Exhibit 10.42
Amendment to Stock Option Agreements
This Amendment to Stock Option Agreements is entered into as of _________ __,
2001, and amends certain Stock Option Agreements dated as of May 10, 2000 and
April 4, 2001 (the "Original Agreements") by and between Oplink Communications,
Inc. (the "Company") and Xxx Xxxxx (the "Optionee") whereby the Optionee was
granted an option to purchase an aggregate of 425,000 shares of the Company's
common stock (the "Options").
Whereas, the Board of Directors of the Company has determined that it would be
in the best interests of the Company and its stockholders to modify the terms of
the Options to provide for acceleration of the vesting and make certain other
changes described herein.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by the parties, the parties hereby agree as
follows:
1. Effective as of November 7, 2001, the Options granted to Optionee pursuant
to the Original Agreements shall vest in full and become fully exercisable.
2. Notwithstanding anything contrary in Section 9(b) of the Company's 1998
Stock Option Plan or Section 6(h) of the Company's 2000 Equity Incentive
Plan, the Optionee may exercise the Options until November 7, 2006. If
Optionee does not exercise his Options before November 7, 2006, the Options
shall terminate.
3. Except as amended by this Amendment, the Original Agreements shall remain
in full force and effect.
4. This Amendment shall be governed by and construed in accordance with the
laws of the State of California without giving effect to the conflicts of
law principles thereof.
In Witness Whereof, the parties hereto have executed this Amendment as of the
date first above written.
Oplink Communications, Inc. Xxx Xxxxx
___________________________ ___________________________
