OPTION AWARD AGREEMENT
THIS OPTION AWARD AGREEMENT (the “ Agreement ”) is made as of March , 2003, by and between Tellium, Inc., a
Delaware corporation (the “ Company ”), and (the “ Employee ”).
WHEREAS, the Company believes it to be in the best interests of the Company and its shareholders to take action to
promote work-force stability, to reward performance and otherwise align employee interests with those of the Company; and
WHEREAS, accordingly the Company has determined to (1) cancel all stock options heretofore granted to the Employee
by the Company and (2) issue Stock Options to the Employee pursuant to the Plan, each of (1) – (2) in accordance with and in
amounts specified on the Option Award Schedule attached hereto as Annex A .
NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged the parties hereto, intending to be legally bound, agree as follows:
1. CANCELLATION AND ISSUANCE OF STOCK OPTIONS .
(a) Cancellation of Stock Options . Effective upon the execution of this Agreement, the Company hereby cancels the stock
options presently held by the Employee in the amounts set forth on the Option Award Schedule. The Employee hereby agrees
that the stock options are cancelled and are null and void.
(b) Stock Option Grant . Concurrently with the execution of this Agreement, the Company will grant the Employee options
to purchase the number of shares of the Company’s Common Stock set forth on the Option Award Schedule, at an exercise
price of $0.63 per share (the average of the daily closing prices of the Company’s Common Stock during December, 2002) (the “
Employee Stock Option Grant ”) pursuant to the Plan, as the same may be amended from time to time but subject to the terms
hereof. The Employee Stock Option Grant shall vest in whole or in part (but not for a fraction of a share)