Wavesplitter Technologies Inc Sample Contracts

Wavesplitter Technologies Inc – PATENT LICENSE AGREEMENT (January 31st, 2001)

Exhibit 10.10 PATENT LICENSE AGREEMENT between LUCENT TECHNOLOGIES GRL CORP. and WAVESPLITTER TECHNOLOGIES, INC. Effective as of Relating to Various Products LUCENT GRL CONFIDENTIAL Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. WS BILAT PLA-RRA - 091900 PATENT LICENSE AGREEMENT TABLE OF CONTENTS ARTICLE I - GRANTS OF LICENSES 1.01 Grant 1.02 Durat

Wavesplitter Technologies Inc – PURCHASE AGREEMENT (January 31st, 2001)

EXHIBIT 10.11 PURCHASE AGREEMENT ------------------ This PURCHASE AGREEMENT (the "Agreement") is made as of the 15th day of November, 2000, by and between CORVIS Corporation ("CORVIS"), a Delaware corporation, and WaveSplitter Technologies, Inc. ("VENDOR"), a California corporation. RECITAL CORVIS desires to purchase from VENDOR and VENDOR desires to supply to CORVIS certain components. NOW, THEREFORE, in consideration of the representations, warranties, promises, mutual covenants and agreements of the parties contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, CORVIS and VENDOR agree as follows: ARTICLE 1 - DEFINITIONS

Wavesplitter Technologies Inc – PURCHASE AGREEMENT (November 22nd, 2000)

EXHIBIT 10.11 PURCHASE AGREEMENT ------------------ This PURCHASE AGREEMENT (the "Agreement") is made as of the 15th day of November, 2000, by and between CORVIS Corporation ("CORVIS"), a Delaware corporation, and WaveSplitter Technologies, Inc. ("VENDOR"), a California corporation. RECITAL CORVIS desires to purchase from VENDOR and VENDOR desires to supply to CORVIS certain components. NOW, THEREFORE, in consideration of the representations, warranties, promises, mutual covenants and agreements of the parties contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, CORVIS and VENDOR agree as follows: ARTICLE 1 - DEFINITIONS

Wavesplitter Technologies Inc – WARRANT TO PURCHASE COMMON STOCK OF (November 22nd, 2000)

EXHIBIT 4.11 THIS WARRANT AND THE SHARES ISSUABLE ON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR, IF REQUESTED BY WAVESPLITTER, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO WAVESPLITTER AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. November 15, 2000 Warrant to Purchase 550,000 Shares of Common Stock WARRANT TO PURCHASE COMMON STOCK OF WaveSplitter Technologies, Inc. This is to certify that, for value received, Corvis Corporation, or proper assignees (in each cas

Wavesplitter Technologies Inc – PATENT LICENSE AGREEMENT (November 22nd, 2000)

Exhibit 10.10 PATENT LICENSE AGREEMENT between LUCENT TECHNOLOGIES GRL CORP. and WAVESPLITTER TECHNOLOGIES, INC. Effective as of Relating to Various Products LUCENT GRL CONFIDENTIAL Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ******. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. WS BILAT PLA-RRA - 091900 PATENT LICENSE AGREEMENT TABLE OF CONTENTS ARTICLE I - GRANTS OF LICENSES 1.01 Grant 1.02

Wavesplitter Technologies Inc – 2000 STOCK INCENTIVE PLAN (November 13th, 2000)

EXHIBIT 10.3 WAVESPLITTER TECHNOLOGIES, INC. 2000 STOCK INCENTIVE PLAN Section 1. Purpose of Plan. The name of this plan is the WaveSplitter Technologies, Inc. 2000 Stock Incentive Plan (the "Plan"). The Plan was adopted by the Board (as hereinafter defined) on September 28, 2000. The purpose of the Plan is to enable the Company (as hereinafter defined) and its Related Companies (as hereinafter defined) to attract, retain and reward employees, directors, advisors and consultants and to strengthen the existing mutuality of interests between such persons and the Company's stockholders. To accomplish the foregoing, the Plan provides that the Company may grant Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, Dividend Equivalents and Other Awards (each as hereinafter defined). The Plan is intended, to the ex

Wavesplitter Technologies Inc – 2000 EMPLOYEE STOCK PURCHASE PLAN (November 13th, 2000)

Exhibit 10.4 WAVESPLITTER TECHNOLOGIES, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The WaveSplitter Technologies, Inc. Employee Stock ------- Purchase Plan (the "Plan") is being established for the benefit of employees of WaveSplitter Technologies, Inc., a Delaware corporation (the "Company"), and its Designated Subsidiaries. The Plan is intended to provide the employees of the Employer with an opportunity to purchase common shares, par value $0.001 per share, of the Company (the "Shares"). It is the intention of the Company that the Plan qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Code, and the provisions of the Plan shall be construed in a manner consistent with the requirements of such section of the Code. 2. Definitions. ----------- a. "Boar

Wavesplitter Technologies Inc – WARRANT TO PURCHASE STOCK (November 13th, 2000)

Exhibit 4.8 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE STOCK Corporation: WaveSplitter Technologies, Inc. a California corporation (f/k/a Applied Fiber Optics, Inc.) Number of Shares: 40,000 Class of Stock: Series D Preferred Initial Exercise Price: $4 per Share Issue Date: October 28, 1999 Expiration Date: October 27, 2004 (subject to Section 4.1) This Warrant Certifies That, for the agreed upon value of $1.00 and for other good and valuable conside

Wavesplitter Technologies Inc – Lease (November 13th, 2000)

EXHIBIT 10.9 ================================================================================ Lease FREMONT TECHNOLOGY PARK ================================================================================ Between APPLIED FIBER OPTICS, INC. (Tenant) and CARRAMERICA REALTY CORPORATION (Landlord) LEASE THIS LEASE (the "Lease") is made as of August 27, 1998 (dated for reference ----- purposes only) between CarrAmerica Realty Corporation, a Maryland corporation (the "Landlord") and the Tenant as named in the Schedule below. The term -------- "Project" means the six buildings

Wavesplitter Technologies Inc – PATENT LICENSE AGREEMENT (October 10th, 2000)

Exhibit 10.10 PATENT LICENSE AGREEMENT between LUCENT TECHNOLOGIES GRL CORP. and WAVESPLITTER TECHNOLOGIES, INC. Effective as of Relating to Various Products LUCENT GRL CONFIDENTIAL Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ******. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. WS BILAT PLA-RRA - 091900 PATENT LICENSE AGREEMENT TABLE OF CONTENTS ARTICLE I - GRANTS OF LICENSES 1.01 Grant 1.02

Wavesplitter Technologies Inc – COMMERCIAL LEASE AGREEMENT (October 4th, 2000)

Exhibit 10.8 DREAM MAKER PROPERTIES, LLC 4582 Atwater Court Buford, GA 30518 COMMERCIAL LEASE AGREEMENT THIS LEASE AGREEMENT (hereinafter referred to as this "Lease"), made this 1st day of July, 2000, by and between DREAM MAKER PROPERTIES, LLC, a Georgia limited liability company (hereinafter called "Landlord") and WAVESPLITTER TECHNOLOGIES, INC. (hereinafter called "Tenant"). WITNESSETH: PREMISES 1. In consideration of the rents, covenants, and agreements hereinafter reserved and contained on the part of Tenant to be observed and performed, Landlord leases and rents unto Tenant, and Tenant hereby leases and takes upon the terms and conditions which hereinafter appear, the following described property (hereinafter called

Wavesplitter Technologies Inc – WARRANT TO PURCHASE STOCK (October 4th, 2000)

EXHIBIT 4.8 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE STOCK Corporation: WaveSplitter Technologies, Inc. a California corporation (f/k/a Applied Fiber Optics, Inc.) Number of Shares: 40,000 Class of Stock: Series D Preferred Initial Exercise Price: $4 per Share Issue Date: October 28, 1999 Expiration Date: October 27, 2004 (subject to Section 4.1)

Wavesplitter Technologies Inc – WARRANT TO PURCHASE (October 4th, 2000)

EXHIBIT 4.9 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. WARRANT TO PURCHASE 20,000 SHARES OF SERIES F PREFERRED STOCK OF WAVESPLITTER TECHNOLOGIES, INC. (Void after June 30, 2005) This certifies that Fremont Ventures LLC, a California limited liability corporation, or its assigns (the "Holder"), for value received, is entitled to purchase from WaveSplitter Technologies, Inc., a California corporation (the "Company"), 20,000 fully paid and nonassessable shares of the Company's Series F Preferred Stock ("Preferred Stock") for

Wavesplitter Technologies Inc – 2000 STOCK INCENTIVE PLAN (October 4th, 2000)

EXHIIT 10.3 FORM OF WAVESPLITTER TECHNOLOGIES, INC. 2000 STOCK INCENTIVE PLAN Section 1. Purpose of Plan. The name of this plan is the WaveSplitter Technologies, Inc. 2000 Stock Incentive Plan (the "Plan"). The Plan was adopted by the Board (as hereinafter defined) on September 28, 2000 and approved by the stockholders of the Company (as hereinafter defined) on ___________. The purpose of the Plan is to enable the Company (as hereinafter defined) and its Related Companies (as hereinafter defined) to attract, retain and reward employees, directors, advisors and consultants and to strengthen the existing mutuality of interests between such persons and the Company's stockholders. To accomplish the foregoing, the Plan provides that the Company may grant Incentive Stock Options, Nonqualified Stock Options, Restricte

Wavesplitter Technologies Inc – AUTHORITIES. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED (October 4th, 2000)

EXHIBIT 4.5 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. THE SALE OF THESE SECURITIES HAS NOT BEEN QUALIFIED WITH ANY STATE SECURITIES AUTHORITIES. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. THIS WARRANT MAY NOT BE EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS TO THE REASONABLE SATISFACTION OF THE COMPANY AND LEGAL COUNSEL FOR THE COMPANY. Void after A

Wavesplitter Technologies Inc – Lease (October 4th, 2000)

EXHIBIT 10.9 ================================================================================ Lease FREMONT TECHNOLOGY PARK ================================================================================ Between APPLIED FIBER OPTICS, INC. (Tenant) and CARRAMERICA REALTY CORPORATION (Landlord) LEASE THIS LEASE (the "Lease") is made as of August 27, 1998 (dated for reference ----- purposes only) between CarrAmerica Realty Corporation, a Maryland corporation (the "Landlord") and the Tenant as named in the Schedule below. The term -------- "Project" means the six buildings

Wavesplitter Technologies Inc – FORM OF INDEMNIFICATION AGREEMENT (October 4th, 2000)

EXHIBIT 10.1 FORM OF INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into and effective as of ____________, 2000 by and between WaveSplitter Technologies, Inc., a California corporation and, following its reincorporation in Delaware, a Delaware corporation (the "Company"), and ________________ (the "Indemnitee"). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director or officer of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment; WHEREAS, the current By-laws and Amended and Restated Articles of Incorporation of the Corporation, and the Amended and Restated By-laws and Amended and R

Wavesplitter Technologies Inc – WARRANT TO PURCHASE STOCK (October 4th, 2000)

EXHIBIT 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED .AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE STOCK Corporation: APPLIED FIBER OPTICS INC., a California corporation Number of Shares: 20,000 Class of Stock: Series B Preferred Initial Exercise Price: $1.25 per Share Issue Date: December 24, 1997 Expiration Date: December 24, 2002 (subject to Section 4.1) THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, GBC VENTURE CAPITAL, INC. ("Holder") is en

Wavesplitter Technologies Inc – AUTHORITIES. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY (October 4th, 2000)

EXHIBIT 4.7 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE OR DISPOSITION MAY BE, EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. THE SALE OF THESE SECURITIES HAS NOT BEEN QUALIFIED WITH ANY STATE SECURITIES AUTHORITIES. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. THIS WARRANT MAY NOT BE EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS TO THE REASONABLE SATISFACTION OF THE COMPANY AND LEGAL COUNSEL FOR THE COMPANY. Void after A

Wavesplitter Technologies Inc – FORM OF FIFTH AMENDED AND RESTATED RIGHTS AGREEMENT (October 4th, 2000)

Exhibit 4.2 WAVESPLITTER TECHNOLOGIES, INC. FORM OF FIFTH AMENDED AND RESTATED RIGHTS AGREEMENT TABLE OF CONTENTS PAGE ------- Section 1. Termination of Prior Rights 2 Section 2. Registration Rights......................................... 2 2.1 Definitions................................................. 2 2.2 Requested Registration of Registrable Securities............ 3 2.3 Requested Registration of Series F Registrable Securities... 5 2.4 Company Registration........................................ 6 2.5 Obligations of the Company....................

Wavesplitter Technologies Inc – AUTHORITIES. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED (October 4th, 2000)

EXHIBIT 4.6 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. THE SALE OF THESE SECURITIES HAS NOT BEEN QUALIFIED WITH ANY STATE SECURITIES AUTHORITIES. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. THIS WARRANT MAY NOT BE EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS TO THE REASONABLE SATISFACTION OF THE COMPANY AND LEGAL COUNSEL FOR THE COMPANY. Void after Ap

Wavesplitter Technologies Inc – 2000 EMPLOYEE STOCK PURCHASE PLAN (October 4th, 2000)

Exhibit 10.4 FORM OF WAVESPLITTER TECHNOLOGIES, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The WaveSplitter Technologies, Inc. Employee Stock ------- Purchase Plan (the "Plan") is being established for the benefit of employees of WaveSplitter Technologies, Inc., a Delaware corporation (the "Company"), and its Designated Subsidiaries. The Plan is intended to provide the employees of the Employer with an opportunity to purchase common shares, par value $0.001 per share, of the Company (the "Shares"). It is the intention of the Company that the Plan qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Code, and the provisions of the Plan shall be construed in a manner consistent with the requirements of such section of the Code. 2. Definitions.

Wavesplitter Technologies Inc – WARRANT AGREEMENT (October 4th, 2000)

EXHIBIT 4.4 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. WARRANT AGREEMENT To Purchase Shares of the Series C Preferred Stock of APPLIED FIBER OPTICS, INC. Dated as of January 28,1999 (the "Effective Date") WHEREAS, Applied Fiber Optics, Inc., a California corporation (the "Company") has entered into a Master Lease Agreement dated as of January 28, 1999, Equipment Schedule No. VL-1 and VL-2 dated as

Wavesplitter Technologies Inc – ARTICLES OF INCORPORATION OF (October 4th, 2000)

EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WAVESPLITTER TECHNOLOGIES, INC. The undersigned, William H. Diamond and Bruce Pollock, hereby certify that: ONE: They are the duly elected and acting President and Secretary, respectively, of this corporation. TWO: The Articles of Incorporation of this corporation shall be amended and restated to read in full as follows: ARTICLE I The name of this corporation is WaveSplitter Technologies, Inc. ARTICLE II The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profess

Wavesplitter Technologies Inc – Subject: Offer Letter (October 4th, 2000)

Exhibit 10.6 [date] (FirstName) (LastName) (Address1) (City) (State) (PostalCode) Subject: Offer Letter Dear (FirstName): WaveSplitter is pleased to offer you a position as (Position). We anticipate that your efforts will contribute significantly to WaveSplitter's growth and success. Initially, you will be paid a base salary at the rate of (Salary) per year, to be paid in prorated biweekly installments for the time that you are employed by WaveSplitter. Subject to approval of the Board of Directors at their next meeting, you will be offered an option to purchase [number] shares of WaveSplitter Technologies, Inc., which will vest over four years at the rate of 25 percent at the end of the first year of your employment and

Wavesplitter Technologies Inc – STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE MODIFIED NET (October 4th, 2000)

EXHIBIT 10.7 STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE MODIFIED NET 1. Basic Provisions ("Basic Provision"). 1.1 Parties: This Lease ("Lease"), dated for reference purposes only, June 27, 2000, is made by and between Fremont Ventures LLC ("Landlord") and ------------- Wavesplitter Technologies, Inc. ("Tenant"), (collectively the "Parties," or individually a "Party"). 1.2(a) Premises: That certain Building, including all improvements therein or to be provided by Landlord under the terms of this Lease containing 54,664 square feet of space, and commonly known by the street address of 46417- 46437 Landing Parkway, located in the City of Fremont, County of Alameda, State of California, with zip code 94537 and designated as "Building F" on Exhibit A ---------- ----- - attached hereto ("Premises"). The "Building" is that

Wavesplitter Technologies Inc – WARRANT TO PURCHASE (October 4th, 2000)

EXHIBIT 4.10 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURISkadden, Arps, Slate, Meagher & FlomFinancial Printing GroupTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. WARRANT TO PURCHASE FIVE HUNDRED THOUSAND SHARES OF SERIES F PREFERRED STOCK OF WAVESPLITTER TECHNOLOGIES, INC. (Void after September 30, 2005) This certifies that Lucent Technologies - GRL Corp., 14645 N.W. 77th Avenue, Miami Lakes, Florida 33014, Attn: Al Leonard, or its assigns (the "Holder"),

Wavesplitter Technologies Inc – 1997 STOCK PLAN (October 4th, 2000)

EXHIBIT 10.2 WaveSplitter Technologies, Inc 1997 STOCK PLAN SECTION 1. PURPOSE The purpose of the Plan is to offer selected employees, directors and consultants an opportunity to acquire a proprietary interest in the success of the Company, to encourage such selected persons to remain in the employ of the Company and to attract new employees by allowing such persons to purchase Shares of the Company's Common Stock. The Plan provides for the grant of Options to purchase Shares. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options. Stock Purchase Rights may also be granted under the Plan. SECTION 2. DEFINITIONS (a) "Board" means the Board of Directors of the Company. (b) "Code" means the Internal Revenue Code of 1986, as amended. (c) "Committee" means a committee of the Board of Directors which