O PLINK C OMMUNICATIONS , I NC .
A MENDED AND R ESTATED
E XECUTIVE C ORPORATE E VENT A GREEMENT
T HIS A MENDED AND R ESTATED E XECUTIVE C ORPORATE E VENT A GREEMENT (the “Agreement”) is entered into by and
between Oplink Communications, Inc., a Delaware corporation (the “Company”), and Bruce Horn (“Executive”) effective as of
February 20, 2003.
W HEREAS , the Company and Executive previously entered into that certain Executive Change of Control Agreement
dated as of April 5, 2001 (the “Prior Agreement”);
W HEREAS , the Compensation Committee of the Company’s Board of Directors has determined that it would be in the best
interests of the Company and its stockholders to amend and restate and to rename the Prior Agreement to modify the terms
relating to the acceleration of the vesting and extension of the post-termination exercise period of Options ( as defined in
Section 2 ) in the event of termination of Executive’s employment in connection with a Corporate Event ( as defined in Section
2 ) of the Company as set forth below;
W HEREAS , the Compensation Committee of the Company’s Board of Directors 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
W HEREAS , the Company and Executive now desire to amend the Prior Agreement in accordance with the terms and
N OW , T HEREFORE , for valuable consideration, the adequacy of which is hereby acknowledged by the parties, the parties
hereby agree that the Options shall be subject to the following terms and that the Prior Agreement shall be amended and
restated in its entirety as follows:
1. Acceleration of Vesting and Extension of Period of Exercisability; Severance Payments.
(a) Subject to Section 3, 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 Co