no other courts, where
this Award of Restricted Stock Units is made and/or to be performed.




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