Oplink Communications, Inc. Form of Executive Corporate Event Agreement

Exhibit 10.1 Oplink Communications, Inc. Form of Executive Corporate Event Agreement            This Executive Corporate Event Agreement (this " Agreement ") is entered into by and between Oplink Communications, Inc., a Delaware corporation (the "Company"), and [River Gong] [Thomas P. Keegan] [Peter Lee] [Stephen M. Welles] [Yanfeng Yang] [Shirley Yin] (" Executive ") to be effective as of                      , 2008.            Whereas , the Company has granted equity awards to Executive under the Company’s equity compensation plans for the purpose of providing equity compensation to Executive and aligning [his/her] interests with those of the stockholders of the Company; and            Whereas , the Compensation Committee of the Company’s Board of Directors (the " Compensation Committee ") has determined that it would be in the best interests of the Company and its stockholders to enhance the Equity Awards (as defined in Section 3) to provide for acceleration of the vesting of the Equity Awards in the event of termination of Executive’s employment in connection with a Corporate Event (as defined in Section 3) of the Company in order to align further the interests of Executive with those of the stockholders of the Company as set forth below;            Whereas , the Compensation Committee has also determined that it would be in the best interests of the Company and its stockholders to provide for certain severance payments in the circumstances as set forth below; and            Now, Therefore , for valuable consideration, the adequacy of which is hereby acknowledged by the parties, the parties hereby agree as follows:            1. Term. This Agreement will have a term of three (3) years commencing on the effective date of this Agreement and ending on the third anniversary of such effective date (the " Stated Expiration Date "); provided, however, that if a Corporate Event occurs prior to the Stated Expiration Date, then the term of this Agreement shall be extended until thirteen (13) months following the effective date of such Corporate Event, and if a Covered Termination occurs during the relevant period, giving rise to benefits under this Agreement, then the term of this Agreement shall be further extended until all such benefits have been paid or otherwise delivered to Executive.            2. Acceleration of Vesting and Extension of Period of Exercisability; Severance Payments. Subject to Sections 4 and 6, in the event of the occurrence of a Corporate Event, then, if Executive’s employment with the Company or its successor ceases by reason of a Covered Termination ( as defined in Section 3 ) within the period beginning three (3) months prior to and ending thirteen (13) months following the effective date of the Corporate Event, then Executive shall be entitled to the following benefits:           (a) The vesting of Executive’s Equity Awards (or any substituted equity awards) shall be accelerated

          (b) The post-termination exercise period with respect to Executive’s Options shall extended such that the Options shall continue to be exercisable until the earliest of: (1) the date twenty-four (24) months

after the Event/Termination Date, (2) the maximum term for each Option in effect on the date such Option was granted (i.e., the Option’s original expiration date), (3) the effective date of the Corporate Event if the Corporate Event is a Non-Assumption Event, or (4) the ten (10) year anniversary of the original date of grant for each such Option ( as defined in Section 3 );           (b) Executive shall be entitled to a severance payment in the form of a lump-sum cash payment equal to one (1) year’s base salary, subject to standard payroll deductions and withholdings, within ten (10) business days after Executive executes and delivers to the Company the release and waiver contemplated by Section 4 hereof and such release and waiver becomes effective; and             (c) The Company shall pay the premiums for group health plan continuation coverage (i.e., medical, dental and vision insurance) under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (" COBRA "), for Executive and/or Executive’s eligible dependents’ for up to twelve (12) months following Executive’s employment termination date (the " COBRA Premiums "); provided , that Executive and/or Executive’s eligible dependents timely elect(s) continued group health coverage under COBRA and otherwise qualifies for continued coverage.           To the extent that any Equity Awards held by Executive are settled in cash (" Cash-Settled Awards "), all such Cash-Settled Awards shall be promptly settled upon the Event/Termination Date, but in no event after the later of (i) 2 ¹ /2 months after the end of the Company’s fiscal year in which the Event/Termination Date occurs, or (ii) March 15 following the calendar year in which the Event/Termination Date occurs. Notwithstanding the foregoing, settlement of Cash-Settled Awards shall be subject to any delay period required under Section 6 of this Agreement, to the extent applicable.            3. Definitions. The following terms in this Agreement shall have the meanings set forth below solely for purposes of this Agreement.           (a) "Involuntary Termination Without Cause" shall mean the involuntary termination of Executive’s employment by the Company for reasons other than (1) any intentional act of fraud, embezzlement or misappropriation of property of the Company by Executive which has a materially adverse impact on the business or affairs of the Company, (2) any intentional unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company (or any affiliated corporation or entity of the Company (" Affiliate ")), or (3) any other intentional misconduct by Executive which has a materially adverse impact on the business or affairs of the Company (or any Affiliate), provided that solely for the purpose of this Agreement, Executive shall be given thirty (30) days written notice (and the opportunity to correct such conduct if such conduct can be corrected during that notice period) of the Company’s intention to deem the termination of Executive’s employment to be for any of the foregoing reasons. The termination of Executive’s employment as a result of Executive’s death or disability (provided that Executive is provided reasonable accommodation of Executive’s disability to perform Executive’s duties for the Company to the extent required by the federal Americans With Disability Act and any similar applicable state laws) shall not constitute Involuntary Termination without Cause.           (b) "Voluntary Termination With Good Reason" shall mean Executive’s voluntary resignation within sixty (60) days following the initial occurrence of any of the following actions without Executive’s consent: (1) the material reduction in Executive’s authorities, duties, or responsibilities as an employee of the Company as in effect immediately prior to such reduction (but not merely a change in title or reporting relationships), except in connection with the termination of Executive’s employment for death, disability, or any conduct listed in the definition of Involuntary Termination without Cause as grounds for termination that would not result in an Involuntary Termination without Cause; (2) the material reduction in Executive’s base compensation (for purposes of this Agreement, a reduction in Executive’s base compensation equal to or less than ten percent (10%) shall not be considered a material reduction in Executive’s base compensation), (3) a material change in the geographic location at which Executive must perform services (for purposes of this Agreement , a relocation of Executive’s place of employment equal to or less than fifty (50) miles shall not be

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considered a material change in the geographic location at which Executive must perform services), or (4) any other action or inaction that constitutes a material breach by the Company of any employment agreement between the Company and Executive, including this Agreement.           Notwithstanding the foregoing, Executive must assert any termination for Good Reason by written notice to the Company no later than twenty (20) days following the initial existence of the event giving rise to Good Reason, and the Company must have an opportunity within thirty (30) days following delivery of such notice to attempt to rescind or correct the matter giving rise to Good Reason (the " Cure Period "). If the Company does not rescind or correct the conduct giving rise to Good Reason to Executive’s reasonable satisfaction by the expiration of the Cure Period, Executive’s employment will then terminate with Good Reason.           (c) "Corporate Event" shall mean any of the following events:                (1) the dissolution or liquidation of the Company;                (2) a sale, lease or other disposition of all or substantially all of the assets of the Company so long as the Company’s stockholders immediately prior to such transaction will, immediately after such transaction, fail to possess direct or indirect beneficial ownership of more than fifty percent (50%) of the voting power of the acquiring entity (for purposes of this section, any person who acquired securities of the Company prior to the occurren