1.1 RENT PAYMENT ADDRESS: BEDFORD PROPERTY INVESTORS Lockbox No, 73048 - "AUBURN COURT" P.O. Box 60000 San Francisco, CA 94160-3048. 1.2 LANDLORD & NOTICE ADDRESS: BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation 270 Lafayette Circle...Lease • October 27th, 2006 • Opnext Inc
ContractIndemnification Agreement • November 1st, 2007 • Opnext Inc • Semiconductors & related devices • Delaware
WHEREAS, Indemnitee does not regard the protection available under the Company’s Bylaws and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and
Exhibit 10.2 THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN...Opnext Inc • October 27th, 2006 • California
Opnext, Inc. and American Stock Transfer & Trust Company, LLC as Rights Agent Rights Agreement Dated as of June 18, 2009Rights Agreement • June 22nd, 2009 • Opnext Inc • Semiconductors & related devices • Delaware
Until the earlier to occur of (i) the tenth Business Day following a public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 4.99% or more of the Common Stock (an “Acquiring Person”) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.99% or more of the Common Stock (the earlier of (i) and (ii) being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate (or, with respect to any shares of Common Stock held in book entry form, by the notation in book entry) together
Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • January 29th, 2007 • Opnext Inc • Semiconductors & related devices • New York
Goldman, Sachs & Co., J.P. Morgan Securities Inc. CIBC World Markets Cowen and Company Jefferies & Company, Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004
OPNEXT, INC.Terms of Agreement • October 27th, 2006 • Opnext Inc • New Jersey
Opnext, Inc.Restricted Stock Agreement • October 27th, 2006 • Opnext Inc • New York
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE MODIFIED NETOpnext Inc • July 29th, 2009 • Semiconductors & related devices
Opnext, Inc. Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices • New York
THIS AGREEMENT (the “Agreement”), dated as of November 1, 2004, between Opnext, Inc., a Delaware corporation (hereinafter called the “Company”), and Harry L. Bosco (hereinafter called the “Participant”):
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between HITACHI, LTD. and OPTO- DEVICE, LTD. Dated as of October 1, 2002Intellectual Property License Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “IP License Agreement”), dated as of October 1, 2002, is entered into by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”), and OPTO-DEVICE LIMITED, a corporation existing under the laws of Japan (“Opto-Device”), pursuant to the terms of the Business Transfer Agreement, dated July 24, 2002 (the “Business Transfer Agreement”), entered into between Hitachi and Opto-Device and the Stock Purchase Agreement, dated October 1, 2002 (the “Stock Purchase Agreement”), entered into between Hitachi and OpNext, Inc., a Delaware corporation (“OpNext”). All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement.
RESEARCH AND DEVELOPMENT AGREEMENTD Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices • New York
THIS RESEARCH AND DEVELOPMENT AGREEMENT is dated as of July ___, 2002, by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”) and OPNEXT, INC., a Delaware corporation and a Subsidiary of Hitachi (“OpNext”). This Agreement is deemed to be effective as of October 1, 2001 (“Effective Date”).
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between HITACHI, LTD. and OPNEXT JAPAN, INC. Dated as of July 31, 2001Intellectual Property License Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “IP License Agreement”), dated as of July 31, 2001, is entered into by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”), and OPNEXT JAPAN, INC., a corporation existing under the laws of Japan and a Wholly-Owned Subsidiary of OpNext, Inc., a Delaware corporation (“OpNext Japan”), pursuant to the terms of the Business Transfer Agreement, dated December 6, 2000 (the “Business Transfer Agreement”), entered into between Hitachi and OpNext Japan, the Stock Contribution Agreement, dated July 31, 2001 (the “Stock Contribution Agreement”), entered into between Hitachi and OpNext, Inc., the Stock Purchase Agreement, dated September 19, 2000 (the “Existing Purchase Agreement” and as amended by the Amended and Restated Stock Purchase Agreement of even date herewith and as further amended, supplemented or otherwise modified from time to time, the “Stock Purchase Agreement”), and the Stockholders’ Agreement, dated
VOTING AGREEMENTVoting Agreement • March 28th, 2012 • Opnext Inc • Semiconductors & related devices • Delaware
THIS VOTING AGREEMENT (“Voting Agreement”) is entered into as of March 26, 2012, by and between OPNEXT, INC., a Delaware corporation (the “Company”), and (“Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered as of July 31, 2001, by and among OpNext, Inc., a Delaware corporation (the “Company”), Clarity Partners, L.P., a Delaware limited partnership (“Clarity”), Clarity OpNext Holdings I, LLC, a Delaware limited liability company (“Holdings I”), and Clarity OpNext Holdings II, LLC, a Delaware limited liability company (“Holdings II,” and together with Clarity and Holdings I, the “Clarity Investors”), and Hitachi, Ltd., a corporation existing under the laws of Japan (“Hitachi”).
PREFERRED PROVIDER AGREEMENTPreferred Provider Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices • New York
THIS PREFERRED PROVIDER AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of the 31st day of July, 2001 (the “Effective Date”), by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”), and OPNEXT, INC., a Delaware corporation (the “Company”).
OPNEXT, INC. 46429 Landing Parkway Fremont, California 94538Employment Agreement • August 24th, 2011 • Opnext Inc • Semiconductors & related devices • Delaware
This Second Amended and Restated Employment Agreement (this “Agreement”) is entered into as of August 23, 2011 (the “Effective Date”), by and between Opnext, Inc., a Delaware corporation (“Opnext” or the “Company”), and Michael Chan (“Executive”). This Agreement amends and restates in its entirety the Prior Agreement (as defined below).
Exhibit B to Transition Services Agreement LEASE AGREEMENTLease Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
An agreement is hereby entered into as set forth below by and between the Renesas Technology Corp. Takasaki Office (hereinafter referred to as the “Landlord”) and Opnext Japan, Inc. (hereinafter referred to as the “Tenant”) in connection with the lease of a certain property.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: OCLARO, INC., a Delaware corporation; TAHOE ACQUISITION SUB, INC., a Delaware corporation; and OPNEXT, INC., a Delaware corporation Dated as of March 26, 2012Agreement and Plan of Merger and Reorganization • March 28th, 2012 • Opnext Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of March 26, 2012, by and among: OCLARO, INC., a Delaware corporation (“Parent”); TAHOE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and OPNEXT, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
LEASELease • July 29th, 2009 • Opnext Inc • Semiconductors & related devices
THIS LEASE is made on the 14 day of MARCH, 2006, by and between Los Gatos Business Park, a California limited partnership (hereinafter called “Lessor”) and StrataLight Communications, Inc., a Delaware corporation (hereinafter called “Lessee”).
RAW MATERIALS SUPPLY AGREEMENTRaw Materials Supply Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices • New York
THIS RAW MATERIALS SUPPLY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of the 31st day of July, 2001 (the “Effective Date”), by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”), and OPNEXT, INC., a Delaware corporation (the “Company”).
RESEARCH AND DEVELOPMENT AGREEMENT by and between HITACHI, LTD. and OPNEXT JAPAN, INC. Dated as of July 31, 2001D Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices
THIS RESEARCH AND DEVELOPMENT AGREEMENT (the “R&D Agreement”) is made as of July 31, 2001, by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”) and OPNEXT JAPAN, INC., a corporation existing under the laws of Japan and a Wholly-Owned Subsidiary of OpNext, Inc., a Delaware corporation (“OpNext Japan”), pursuant to the terms of the Business Transfer Agreement, dated December 6, 2000 (the “Business Transfer Agreement”) and the Intellectual Property License Agreement, dated July 31, 2001 (the “IP License Agreement”), both of which have been entered into between Hitachi and OpNext Japan, the Stock Contribution Agreement, dated July 31, 2001 entered into between Hitachi and OpNext, Inc., and a Stock Purchase Agreement dated September 19, 2000 the “Existing Purchase Agreement,” as amended by the Amended and Restated Stock Purchase Agreement of even date herewith and as further amended, supplemented or otherwise modified from time to time, the “Stock Purchas
SEPARATION AGREEMENTSeparation Agreement • December 13th, 2010 • Opnext Inc • Semiconductors & related devices • Delaware
THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of December 9, 2010, by and between Opnext, Inc., a Delaware corporation (the “Company”), and Gilles Bouchard (the “Executive”).
ASSET PURCHASE AGREEMENT BY AND AMONG JUNIPER NETWORKS, INC. AND OPNEXT SUBSYSTEMS, INC. DATED AS OF FEBRUARY 9, 2011Asset Purchase Agreement • February 9th, 2011 • Opnext Inc • Semiconductors & related devices • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of February 9, 2011, by and among Juniper Networks, Inc., a Delaware corporation (“Buyer”) and Opnext Subsystems, Inc. a Delaware corporation (“Seller”). Buyer and Seller, may be referred to herein individually as a “Party,” and collectively as the “Parties”.
OPNEXT, INC.Employment Agreement • July 29th, 2008 • Opnext Inc • Semiconductors & related devices • Delaware
This Amended and Restated Employment Agreement (this “Agreement”) is dated as of July 29, 2008, by and between Opnext, Inc., a Delaware corporation (“Opnext” or the “Company”), and Michael Chan (“Executive”). This Agreement amends and restates in its entirety that certain Employment Agreement entered into by and between Opnext and Executive, dated as of August 24, 2001, as subsequently amended by the first amendment thereto dated April 20, 2004, and the second amendment thereto dated October 4, 2006.
Software User License AgreementSoftware User License Agreement • January 29th, 2007 • Opnext Inc • Semiconductors & related devices
Opnext Japan Inc. (hereinafter referred to as “Party A”) and Renesas Technology Corp. (hereinafter referred to as “Party B”) hereby agreed to the following terms and conditions of use of software:
RESEARCH AND DEVELOPMENT AGREEMENT by and between HITACHI, LTD. and OPNEXT JAPAN, INC. Dated as of July 31, 2001Research and Development Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
THIS RESEARCH AND DEVELOPMENT AGREEMENT (the “R&D Agreement”) is made as of July 31, 2001, by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”) and OPNEXT JAPAN, INC., a corporation existing under the laws of Japan and a Wholly-Owned Subsidiary of OpNext, Inc., a Delaware corporation (“OpNext Japan”), pursuant to the terms of the Business Transfer Agreement, dated December 6, 2000 (the “Business Transfer Agreement”) and the Intellectual Property License Agreement, dated July 31, 2001 (the “IP License Agreement”), both of which have been entered into between Hitachi and OpNext Japan, the Stock Contribution Agreement, dated July 31, 2001 entered into between Hitachi and OpNext, Inc., and a Stock Purchase Agreement dated September 19, 2000 the “Existing Purchase Agreement,” as amended by the Amended and Restated Stock Purchase Agreement of even date herewith and as further amended, supplemented or otherwise modified from time to time, the “Stock Purchas
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2011 • Opnext Inc • Semiconductors & related devices
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”), is entered into as of March 10, 2011, by and between Opnext, Inc., a Delaware corporation (the “Company”) and Robert J. Nobile (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
STOCKHOLDERS’ AGREEMENT between OPNEXT, INC. and each of HITACHI, LTD. CLARITY PARTNERS, L.P. CLARITY OPNEXT HOLDINGS I, LLC and CLARITY OPNEXT HOLDINGS II, LLC Dated as of July 31, 2001Stockholders’ Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of July 31, 2001 by and among OpNext, Inc., a Delaware corporation (the “Company”), Hitachi, Ltd., a corporation organized under the laws of Japan (“Hitachi”), Clarity Partners, L.P., a Delaware limited partnership (“Clarity”), Clarity OpNext Holdings I, LLC, a Delaware limited liability company (“Holdings I”) and Clarity OpNext Holdings II, LLC, a Delaware limited liability company (“Holdings II,” and together with Clarity and Holdings I, the “Clarity Parties,” and each, a “Clarity Party”). Hitachi and the Clarity Parties are collectively referred to herein as “Stockholders.” Capitalized terms used herein are defined in Section 14 hereof.
RAW MATERIALS SUPPLY AGREEMENTRaw Materials Supply Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices • New York
THIS RAW MATERIALS SUPPLY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of the 31st day of July, 2001 (the “Effective Date”), by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”), and OPNEXT, INC., a Delaware corporation (the “Company”).
Master Sales AgreementMaster Sales Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
Hitachi Electronic Devices Sales, Inc. (hereafter, the “Buyer”) and Opnext Japan, Inc. (hereafter, the “Seller,” collectively, the “Parties”) hereby enter into the following Master Agreement regarding transactions between them.
AGREEMENT AND PLAN OF MERGER among OPNEXT, INC., OMEGA MERGER SUB 1, INC., OMEGA MERGER SUB 2, INC., STRATALIGHT COMMUNICATIONS, INC. and MARK J. DENINO, as the STOCKHOLDER REPRESENTATIVE DATED as of JULY 9, 2008Agreement and Plan of Merger • July 10th, 2008 • Opnext Inc • Semiconductors & related devices • New York
Agreement and Plan of Merger, dated as of July 9, 2008, is by and among Opnext, Inc., a Delaware corporation (“Buyer”), Omega Merger Sub 1, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Buyer (“Merger Sub 1”), Omega Merger Sub 2, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Buyer (“Merger Sub 2”), StataLight Communications, Inc., a Delaware corporation (the “Company”) and Mark DeNino, as the representative of the Selling Stockholders (the “Stockholder Representative”). Buyer, Merger Sub 1, Merger Sub 2, the Company and the Stockholder Representative are referred to collectively herein as the “Parties” and each individually as a “Party.”
Basic AgreementBasic Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
Opnext Japan, Inc. (hereinafter referred to as “Party A”) and Hitachi High-Technologies Corp. (hereinafter referred to as “Party B”), agree as follows regarding the sale transaction of products handled by the Device Business Unit to be manufactured (or sold) by Party A (hereinafter referred to as the “Goods”).
Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices • New York
Goldman, Sachs & Co., J.P. Morgan Securities Inc. CIBC World Markets Cowen and Company Jefferies & Company, Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between HITACHI COMMUNICATION TECHNOLOGIES, LTD. and OPNEXT JAPAN, INC. Effective as of October 1, 2002Intellectual Property License Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “HCT IP License Agreement”), effective as of October 1, 2002, is entered into by and between HITACHI COMMUNICATION TECHNOLOGIES, LTD., a corporation existing under the laws of Japan (“HCT”) and a Wholly-Owned Subsidiary of Hitachi, Ltd., a corporation existing under the laws of Japan (“Hitachi”), and OPNEXT JAPAN, INC., a corporation existing under the laws of Japan (“OpNext Japan”) and a Wholly-Owned Subsidiary of OpNext, Inc., a Delaware corporation (“OpNext”).
Basic AgreementBasic Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
