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 9.01 Financial Statements and Exhibits.

10.1 Notice of Grant of Restricted Stock Units under 2000 Equity Incentive Plan and Terms and Conditions of Restricted Stock Unit Grant.

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