Common use of Involuntary Termination Following a Change in Control Clause in Contracts

Involuntary Termination Following a Change in Control. If Executive is subject to an Involuntary Termination that occurs within twelve months following a Change in Control and Executive satisfies the conditions described in Section 2(b) below, then: (i) the Company shall continue to pay such Executive’s Base Salary for a period of six months following such Executive’s Separation, generally in accordance with the Company’s standard payroll procedures; (ii) the Company shall pay the Executive a lump-sum cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRA, the Company shall pay the same portion of the monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (a) the last day of the period ending on the date that is 6 months following such Executive’s Separation, (b) the expiration of Executive’s continuation coverage under COBRA or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead will pay Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage; and (iv) Executive shall vest in all of Executive’s remaining unvested equity awards.

Involuntary Termination Following a Change in Control. If Executive is subject to an the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control Control, and Executive satisfies provided the conditions described in Section 2(bEmployee provides a valid and effective Release of Claims not later than sixty (60) belowdays after such termination, thenthe Company will pay the Employee the following severance benefits: (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of (A) twelve (12) months of the Employee’s Base Salary Compensation and (B) 100% of the Employee’s target Bonus for a period the year of six months following termination, with such Executive’s Separation, generally in accordance with amount payable within ten (10) business days after the Company’s standard payroll procedureseffective date of the Release of Claims; (ii) provided the Company shall pay the Executive Employee makes a lumptimely and accurate election for continued health insurance coverage (including medical, dental, vision and prescription) under COBRA (or Cal-sum cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number COBRA or any other applicable state law of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRAsimilar effect), the Company shall will pay the same portion of premiums for such continued coverage for the monthly premium under COBRA as it pays for active employees Employee and their his eligible dependents until the earliest of (ai) the last day close of the twelve (12) month period ending on the date that is 6 months following such Executive’s Separationtermination of employment, (b) the expiration of Executive’s continuation coverage under COBRA or (cii) the date when Executive becomes the Employee commences new employment following his termination date, or (iii) such earlier date as the Employee (or his dependents, as applicable) cease to be eligible for substantially equivalent health insurance such continuation coverage in connection with new employment. Notwithstanding (such period, the foregoing, “CIC COBRA Period”); provided further that if at any time during the CIC COBRA Period the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage benefits without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead will pay Executive to the Employee a taxable monthly cash payment for the remainder of the CIC COBRA Period in an amount equal to the monthly COBRA premium that Executive the Employee would be required to pay to continue the Employee’s group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation his termination (which amount shall be based on the premium for the first month of COBRA coverage) (each payment, a “Special Severance Payment”), which payments shall will be made regardless of whether Executive the Employee elects COBRA continuation coveragecoverage and will be subject to applicable tax withholdings; provided that no Special Severance Payment will be made prior to the sixtieth (60th) day following the termination date, and on such date the Company will pay in a lump sum the aggregate amount of payments that the Company would have paid prior to that date had payments not been delayed during the consideration period for the Release of Claims, with the balance of the payments made thereafter on the original schedule; and (iviii) Executive the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall vest automatically be accelerated (and, in all the case of Executiveoptions, such options shall become exercisable), as of the effective date of Employee’s remaining unvested equity awardsInvoluntary Termination, as to the number of shares that would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if Employee had maintained his employment or consulting relationship with the Company for eighteen (18) months following the effective date of the Involuntary Termination.

Involuntary Termination Following a Change in Control. If Executive is subject to an the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control Control, and Executive satisfies provided the conditions described in Section 2(bEmployee provides a valid and effective Release of Claims not later than sixty (60) belowdays after such termination, thenthe Company will pay the Employee the following severance benefits: (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of (A) twenty-four (24) months of the Employee’s Base Salary Compensation and (B) 200% of the Employee’s target Bonus for a period the year of six months following termination, with such Executive’s Separation, generally in accordance with amount payable within ten (10) business days after the Company’s standard payroll procedureseffective date of the Release of Claims; (ii) provided the Company shall pay the Executive Employee makes a lumptimely and accurate election for continued health insurance coverage (including medical, dental, vision and prescription) under COBRA (or Cal-sum cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number COBRA or any other applicable state law of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRAsimilar effect), the Company shall will pay the same portion of premiums for such continued coverage for the monthly premium under COBRA as it pays for active employees Employee and their his eligible dependents until the earliest of (ai) the last day close of the twenty-four (24) month period ending on the date that is 6 months following such Executive’s Separationtermination of employment, (b) the expiration of Executive’s continuation coverage under COBRA or (cii) the date when Executive becomes the Employee commences new employment following his termination date, or (iii) such earlier date as the Employee (or his dependents, as applicable) cease to be eligible for substantially equivalent health insurance such continuation coverage in connection with new employment. Notwithstanding (such period, the foregoing, “CIC COBRA Period”); provided that if at any time during the CIC COBRA Period the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage benefits without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead will pay Executive to the Employee a taxable monthly cash payment for the remainder of the CIC COBRA Period in an amount equal to the monthly COBRA premium that Executive the Employee would be required to pay to continue the Employee’s group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation his termination (which amount shall be based on the premium for the first month of COBRA coverage) (each payment, a “Special Severance Payment”), which payments shall will be made regardless of whether Executive the Employee elects COBRA continuation coveragecoverage and will be subject to applicable tax withholdings; andprovided that no Special Severance Payment will be made prior to the sixtieth (60th) day following the termination date, and on such date the Company will pay in a lump sum the aggregate amount of payments that the Company would have paid prior to that date had payments not been delayed during the consideration period for the Release of Claims, with the balance of the payments made thereafter on the original schedule; and NeoPhotonics Corporation Confidential Information (iviii) Executive the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall vest automatically be accelerated (and, in the case of options, such options shall become exercisable), as of the effective date of Employee’s Involuntary Termination, as to the number of shares that would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if Employee had maintained his employment or consulting relationship with the Company for the first thirty-six (36) months following the effective date of the Involuntary Termination. Notwithstanding anything in this Agreement to the contrary, if the Employee’s employment terminates as a result of Involuntary Termination prior to the closing of a Change in Control, and the Employee reasonably demonstrates to the satisfaction of the Company’s Board of Directors that such termination was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, then for all purposes of Executive’s remaining unvested equity awardsthis Agreement, such Involuntary Termination shall be deemed to have occurred pursuant to this Section 3(b) and the Employee will be eligible for severance as provided in this Section 3(b) (and not under Section 3(a)).”

Involuntary Termination Following a Change in Control. If Executive is subject to the Employee’s employment terminates as a result of an Involuntary Termination that occurs on or within twelve (12) months following a Change in Control Control, and Executive satisfies provided the conditions described Employee has satisfied the Release requirement provided in Section 2(b) below4, then: then subject to the payment timing rules in Section 11(h), the Company will provide the Employee the following severance benefits: (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of: (1) 100% of the Employee’s Base Salary for a period Compensation, (2) 100% of six months following such Executivethe Employee’s Separationannual Target Bonus, generally in accordance with and (3) $72,000 (which the Company’s standard payroll procedures; Employee may, but is not required to, use to obtain continued health insurance coverage); and (ii) the Company vesting of each of the Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans that provide for time-based vesting, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall pay automatically be accelerated (and, in the Executive a lump-sum cash amount equal case of options, such options shall become exercisable), as of the effective date of the Change in Control, as to Executivethe number of shares that would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if the Employee had maintained the Employee’s annual target bonus established by employment or consulting relationship with the Company for the fiscal year first twenty four (24) months following the effective date of the Change in which Executive’s Separation occursControl. For the avoidance of doubt, prorated this Section 3(a)(ii) will not be deemed to waive the satisfaction of any performance-based condition contained in any then-outstanding compensatory equity awards, and the treatment of any performance-based condition in connection with a Change in Control will be subject to the terms and conditions of such equity award approved at the time of grant. Any severance payments and benefits under Section 3(b) will be paid on the number later of (x) ten (10) business days that Executive was employed by after the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRA, the Company shall pay the same portion effective date of the monthly premium under COBRA as it pays for active employees Release and their eligible dependents until the earliest of (a) the last day of the period ending on the date that is 6 months following such Executive’s Separation, (b) the expiration of Executive’s continuation coverage under COBRA or (cy) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead will pay Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of ExecutiveEmployee’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage; and (iv) Executive shall vest in all of Executive’s remaining unvested equity awardsInvoluntary Termination.

Involuntary Termination Following a Change in Control. If Executive is subject to the Employee’s employment terminates as a result of an Involuntary Termination that occurs on or within twelve (12) months following a Change in Control Control, and Executive satisfies provided the conditions described Employee has satisfied the Release requirement provided in Section 2(b) below4, thenthen subject to the payment timing rules in Section 11(h), the Company will provide the Employee the following severance benefits: (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of: (1) 100% of the Employee’s Base Salary for a period Compensation, (2) 100% of six months following such Executivethe Employee’s Separationannual Target Bonus, generally in accordance with and (3) $72,000 (which the Company’s standard payroll procedures;Employee may, but is not required to, use to obtain continued health insurance coverage); and (ii) the Company vesting of each of the Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans that provide for time-based vesting, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall pay automatically be accelerated (and, in the Executive a lump-sum cash amount equal case of options, such options shall become exercisable), as of the effective date of the Change in Control, as to Executivethe number of shares that would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if the Employee had maintained the Employee’s annual target bonus established by employment or consulting relationship with the Company for the fiscal year first twenty-four (24) months following the effective date of the Change in which Executive’s Separation occursControl. For the avoidance of doubt, prorated based this Section 3(a)(ii) will not be deemed to waive the satisfaction of any performance‑based condition contained in any then‑outstanding compensatory equity awards, and the treatment of any performance‑based condition in connection with a Change in Control will be subject to the terms and conditions of such equity award approved at the time of grant. Any severance payments and benefits under Section 3(b) will be paid on the number later of (x) ten (10) business days that Executive was employed by after the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRA, the Company shall pay the same portion effective date of the monthly premium under COBRA as it pays for active employees Release and their eligible dependents until the earliest of (a) the last day of the period ending on the date that is 6 months following such Executive’s Separation, (b) the expiration of Executive’s continuation coverage under COBRA or (cy) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act)Employee’s Involuntary Termination.” NeoPhotonics Corporation Confidential Information 2. Except as expressly set forth herein, the Company instead will pay Executive a taxable monthly payment Retention Agreement shall remain in an amount equal to the monthly COBRA premium that Executive would full force and effect and shall not be required to pay to continue the group health coverage modified or altered in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents any other way pursuant to this Amendment. 3. This Amendment 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. The validity, interpretation, construction and performance of this Amendment shall be governed by the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as laws of the day State of Executive’s Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage; and (iv) Executive shall vest in all of Executive’s remaining unvested equity awardsCalifornia.

Involuntary Termination Following a Change in Control. If Executive is subject to an the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control of Control, and Executive satisfies provided the conditions described in Section 2(bEmployee provides a valid and effective Release of Claims not later than sixty (60) belowdays after such termination, thenthe Company will pay the Employee the following severance benefits: (i) the Company shall will continue to pay such Executive’s Base Salary for a period of six months following such Executive’s Separationpay, generally in accordance with on the Company’s standard normal payroll proceduresschedule, the Employee as severance his Base Compensation from the date of termination until the earlier of (A) the date that is twelve (12) months after the date of termination and (B) the date Employee commences new employment following his termination date; provided, however, that no such severance amounts will be paid prior to the sixtieth (60) day following the termination date, and on such date, the Company will pay in a lump sum the amounts of severance that would have been paid prior to that date had payments not been delayed during the consideration period for the Release of Claims, with the balance of the payments made thereafter on the original schedule; (ii) the Company shall pay the Executive provided Employee makes a lump-sum cash amount equal to Executive’s annual target bonus established by the Company timely and accurate election for the fiscal year in which Executive’s Separation occurscontinued health insurance coverage (including medical, prorated based on the number dental, vision and prescription) under COBRA (or any state law of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRAsimilar effect), the Company shall will pay the same portion of premiums for such continued coverage for the monthly premium under COBRA as it pays for active employees Employee and their his eligible dependents for until the earliest of (ai) the last day first six (6) months of the period ending on the date that is 6 months following such Executive’s Separationcoverage, (b) the expiration of Executive’s continuation coverage under COBRA or (cii) the date when Executive becomes Employee commences new employment following his termination date, or (iii) such earlier date as Employee (or his dependents, as applicable) cease to be eligible for substantially equivalent health insurance such continuation coverage in connection with new employment. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company NeoPhotonics Corporation Confidential Information (iii) a lump sum severance payment equal to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 100% of the Public Health Service Act)Employee’s target Bonus for the year of termination, with such amount payable on the Company instead will pay Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on 60th day after the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coveragetermination; and (iv) Executive the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall vest automatically be accelerated in all accordance with the provisions of Executivethe applicable equity incentive plan pursuant to which each such award was granted (for example, the Company’s remaining unvested equity awards2004 Stock Option Plan currently provides for twelve (12) months of accelerated vesting in the event of certain involuntary terminations in connection with certain material corporate transactions).

Involuntary Termination Following a Change in Control. If Executive is subject to an the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control of Control, and Executive satisfies provided the conditions described in Section 2(bEmployee provides a valid and effective Release of Claims not later than sixty (60) belowdays after such termination, thenthe Company will pay the Employee the following severance benefits: (i) the Company shall will continue to pay such Executive’s Base Salary for a period of six months following such Executive’s Separationpay, generally in accordance with on the Company’s standard normal payroll proceduresschedule, the Employee as severance his Base Compensation from the date of termination until the earlier of (A) the date that is twelve (12) months after the date of termination and (B) the date Employee commences new employment following his termination date; provided, however, that no such severance amounts will be paid prior to the sixtieth (60) day following the termination date, and on such date, the Company will pay in a lump sum the amounts of severance that would have been paid prior to that date had payments not been delayed during the consideration period for the Release of Claims, with the balance of the payments made thereafter on the original schedule; (ii) the Company shall pay the Executive provided Employee makes a lump-sum cash amount equal to Executive’s annual target bonus established by the Company timely and accurate election for the fiscal year in which Executive’s Separation occurscontinued health insurance coverage (including medical, prorated based on the number dental, vision and prescription) under COBRA (or any state law of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRAsimilar effect), the Company shall will pay the same portion of premiums for such continued coverage for the monthly premium under COBRA as it pays for active employees Employee and their his eligible dependents for until the earliest of (ai) the last day first six (6) months of the period ending on the date that is 6 months following such Executive’s Separationcoverage, (b) the expiration of Executive’s continuation coverage under COBRA or (cii) the date when Executive becomes Employee commences new employment following his termination date, or (iii) such earlier date as Employee (or his dependents, as applicable) cease to be eligible for substantially equivalent health insurance coverage in connection with new employment. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company such continuation coverage (iii) a lump sum severance payment equal to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 100% of the Public Health Service Act)Employee’s target Bonus for the year of termination, with such amount payable on the Company instead will pay Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on 60th day after the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coveragetermination; and (iv) Executive the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall vest automatically be accelerated in all accordance with the provisions of Executivethe applicable equity incentive plan pursuant to which each such award was granted (for example, the Company’s remaining unvested equity awards2004 Stock Option Plan currently provides for twelve (12) months of accelerated vesting in the event of certain involuntary terminations in connection with certain material corporate transactions).

Involuntary Termination Following a Change in Control. If Executive is subject to an the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control Control, and Executive satisfies provided the conditions described in Section 2(bEmployee provides a valid and effective Release of Claims not later than sixty (60) belowdays after such termination, then:the Company will pay the Employee the following severance benefits: NeoPhotonics Corporation Confidential Information (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of (A) twenty-four (24) months of the Employee’s Base Salary Compensation and (B) 200% of the Employee’s target Bonus for a period the year of six months following termination, with such Executive’s Separation, generally in accordance with amount payable within ten (10) business days after the Company’s standard payroll procedures;effective date of the Release of Claims; and (ii) provided the Company shall pay the Executive Employee makes a lumptimely and accurate election for continued health insurance coverage (including medical, dental, vision and prescription) under COBRA (or Cal-sum cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number COBRA or any other applicable state law of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRAsimilar effect), the Company shall will pay the same portion of premiums for such continued coverage for the monthly premium under COBRA as it pays for active employees Employee and their his eligible dependents until the earliest of (ai) the last day close of the twenty-four (24) month period ending on the date that is 6 months following such Executive’s Separationtermination of employment, (b) the expiration of Executive’s continuation coverage under COBRA or (cii) the date when Executive becomes the Employee commences new employment following his termination date, or (iii) such earlier date as the Employee (or his dependents, as applicable) cease to be eligible for substantially equivalent health insurance such continuation coverage in connection with new employment(such period, the “CIC COBRA Period”). Notwithstanding the foregoing, if at any time during the CIC COBRA Period the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage benefits without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead will pay Executive to the Employee a taxable monthly cash payment for the remainder of the CIC COBRA Period in an amount equal to the monthly COBRA premium that Executive the Employee would be required to pay to continue the Employee’s group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation his termination (which amount shall be based on the premium for the first month of COBRA coverage) (each payment, a “Special Severance Payment”), which payments shall will be made regardless of whether Executive the Employee elects COBRA continuation coveragecoverage and will be subject to applicable tax withholdings; and provided that no Special Severance Payment will be made prior to the sixtieth (iv60th) Executive day following the termination date, and on such date the Company will pay in a lump sum the aggregate amount of payments that the Company would have paid prior to that date had payments not been delayed during the consideration period for the Release of Claims, with the balance of the payments made thereafter on the original schedule. Notwithstanding anything in this Agreement to the contrary, if the Employee’s employment terminates as a result of Involuntary Termination prior to the closing of a Change in Control, and the Employee reasonably demonstrates to the satisfaction of the Company’s Board of Directors that such termination was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, then for all purposes of this Agreement, such Involuntary Termination shall vest be deemed to have occurred pursuant to this Section 3(b) and the Employee will be eligible for severance as provided in all of Executive’s remaining unvested equity awardsthis Section 3(b) (and not under Section 3(a)).” NeoPhotonics Corporation Confidential Information

Involuntary Termination Following a Change in Control. If Executive is subject to the Employee’s employment terminates as a result of an Involuntary Termination that occurs on or within twelve (12) months following a Change in Control Control, and Executive satisfies provided the conditions described Employee has satisfied the Release requirement provided in Section 2(b) below4, thenthen subject to the payment timing rules in Section 11(h), the Company will provide the Employee the following severance benefits: (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of: (1) 100% of the Employee’s Base Salary for a period Compensation, (2) 100% of six months following such Executivethe Employee’s Separationannual Target Bonus, generally in accordance with and (3) $72,000 (which the Company’s standard payroll procedures;Employee may, but is not required to, use to obtain continued health insurance coverage); and (ii) the Company vesting of each of the Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans that provide for time-based vesting, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall pay automatically be accelerated (and, in the Executive a lump-sum cash amount equal case of options, such options shall become exercisable), as of the effective date of the Change in Control, as to Executivethe number of shares that would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if the Employee had maintained the Employee’s annual target bonus established by employment or consulting relationship with the Company for the fiscal year first eighteen (18) months following the effective date of the Change in which Executive’s Separation occursControl. For the avoidance of doubt, prorated based this Section 3(a)(ii) will not be deemed to waive the satisfaction of any performance‑based condition contained in any then‑outstanding compensatory equity awards, and the treatment of any performance‑based condition in connection with a Change in Control will be subject to the terms and conditions of such equity award approved at the time of grant. Any severance payments and benefits under Section 3(b) will be paid on the number later of (x) ten (10) business days that Executive was employed by after the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRA, the Company shall pay the same portion effective date of the monthly premium under COBRA as it pays for active employees Release and their eligible dependents until the earliest of (a) the last day of the period ending on the date that is 6 months following such Executive’s Separation, (b) the expiration of Executive’s continuation coverage under COBRA or (cy) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead will pay Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of ExecutiveEmployee’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage; and (iv) Executive shall vest in all of Executive’s remaining unvested equity awardsInvoluntary Termination.

Involuntary Termination Following a Change in Control. If Executive is subject to an the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control of Control, and Executive satisfies provided the conditions described in Section 2(bEmployee provides a valid and effective Release of Claims not later than sixty (60) belowdays after such termination, thenthe Company will pay the Employee the following severance benefits: (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of (A) twelve (12) months of the Employee’s Base Salary Compensation and (B) 100% of the Employee’s target Bonus for a period the year of six months following termination, with such Executive’s Separation, generally in accordance with amount payable within ten (10) business days after the Company’s standard payroll procedureseffective date of the Release of Claims; (ii) the Company shall pay the Executive provided Employee makes a lump-sum cash amount equal to Executive’s annual target bonus established by the Company timely and accurate election for the fiscal year in which Executive’s Separation occurscontinued health insurance coverage (including medical, prorated based on the number dental, vision and prescription) under COBRA (or any state law of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRAsimilar effect), the Company shall will pay the same portion of premiums for such continued coverage for the monthly premium under COBRA as it pays for active employees Employee and their his eligible dependents for until the earliest of (ai) the last day first twelve (12) months of the period ending on the date that is 6 months following such Executive’s Separationcoverage, (b) the expiration of Executive’s continuation coverage under COBRA or (cii) the date when Executive becomes Employee commences new employment following his termination date, or (iii) such earlier date as Employee (or his dependents, as applicable) cease to be eligible for substantially equivalent health insurance coverage such continuation coverage; and NeoPhotonics Corporation Confidential Information (iii) the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall automatically be accelerated (and, in connection the case of options, such options shall become exercisable), as of the effective date of Employee’s Involuntary Termination, as to the number of shares that would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if Employee had maintained his employment or consulting relationship with new employmentthe Company for the first twenty-four (24) months following the effective date of the Involuntary Termination. Notwithstanding anything in this Agreement to the foregoingcontrary, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense Employee’s employment terminates as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead will pay Executive a taxable monthly payment in an amount equal Involuntary Termination prior to the monthly COBRA premium that Executive would be required closing of a Change in Control, and the Employee reasonably demonstrates to pay to continue the group health coverage in effect on the date satisfaction of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans Board of Directors that such termination was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in which Executive or Executive’s eligible dependents participated as Control, then for all purposes of the day of Executive’s Separation (which amount this Agreement, such Involuntary Termination shall be based on deemed to have occurred pursuant to this Section 3(b) and the premium Employee will be eligible for the first month of COBRA coverageseverance as provided in this Section 3(b) (and not under Section 3(a), which payments shall be made regardless of whether Executive elects COBRA continuation coverage; and (iv) Executive shall vest in all of Executive’s remaining unvested equity awards).

Involuntary Termination Following a Change in Control. If Executive is subject to an the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control of Control, and Executive satisfies provided the conditions described in Section 2(bEmployee provides a valid and effective Release of Claims not later than thirty (30) belowdays after such termination, thenthe Company will pay the Employee the following severance benefits: (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of (A) twenty-four (24) months of the Employee’s Base Salary Compensation and (B) 200% of the Employee’s target Bonus for a period the year of six months following termination, with such Executive’s Separation, generally in accordance with amount payable within ten (10) business days after the Company’s standard payroll proceduresdate of effectiveness of the Release of Claims; (ii) the Company shall pay the Executive a lump-sum monthly cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRA, the Company shall pay the same portion of the monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (a) the last day of the period ending on the date that is 6 months following such Executive’s Separation, (b) the expiration of Executive’s continuation coverage under COBRA or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead will pay Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive the Employee would be required to pay to continue the Employee’s group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to his termination, payable until the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as earlier of (i) the close of the day twenty-four (24) month period following the effective date of Executive’s Separation the Involuntary Termination, and (which amount shall be based on ii) the premium for date the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverageEmployee commences new employment following his termination date; and (iviii) Executive the vesting of each of the Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall vest automatically be accelerated (and, in all the case of Executiveoptions, such options shall become exercisable), as of the effective date of the Employee’s remaining unvested equity awardsNeoPhotonics Corporation Confidential Information Involuntary Termination, as to the number of shares that would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if the Employee had maintained his employment or consulting relationship with the Company for twenty-four (24) months following the effective date of the Involuntary Termination.

Involuntary Termination Following a Change in Control. If Executive is subject to an Involuntary Termination that occurs within twelve months following a Change in Control and Executive satisfies the conditions described in Section 2(b) below, then: (i) the Company shall continue to pay such Executive’s Base Salary for a period of six twelve months following such Executive’s Separation, generally in accordance with the Company’s standard payroll procedures; (ii) the Company shall pay the Executive a lump-sum cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRA, the Company shall pay the same portion of the monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (a) the last day of the period ending on the date that is 6 12 months following such Executive’s Separation, (b) the expiration of Executive’s continuation coverage under COBRA or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead will pay Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage; and (iv) Executive shall vest in all of Executive’s remaining unvested equity awards.

Involuntary Termination Following a Change in Control. If Executive is subject to an the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control of Control, and Executive satisfies provided the conditions described in Section 2(bEmployee provides a valid and effective Release of Claims not later than sixty (60) belowdays after such termination, thenthe Company will pay the Employee the following severance benefits: (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of (A) twelve (12) months of the Employee’s Base Salary Compensation and (B) 100% of the Employee’s target Bonus for a period the year of six months following termination, with such Executive’s Separation, generally in accordance with amount payable within ten (10) business days after the Company’s standard payroll procedures;effective date of the Release of Claims; and (ii) the Company shall pay the Executive provided Employee makes a lump-sum cash amount equal to Executive’s annual target bonus established by the Company timely and accurate election for the fiscal year in which Executive’s Separation occurscontinued health insurance coverage (including medical, prorated based on the number dental, vision and prescription) under COBRA (or any state law of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRAsimilar effect), the Company shall will pay the same portion of premiums for such continued coverage for the monthly premium under COBRA as it pays for active employees Employee and their his eligible dependents for until the earliest of (ai) the last day first twelve (12) months of the period ending on the date that is 6 months following such Executive’s Separationcoverage, (b) the expiration of Executive’s continuation coverage under COBRA or (cii) the date when Executive becomes Employee commences new employment following his termination date, or (iii) such earlier date as Employee (or his dependents, as applicable) cease to be eligible for substantially equivalent health insurance coverage in connection with new employmentsuch continuation coverage. Notwithstanding anything in this Agreement to the foregoingcontrary, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense Employee’s employment terminates as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead will pay Executive a taxable monthly payment in an amount equal Involuntary Termination prior to the monthly COBRA premium that Executive would be required closing of a Change in Control, and the Employee reasonably demonstrates to pay to continue the group health coverage in effect on the date satisfaction of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans Board of Directors NeoPhotonics Corporation Confidential Information that such termination was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in which Executive or Executive’s eligible dependents participated as Control, then for all purposes of the day of Executive’s Separation (which amount this Agreement, such Involuntary Termination shall be based on deemed to have occurred pursuant to this Section 3(b) and the premium Employee will be eligible for the first month of COBRA coverageseverance as provided in this Section 3(b) (and not under Section 3(a), which payments shall be made regardless of whether Executive elects COBRA continuation coverage; and (iv) Executive shall vest in all of Executive’s remaining unvested equity awards).

Involuntary Termination Following a Change in Control. If Executive is subject to an the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control Control, and Executive satisfies provided the conditions described in Section 2(bEmployee provides a valid and effective Release of Claims not later than sixty (60) belowdays after such termination, then:the Company will pay the Employee the following severance benefits: NeoPhotonics Corporation Confidential Information (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of (A) twenty-four (24) months of the Employee’s Base Salary Compensation and (B) 200% of the Employee’s target Bonus for a period the year of six months following termination, with such Executive’s Separation, generally in accordance with amount payable within ten (10) business days after the Company’s standard payroll procedureseffective date of the Release of Claims; (ii) provided the Company shall pay the Executive Employee makes a lumptimely and accurate election for continued health insurance coverage (including medical, dental, vision and prescription) under COBRA (or Cal-sum cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number COBRA or any other applicable state law of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRAsimilar effect), the Company shall will pay the same portion of premiums for such continued coverage for the monthly premium under COBRA as it pays for active employees Employee and their his eligible dependents until the earliest of (ai) the last day close of the twenty-four (24) month period ending on the date that is 6 months following such Executive’s Separationtermination of employment, (b) the expiration of Executive’s continuation coverage under COBRA or (cii) the date when Executive becomes the Employee commences new employment following his termination date, or (iii) such earlier date as the Employee (or his dependents, as applicable) cease to be eligible for substantially equivalent health insurance such continuation coverage in connection with new employment. Notwithstanding (such period, the foregoing, “CIC COBRA Period”); provided further that if at any time during the CIC COBRA Period the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage benefits without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead will pay Executive to the Employee a taxable monthly cash payment for the remainder of the CIC COBRA Period in an amount equal to the monthly COBRA premium that Executive the Employee would be required to pay to continue the Employee’s group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation his termination (which amount shall be based on the premium for the first month of COBRA coverage) (each payment, a “Special Severance Payment”), which payments shall will be made regardless of whether Executive the Employee elects COBRA continuation coveragecoverage and will be subject to applicable tax withholdings; provided that no Special Severance Payment will be made prior to the sixtieth (60th) day following the termination date, and on such date the Company will pay in a lump sum the aggregate amount of payments that the Company would have paid prior to that date had payments not been delayed during the consideration period for the Release of Claims, with the balance of the payments made thereafter on the original schedule; and (iviii) Executive the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares NeoPhotonics Corporation Confidential Information received under such awards, shall vest automatically be accelerated (and, in all the case of Executiveoptions, such options shall become exercisable), as of the effective date of Employee’s remaining unvested equity awardsInvoluntary Termination, as to the number of shares that would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if Employee had maintained his employment or consulting relationship with the Company for eighteen (18) months following the effective date of the Involuntary Termination).”

Involuntary Termination Following a Change in Control. If Executive is subject to an the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control Control, and Executive satisfies provided the conditions described in Section 2(bEmployee provides a valid and effective Release of Claims not later than sixty (60) belowdays after such termination, thenthe Company will pay the Employee the following severance benefits: (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of (A) twelve (12) months of the Employee’s Base Salary Compensation and (B) 100% of the Employee’s target Bonus for a period the year of six months following termination, with such Executive’s Separation, generally in accordance with amount payable within ten (10) business days after the Company’s standard payroll procedureseffective date of the Release of Claims; (ii) provided the Company shall pay the Executive Employee makes a lumptimely and accurate election for continued health insurance coverage (including medical, dental, vision and prescription) under COBRA (or Cal-sum cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number COBRA or any other applicable state law of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRAsimilar effect), the Company shall will pay the same portion of premiums for such continued coverage for the monthly premium under COBRA as it pays for active employees Employee and their his eligible dependents until the earliest of (ai) the last day close of the twelve (12) month period ending on the date that is 6 months following such Executive’s Separationtermination of employment, (b) the expiration of Executive’s continuation coverage under COBRA or (cii) the date when Executive becomes the Employee commences new employment following his termination date, or (iii) such earlier date as the Employee (or his dependents, as applicable) cease to be eligible for substantially equivalent health insurance such continuation coverage in connection with new employment. Notwithstanding (such period, the foregoing, “CIC COBRA Period”); provided further that if at any time during the CIC COBRA Period the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage benefits without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead will pay Executive to the Employee a taxable monthly cash payment for the remainder of the CIC COBRA Period in an amount equal to the monthly COBRA premium that Executive the Employee would be required to pay to continue the Employee’s group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation his termination (which amount shall be based on the premium for the first month of COBRA coverage) (each payment, a “Special Severance Payment”), which payments shall will be made regardless of whether Executive the Employee elects COBRA continuation coveragecoverage and will be subject to applicable tax withholdings; provided that no Special Severance Payment will be made prior to the sixtieth (60th) day following the termination date, and on such date the Company will pay in a lump sum the aggregate amount of payments that the Company would have paid prior to that date had payments not been delayed during the consideration period for the Release of Claims, with the balance of the payments made thereafter on the original schedule; and (iviii) Executive the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall vest automatically be accelerated (and, in all the case of Executiveoptions, such options shall become exercisable), as of the effective date of Employee’s remaining unvested equity awardsInvoluntary Termination, as to the number of shares that would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if Employee had maintained his employment or consulting relationship with the Company for eighteen (18) months following the effective date of the Involuntary Termination).