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 January 14, 2000
("Agreement 1") and August 1, 2001 ("Agreement 2") by and between Oplink
Communications, Inc. (the "Company") and Xxxxxx X. Xxx (the "Optionee") whereby
the Optionee was granted an option to purchase 5,600,000 shares of the Company's
common stock pursuant to Agreement 1 ("Option 1") and 1,500,000 shares of the
Company's common stock pursuant to Agreement 2 ("Option 2") (collectively
referred to as 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 certain acceleration of 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:
5. Effective as of November 7, 2001, Option 1 shall vest in full and become
fully exercisable.
6. As of November 7, 2001, all then unvested shares under Option 2 shall be
cancelled.
7. Except as amended by this Amendment, the Agreement 1 and Agreement 2 shall
remain in full force and effect.
8. 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. Xxxxxx X. Xxx
_____________________________ _____________________________
