EX-10.1






Exhibit 10.1




OPLINK COMMUNICATIONS, INC.

2000 EQUITY INCENTIVE PLAN

NOTICE OF GRANT OF RESTRICTED STOCK UNITS




Unless otherwise defined herein, the terms defined in the Oplink Communications, Inc. 2000
Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of
Restricted Stock Units (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit
Grant, attached hereto as Exhibit A (together, the “Agreement”).




Participant:




Address:



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



Grant Number



Date of Grant



Vesting Commencement Date



Number of Restricted Stock Units



Vesting Schedule:



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



[Fifty percent (50%) of the Restricted Stock Units will vest on the second (2nd)
anniversary of the date of grant, twenty-five percent (25%) of the Restricted Stock Units will vest
on the third (3rd) anniversary of the date of grant, and the remaining twenty-five
percent (25%) of the Restricted Stock Units will vest on the fourth (4th) anniversary of
the date of grant, in each case so long as the Participant’s Continuous Service with the Company
has not terminated prior to such vesting date.]



In the event Participant’s Continuous Service terminates before Participant vests in the
Restricted Stock Unit, the Restricted Stock Unit and Participant’s right to acquire any shares
hereunder will immediately terminate.



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



	 	 	 	 	 
	PARTICIPANT

	 	 	 	OPLINK COMMUNICATIONS, INC.
	 

	 	 	 	 
	Signature

	 	By
	 	

	 

	 	 	 	 
	Print Name

Address:

	 	

	 	Title



	 

	 	

	 	







1




EXHIBIT A

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT




1. Grant. The Company hereby grants to the Participant named in the Notice of Grant
(“Participant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and
conditions in this Agreement and the Plan, which is incorporated herein by reference. This grant
is made pursuant to the stock bonus provisions of Section 8(a) of the Plan. Subject to Section
13(d) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the
terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.



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



3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the
Restricted Stock Units awarded by this Agreement will vest in accordance with the vesting
provisions set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain
date or upon the occurrence of a certain condition will not vest in Participant in accordance with
any of the provisions of this Agreement, unless Participant’s Continuous Service with the Company
has not terminated prior to the date such vesting occurs.



4. Administrator Discretion. The Compensation Committee of the Company’s Board of
Directors, as administrator of the Plan (the “Administrator”), in its discretion, may accelerate
the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock
Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock
Units will be considered as having vested as of the date specified by the Administrator.



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



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



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



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



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



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



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



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



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



16. Additional Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration or qualification of the shares upon
any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of
shares to Participant (or his or her estate), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been effected or obtained free
of any conditions not acceptable to the Company. Where the Company determines that the delivery of
the payment of any shares will violate federal securities laws or other applicable laws, the
Company will defer delivery until the earliest date at which the Company reasonably anticipates
that the delivery of shares will no longer cause such violation. The Company will make all
reasonable efforts to meet the requirements of any such state or federal law or securities exchange
and to obtain any such consent or approval of any such governmental authority.



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



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



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



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



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



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



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



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




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