Oplink Communications (OPLK)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 12, 2009, the Compensation Committee of the Board of Directors of Oplink Communications, Inc. ("Oplink") granted a total of 463,777 Restricted Stock Units ("RSUs") to Oplink employees, including executive officers, under Oplink’s 2000 Equity Incentive Plan. Each RSU represents the right to receive one share of Oplink common stock when the RSU vests. Each RSU award will vest as follows: fifty percent (50%) of the award will vest on August 12, 2011, an additional twenty-five percent (25%) of the award will vest on August 12, 2012, and the remaining twenty-five percent (25%) of the award will vest on August 12, 2013, in each case provided that the employee remains in service with Oplink as of the vesting date. Oplink’s executive officers received the following RSU awards:

Joseph Y. Liu, President and Chief Executive Officer, 100,000 RSUs;
Shirley Yin, Chief Financial Officer, 40,000 RSUs;
Peter Lee, Chief Operating Officer, 30,000 RSUs;
River Gong, Senior Vice President, Worldwide Sales, 20,000 RSUs; and
Stephen M. Welles, Vice President and General Counsel, 10,000 RSUs.

The Compensation Committee also approved a form of Restricted Stock Unit agreement, which is included as Exhibit 10.1 to this report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 14, 2008, Oplink announced that, effective December 31, 2008, Joe Liu will resign as Chief Executive Officer of the Company and will assume the position of Executive Vice Chairman. At that time, the Company will appoint Thomas P. Keegan, the Company’s current President, as its CEO.

Oplink also announced the promotion of Peter Lee, the Company’s Vice President of Marketing and PLM, to the position of Chief Operating Officer. Mr. Lee joined Oplink in August 2000 and has held positions as Production Manager, Product Engineering Manager, Director of Production Engineering and Senior Director of PLM and Operations. Mr. Lee received his B.S. in Electrical Engineering from National Taiwan University and his M.S. in Electrical Engineering from Columbia University.

In addition, Oplink announced the promotion of Dr. Shawn Lin to the position of Vice President of Marketing. Dr. Lin joined Oplink in January 2001, and has held the positions of Product Line Manager, Manager of FAE & Technical Support, Senior Customer Engineer and Senior Director of Technical Marketing and Customer Support. Prior to joining Oplink, Dr. Lin was Director of Technology at Liquidmetal Golf in Laguna Niguel, California. Dr. Lin received his B.S. in Physics from the University of Science and Technology of China, and his M.S. and PhD in Applied Physics from California Institute of Technology (Caltech).

Oplink issued a press release regarding these matters on August 14, 2008, a copy of which is attached as Exhibit 99.2 and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2008, the Board of Directors (the "Board") of Oplink Communications, Inc. (the "Company") appointed Thomas P. Keegan, the Company’s then Vice President, Business Development, General Counsel and Corporate Secretary, to the office of President of the Company. Mr. Keegan will be responsible for Oplink’s business development and worldwide operations, completing the integration of Optical Communication Products, Inc. and complementing the role of the Company’s Chief Executive Officer, Joseph Liu. On May 7, 2008, the Board also appointed Stephen M. Welles as the Company’s new Vice President, General Counsel and Corporate Secretary.

The Company issued a press release regarding these appointments on May 8, 2008, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 16, 2007, Oplink Communications, Inc. ("Oplink") announced the appointment of Shirley as its Chief Financial Officer. Oplink previously announced, on June 21, 2007, Ms. Yin’s appointment to the position of Vice President, Finance, and Acting Chief Financial Officer, which appointment became effective on July 2, 2007, following the departure of Oplink’s previous Chief Financial Officer.

Ms. Yin joined Oplink in June 2000 as its Accounting Manager and was promoted to Controller in October 2003. Before joining Oplink, Ms. Yin spent three years at PricewaterhouseCoopers as a Business Assurance Senior Associate. She is a Certified Public Accountant and has more than 10 years of experience in finance and accounting. Ms. Yin received her Master in Accountancy from the University of Southern California.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 27, 2006, Oplink Communications, Inc., a Delaware corporation (the "Company") and Joseph Liu, the Company’s President and Chief Executive Officer, entered into an Amendment to Stock Option Agreement and Promise to Make Cash Payment (the "Amendment"), a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

The Amendment relates to a stock option granted to Mr. Liu in November 2002 to purchase 714,285 shares of common stock of the Company (as adjusted to reflect to the Company’s 1-for-7 reverse stock split effected in November 2005) at an exercise price of $4.641 per share (as adjusted to reflect to the reverse stock split). The $4.641 exercise price was equal to 85% of the fair market value of the Company’s common stock on the date of grant, which was $5.46 per share (as adjusted to reflect to the reverse stock split). The discounted option exercise price was designed to provide Mr. Liu with additional retention and performance incentives and was consistent with the terms of the Company’s 2000 Equity Incentive Plan.

Pursuant to the Amendment, the exercise price for that portion of the November 2002 option grant that vested after December 31, 2004 was increased from $4.641 to $5.46, the fair market value on the date of grant. The purpose of the Amendment is to avoid the adverse tax consequences of recently-enacted Section 409A of the Internal Revenue Code of 1986. To compensate Mr. Liu for the increased option exercise price, the Company will make a cash payment to Mr. Liu of $268,125, which is equal to the aggregate increase in the option exercise price.

The amendment to Mr. Liu’s stock option and the cash payment to Mr. Liu on the terms set forth in the Amendment have been approved by the Compensation Committee of the Company’s Board of Directors.