OPLINK COMMUNICATIONS INC
S-1/A, EX-10.23, 2000-08-01
SEMICONDUCTORS & RELATED DEVICES
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                                                                  Exhibit 10.23

                           OPLINK COMMUNICATIONS, INC.
                                1998 STOCK PLAN

                             STOCK OPTION AGREEMENT

     Oplink Communications, Inc. (the "Company") hereby grants an option to
purchase Shares of its Common Stock to the optionee named below on the terms
and conditions set forth in this cover sheet, the Company's 1998 Stock Plan,
and Exhibit A attached hereto (together, the "Stock Option Agreement"):

<TABLE>

  <S>                                <C>
     GRANT NUMBER:                     98-559

     DATE OF GRANT:                    5/10/00

     VESTING COMMENCEMENT DATE:        2/11/00

     EXERCISE PRICE PER SHARE:         $5.00

     TOTAL NUMBER OF SHARES GRANTED:   50,000.00

     TYPE OF OPTION:                        INCENTIVE STOCK OPTION
                                       ---
                                        X   NONQUALIFIED STOCK OPTION
                                       ---
     EXPIRATION DATE:                  MAY 10, 2010

</TABLE>

EXERCISE SCHEDULE:

     The option granted hereunder may be exercised, in whole or in part,
based on the vesting schedule as set forth below.

     Twenty-five percent (25%) of the shares subject to the shall vest in the
holder thereof on the one year anniversary of the Vesting Commencement Date
and an additional one-forty-eighth (1/48) of the shares subject to the option
shall vest in the holder thereof at the end of each full month thereafter;
PROVIDED, HOWEVER, that in the event of change of control at the Company, and
only in such event, the aforesaid vesting schedule shall accelerate in full
immediately.

     BY SIGNING THIS COVER SHEET, YOU AGREE THAT THIS STOCK OPTION AGREEMENT
IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS COVER SHEET, THE 1998 STOCK
PLAN AND EXHIBIT A, WHICH IS ATTACHED HERETO AND MADE A PART OF THIS DOCUMENT.

OPTIONEE:                                 Oplink Communications, Inc.
                                          a California corporation

/s/ Robert David Spreng                   By /s/ Joe Liu
-----------------------------               --------------------------------
Robert David Spreng                         Joe Liu, Chief Executive Officer







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