Oplink Communications, Inc. Amendment to Executive Corporate Event Agreement
Exhibit 10.31
Oplink Communications, Inc.
Amendment to
Executive Corporate Event Agreement
Executive Corporate Event Agreement
This Amendment (the “Amendment”) to that certain Executive Corporate Event Agreement
dated as of February 24, 2003 (the “Agreement”), by and between Oplink Communications, Inc., a
Delaware corporation (the “Company”), and River Gong (Xiaojiang) (“Executive”), is made as of
August 14, 2003. Capitalized terms not otherwise defined herein shall have the meanings ascribed to
them in the Agreement.
Recital
Whereas, the Company and Executive previously entered into that certain Executive
Change of Control Agreement dated as of February 24, 2003;
Whereas, the Company’s Board of Directors has determined that it would be in the best
interests of the Company and its stockholders to amend the Agreement in order to extend the
post-termination exercise period with respect to certain Options in the event of termination of
Executive’s employment in connection with a Corporate Event as detailed below; and
Whereas, the Company and Executive now desire to amend the Agreement in accordance
with the terms and conditions herein.
Agreement
Now, Therefore, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree to amend the Agreement as follows:
1. Section 1(b) of the Agreement is hereby amended and restated in its entirety as set forth
below:
(b) the post-termination exercise period with respect to:
(1) the Options identified on Exhibit A shall continue to be exercisable until
the earlier of: (i) the date twenty-four (24) months after the Event/Termination
Date, (ii) the maximum term for each Option in effect on the date such Option was
granted, or (iii) the effective date of the Corporate Event if the Corporate Event
is a Non-Assumption Event (as defined in Section 2); and
(2) the Options not otherwise identified on Exhibit A shall continue to be
exercisable until the earlier of: (i) the date twelve (12) months after the
Event/Termination Date, (ii) the maximum term for each Option in effect on the date
such Option was granted, or (iii) the effective date of the Corporate Event if the
Corporate Event is a Non-Assumption Event.
2. General Provisions.
(a) Continuing Effect of Agreement; No Waiver. All other provisions of the Agreement,
including without limitation the last sentence of Section 1 of the Agreement, shall remain in full
force and effect and unmodified by this Amendment. The parties hereto hereby acknowledge that,
except to the extent any provisions of the Agreement are expressly amended by this Amendment,
nothing in this Amendment shall be construed as a waiver on behalf of the Company or Executive of
any other right or obligation set forth in the Agreement.
(b) Counterparts. This Amendment may be executed in several counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute one agreement.
(c) Governing Law. This Amendment shall be construed in accordance with, and governed in all
respects by, the internal laws of the State of California (without giving effect to principles of
conflicts of laws).
2
In Witness Whereof, the parties hereto have executed this Amendment as of
the date set forth in the first paragraph hereof.
| EXECUTIVE: | OPLINK COMMUNICATIONS, INC.: | |||
/s/ River Gong
|
Signature: | /s/ Xxxxxx Xxx | ||
River Gong (Xiaojiang)
|
Print Name: | Xxxxxx Xxx | ||
| Title: | President and CEO | |||
[Amendment Signature Page]
EXHIBIT A
Options with 24 month post-termination exercise period
| Grant Date | Grant ID | Plan | Shares | Exercise Price | ||||||||||||
4/5/01 |
00000060 | 2000 | 78 | $ | 2.625 | |||||||||||
4/5/01 |
20000300 | 2000 | 124,922 | $ | 2.625 | |||||||||||
