EXHIBIT 4.11
OPTICAL NETWORKS, INCORPORATED
REDEMPTION AND REPURCHASE AGREEMENT
This Redemption and Repurchase Agreement (the "Agreement") is made effective as
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of December 22, 1999, between Optical Networks, Incorporated, a California
corporation (the "Company"), with its principal office at 166-B Baypointe
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Xxxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000 and Xxxxxxxx Communications, Inc., a
Delaware corporation ("Xxxxxxxx"), with its principal office at One Xxxxxxxx
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Xxxxxx, Xxxxx, Xxxxxxxx 00000.
Redemption Right: Immediately following execution of this Agreement, the
parties will enter into good faith negotiations to
establish a mutually agreeable test plan ("Test Plan")
for Company products ("Products") to be purchased under
the terms and conditions set forth in a definitive
Purchase and License Agreement to be negotiated and
executed by the Company and Xxxxxxxx subsequent to the
date of this Agreement (the "Purchase Agreement"). The
Test Plan will include at a minimum the following
terms: (i) technical test criteria, (ii) notice of
failures, (iii) period for correction and retesting. In
the event that the Products fail to meet the
requirements of the Test Plan, Company shall, upon
written demand from Xxxxxxxx, redeem all or part of
Xxxxxxxx' shares of Series G Preferred Stock of the
Company (the "Xxxxxxxx Shares") for $17.00 per share
plus accrued but unpaid dividends.
Repurchase Right: If, despite the Company's performance of all of its
material obligations in accordance with the terms and
conditions set forth in the Purchase Agreement,
Xxxxxxxx fails to purchase or commit to purchase the
pursuant to a non-cancelable purchase order or orders
of at least an aggregate of $30 million of the
Company's products and services (whether under the
Purchase Agreement or not) by June 30, 2001, the
Company shall have a right to repurchase the Xxxxxxxx
Shares for $12.635 per share accrued but unpaid
dividends upon written demand.
No Fault Divorce: If for any reason Xxxxxxxx and the Company fail to
execute the Purchase Agreement within 60 days after the
date of this Agreement, the Company shall have a right
to repurchase, and Xxxxxxxx shall have a right to
redeem, all or part of the Xxxxxxxx Shares for $12.635
per share plus accrued but unpaid dividends upon
written demand.
Preferential Pricing: Xxxxxxxx shall receive preferential pricing for the
Company's products and services, such pricing or a
mechanism for establishing such pricing to be set forth
in the Purchase Agreement. For purposes of this
Agreement, "preferential pricing" means pricing no less
favorable than the prices offered to any other customer
purchasing similar products and volumes under
equivalent terms.
Advisory Board In the event that Company establishes a Technical
Representation: Advisory Board, Xxxxxxxx shall be entitled to appoint
one member to the board subject to the approval of the
Company.
Additional Terms: Effectiveness of this Agreement is subject to
compliance with applicable laws, including but not
limited to, any required Company Board of Directors or
Shareholder approvals. This Agreement will be
interpreted and governed by California law, excluding
choice of law rules.
OPTICAL NETWORKS, INCORPORATED XXXXXXXX COMMUNICATIONS, INC.
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/
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Name: Xxxxxxxx X. Xxxxxx
Title: Chief Financial Officer Name:___________________________________
Title:__________________________________
Date:___________________________________
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