ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On January 25, 2013, the Compensation Committee (the "Compensation Committee")
of the Board of Directors of NeoPhotonics Corporation approved an increase in
the base salary for Benjamin L. Sitler from $231,424 to $250,000, effective
February 1, 2013 and acknowledged the promotion of Mr. Sitler from the position
of Vice President of Global Sales to the position of Senior Vice President of
Global Sales and Product Management. Mr. Sitler is a "named executive officer"
(as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities
and Exchange Commission).
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