2004 Stock Option Plan



 Exhibit 10.2 
 NEOPHOTONICS CORPORATION 
 2004 STOCK OPTION PLAN 

Adopted: March 14, 2004 
 Termination Date: March 14, 2014 

1.      Purposes of the Plan. The purposes of this 2004 Stock Option Plan are to attract and
retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive
Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code and the regulations and interpretations promulgated
thereunder. 
 2.      Definitions. As used herein, the following definitions shall
apply: 
 (a)      “Administrator” means the Board or its Committee
appointed pursuant to Section 4 of the Plan. 
 (b)      “Affiliate”
means an entity other than a Subsidiary (as defined below) which, together with the Company, is under common control of a third person or entity. 
 (c)      “Applicable Laws” means the legal requirements relating to the administration of stock option and restricted stock purchase plans, including
under applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S. federal and state laws, the Code, any Stock Exchange rules or regulations and the applicable laws, rules and regulations of any other country
or jurisdiction where Options are granted under the Plan (including without limitation the applicable laws, rules and regulations of the PRC), as such laws, rules, regulations and requirements shall be in place from time to time. 

(d)      “Board” means the Board of Directors of the Company. 

(e)      “Cause” for termination of a Participant’s Continuous Service Status
will exist if the Participant is terminated by the Company for any of the following reasons: (i) Participant’s willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a
Company policy; (ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) unauthorized use
or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or
(iv) Participant’s willful and material breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good
faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at 







 
any time as provided in Section 5(d) below, and the term “Company” will be interpreted to include any Subsidiary, Parent or Affiliate, as appropriate. 

(f)      “Change of Control” means (1) a sale of all or substantially all of
the Company’s assets, or (2) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the
shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a
majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (3) the direct or indirect acquisition (including by way of a
tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the
Company. Notwithstanding the foregoing, the Company’s acquisition of the outstanding shares of Photon (and any and all related transactions) shall not constitute a Change of Control under this Plan. 

(g)      “Code” means the Internal Revenue Code of 1986, as amended. 

(h)      “Committee” means one or more committees or subcommittees of the Board
appointed by the Board to administer the Plan in accordance with Section 4 below. 

(i)      “Common Stock” means the Common Stock of the Company. 

(j)      “Company” means NeoPhotonics Corporation, a Delaware corporation.

 (k)      “Consultant” means any person, including an advisor, who is
engaged by the Company or any Parent, Subsidiary or Affiliate to render services and is compensated for such services, and any director of the Company whether compensated for such services or not. 

(l)      “Continuous Service Status” means the absence of any interruption or
termination of service as an Employee or Consultant to the Company or a Parent, Subsidiary, or Affiliate. Continuous Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave;
(ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by
contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their
respective successors. A change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Service Status. 

(m)      “Corporate Transaction” means a sale of all or substantially all of the
Company’s assets, or a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or the 


  
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direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of
shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company. 

(n)       “Director” means a member of the Board. 

(o)      “Employee” means any person employed by the Company or any Parent,
Subsidiary or Affiliate, with the status of employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or the Applicable Laws. The payment by the Company of
a director’s fee to a Director shall not be sufficient to constitute “employment” of such Director by the Company. 
 (p)      “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(q)      “Fair Market Value” means, as of any date, the fair market value of the
Common Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the closing
price for the Shares as reported in the Wall Street Journal for the applicable date. 

(r)      “Incentive Stock Option” means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable Option Agreement. 

(s)      “Involuntary Termination” means termination of a Participant’s
Continuous Service Status under the following circumstances: (i) termination without Cause by the Company or a Subsidiary, Parent or Affiliate, as appropriate; or (ii) voluntary termination by the Participant within 60 days following
(A) a material reduction in the Participant’s job responsibilities, provided that neither a mere change in title alone nor reassignment following a Change of Control to a position that is substantially similar to the position held prior to
the Change of Control shall constitute a material reduction in job responsibilities; (B) relocation by the Company or a Subsidiary, Parent or Affiliate, as appropriate, of the Participant’s work site to a facility or location more than 35
miles from the Participant’s principal work site for the Company at the time of the Change of Control; or (C) a reduction in Participant’s then-current base salary by at least 20%, provided that an across-the-board reduction in the
salary level of all other employees or consultants in positions similar to the Participant’s by the same percentage amount as part of a general salary level reduction shall not constitute such a salary reduction. 

(t)      “Listed Security” means any security of the Company that is listed or
approved for listing on a national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. 

(u)      “Named Executive” means any individual who, on the last day of the
Company’s fiscal year, is the chief executive officer of the Company (or is acting in such 

  
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capacity) or among the four most highly compensated officers of the Company (other than the chief executive officer). Such officer status shall be determined pursuant to the executive
compensation disclosure rules under the Exchange Act. 
 (v)      “Nonstatutory Stock
Option” means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement. 
 (w)      “Option” means a stock option granted pursuant to the Plan. 
 (x)      “Option Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the
terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice. 

(y)      “Option Exchange Program” means a program approved by the Administrator
whereby outstanding Options are exchanged for Options with a lower exercise price or are amended to decrease the exercise price as a result of a decline in the Fair Market Value of the Common Stock. 

(z)      “Optioned Stock” means the Common Stock subject to an Option. 

(aa)     “Optionee” means an Employee or Consultant who receives an Option. 

(bb)     “Parent” means a “parent corporation,” whether now or hereafter
existing, as defined in Section 424(e) of the Code, or any successor provision. 

(cc)     “Participant” means any holder of one or more Options, or the Shares issuable
or issued upon exercise of such Options, under the Plan. 
 (dd)     “Photon”
means Shenzhen Photon Technology Co., Ltd., a company incorporated in the PRC and a Subsidiary of the Company. 

(ee)     “Plan” means this 2004 Stock Option Plan. 

(ff)      “PRC” means the People’s Republic of China. 

(gg)     “Reporting Person” means an officer, Director, or greater than ten percent
stockholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act. 
 (hh)     “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision. 

(ii)       “Share” means a share of the Common Stock, as adjusted in
accordance with Section 14 of the Plan. 

  
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 (jj)      “Stock Exchange” means any
stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time. 

(kk)      “Subsidiary” means a “subsidiary corporation,” whether now or
hereafter existing, as defined in Section 424(f) of the Code, or any successor provision. Without limiting the foregoing, Photon shall be considered a Subsidiary for purposes of this Plan. 

(ll)      “Ten Percent Holder” means a person who owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary. 

3.      Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan,
the maximum aggregate number of Shares that may be sold under the Plan is 3,010,769 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an award should expire or become unexercisable for any
reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the
Plan. In addition, any Shares of Common Stock which are retained by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with respect to such exercise or purchase shall
be treated as not issued and shall continue to be available under the Plan. Shares issued under the Plan and later repurchased by the Company pursuant to any repurchase right which the Company may have shall not be available for future grant under
the Plan. 
 4.      Administration of the Plan. 

(a)      General. The Plan shall be administered by the Board or a Committee, or a
combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by the Applicable Laws, the Board may authorize one or more officers
to make awards under the Plan. 
 (b)      Committee Composition. If a Committee
has been appointed pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional
members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted
by the Applicable Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions. The Committee shall in all
events conform to any requirements of the Applicable Laws. 
 (c)      Powers of the
Administrator. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: 

  
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 (i)        to determine the Fair Market Value of
the Common Stock, in accordance with Section 2(q) of the Plan, provided that such determination shall be applied consistently with respect to Participants under the Plan; 

(ii)       to select the Employees and Consultants to whom Options may from time to time be granted;

 (iii)      to determine whether and to what extent Options are granted; 

(iv)      to determine the number of Shares of Common Stock to be covered by each award granted;

 (v)       to approve the form(s) of agreement(s) used under the Plan, including without
limitation the form(s) of agreement(s) used under the Plan for optionees who are Employees or Consultants of Photon; 

(vi)      to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award
granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times when awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, any pro rata adjustment to vesting as a result of a Participant’s transitioning from full- to part-time service (or vice versa), and any restriction or limitation regarding any Option, Optioned Stock or restricted stock
issued upon exercise of an Option, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 
 (vii)     to determine whether and under what circumstances an Option may be settled in cash under Section 10(c) instead of Common Stock; 

(viii)    to implement an Option Exchange Program on such terms and conditions as the Administrator in its
discretion deems appropriate, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Optionee shall be made without the prior written consent of the Optionee; 

(ix)      to adjust the vesting of an Option held by an Employee or Consultant as a result of a change in
the terms or conditions under which such person is providing services to the Company; 

(x)       to construe and interpret the terms of the Plan and awards granted under the Plan, which
constructions, interpretations and decisions shall be final and binding on all Participants; and 

(xi)      in order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of
Options to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs. 

  
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 5.       Eligibility. 

 (a)      Recipients of Grants. Nonstatutory Stock Options may be granted to Employees,
Consultants and Directors. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options. 

 (b)      Type of Option. Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. 
  (c)      ISO
$100,000 Limitation. Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time
by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock
Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option. 

 (d)      No Employment Rights. The Plan shall not confer upon any Participant any
right with respect to continuation of an employment or consulting relationship with the Company, nor shall it interfere in any way with such Participant’s right or the Company’s right to terminate the employment or consulting relationship
at any time, for any reason. 
 6.      Term of Plan. The Plan shall become
effective upon its adoption by the Board of Directors. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 15 of the Plan. 

7.      Term of Option. The term of each Option shall be the term stated in the Option
Agreement; provided that the term shall be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a
person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. 

8.      [Reserved.] 
 9.      Option Exercise Price and Consideration. 
  (a)      Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined
by the Administrator and set forth in the Option Agreement, but shall be subject to the following: 

   (i)      In the case of an Incentive Stock Option 

  
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  (A)      granted to an Employee who at the time of
grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; or 
  (B)      granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. 

 (ii)      In the case of a Nonstatutory Stock Option 

 (A)      granted on any date on which the Common Stock is not a Listed Security to a person who is
at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant if required by the Applicable Laws and, if not so required, shall be such price as is
determined by the Administrator; 
  (B)      granted on any date on which the Common Stock
is not a Listed Security to any other eligible person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant if required by the Applicable Laws and, if not so required, shall be such price as
is determined by the Administrator; or 
  (C)      granted on any date on which the Common
Stock is a Listed Security to any eligible person, the per share Exercise Price shall be such price as determined by the Administrator provided that if such eligible person is, at the time of the grant of such Option, a Named Executive of the
Company, the per share Exercise Price shall be no less than 100% of the Fair Market Value on the date of grant if such Option is intended to qualify as performance-based compensation under Section 162(m) of the Code. 

 (iii)      Notwithstanding the foregoing, Options may be granted with a per Share exercise price
other than as required above pursuant to a merger or other corporate transaction. 

(b)      Permissible Consideration.  The consideration to be paid for the Shares
to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash;
(2) check; (3) subject to any requirements of the Applicable Laws (including without limitation Section 153 of the Delaware General Corporation Law), delivery of Optionee’s promissory note having such recourse, interest, security
and redemption provisions as the Administrator determines to be appropriate after taking into account the potential accounting consequences of permitting an Optionee to deliver a promissory note; (4) cancellation of indebtedness; (5) other
Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired, directly or indirectly, from the Company, such
Shares must have been owned by the Optionee for more than six months on the date of surrender (or such other period as may be required to avoid the Company’s incurring an adverse accounting charge); (6) if, as of the date of exercise of an
Option the Company then is permitting employees to engage in a “same-day sale” cashless brokered exercise program 

  
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involving one or more brokers, through such a program that complies with the Applicable Laws (including without limitation the requirements of Regulation T and other applicable regulations
promulgated by the Federal Reserve Board) and that ensures prompt delivery to the company of the amount required to pay the exercise price and any applicable withholding taxes; or (7) any combination of the foregoing methods of payment. In
making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to
accept a particular form of consideration at the time of any Option exercise. 

10.      Exercise of Option. 

  (a)    General. 
   (i)      Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the
Administrator, consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect to the Company and/or the Optionee; provided however that, if required under
Applicable Laws, the Option (or Shares issued upon exercise of the Option) shall comply with the requirements of Section 260.140.41(f) and (k) of the Rules of the California Corporations Commissioner. 

  (ii)      Leave of Absence. The Administrator shall have the discretion to
determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any such unpaid leave (unless
otherwise required by the Applicable Laws). In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him
or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Participant continued to
provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave. 
   (iii)      Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be
exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable. 

  (iv)      Procedures for and Results of Exercise. An Option shall be deemed
exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the
Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 9(b) of the Plan, provided that the Administrator may, in its sole discretion, refuse to
accept any form of consideration at the time of any Option exercise. 

  
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 Exercise of an Option in any manner shall result in a decrease in the number of Shares that
thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 
  (v)      Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 of the Plan. 
 (b)      Termination of Employment or Consulting Relationship. Except as otherwise set forth in this Section 10(b), the Administrator shall establish and
set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the
Administrator at any time. Unless the Administrator otherwise provides in the Option Agreement, to the extent that the Optionee is not vested in Optioned Stock at the date of termination of his or her Continuous Service Status, or if the Optionee
(or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Option Agreement or below (as applicable), the Option shall terminate and the Optioned Stock underlying the
unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to Section 7). 

The following provisions (1) shall apply to the extent an Option Agreement does not specify the terms and conditions upon which an
Option shall terminate upon termination of an Optionee’s Continuous Service Status, and (2) establish the minimum post-termination exercise periods that may be set forth in an Option Agreement: 

(i)        Termination other than Upon Disability or Death. In the event of
termination of Optionee’s Continuous Service Status other than under the circumstances set forth in subsections (ii) and (iii) below, such Optionee may exercise an Option for 60 days following such termination to the extent the
Optionee was vested in the Optioned Stock as of the date of such termination. No termination shall be deemed to occur and this Section 10(b)(i) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or
(ii) the Optionee is an Employee who becomes a Consultant. 

(ii)       Disability of Optionee. In the event of termination of an Optionee’s
Continuous Service Status as a result of his or her disability (including a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may exercise an Option at any time within six (6) months following such termination
to the extent the Optionee was vested in the Optioned Stock as of the date of such termination. 

(iii)      Death of Optionee. In the event of the death of an Optionee during the period of
Continuous Service Status since the date of grant of the Option, or within thirty (30) days following termination of Optionee’s Continuous Service Status, the Option may 

  
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be exercised by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance at any time within twelve (12) months following the date of
death, but only to the extent the Optionee was vested in the Optioned Stock as of the date of death or, if earlier, the date the Optionee’s Continuous Service Status terminated. 

(c)      Buyout Provisions. The Administrator may at any time offer to buy out for a payment
in cash or Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 

11.    Taxes. 
 (a)      As a condition of the grant, vesting or exercise of an Option granted under the Plan, the Participant (or in the case of the Participant’s death, the person
exercising the Option) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with such grant, vesting or
exercise of the Option or the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a
Participant’s tax withholding obligations under this Section 11 (whether pursuant to Section 11(c), (d) or (e), or otherwise), the Administrator shall not allow Shares to be withheld in an amount that exceeds the minimum
statutory withholding rates for federal and state tax purposes, including payroll taxes. 

(b)      In the case of an Employee and in the absence of any other arrangement, the Employee shall be
deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise of the Option. 

(c)      This Section 11(c) shall apply only after the date, if any, upon which the Common Stock
becomes a Listed Security. In the case of Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the
absence of any other arrangement and to the extent permitted under the Applicable Laws, the Participant shall be deemed to have elected to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares
having a Fair Market Value determined as of the applicable Tax Date (as defined below) equal to the amount required to be withheld. For purposes of this Section 11, the Fair Market Value of the Shares to be withheld shall be determined on the
date that the amount of tax to be withheld is to be determined under the Applicable Laws (the “Tax Date”). 

(d)      If permitted by the Administrator, in its discretion, a Participant may satisfy his or her tax
withholding obligations upon exercise of an Option by surrendering to the Company Shares that have a Fair Market Value determined as of the applicable Tax Date equal to the amount required to be withheld. In the case of shares previously acquired
from the Company that are surrendered under this Section 11(d), such Shares must have been owned by 

  
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the Participant for more than six (6) months on the date of surrender (or such other period of time as is required for the Company to avoid adverse accounting charges). 

(e)      Any election or deemed election by a Participant to have Shares withheld to satisfy tax
withholding obligations under Section 11(c) or (d) above shall be irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by a
Participant under Section 11(d) above must be made on or prior to the applicable Tax Date. 

(f)      In the event an election to have Shares withheld is made by a Participant and the Tax Date is
deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to which the Option is exercised but such Participant shall be
unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date. 

12.    Non-Transferability of Options. 

(a)      General. Except as set forth in this Section 12, Options may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option may be exercised,
during the lifetime of the holder of an Option, only by such holder or a transferee permitted by this Section 12. 

(b)      Limited Transferability Rights. Notwithstanding anything else in this
Section 12, the Administrator may in its discretion grant Nonstatutory Stock Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the
trustor (settlor) or by gift or pursuant to domestic relations orders to “Immediate Family Members” (as defined below) of the Optionee. “Immediate Family” means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), a trust in which these persons have more than fifty percent
of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent of the voting interests. 

13.    Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions. 

(a)      Changes in Capitalization. Subject to any action required under Applicable Laws by
the stockholders of the Company, the number of Shares of Common Stock covered by each outstanding Option and the number of Shares of Common Stock that have been authorized for issuance under the Plan but as to which no Options have yet been granted
or that have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per Share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number
of issued Shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or 

  
 -12-









 
reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares of Common Stock effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of Shares of Common Stock subject to an Option. 

 (b)      Dissolution or Liquidation. In the event of the dissolution or liquidation of
the Company, each Option will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator. 
  (c)      Corporate Transactions; Change of Control. In the event of a Corporate Transaction, each outstanding Option shall be assumed or an equivalent
option or right shall be substituted by the successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”), and the Successor Corporation shall succeed to any repurchase rights of the
Company with respect to shares issued upon exercise of an award, unless the Successor Corporation does not agree to assume the outstanding Options or to substitute equivalent options or rights, in which case the Options shall terminate upon the
consummation of the Corporate Transaction. 
  In the event of a Corporate Transaction that is a Change of
Control, unless otherwise specified in an Option Agreement, the following provisions shall govern: 

   (i)      If the Successor Corporation does not agree to assume the
outstanding Options or to substitute equivalent options or rights in connection with the Change of Control, in the case of an award held by any Participant who, immediately prior to the Change of Control is either (A) an officer of the Company
or Photon (meaning that the Participant holds the title of at least Vice President of the Company or the equivalent at Photon), (B) an employee of the Company or Photon at the employee-director level (as determined by the Administrator), or
(C) a non-employee member of the Board (or the board of directors of Photon), the Options in the award shall accelerate and become exercisable (and Company repurchase rights with respect to shares issued upon exercise of the award shall lapse)
immediately prior to the Change of Control as to that number of shares that would otherwise have vested and been exercisable (or with respect to which the Company repurchase right would have lapsed) as of the date that is twelve (12) months
after the date of the Change of Control, assuming the Participant remained in Continuous Service Status for its twelve month period, and upon the consummation of the Change of Control, all Options shall terminate. 

   (ii)      If the Successor Corporation does agree to assume the
outstanding Options or to substitute equivalent options or rights in connection with the Change of Control, in the case of an award held by any Participant who, immediately prior to the Change of Control is either (A) an officer of the Company
or Photon (meaning that the Participant holds the title of at least Vice President of the Company or the equivalent at Photon), (B) an employee of the 

  
 -13-









 
Company or Photon at the employee-director level (as determined by the Administrator), or (C) a non-employee member of the Board (or the board of directors of Photon), in the event of the
Involuntary Termination of the Participant in connection with or within twelve (12) months following consummation of the Corporate Transaction, then, effective immediately prior to such Involuntary Termination, any assumed or substituted award
held by the Participant at the time of such Involuntary Termination shall accelerate and become exercisable as to that number of Shares that would otherwise have vested and been exercisable as of the date that is twelve (12) months after the
date of termination, and any repurchase right applicable to any Shares subject to the award shall lapse as to that number of Shares as to which the repurchase right would otherwise have lapsed as of the date that is twelve (12) months after the
date of termination, in each case assuming the Participant remained in Continuous Service Status for the twelve-month period. 
  Notwithstanding the foregoing, in connection with or prior to a Change of Control, without consent of a Participant, the Board may determine that additional Shares shall vest and become exercisable
in the event of a Change of Control or Involuntary Termination in connection with or following a Change of Control. 

 For purposes of this Section 13(c), an Option shall be considered assumed, without limitation, if, at the time of issuance of
the stock or other consideration upon a Corporate Transaction or Change of Control, as the case may be, each holder of an Option would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount
of property, cash or securities as the holder would have been entitled to receive upon the occurrence of the Corporate Transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares of Common Stock
covered by the award at such time (after giving effect to any adjustments in the number of Shares covered by the Option as provided for in this Section 13); provided however that if the consideration received in the Corporate Transaction is not
solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise of the award to be solely common stock of the Successor Corporation
equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the Corporate Transaction. 
  (d)      Certain Distributions. In the event of any distribution to the Company’s stockholders of securities of any other entity or other assets
(other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option to
reflect the effect of such distribution. 
 14.      Time of Granting Options. The
date of grant of an Option shall, for all purposes, be the date on which the Administrator makes the determination granting such Option, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock
Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee’s employment relationship with the Company. Notice of the
determination shall be 

  
 -14-









 
given to each Employee or Consultant to whom an Option is so granted within a reasonable time after the date of such grant. 

15.      Amendment and Termination of the Plan. 

 (a)      Authority to Amend or Terminate. The Board may at any time amend, alter,
suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to Section 13 above) shall be made that would materially and adversely affect the rights of any Optionee under any
outstanding grant, without his or her consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as
required. 
  (b)      Effect of Amendment or Termination. Except as to
amendments which the Administrator has the authority under the Plan to make unilaterally, no amendment or termination of the Plan shall materially and adversely affect Options already granted, unless mutually agreed otherwise between the Optionee
and the Administrator, which agreement must be in writing and signed by the Optionee or holder and the Company. 

16.      Conditions Upon Issuance of Shares. Notwithstanding any other provision of the Plan
or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with the
Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of an Option, the Company may require the person exercising the award to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by law. Shares issued upon
exercise of Options granted prior to the date on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company
before selling or transferring them to any third party on such terms and subject to such conditions as is reflected in the applicable Option Agreement. 
 17.      Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. 
 18.      Agreements. Options
shall be evidenced by Option Agreements in such form(s) as the Administrator shall from time to time approve. 

19.      Stockholder Approval. If required by the Applicable Laws, continuance of the Plan
shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under the Applicable
Laws. 

  
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 20.      Information and Documents to Optionees and
Purchasers. Prior to the date, if any, upon which the Common Stock becomes a Listed Security and if required by the Applicable Laws, the Company shall provide financial statements at least annually to each Optionee and to each individual who
acquired Shares pursuant to the Plan, during the period such Optionee or purchaser has one or more Options outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares.
The Company shall not be required to provide such information if the issuance of Options under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. 

  
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 NEOPHOTONICS CORPORATION 

2004 STOCK OPTION PLAN 
 NOTICE OF STOCK OPTION GRANT 
 «Optionee_» 

«address_» 
 «address_» 
 You have been granted an option to purchase Common Stock
of NeoPhotonics Corporation (the “Company”) as follows: 
  

			
	Board Approval Date:	 	«BoardApprovalDate_»
		
	Date of Grant (Later of Board Approval Date or Commencement of Employment/Consulting):	 	«GrantDate_»
		
	Exercise Price per Share:	 	$«ExercisePrice_»
		
	Total Number of Shares Granted:	 	«NoofShares_»
		
	Total Exercise Price:	 	$«TotalExercisePrice_»
		
	Type of Option:	 	«TypeofOption_»
		
	Expiration Date:	 	«ExpireDate_»
		
	Vesting Commencement Date:	 	«VestingCommenceDate_»
		
	Vesting/Exercise Schedule:	 	[This Option may be exercised, in whole or in part, at any time after the Date of Grant.] So long as your employment or consulting relationship with the Company continues, the
Shares underlying this Option shall vest in accordance with the following schedule: Unless otherwise noted, 25% of the Option Shares shall vest on the one-year anniversary of the Vesting Commencement Date, and 1/48th of the total number of Option
Shares shall vest on each monthly anniversary of the Vesting Commencement Date thereafter, so long as the optionee remains an employee of or consultant to the Company. This Option may be exercised, in whole or in part, at any time for vested Option
Shares in accordance with the vesting schedule


  
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	Termination Period:	 	This Option may be exercised for 60 days after termination of employment or consulting relationship except as set out in Section 5 of the Stock Option Agreement (but
in no event later than the Expiration Date). Optionee is responsible for keeping track of these exercise periods following termination for any reason of his or her service relationship with the Company. The Company will not provide further notice of
such periods.
		
	Transferability:	 	This Option may not be transferred.

 By
your signature and the signature of the Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the NeoPhotonics Corporation 2004 Stock Option Plan and the Stock
Option Agreement, both of which are attached and made a part of this document. 
 In addition, you agree and acknowledge that
your rights to any Shares underlying the Option will be earned only as you provide services to the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company prior to your Vesting Commencement
Date, and that nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the
Company’s right to terminate that relationship at any time, for any reason, with or without cause. 
  

							
		 		 	 NeoPhotonics Corporation

				
	  
	 		 	 By:
	 	  

	 «Optionee_»
	 		 	 James D. Fay, Chief Financial Officer



  
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 NEOPHOTONICS CORPORATION 

2004 STOCK OPTION PLAN 
 STOCK OPTION AGREEMENT 

1.      Grant of Option. NeoPhotonics Corporation, a Delaware corporation (the
“Company”), hereby grants to «Optionee_» (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in
the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the NeoPhotonics Corporation 2004
Stock Option Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.

 2.      Designation of Option. This Option is intended to be an Incentive Stock
Option as defined in Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent the Option does not qualify as an Incentive Stock Option, it is intended to be a
Nonstatutory Stock Option. 
 Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the
Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate
fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with
Section 5(c) of the Plan. 
 3.      Exercise of Option. This Option shall be
exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows: 
  (a)      Right to Exercise. 

  (i)      This Option may not be exercised for a fraction of a share. 

  (ii)     In the event of Optionee’s death, disability or other termination of employment, the
exercisability of the Option is governed by Section 5 below, subject to the limitations contained in this Section 3. 

  (iii)    In no event may this Option be exercised after the Expiration Date of the Option as set forth
in the Notice. 







 (b)      Method of Exercise. 

 (i)      This Option shall be exercisable by execution and delivery of the Early Exercise Notice and
Restricted Stock Purchase Agreement attached hereto as Exhibit A, [the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit B,] or any other form of written notice approved for such purpose by the
Company which shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect
to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its
discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

  (ii)     As a condition to the exercise of this Option and as further set forth in
Section 12 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding, direct
payment to the Company, or otherwise. 
  (iii)    The Company is not obligated, and will have no
liability for failure, to issue or deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This
Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation
of any applicable federal or state securities or other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this
Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on
the date on which the Option is exercised with respect to such Shares. 
 4.      Method of
Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the election of Optionee: 
 (a)      cash or check; 

(b)      cancellation of indebtedness; 

(c)      prior to the date, if any, upon which the Common Stock becomes a Listed Security, by surrender of
other shares of Common Stock of the Company that have an aggregate Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised. In the case of shares acquired directly or indirectly
from the Company, such shares must have been owned by Optionee for more than six (6) months on the 

  
 -2-









 
date of surrender (or such other period of time as is necessary to avoid the Company’s incurring adverse accounting charges); or 

(d)      following the date, if any, upon which the Common Stock is a Listed Security, and if the Company
is at such time permitting “same day sale” cashless brokered exercises, delivery of a properly executed exercise notice together with irrevocable instructions to a broker participating in such cashless brokered exercise program to deliver
promptly to the Company the amount required to pay the exercise price (and applicable withholding taxes). 

5.      Termination of Relationship. Following the date of termination of Optionee’s
Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 5. To the extent that Optionee is not entitled to exercise this Option as of
the Termination Date, or if Optionee does not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, the Option shall terminate in its entirety. In no event, may any Option be exercised
after the Expiration Date of the Option as set forth in the Notice. 

(a)      Termination. In the event of termination of Optionee’s Continuous Service
Status other than as a result of Optionee’s disability or death or for Cause (as defined in the Plan), Optionee may, to the extent Optionee is vested in the Option Shares at the date of such termination (the “Termination
Date”), exercise this Option during the Termination Period set forth in the Notice. 

(b)      Other Terminations. In connection with any termination other than a termination
covered by Section 5(a), Optionee may exercise the Option only as described below: 

  (i)      Termination upon Disability of Optionee. In the event of termination of
Optionee’s Continuous Service Status as a result of Optionee’s disability, Optionee may, but only within six months from the Termination Date, exercise this Option to the extent Optionee was vested in the Option Shares as of such
Termination Date. 
   (ii)     Death of Optionee. In the event of the death
of Optionee (a) during the term of this Option and while an Employee or Consultant of the Company and having been in Continuous Service Status since the date of grant of the Option, or (b) within thirty (30) days after Optionee’s
Termination Date, the Option may be exercised at any time within twelve months following the date of death by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent
Optionee was vested in the Option as of the Termination Date. 
 6.      Non-Transferability
of Option. Except as otherwise set forth in the Notice, this Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or
her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee. 

  
 -3-









 7.      Tax Consequences. Below is a brief
summary as of the date of this Option of certain of the federal tax consequences of exercise of this Option and disposition of the Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 

(a)      Incentive Stock Option. 

 (i)      Tax Treatment upon Exercise and Sale of Shares. If this Option qualifies as
an Incentive Stock Option, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price will be treated as
an adjustment to the alternative minimum tax for federal tax purposes and may subject Optionee to the alternative minimum tax in the year of exercise. If Shares issued upon exercise of an Incentive Stock Option are held for at least one year after
exercise and are disposed of at least two years after the Option grant date, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares issued upon exercise of an
Incentive Stock Option are disposed of within such one-year period or within two years after the Option grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the
difference between the Exercise Price and the lesser of (i) the fair market value of the Shares on the date of exercise, or (ii) the sale price of the Shares. 
  (ii)     Notice of Disqualifying Dispositions. With respect to any Shares issued upon exercise of an Incentive Stock Option, if Optionee sells or otherwise
disposes of such Shares on or before the later of (i) the date two years after the Option grant date, or (ii) the date one year after the date of exercise, Optionee shall immediately notify the Company in writing of such disposition.
Optionee acknowledges and agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized by Optionee from the early disposition by payment in cash or out of the current earnings paid to Optionee.

 (b)      Nonstatutory Stock Option. If this Option does not qualify as an
Incentive Stock Option, there may be a regular federal (and state) income tax liability upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if
any, of the fair market value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. If Shares issued upon exercise of a Nonstatutory Stock Option are held for at least one year, any gain realized on disposition of the Shares will
be treated as long-term capital gain for federal income tax purposes. 
 8.      Lock-Up
Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to
sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of 

  
 -4-









 
the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such
period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the
time of the public offering. 
 9.        Effect of Agreement. Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be
bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Option. In the
event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. The Option, including the Plan, constitutes the entire agreement between
Optionee and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter. 

[Signature Page Follows] 

  
 -5-









 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one document. 
  

									
	 «Optionee_»
	 		 		 	 NeoPhotonics Corporation

				
	  
	 		 	 By:
	 	  

		 		 		 	 James D. Fay, Chief Financial Officer



									
	 Dated:    
	 	  
	 		 		 	


  
 -6-









 EXHIBIT A 
 NEOPHOTONICS CORPORATION 
 2004 STOCK OPTION PLAN 

[EARLY] EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE 

AGREEMENT 
 This Agreement (“Agreement”) is made as of             , by and between NeoPhotonics Corporation, a Delaware corporation
(the “Company”), and «Optionee_» (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the 2004 Stock Option
Plan. 
 1.      Exercise of Option. Subject to the terms and conditions hereof,
Purchaser hereby elects to exercise his or her [vested] option to purchase              shares of the Common Stock (the “Shares”) of the Company under and
pursuant to the Company’s 2004 Stock Option Plan (the “Plan”) and the Stock Option Agreement granted              (the “Option
Agreement”). [Of these Shares, Purchaser has elected to purchase                      of those Shares which have become vested as of
the date hereof under the Vesting Schedule set forth in the Notice of Stock Option Grant (the “Vested Shares”) and
                     Shares which have not yet vested under such Vesting Schedule (the “Unvested Shares”). The purchase price
for the Shares shall be $ per Share for a total purchase price of
$                                . The term “Shares” refers to
the purchased Shares and all securities received in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new,
substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.] 
 2.      [Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously
with the execution and delivery of this Agreement in accordance with the provisions of Section 3(b) of the Option Agreement. On such date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser
(which shall be issued in Purchaser’s name) against payment of the exercise price therefor by Purchaser by any method listed in Section 4 of the Option Agreement. 
 3.      Limitations on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or
dispose of any interest in the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below). After any Shares have been released from such Repurchase Option, Purchaser shall not assign, encumber or dispose of any
interest in such Shares except in compliance with the provisions below and applicable securities laws. 

(a)      Repurchase Option. 

  (i)      In the event of the voluntary or involuntary termination of Purchaser’s
employment or consulting relationship with the Company for any reason (including 







 
death or disability), with or without cause, the Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option (the
“Repurchase Option”) for a period of 90 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase Option at
the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). 
  (ii)     Unless the Company notifies Purchaser within 90 days from the date of termination of Purchaser’s employment or consulting relationship that it does not intend
to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the 90th day following such termination, provided that the Company may notify Purchaser
that it is exercising its Repurchase Option as of a date prior to such 90th day. Unless Purchaser is otherwise notified by the Company pursuant to the preceding sentence that the Company does not intend to exercise its Repurchase Option as to some
or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company’s intention to exercise its Repurchase Option with respect to all Shares to
which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check to Purchaser in the amount of the purchase
price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of
(A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. In the event of any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is
indebted to the Company, such indebtedness equal to the purchase price of the Shares being repurchased shall be deemed automatically canceled as of the 90th day following termination of Purchaser’s employment or consulting relationship unless
the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of the Shares being repurchased and shall have all rights
and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. 

 (iii)    One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option.
The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to
the nearest whole share. 
 (b)      Right of First Refusal. Before any Shares held
by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have
a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusal”). 

  
 -2-









 (i)        Notice of Proposed
Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each
proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder
shall offer the Shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii)       Exercise of Right of First Refusal. At any time within thirty (30) days
after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at
the purchase price determined in accordance with subsection (iii) below. 

(iii)      Purchase Price. The purchase price (“Purchase Price”) for the
Shares purchased by the Company or its assignee(s) under this Section 3(b) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by
the Board of Directors of the Company in good faith. 
 (iv)      Payment. Payment
of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within 30 days after receipt of the Notice
or in the manner and at the times set forth in the Notice. 
 (v)      Holder’s Right
to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(b), then the Holder may sell or otherwise
transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 60 days after the date of the Notice and provided further that any such sale or other
transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the
Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the
Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
 (vi)      Exception for Certain Family Transfers. Anything to the contrary contained in this Section 3(b) notwithstanding, the transfer of any or all of
the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this
Section 3(b). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so
transferred subject to the provisions of this Section, 

  
 -3-









 
and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3. 
 (c)    Involuntary Transfer. 

(i)        Company’s Right to Purchase upon Involuntary Transfer. In the
event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(b)(vi) above) of all or a
portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares
on the date of transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty
(30) days following receipt by the Company of written notice by the person acquiring the Shares. 

(ii)        Price for Involuntary Transfer. With respect to any stock to be
transferred pursuant to Section 3(c)(i), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the Company. The
Company shall notify Purchaser or his or her executor of the price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the
valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne
equally by the Company and the Purchaser. 
 (d)    Assignment. The right of the Company to
purchase any part of the Shares may be assigned in whole or in part to any shareholder or shareholders of the Company or other persons or organizations. 
 (e)    Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of
this Agreement, including, insofar as applicable, the Repurchase Option. In the event of any purchase by the Company hereunder where the Shares or interest are held by a transferee, the transferee shall be obligated, if requested by the Company, to
transfer the Shares or interest to the Purchaser for consideration equal to the amount to be paid by the Company hereunder. In the event the Repurchase Option is deemed exercised by the Company pursuant to Section 3(a)(ii) hereof, the Company
may deem any transferee to have transferred the Shares or interest to Purchaser prior to their purchase by the Company, and payment of the purchase price by the Company to such transferee shall be deemed to satisfy Purchaser’s obligation to pay
such transferee for such Shares or interest, and also to satisfy the Company’s obligation to pay Purchaser for such Shares or interest. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are satisfied.


  
 -4-









 (f)        Termination of Rights. The
right of first refusal granted the Company by Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock
of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon
termination of the right of first refusal described in Section 3(b) above, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) herein and
delivered to Purchaser. 
 4.      Escrow of Unvested Shares. For purposes of
facilitating the enforcement of the provisions of Section 3 above, Purchaser agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an Assignment
Separate from Certificate in the form attached to this Agreement as Attachment A executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary’s
designee, to hold such certificate(s) and Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby
acknowledges that the Secretary of the Company, or the Secretary’s designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an
interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature
purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to
appoint a successor to serve as escrow holder pursuant to the terms of this Agreement. 

5.      Investment and Taxation Representations. In connection with the purchase of the
Shares, Purchaser represents to the Company the following: 
 (a)        Purchaser is
aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for
investment for his or her own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not
have any present intention to transfer the Shares to any person or entity. 

(b)        Purchaser understands that the Shares have not been registered under the Securities
Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 

(c)        Purchaser further acknowledges and understands that the securities must be held
indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands 

  
 -5-









 
that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the
transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company. 
 (d)        Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited
public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser
understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of
securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e) below. 

(e)        Purchaser further understands that in the event all of the applicable requirements of
Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not
exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a
substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. 

(f)        Purchaser understands that Purchaser may suffer adverse tax consequences as a result
of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying
on the Company for any tax advice 
 6.      Restrictive Legends and
Stop-Transfer Orders. 
 (a)        Legends. The certificate or
certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws): 
  

	 	(i)	 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR 



  
 -6-










	 	 
DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT
OF 1933. 


  

	 	(ii)	THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH
IS ON FILE WITH THE SECRETARY OF THE COMPANY. 


(b)        Stop-Transfer Notices. Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to
the same effect in its own records. 
 (c)        Refusal to Transfer.
The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right
to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 

7.      No Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever
the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 

8.      Section 83(b) Election. Purchaser understands that Section 83(a) of the
Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the
Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, “restriction” means the right of the Company to buy back the Shares pursuant to the Repurchase Option set forth in
Section 3(a) of this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an
“83(b) Election”) of the Code with the Internal Revenue Service within 30 days from the date of purchase. Even if the Fair Market Value of the Shares at the time of the execution of this Agreement equals the amount paid for the
Shares, the election must be made to avoid income and alternative minimum tax treatment under Section 83(a) in the future. Purchaser understands that failure to file such an election in a timely manner may result in adverse tax consequences for
Purchaser. Purchaser further understands that an additional copy of such election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the
foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the 

  
 -7-









 
Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the
Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser’s death. 
 Purchaser agrees that he or she will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the
“Acknowledgment”) attached hereto as Attachment B. Purchaser further agrees that he or she will execute and submit with the Acknowledgment a copy of the 83(b) Election attached hereto as Attachment C (for tax
purposes in connection with the early exercise of an option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election. 
 9.      Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters
managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired
(other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be
requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering. 

10.     Miscellaneous. 

(a)        Governing Law. This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

(b)        Entire Agreement; Enforcement of Rights. This Agreement sets forth the
entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be
effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

(c)        Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall
be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(d)        Construction. This Agreement is the result of negotiations between and
has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, 

  
 -8-









 
this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto. 

(e)        Notices. Any notice required or permitted by this Agreement shall be in
writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such
party’s address as set forth below or as subsequently modified by written notice. 

(f)        Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 

(g)        Successors and Assigns. The rights and benefits of this Agreement shall
inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 

(h)        California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH
ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE
QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION
BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.] 
 [Signature Page Follows] 

  
 -9-









 The parties have executed this Early Exercise Notice and Restricted Stock Purchase Agreement
as of the date first set forth above. 
  

					
	 COMPANY:
	 	
		
	 NEOPHOTONICS CORPORATION
	 	
			
	 By:
	 	  
	 	



					
			
	 Name:
	 	  
	 	



					
			
	 Title:
	 	  
	 	



					
		
	 PURCHASER:
	 	
		
	 «Optionee  »
	 	
	  
	 	
	 (Signature)
	 	



					
			
	 Address:
	 	  
	 	
		 	  
	 	


 [I,
                                        ,
spouse of «Optionee  », have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be
bound irrevocably by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to
any amendment or exercise of any rights under the Agreement.] 
  

			
	  
	 	
	 Spouse of «Optionee  »
	 	



  
 -10-









 [ATTACHMENT A 
 ASSIGNMENT SEPARATE FROM CERTIFICATE 
 FOR VALUE RECEIVED and
pursuant to that certain Early Exercise Notice and Restricted Stock Purchase Agreement between the undersigned (“Purchaser”) and NeoPhotonics Corporation (the “Company”) dated
                    ,          (the “Agreement”), Purchaser hereby sells,
assigns and transfers unto the Company
                                        
(            ) shares of the Common Stock of the Company, standing in Purchaser’s name on the books of the Company and represented by Certificate No.
        , and does hereby irrevocably constitute and appoint
                                         
                                        to transfer
said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO. 

 

							
	 Dated:
	 	  
	 		 	
				
		 		 		 	 Signature:

				
		 		 		 	  

		 		 		 	 «Optionee  »

				
		 		 		 	  

		 		 		 	 Spouse of «Optionee  » (if applicable)


 Instruction: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its Repurchase Option set forth in the Agreement without
requiring additional signatures on the part of Purchaser.] 







 [ATTACHMENT B 

ACKNOWLEDGMENT AND STATEMENT OF DECISION 
 REGARDING SECTION 83(b) ELECTION 
 The undersigned (which term
includes the undersigned’s spouse), a purchaser of                      shares of Common Stock of NeoPhotonics Corporation, a Delaware
corporation (the “Company”) by exercise of an option (the “Option”) granted pursuant to the Company’s 2004 Stock Option Plan (the “Plan”), hereby states as follows: 

1.         The undersigned acknowledges receipt of a copy of the Plan relating to the
offering of such shares. The undersigned has carefully reviewed the Plan and the option agreement pursuant to which the Option was granted. 
 2.         The undersigned either [check and complete as applicable]: 
  

	 	(a)         	   has consulted, and has been fully advised by, the undersigned’s own tax advisor,
                                         
                                   , whose business address is
                                         
                           , regarding the federal, state and local tax consequences of purchasing shares under
the Plan, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and pursuant to the corresponding provisions, if any, of
applicable state law; or 

  

	 	(b)         	   has knowingly chosen not to consult such a tax advisor. 


3.         The undersigned hereby states that the undersigned has decided [check as
applicable]: 
  

	 	(a)         	   to make an election pursuant to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned’s
executed Early Exercise Notice and Restricted Stock Purchase Agreement, an executed form entitled “Election Under Section 83(b) of the Internal Revenue Code of 1986;” or 


 

	 	(b)         	   not to make an election pursuant to Section 83(b) of the Code. 








 4.      Neither the Company nor any subsidiary
or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the undersigned’s purchase of shares under the Plan or of the making or failure to make an election pursuant to
Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law. 
  

							
	
Date:                            
    
	 		 	  
	 	
		 		 	 «Optionee  »
	 	
				
	
Date:                            
    
	 		 	 ]
	 	
		 		 	 Spouse of «Optionee  »
	 	


  
 -2-









 [ATTACHMENT C 

ELECTION UNDER SECTION 83(b) 
 OF THE INTERNAL REVENUE CODE OF 1986 
 The undersigned taxpayer
hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in taxpayer’s gross income or alternative minimum taxable income, as applicable, for the current taxable year, the amount of any income that may be taxable
to taxpayer in connection with taxpayer’s receipt of the property described below: 
  

	1.	The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 


NAME OF TAXPAYER:   «Optionee_» 
 NAME OF
SPOUSE:                                   

ADDRESS: 

IDENTIFICATION NO. OF
TAXPAYER:                                   

IDENTIFICATION NO. OF SPOUSE:
                                   

TAXABLE
YEAR:                           
  


	2.	The property with respect to which the election is made is described as follows: 

                                 
shares of the Common Stock of NeoPhotonics Corporation, a Delaware corporation (the “Company”). 
  

	3.	The date on which the property was transferred is:
                                  


 

	4.	The property is subject to the following restrictions: 

 Repurchase option at cost in favor of the Company upon termination of taxpayer’s employment or consulting relationship. 

 

	5.	The Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such
property is: $                          


 

	6.	The amount (if any) paid for such property:
$                          

 The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The transferee
of such property is the person performing the services in connection with the transfer of said property. 
 The undersigned understands that
the foregoing election may not be revoked except with the consent of the Commissioner. 
  

					
	 Dated:                         

	 		 	  

		 		 	 «Optionee  »

			
	 Dated:                         

	 		 	  

		 		 	 Spouse of «Optionee  »]









 [RECEIPT AND CONSENT 

The undersigned hereby acknowledges receipt of a photocopy of Certificate No.
             for                  shares of Common Stock of NeoPhotonics Corporation (the
“Company”). 
 The undersigned further acknowledges that the Secretary of the Company, or his or her designee,
is acting as escrow holder pursuant to the Early Exercise Notice and Restricted Stock Purchase Agreement Purchaser has previously entered into with the Company. As escrow holder, the Secretary of the Company, or his or her designee, holds the
original of the aforementioned certificate issued in the undersigned’s name. 
  

							
	 Dated:                         

	 		 		 	
		 		 	
                             
                                        
]
	 	
		 		 	       «Optionee_»
	 	








 EXHIBIT B 
 NEOPHOTONICS CORPORATION 
 2004 STOCK OPTION PLAN 

[EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT 

This Agreement (“Agreement”) is made as of
                , by and between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and «Optionee_»
(“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the 2004 Stock Option Plan. 

1.      Exercise of Option.  Subject to the terms and conditions hereof, Purchaser
hereby elects to exercise his or her option to purchase              shares of the Common Stock (the “Shares”) of the Company under and pursuant to the
Company’s 2004 Stock Option Plan (the “Plan”) and the Stock Option Agreement granted                 , (the “Option
Agreement”).] The purchase price for the Shares shall be $             per Share for a total purchase price of
$                    . The term “Shares” refers to the purchased Shares and all securities received in replacement of the
Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which
Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 
 2.      Time
and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of
Section 3(b) of the Option Agreement. On such date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the exercise price
therefor by Purchaser by any method listed in Section 4 of the Option Agreement. 

3.      Limitations on Transfer.  In addition to any other limitation on transfer
created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws. 

(a)      Right of First Refusal.  Before any Shares held by Purchaser or any
transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first
refusal to purchase the Shares on the terms and conditions set forth in this Section 3(a) (the “Right of First Refusal”). 
  (i)      Notice of Proposed Transfer.  The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser 







 
or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each
proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

   (ii)      Exercise of Right of First Refusal.  At any time
within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of
the Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below. 

   (iii)     Purchase Price.  The purchase price (“Purchase
Price”) for the Shares purchased by the Company or its assignee(s) under this Section 3(a) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration
shall be determined by the Board of Directors of the Company in good faith. 

   (iv)     Payment.  Payment of the Purchase Price shall be made, at
the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set
forth in the Notice. 
    (v)       Holder’s Right to
Transfer.  If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(a), then the Holder may sell or
otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 60 days after the date of the Notice and provided further that any such sale or
other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If
the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to
the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 
    (vi)     Exception for Certain Family Transfers.  Anything to the contrary contained in this Section 3(a) notwithstanding, the
transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the
provisions of this Section 3(a). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold
the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3. 

  
 -3-









  (b)      Involuntary
Transfer. 
   (i)      Company’s Right to Purchase upon Involuntary
Transfer.  In the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in
Section 3(a)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement
or the fair market value of the Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the
Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares. 
   (ii)      Price for Involuntary Transfer.  With respect to any stock to be transferred pursuant to Section 3(b)(i), the price per
Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the Company. The Company shall notify Purchaser or his or her executor of the
price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as determined by the Board of Directors of the
Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne equally by the Company and the Purchaser. 

 (c)      Assignment.  The right of the Company to purchase any part of the
Shares may be assigned in whole or in part to any shareholder or shareholders of the Company or other persons or organizations. 
  (e)      Restrictions Binding on Transferees.  All transferees of Shares or any interest therein will receive and hold such Shares or interest
subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied. 
  (f)      Termination of Rights.  The right of first refusal granted the Company by Section 3(a) above and the option to repurchase the
Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared
effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 3(b) above, a new certificate or
certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 5(a)(ii) herein and delivered to Purchaser. 
 4.      Investment and Taxation Representations.  In connection with the purchase of the Shares, Purchaser represents to the Company the following:


  
 -4-









  (a)      Purchaser is aware of the Company’s
business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own
account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to
transfer the Shares to any person or entity. 
  (b)      Purchaser understands that the
Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 

 (c)      Purchaser further acknowledges and understands that the securities must be held
indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities.
Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the
Company. 
  (d)      Purchaser is familiar with the provisions of Rules 144 and 701,
each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a
non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which
rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for
certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the
restrictions set forth in paragraph (e) below. 
  (e)      Purchaser further
understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that,
notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and
otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in
such transactions do so at their own risk. 
  (f)      Purchaser understands that Purchaser
may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in


  
 -5-









 
connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 

5.        Restrictive Legends and Stop-Transfer Orders. 

 (a)        Legends. The certificate or certificates representing the Shares
shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws): 
  

	 	(i)	THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR
IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933. 

  

	 	(ii)	THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH
IS ON FILE WITH THE SECRETARY OF THE COMPANY. 


 (b)        Stop-Transfer Notices.  Purchaser agrees that, in order
to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 
  (c)        Refusal to
Transfer.  The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such
Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 
 6.        No Employment Rights.  Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a
parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 
 7.        Lock-Up Agreement.  In connection with the initial public offering of the Company’s securities and upon request of the
Company or the underwriters managing any 

  
 -6-









 
underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of
the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective
date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering. 

8.        Miscellaneous. 

 (a)      Governing Law. This Agreement and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

 (b)      Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

 (c)      Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

 (d)      Construction. This Agreement is the result of negotiations between and has
been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the
parties hereto. 
  (e)      Notices. Any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and
addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice. 
  (f)      Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument. 
  (g)      Successors and Assigns. The
rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. 

  
 -7-









 The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written
consent of the Company. 
  (h)      California Corporate Securities
Law.  THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 
 [Signature Page Follows]


  
 -8-









 The parties have executed this Exercise Notice and Restricted Stock Purchase Agreement as of
the date first set forth above. 
  

			
	 COMPANY:

	
	NEOPHOTONICS CORPORATION
		
	 By:
	 	
 




			
	 Name:
	 	
 




			
	 Title:
	 	
 




			
	
	 PURCHASER:

	
	 «Optionee_»

	  

	 (Signature)

		
	 Address:
	 	  

		 	  



 I,
                                         
       , spouse of «Optionee  », have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase the
Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such interest shall hereby by similarly bound by the Agreement. I hereby appoint my spouse as my
attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 
  

			
		 	  

		 	Spouse of «Optionee  »



  
 -9-









 RECEIPT 

The undersigned hereby acknowledges receipt of Certificate
No.              for                      shares of Common Stock of
NeoPhotonics Corporation. 
  

					
	 Dated:
                            
	 		 	
		 		 	  

		 		 	     «Optionee_»









 RECEIPT 

NeoPhotonics Corporation (the “Company”) hereby acknowledges receipt of a check in the amount of
$                 given by «Optionee_» as consideration for Certificate No.
             for                      shares of Common Stock of the
Company. 
  

					
	 Dated:
                            
	 		 	
		 	 NeoPhotonics Corporation

			
		 	 By:
	 	  



					
			
		 	 Name:
	 	  

		 		 	 (print)



					
			
		 	 Title:
	 	  









 NEOPHOTONICS CORPORATION 

2004 STOCK OPTION PLAN 
 NOTICE OF STOCK OPTION GRANT 
 FOR RESIDENTS OF

 THE PEOPLE’S REPUBLIC OF CHINA (“PRC”) 

«Optionee  » 
 You have been granted an option to purchase Common Stock of NeoPhotonics Corporation, a company incorporated in the state of Delaware in the United States of America (the “Company”) as
follows: 
  

					
		 	Board Approval Date:	  	«BoardApprovalDate_»«GrantDate_»

			
		 	Date of Grant:	  	«GrantDate_»
			
		 	Exercise Price per Share:	  	$«ExercisePrice_»
			
		 	Total Number of Shares Granted:	  	«NoofShares_»
			
		 	Total Exercise Price:	  	$«TotalExercisePrice_»
			
		 	Expiration Date:	  	«ExpireDate_»
			
		 	Vesting Commencement Date:	  	«VestingCommenceDate_»
			
		 	Vesting/Exercise Schedule:	  	So long as your Continuous Service Status with the Company (or any Parent, Subsidiary or Affiliate, as such terms are defined in the 2004 Stock Option Plan) continues, the Shares
underlying this Option shall vest in accordance with the following schedule: [25% of the Option Shares shall vest on the one-year anniversary of the Vesting Commencement Date, and the remaining Option Shares shall vest as to 1/48th of the total
number of Option Shares on each monthly anniversary of the Vesting Commencement Date thereafter, so long as the optionee remains an employee of or consultant to the Company. [This Option may be exercised, in whole or in part, at any time after
the six (6) month anniversary of the Grant Date.] «Vesting_Schedule» ]


  
 -2-










					
		 	Termination Period:	  	This Option may be exercised for 60 days after termination of Continuous Service Status except as set out in Section 4 of the Stock Option Agreement (but in no event
later than the Expiration Date); provided that following the date on which your Continuous Service Status terminates you shall only be permitted to exercise the Option as to vested Shares. Optionee is responsible for keeping track of these
exercise periods following termination for any reason of his or her service relationship with the Company. The Company will not provide further notice of such periods.
			
		 	Transferability:	  	This Option may not be transferred.

 By your
signature and the signature of the Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the NeoPhotonics Corporation 2004 Stock Option Plan and the Stock Option
Agreement, both of which are attached and made a part of this document. 
 You are representing that you are not a United States
taxpayer or otherwise subject to the federal or state tax laws of the United States of America. If you subsequently become subject to such tax laws, you agree to inform the Company immediately. Further, you represent that you are not a “U.S.
Person” as defined under U.S. federal securities laws at the time of grant of this Option. In connection with this representation, you are required to provide to the Company an executed copy of Exhibit A (“Investor
Certificate”) attached to the Stock Option Agreement. 
 In addition, you agree and acknowledge that your rights to any
Shares underlying the Option will be earned only as you provide services to the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company prior to your Vesting Commencement Date, and that
nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right
to terminate that relationship at any time, for any reason, with or without cause. 
  

									
		 		 	 NeoPhotonics Corporation
	 	
					
	  
	 		 	 By:
	 	  
	 	
	
«Optionee_»
	 		 		 	 James D. Fay, Chief Financial Officer
	 	


  
 -3-









 NEOPHOTONICS CORPORATION 

2004 STOCK OPTION PLAN 
 STOCK OPTION AGREEMENT 

1.        Grant of Option. 

(i)      NeoPhotonics Corporation, a company incorporated in the state of Delaware in the United States of
America (the “Company”), hereby grants to «Optionee_» (“Optionee”), an
option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in
the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the NeoPhotonics Corporation 2004 Stock Option Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement
by reference. 
 (ii)      Unless otherwise defined in this Agreement, the terms used in this
Agreement shall have the meanings defined in the Plan. Optionee is required as a condition to receipt of this Option to provide to the Company an executed copy of Exhibit A attached hereto (“Investor Certificate”).

 2.        Exercise of Option. This Option shall be exercisable during
its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows: 
 (a)      Right to Exercise. 

(i)      This Option may not be exercised for a fraction of a share. 

(ii)      In the event of Optionee’s death, disability or other termination of employment, the
exercisability of the Option is governed by Section 4 below, subject to the limitations contained in this Section 2. 

(iii)      In no event may this Option be exercised after the Expiration Date of the Option as set forth
in the Notice. 
 (b)      Method of Exercise. 

(i)      This Option shall be exercisable by execution and delivery of the Exercise Notice and Restricted
Stock Purchase Agreement attached hereto as Exhibit B, or any other 







 
form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being
exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee
and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed
to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price. 

(ii)      As a condition to the exercise of this Option and as further set forth in Section 12 of the
Plan, Optionee agrees to make adequate provision for PRC or US federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding or as otherwise
permitted by Applicable Laws. 
 (iii)      The Company is not obligated, and will have no
liability for failure, to issue or deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This
Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable PRC or U.S. federal or state securities or other law or
regulation. As a condition to the exercise of this Option, the Company may, on the advice of counsel, require Optionee to make representations and warranties to the Company as may be required by the Applicable Laws. Assuming compliance with
Applicable Laws, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares. 
 3.        Method of Payment.  Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the
election of Optionee and, where applicable, shall be payable in U.S. Dollars with Optionee’s own legally acquired foreign currency: 
 (a)      cash, check or wire transfer; 

(b)      cancellation of indebtedness; 

(c)      prior to the date, if any, upon which the Common Stock becomes a Listed Security, by surrender of
other shares of Common Stock of the Company that have an aggregate Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised. In the case of shares acquired directly or indirectly
from the Company, such shares must have been owned by Optionee for more than six (6) months on the date of surrender (or such other period of time as is necessary to avoid the Company’s incurring adverse accounting charges); or 

(d)      following the date, if any, upon which the Common Stock is a Listed Security, and if the Company
is at such time permitting “same day sale” cashless brokered exercises, delivery of a properly executed exercise notice together with irrevocable instructions to a broker participating in such cashless brokered exercise program to deliver
promptly to the Company the amount required to pay the exercise price (and applicable withholding taxes). 

4.        Termination of Relationship.  Following the date of termination
of Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 4. To the extent that Optionee is not entitled to exercise
this Option as of the Termination Date, or if Optionee does not exercise this Option within the 

  
 -2-









 
Termination Period set forth in the Notice or the termination periods set forth below, the Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration
Date of the Option as set forth in the Notice. 

(a)      Termination.  In the event of termination of Optionee’s Continuous
Service Status other than as a result of Optionee’s disability or death or for Cause (as defined in the Plan), Optionee may, to the extent Optionee is vested in the Option Shares at the date of such termination (the “Termination
Date”), exercise this Option during the Termination Period set forth in the Notice. 

(b)      Other Terminations.  In connection with any termination other than a
termination covered by Section 4(a), Optionee may exercise the Option only as described below: 

(i)      Termination upon Disability of Optionee.  In the event of termination of
Optionee’s Continuous Service Status as a result of Optionee’s disability, Optionee may, but only within six months from the Termination Date, exercise this Option to the extent Optionee was vested in the Option Shares as of such
Termination Date. 
 (ii)      Death of Optionee.  In the event of the
death of Optionee (a) during the term of this Option and while an Employee or Consultant of the Company and having been in Continuous Service Status since the date of grant of the Option, or (b) within thirty (30) days after
Optionee’s Termination Date, the Option may be exercised at any time within twelve months following the date of death by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to
the extent Optionee was vested in the Option as of the Termination Date. 

5.        Non-Transferability of Option.  Except as otherwise set forth
in the Notice, this Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon
the executors, administrators, heirs, successors and assigns of Optionee. 

6.        Tax Consequences.  THERE ARE POTENTIAL TAX CONSEQUENCES IN
EXERCISING THIS OPTION. OPTIONEE ACKNOWLEDGES THAT HE OR SHE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. THE COMPANY, PHOTON AND THE OPTIONEE SHALL COMPLY WITH APPLICABLE LAWS’ TAX REQUIREMENTS ARISING
FROM THIS OPTION FROM TIME TO TIME, INCLUDING ANY WITHHOLDING OBLIGATIONS. 

7.        Country of Residence Legal Requirements.  The Optionee hereby
represents and warrants that he or she is not a U.S. taxpayer or otherwise subject to the federal or state tax laws of the United States of America. If Optionee subsequently becomes subject to such tax laws, Optionee agrees to inform the Company
immediately. The Optionee hereby acknowledges and agrees that any exercise of this option or disposal of shares must comply with Applicable Laws. The Company will provide any reasonably necessary assistance in facilitating the Optionee to comply
with such laws. The Optionee further confirms that he is aware of the applicable PRC foreign exchange requirements and acknowledges that he will be solely responsible for complying with such PRC foreign exchange regulations, including but not
limited to the following: (a) obtaining oversea foreign investment foreign exchange registration; and (b) making such payment denominated in foreign currency using his own foreign currency acquired from a legal resource. 

8.        Lock-Up Agreement.  In connection with the initial public
offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of 

  
 -3-









 
the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (up to, but not exceeding, 180 days) from the effective
date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering. 

9.        Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan
and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as set forth
herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Option. In the event of a conflict between the terms and
provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. The Option, including the Plan, constitutes the entire agreement between Optionee and the Company on the subject
matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter. 
 [Signature Page Follows] 

  
 -4-









 This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one document. 
  

							
	 «Optionee_»
	 	 NeoPhotonics Corporation
	 		 	


											
					
	  
	 		 	By:	 	  
	 	
		 		 		 	 James D. Fay, Chief Financial Officer
	 	
	 Dated:
	 	  
	 		 		 		 	


  
 -5-









 Exhibit A 

Investor Certificate 
 (for purposes of compliance with Regulation S) 
 The undersigned makes this
certification in connection with the grant of an Option to purchase Shares of Common Stock of NeoPhotonics Corporation, a Delaware corporation, upon exercise of such Option issued pursuant to the NeoPhotonics Corporation 2004 Stock Option Plan, as
such may be amended from time to time. Capitalized terms used but not defined in this Certificate have the meanings ascribed to them in the Stock Option Agreement dated
                     to which this Certificate is attached. 
 The undersigned certifies and represents that, as of the date set forth below, he/she: 
 1.        is not a natural person resident in the United States, a partnership or corporation organized under the laws of the United States or otherwise a US person
(as defined in Rule 902(k) of Regulation S of the United States Securities Act of 1933, as amended (the “Securities Act”); a copy of such definition is attached hereto) or acting for the benefit or account of a US person);

 2.        understands that neither the Option granted nor the Shares have been
registered under the Securities Act; 
 3.        agrees (a) to resell the Option
or, following exercise of the Option, the Shares in a manner that would be subject to the securities laws of the United States (or any subdivision thereof) only in accordance with the provisions of Regulation S, pursuant to registration under the
Securities Act or pursuant to another available exemption from registration (the availability of such exemption being reflected by an opinion of counsel acceptable to the Company), and (b) not to engage in hedging transactions with regard to
such securities unless in compliance with the Securities Act (including Regulation S thereunder); and 

4.        understands that a legend will be placed on all certificates evidencing the Option and,
following exercise of the Option, the Shares reflecting the restrictions upon transfer set forth in paragraph (3) above. 
  

					
	 Dated:  
	 	  
	 	



			
		
	 Signature:  
	 	
 




			
		
	 Print Name:  
	 	  




  
 -6-









 Attachment to Investor Certificate 

As defined in Regulation 902(k) of Regulation S under the Securities Act of 1933, as amended, the term “U.S. Person”
means: 
 (A) any natural person resident in the United States; 

(B) any partnership or corporation organized or incorporated under the laws of the United States; 

(C) any estate of which any executor or administrator is a U.S. person; 

(D) any trust of which any trustee is a U.S. person; 

(E) any agency or branch of a foreign entity located in the United States; 

(F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary
for the benefit or account of a U.S. person; 
 (G) any discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and 
 (H) any partnership or corporation if: (1) organized or incorporated under the laws of any foreign jurisdiction; and (2) formed by a U.S. person principally for the purpose of investing in
securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of the 1933 Act) who are not natural persons, estates or trusts. 

The following are not U.S. Persons: 
 (A) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated,
or (if an individual) resident in the United States; 
 (B) any estate of which an professional fiduciary
acting as executor or administrator is a U.S. person if: (1) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and (2) the estate is
governed by foreign law; 
 (C) any trust of which any professional fiduciary acting as trustee is a U.S.
person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person; 

(D) an employee benefit plan established and administered in accordance with the law of a country other than the United
States and customary practices and documentation of such country; 
 (E) any agency or branch of a U.S. person
located outside the United States if (1) any agency or branch operates for valid business reasons; and (2) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking
regulation, respectively, in the jurisdiction where located; and 
 (F) the International Monetary Fund, the
International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar
international organizations, their agencies, affiliates and pension plans. 

  
 -7-









 Exhibit B 

NEOPHOTONICS CORPORATION 
 2004 STOCK OPTION PLAN 
 EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE
AGREEMENT 
 This Agreement (“Agreement”) is made as of
                , by and between NeoPhotonics Corporation, a corporation incorporated in the state of Delaware in the United States of America (the
“Company”), and «Optionee_» (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the 2004 Stock Option Plan.

 1.        Exercise of Option. 

Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her vested option to purchase «NoofShares_» shares of the Common Stock (the “Shares”) of the Company under and pursuant to the
Company’s 2004 Stock Option Plan (the “Plan”) and the Stock Option Agreement granted «GrantDate_» (the “Option Agreement”). The purchase price for the Shares shall be
$«NoofSharesExercisePrice_» per Share for a total purchase price of
$                        . The term “Shares” refers to the purchased Shares and all securities received
in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other
properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares. As a condition to exercise of the Option, Purchaser shall provide an executed copy of the investor certificate attached hereto as Exhibit A (the
“Investor Certificate”) to the Company. 
 2.        Time and
Place of Exercise.  The offer, purchase and sale of the Shares under this Agreement shall occur at the principal office in the PRC of the Company’s subsidiary NeoPhotonics (China) Co., Ltd. simultaneously with the execution
and delivery of this Agreement in accordance with the provisions of Section 2(b) of the Option Agreement. On such date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be
issued in Purchaser’s name) against payment of the exercise price therefore by Purchaser by any method listed in Section 3 of the Option Agreement. 
 3.        Limitations on Transfer.  In addition to any other limitation on transfer created by applicable securities laws (including any
limitations arising under the Investor Certificate), Purchaser shall not assign, encumber or dispose of any interest in the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below). After any Shares have been
released from such Repurchase Option, Purchaser shall not assign, encumber or dispose of any interest in such Shares except in compliance with the provisions below and applicable securities laws. 

(a)      Right of First Refusal.  Before any Shares held by Purchaser or any
transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first
refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusal”). 
 (i)      Notice of Proposed Transfer.  The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating:
(i) the Holder’s bona fide intention to sell or 







 
otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to
each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably
possible) to the Company or its assignee(s). 
 (ii)      Exercise of Right of First
Refusal.  At any time within twenty (20) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to
be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below. 
 (iii)      Purchase Price.  The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under
this Section 3(b) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith, with
the consent of the Purchaser. 
 (iv)      Payment.  Payment of the
Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within twenty (20) days after receipt of the
Notice or in the manner and at the times set forth in the Notice. 
 (v)      Holder’s
Right to Transfer.  If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(b), then the Holder may
sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 60 days after the date of the Notice and provided further that any such
sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed
Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice
shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 

(vi)      Exception for Certain Family Transfers.  Anything to the contrary
contained in this Section 3(b) notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of
Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(b). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case,
the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3.

 (c)      Involuntary Transfer. 

(i)      Company’s Right to Purchase upon Involuntary Transfer.  In the
event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth


  
 -2-









 
in Section 3(b)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the
purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer.
The right to purchase such Shares shall be provided to the Company for a period of twenty (20) days following receipt by the Company of written notice by the person acquiring the Shares. 

(ii)      Price for Involuntary Transfer.  With respect to any stock to be
transferred pursuant to Section 3(c)(i), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the Company. The
Company shall notify Purchaser or his or her executor of the price so determined within twenty (20) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the
valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne
equally by the Company and the Purchaser. 
 (d)      Assignment.  The
right of the Company to purchase any part of the Shares may be assigned in whole or in part to any shareholder or shareholders of the Company or other persons or organizations. 

(e)      Restrictions Binding on Transferees.  All transferees of Shares or any
interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement, including, insofar as applicable, the Repurchase Option. In the event of any purchase by the Company hereunder where the Shares or interest
are held by a transferee, the transferee shall be obligated, if requested by the Company, to transfer the Shares or interest to the Purchaser for consideration equal to the amount to be paid by the Company hereunder. In the event the Repurchase
Option is deemed exercised by the Company pursuant to Section 3(a)(ii) hereof, the Company may deem any transferee to have transferred the Shares or interest to Purchaser prior to their purchase by the Company, and payment of the purchase price
by the Company to such transferee shall be deemed to satisfy Purchaser’s obligation to pay such transferee for such Shares or interest, and also to satisfy the Company’s obligation to pay Purchaser for such Shares or interest. Any sale or
transfer of the Shares shall be void unless the provisions of this Agreement are satisfied. 

(f)      Termination of Rights.  The right of first refusal granted the Company by
Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant
to a registration statement filed with and declared effective by the Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first
refusal described in Section 3(b) above, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) herein and delivered to Purchaser.

 4.        Investment and Taxation Representations.  In
connection with the purchase of the Shares, Purchaser represents to the Company the following: 

(a)      Purchaser is aware of the Company’s business affairs and financial condition and has acquired
sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view to, or for resale in
connection with, any “distribution” thereof within the 

  
 -3-









 
meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity. 

(b)      Purchaser understands that the Shares have not been registered under the Securities Act by reason
of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 
 (c)      Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an
exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be
imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company. 

(d)      Purchaser is familiar with the provisions of Regulation S and Rules 144 and 701, each
promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public
offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require,
among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified
time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth
in paragraph (e) below. 
 (e)      Purchaser further understands that in the event all of
the applicable requirements of Regulation S or Rules 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the
fact that Regulation S and Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and
otherwise than pursuant to Regulation S or Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers
who participate in such transactions do so at their own risk. 
 (f)      Purchaser understands
that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase
or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 

(g)      Purchaser represents and warrants to the Company that (i) Purchaser is not a U.S. Person (as
defined in Regulation S under the U.S. Securities Act of 1933, as amended) and (ii) Purchaser has complied with and received any required approval under Applicable Laws before exercising the Option. 

(h)      Purchaser has read, understands and has executed the Investor Certificate. 

  
 -4-









 5.        Restrictive Legends and
Stop-Transfer Orders. 
 (a)      Legends.  The certificate or
certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws): 
 (i)      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED UNLESS DONE IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, EFFECTED PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR UNDER ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT (AS TO WHICH AVAILABILITY THE COMPANY MAY REQUIRE THE SELLER/TRANSFEROR TO PROVIDE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).

 (ii)      THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE
WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 (b)      Stop-Transfer Notices.  Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 

(c)      Refusal to Transfer.  The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or
other transferee to whom such Shares shall have been so transferred. 

6.        No Employment Rights.  Nothing in this Agreement shall affect
in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 

7.        Lock-Up Agreement.  In connection with the initial public
offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such
period of time (up to, but not exceeding, 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the public offering. 

  
 -5-









 8.        Miscellaneous. 

(a)      Governing Law.  This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, U.S.A., without giving effect to principles of conflicts of law. 

(b)      Entire Agreement; Enforcement of Rights.  This Agreement sets forth the
entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be
effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

(c)      Severability.  If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(d)      Construction.  This Agreement is the result of negotiations between and
has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of
the parties hereto. 
 (e)      Notices.  Any notice required or permitted
by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or seventy-two (72) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid,
and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice. 
 (f)      Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument. 
 (g)      Successors and
Assigns.  The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned
with the prior written consent of the Company. 
 [Signature Page Follows] 

  
 -6-









 The parties have executed this Exercise Notice and Restricted Stock Purchase
Agreement as of the date first set forth above. 
  

			
	COMPANY:
	
	NEOPHOTONICS CORPORATION
		
	 By:
	 	  

		
		 	 James D. Fay, Chief Financial Officer




			
	
	PURCHASER:
	
	 «OPTIONEE_»

	
	  

	 (Signature)

		
	 Address:
	 	  

		 	  



 I,                                 ,
spouse of «Optionee_», have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably
by the Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or
exercise of any rights under the Agreement. 
  

	
	  

	 Spouse of «Optionee_»




  
 -7-









 Exhibit A 

Investor Certificate 
 (for purposes of compliance with Regulation S) 
 The undersigned makes this
certification in connection with the purchase of Shares of Common Stock of NeoPhotonics Corporation, a Delaware corporation, upon exercise of an Option to purchase such Shares issued pursuant to the NeoPhotonics Corporation 2004 Stock Option Plan,
as such may be amended from time to time. Capitalized terms used but not defined in this Certificate have the meanings ascribed to them in the Exercise Notice and Stock Purchase Agreement dated
                 to which this Certificate is attached. 
 The undersigned certifies and represents that, as of the date set forth below, he/she: 
 1.        is not a natural person resident in the United States, a partnership or corporation organized under the laws of the United States or otherwise a US person
(as defined in Rule 902(k) of Regulation S of the United States Securities Act of 1933, as amended (the “Securities Act”); a copy of such definition is attached hereto) or acting for the benefit or account of a US person);

 2.        understands that the Shares have not been registered under the Securities
Act; 
 3.        agrees (a) to resell the Shares in a manner that would be subject
to the securities laws of the United States (or any subdivision thereof) only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to another available exemption from registration (the
availability of such exemption being reflected by an opinion of counsel acceptable to the Company), and (b) not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act (including Regulation
S thereunder); and 
 4.        understands that a legend will be placed on all
certificates evidencing the Shares reflecting the restrictions upon transfer set forth in paragraph (3) above. 
  

					
	 Dated:
	 	  
	 	



			
		
	 Signature:
	 	
 





			
		
	 Print Name:
	 	  




  
 -8-









 Attachment to Investor Certificate 

As defined in Regulation 902(k) of Regulation S under the Securities Act of 1933, as amended, the term “U.S. Person”
means: 
 (A) any natural person resident in the United States; 

(B) any partnership or corporation organized or incorporated under the laws of the United States; 

(C) any estate of which any executor or administrator is a U.S. person; 

(D) any trust of which any trustee is a U.S. person; 

(E) any agency or branch of a foreign entity located in the United States; 

(F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary
for the benefit or account of a U.S. person; 
 (G) any discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and 
 (H) any partnership or corporation if: (1) organized or incorporated under the laws of any foreign jurisdiction; and (2) formed by a U.S. person principally for the purpose of investing in
securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of the 1933 Act) who are not natural persons, estates or trusts. 

The following are not U.S. Persons: 
 (A) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated,
or (if an individual) resident in the United States; 
 (B) any estate of which an professional fiduciary
acting as executor or administrator is a U.S. person if: (1) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and (2) the estate is
governed by foreign law; 
 (C) any trust of which any professional fiduciary acting as trustee is a U.S.
person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person; 

(D) an employee benefit plan established and administered in accordance with the law of a country other than the United
States and customary practices and documentation of such country; 
 (E) any agency or branch of a U.S. person
located outside the United States if (1) any agency or branch operates for valid business reasons; and (2) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking
regulation, respectively, in the jurisdiction where located; and 
 (F) the International Monetary Fund, the
International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar
international organizations, their agencies, affiliates and pension plans. 

  
 -9-









 RECEIPT AND CONSENT 

The undersigned hereby acknowledges receipt of Certificate No.
             for                  shares of Common Stock of NeoPhotonics Corporation (the
“Company”). 
  

					
	 Dated:
                            
	 		 	
			
		 	  
	 	
		 	 «Optionee_»