Form of Stock Option Agreement under the 2007 Equity Incentive Plan



 Exhibit 10.1 

INFINERA CORPORATION 

2007 EQUITY INCENTIVE PLAN 

NOTICE OF GRANT OF STOCK OPTION 

Unless otherwise defined herein, the terms defined in the 2007 Equity Incentive Plan (the “Plan”) will have the same defined
meanings in this Notice of Grant of Stock Option (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A (together, the “Agreement”). 

 

					
	Participant:	  	  
	  	

 Participant has been granted an Option to purchase Common Stock of the Company, subject to the
terms and conditions of the Plan and this Agreement, as follows: 
  

					
	Grant Number	  	  
	  	
			
	Date of Grant	  	  
	  	
			
	Vesting Commencement Date	  	  
	  	
			
	Number of Shares Granted	  	  
	  	
			
	Exercise Price per Share	  	  
	  	
			
	Total Exercise Price	  	  
	  	
			
	Type of Option	  	  
	  	
			
	Term/Expiration Date	  	  
	  	

 Vesting Schedule: 

Subject to accelerated vesting as set forth below, if any, or in the Plan, this Option will be exercisable, in whole or in part, in
accordance with the following schedule: 
  

							
	SHARES	  	VEST TYPE	  	VEST DATE	  	EXPIRATION
				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  

				
	  
	  	  
	  	  
	  	  


  


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 Termination Period: 

This Option will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is
due to Participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing, in no event may this Option be exercised after
the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 13(c) of the Plan. 

Participant and the Company agree that this Option 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 accepting this Agreement and fully understands all provisions of the Plan and Agreement. Participant
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement. Participant further agrees to notify the Company upon any change in their residence
address. 
 Participant acknowledges and agrees that by clicking the “ACCEPT” button on the E*TRADE on-line grant
agreement response page, it will act as Participant’s electronic signature to this Agreement and will result in a contract between Participant and the Company with respect to this Option. 

 

	
	INFINERA CORPORATION


  

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 EXHIBIT A 

TERMS AND CONDITIONS OF STOCK OPTION GRANT 

1. Grant. The Company hereby grants to the Participant named in the Notice of Grant (the “Participant”) an option (the
“Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to all of the terms and conditions in this
Agreement and the Plan, which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and
conditions of the Plan will prevail. 
 If designated in the Notice of Grant as an Incentive Stock Option (“ISO”),
this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it
will be treated as a Nonstatutory Stock Option (“NSO”). 
 2. Vesting Schedule. Except as provided in Sections
3 and 4, the Option awarded by this Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant
in accordance with any of the provisions of this Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. 

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

4. Acceleration Relating to Death or Disability. Without limiting the terms of Section 3, if a Participant acquires a
Disability or ceases to be a Service Provider by reason of the Participant’s death (except resulting from suicide), then all of the Shares subject to this Option that remain unvested as of the date Participant acquired the Disability or
Participant’s date of termination shall fully vest and become exercisable as of such date and shall remain exercisable for the period of time set forth in the Notice of Grant. 

5. Exercise of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this Agreement. This Option will be exercisable in a manner and pursuant to such procedures as the Administrator may determine, which procedure will require Participant to state that
he/she is electing to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and will require Participant to make such other representations and agreements as may be required
by the Company pursuant to the provisions of the Plan. This Option will be deemed to be exercised upon completion of the exercise procedure to the Company’s satisfaction. 

6. Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the
election of Participant: 
 (a) cash; 

(b) check; 

(c) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

 (d) surrender of other Shares which (i) if acquired either directly or indirectly from the Company, have been owned by
Participant for at least the period required to avoid a charge to the Company’s reported earnings, (ii) shall be valued at their Fair Market Value on the date of exercise, and (iii) must be owned free and clear of any liens, claims,
encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse accounting consequences to the Company. 

 

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 7. Tax Obligations. 

(a) Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be
issued to Participant nor will Participant otherwise be recorded as the legal or beneficial owner of the Shares on the records of the transfer agent or registrar or otherwise, 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 shall 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 of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares. 

(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant
sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Grant Date, or (ii) the date one (1) year after the date of exercise, Participant will
immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income or other tax withholding by the Company on the compensation income recognized by Participant. 

(c) Code Section 409A. Under Code Section 409A, an option that vests after December 31, 2004 that was granted with
a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “Discount Option”) may be considered “deferred
compensation.” A Discount Option may result in (i) income recognition by Participant prior to the exercise of the option, (ii) an additional twenty percent (20%) tax, and (iii) potential penalty and interest charges.
Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the Date of Grant in a later examination.
Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant will be solely responsible for Participant’s costs
related to such a determination. 
 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 SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
  

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 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 Infinera Corporation, 169 Java Drive, Sunnyvale, CA 94089, or at such other address as the Company may hereafter designate in writing. 

11. Grant is Not Transferable. 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 Participant only by Participant. 
 12. 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. 

13. 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. 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. Assuming such compliance, for income tax purposes the
Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares. 

14. 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. 

15. 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 Shares subject to the Option 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. 
 16.
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future Options 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. 
 17. Captions. Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this Agreement. 
 18. 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. 
 19. 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. 
  

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 20. Amendment, Suspension or Termination of the Plan. By accepting this Award,
Participant expressly warrants that he or she has received an Option 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. 
 21. Governing Law. This Agreement shall 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 Option or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of
California, and agree that such litigation shall be conducted in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Option
is made and/or to be performed. 
  

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