0000950137-05-014705 Sample Contracts

STRATOS INTERNATIONAL INC. RESTRICTED STOCK AWARD AGREEMENT (DIRECTOR AWARD)
Restricted Stock Award Agreement • December 8th, 2005 • Stratos International Inc • Semiconductors & related devices • Illinois

This agreement dated as of December 6, 2005 (the “Award Agreement”), is entered into by and between Stratos International, Inc., a Delaware corporation (the “Company”), and ____________(the “Grantee”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them by the Stratos Lightwave, Inc. 2003 Stock Plan (the “Plan”).

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FORM OF AMENDMENT TO STRATOS INTERNATIONAL INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 8th, 2005 • Stratos International Inc • Semiconductors & related devices • Illinois

This amendment dated as of December 6, 2005 is entered into by and between Stratos International, Inc., a Delaware corporation (the “Company”), and _______________ (the “Grantee”) and amends the Restricted Stock Amendment between the Company and Grantee dated as of _______________ (the “Agreement”).

AMENDMENT TO STRATOS INTERNATIONAL, INC. RESTRICTED STOCK AGREEMENTS
Stratos International Inc • December 8th, 2005 • Semiconductors & related devices • Illinois

This amendment dated as of December 6, 2005 is entered into by and between Stratos International, Inc., a Delaware corporation (the “Company”), and Newell V. Starks (the “Grantee”) and amends the Restricted Stock Amendments between the Company and Grantee dated as of April 29, 2004 and March 9, 2005, in each case as previously amended September 14, 2005 (collectively, the “Agreements”).

AMENDMENT TO STRATOS INTERNATIONAL, INC. RESTRICTED STOCK AGREEMENTS
Stratos International Inc • December 8th, 2005 • Semiconductors & related devices • Illinois

This amendment dated as of December 6, 2005 is entered into by and between Stratos International, Inc., a Delaware corporation (the “Company”), and Philip A. Harris (the “Grantee”) and amends the Restricted Stock Amendments between the Company and Grantee dated as of April 29, 2004 (the “April Agreement”) and December 15, 2004, as previously amended September 14, 2005 (the “December Agreement”).

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