0000950123-09-041294 Sample Contracts

SEPARATION AND RELEASE AGREEMENT BETWEEN BOOKHAM, INC., AVANEX CORPORATION AND GIOVANNI BARBAROSSA
Separation and Release Agreement • September 4th, 2009 • Oclaro, Inc. • Semiconductors & related devices • California

This Separation and Release Agreement (this “Agreement”) is entered into as of this day of , 2009, by and between Bookham Incorporated, a Delaware corporation (“Parent”), Avanex Corporation, a Delaware corporation (the “Company) and Giovanni Barbarossa (“Executive”).

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FORM OF STOCK OPTION AGREEMENT BETWEEN AVANEX AND CERTAIN OF ITS EMPLOYEES
Stock Option Agreement • September 4th, 2009 • Oclaro, Inc. • Semiconductors & related devices • California

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

FORM OF RESTRICTED STOCK UNIT AGREEMENT BETWEEN AVANEX AND CERTAIN OF ITS EXECUTIVE OFFICERS
Restricted Stock Unit Agreement • September 4th, 2009 • Oclaro, Inc. • Semiconductors & related devices • California

Avanex Corporation (the “Company”) hereby grants you, [___] (the “Grantee”), the number of Restricted Stock Units indicated below under the Company’s 1998 Stock Plan (the “Plan”). The date of this Agreement is [___] (the “Grant Date”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this grant are as follows:

FORM OF STOCK OPTION AGREEMENT BETWEEN AVANEX AND CERTAIN OF ITS DIRECTORS
Stock Option Agreement • September 4th, 2009 • Oclaro, Inc. • Semiconductors & related devices • California

Avanex Corporation, (the Company), has granted to [___] (the Optionee), an option to purchase a total of [___] shares of the Company’s Common Stock (the Optioned Stock), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company’s 1999 Director Option Plan (the Plan) adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

FORM OF RESTRICTED STOCK UNIT AGREEMENT BETWEEN AVANEX AND CERTAIN OF ITS EMPLOYEES
Restricted Stock Unit Agreement • September 4th, 2009 • Oclaro, Inc. • Semiconductors & related devices • California

Avanex Corporation (the “Company”) hereby grants you, [___] (the “Grantee”), the number of Restricted Stock Units indicated below under the Company’s 1998 Stock Plan (the “Plan”). The date of this Agreement is [___] (the “Grant Date”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this grant are as follows:

CONSULTING AGREEMENT BETWEEN BOOKHAM, INC., AVANEX CORPORATION AND GIOVANNI BARBAROSSA
Consulting Agreement • September 4th, 2009 • Oclaro, Inc. • Semiconductors & related devices • California

This Consulting Agreement (the “Agreement”), is entered into as of the 27th day of January, 2009, by and between Bookham Incorporated, a Delaware corporation (“Parent”), Avanex Corporation, a Delaware corporation (the “Company), and Giovanni Barbarossa (“Consultant”).

FORM OF STOCK OPTION AGREEMENT BETWEEN AVANEX AND CERTAIN OF ITS EXECUTIVE OFFICERS
Stock Option Agreement • September 4th, 2009 • Oclaro, Inc. • Semiconductors & related devices • California

Unless otherwise defined herein, the terms defined in the 1998 Stock Plan, as amended (the “Plan”) shall have the same defined meanings in this Option Agreement.

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