Promissory Note Between Daryl J. Eigen and Oplink Communications, Inc. dated March 27, 2001

Summary

Daryl J. Eigen promises to repay Oplink Communications, Inc. $160,000 plus 8.5% annual interest by March 27, 2002. The loan is secured by Oplink stock options granted to Eigen, with shares placed in escrow as they vest. If Eigen's employment ends, the full amount becomes immediately due, and Oplink may require the sale of escrowed shares to repay the debt. The note is full recourse, meaning Oplink can seek repayment from Eigen personally if necessary. The agreement is governed by California law and is for business purposes only.

EX-10.01.2 3 dex10012.txt PROMISSORY NOTE FROM DARYL J. EIGEN EXHIBIT 01.2 Promissory Note - Daryl Eigen and Oplink Communications - March 27, 2001 PROMISSORY NOTE $160,000 March 27, 2001 FOR VALUE RECEIVED, the undersigned, DARYL J. EIGEN, hereby unconditionally promises to pay to the order of OPLINK COMMUNICATIONS, INC., a Delaware corporation ("Oplink", the "Company" or "Holder"), at such place as Holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of $160,000 together with simple interest accrued from the date hereof on the unpaid principal at the rate of 8.50% per annum, calculated on the basis of a 365-day year for the actual number of days elapsed. 1. Principal Repayment. The outstanding principal amount and any accrued and unpaid interest hereunder shall be due and payable in one lump sum on the first anniversary of the date hereof; provided, however, that in the event that the undersigned's employment with the Company is terminated the entire principal balance and all accrued interest shall become immediately due and payable, and immediately collectible by Holder pursuant to applicable law (the "Maturity Date"). 2. Prepayment. This Note may be prepaid at any time without penalty. All money paid toward the satisfaction of this Note shall be applied first to the payment of interest as required hereunder and then to the retirement of the principal. 3. Escrow; Full Recourse Note. This Note is secured by an escrow (the "Escrow") comprising all of the shares of Oplink common stock covered by the employee stock option granted to the undersigned in connection with his employment with the Company (the stock option referred to as the "Stock Option"). As the Stock Option vests from time to time, the Oplink shares so vested shall be placed into the Escrow and, if the undersigned elects to purchase any of such shares, the shares so purchased shall, as part of the Escrow, be pledged by the undersigned in favor of the Holder pursuant to a Stock Pledge Agreement in substantially the same form as that attached hereto. If the undersigned wishes to sell any of the Oplink stock so purchased before the Maturity Date, the proceeds realized therefrom shall first be applied to prepay this Note until it is settled in full. In the event that the undersigned's employment with the Company is terminated, should any principal amount or any accrued and unpaid interest under this Note remain due and payable, Holder has the right (but not the obligation) to require the undersigned to sell any or all of the Oplink common stock in the Escrow immediately and to apply the proceeds realized therefrom to repay this Note until it is settled in full. The undersigned shall be solely responsible for any tax consequences to him arising from his optioned shares being so escrowed, pledged and/or sold, as the case may be. Notwithstanding the foregoing, this Note is full recourse, accordingly, Holder shall be entitled to seek personal judgement against the undersigned in the event of a default for the full amount of the principal and accrued interest then outstanding, plus any costs or expenses as provided herein. 4. Non-Consumer Debt. The undersigned hereby represents and agrees that the amounts due under this Note are not consumer debt, and are not incurred primarily for personal, family or household purposes, but are for business and commercial purposes only. Promissory Note - Daryl Eigen and Oplink Communications - March 27, 2001 5. Waiver. The undersigned hereby waives presentment, protest and notice of protest, demand for payment, notice of dishonor and all other notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note. 6. Expenses; Attorneys' Fees. The Holder hereof shall be entitled to recover, and the undersigned agrees to pay when incurred, all costs and expenses of collection of this Note, including without limitation, reasonable attorneys' fees. 7. Governing Law. This Note shall be governed by, and construed, enforced and interpreted in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. /S/ DARYL J. EIGEN _________________________________________ DARYL J. EIGEN ACCEPTED BY OPLINK COMMUNICATIONS, INC.: /S/ JOSEPH Y. LIU __________________________________________ JOSEPH Y. LIU