OPLINK COMMUNICATIONS, INC. 2000 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Exhibit 10.1

OPLINK COMMUNICATIONS, INC.
2000 EQUITY INCENTIVE PLAN
NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Unless otherwise defined herein, the terms defined in the Oplink Communications, Inc. 2000 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (together, the “Agreement”).

Participant:

Address:

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Agreement, as follows:

Grant Number

Date of Grant

Vesting Commencement Date

Number of Restricted Stock Units

Vesting Schedule :

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule:

[Fifty percent (50%) of the Restricted Stock Units will vest on the second (2 ^nd ) anniversary of the date of grant, twenty-five percent (25%) of the Restricted Stock Units will vest on the third (3 ^rd ) anniversary of the date of grant, and the remaining twenty-five percent (25%) of the Restricted Stock Units will vest on the fourth (4 ^th ) anniversary of the date of grant, in each case so long as the Participant’s Continuous Service with the Company has not terminated prior to such vesting date.]

In the event Participant’s Continuous Service terminates before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant’s right to acquire any shares hereunder will immediately terminate.

By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Agreement. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee of the Company’s Board of Directors, as administrator of the Plan, upon any questions relating to the Plan and Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.

1

EXHIBIT A
TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT

1.  Grant . The Company hereby grants to the Participant named in the Notice of Grant (“Participant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference. This grant is made pursuant to the stock bonus provisions of Section 8(a) of the Plan. Subject to Section 13(d) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.

2.  Company’s Obligation to Pay . Each Restricted Stock Unit represents the right to receive one share of Common Stock of the Company on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 3, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance with Sections 3 or 4 will be paid to Participant (or in the event of Participant’s death, to his or her estate) in whole shares, subject to Participant satisfying any applicable tax withholding obligations as set forth in Section 7. Subject to the provisions of Section 4, such vested Restricted Stock Units will be paid in shares as soon as practicable after vesting, but in each such case within the period ending no later than the later of the fifteenth (15 ^th ) day of the third (3 ^rd ) month following the end of the (i) Fiscal Year or the (ii) calendar year, which in either case includes the vesting date.

3.  Vesting Schedule . Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units awarded by this Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Agreement, unless Participant’s Continuous Service with the Company has not terminated prior to the date such vesting occurs.

4.  Administrator Discretion . The Compensation Committee of the Company’s Board of Directors, as administrator of the Plan (the “Administrator”), in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator.

Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the termination of Participant’s Continuous Service (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant’s termination, unless the Participant dies following his or her termination, in which case, the Restricted Stock Units will be paid in shares to the Participant’s estate as soon a