Exhibit 10.1
ALLIANCE FIBER
OPTIC PRODUCTS, INC.
2000 EMPLOYEE STOCK PURCHASE
PLAN
(As amended and restated effective
November 1, 2010)
Table of Contents
Page
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SECTION 1.
PURPOSE OF THE PLAN.
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1
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1
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SECTION 2.
DEFINITIONS.
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1
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(a) "
Board "
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1
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(b) "
Code "
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1
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(c) "
Committee "
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1
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(d) "
Company "
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1
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(e) "
Compensation "
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1
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(f) "
Corporate Reorganization "
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1
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(g) "
Eligible Employee "
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2
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(h) "
Exchange Act "
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2
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(i) "
Fair Market Value "
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2
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(j) "
Offering Period "
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2
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(k) "
Participant "
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2
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(l) "
Participating Company "
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2
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(m)
"Plan"
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2
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(n) "
Plan Account "
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2
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(o) "
Purchase Price "
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2
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(p) "
Stock "
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2
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(q) "
Subsidiary "
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2
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SECTION 3.
ADMINISTRATION OF THE PLAN
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3
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(a)
Committee Composition
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3
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(b)
Committee Responsibilities
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3
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SECTION 4.
ENROLLMENT AND PARTICIPATION
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3
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(a)
Offering Periods
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3
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(b)
Enrollment
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3
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(c) Duration of
Participation
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3
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SECTION 5.
EMPLOYEE CONTRIBUTIONS
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3
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(a)
Frequency of Payroll Deductions
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3
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(b) Amount of
Payroll Deductions
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4
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(c)
Changing Withholding Rate
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4
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(d)
Discontinuing Payroll Deductions
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4
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SECTION 6.
WITHDRAWAL FROM THE PLAN
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4
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(a)
Withdrawal
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4
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(b)
Re-enrollment After Withdrawal
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4
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SECTION 7.
CHANGE IN EMPLOYMENT STATUS
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4
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(a)
Termination of Employment
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4
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(b) Leave of
Absence
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4
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(c)
Death
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4
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SECTION 8.
PLAN ACCOUNTS AND PURCHASE OF SHARES
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4
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(a)
Plan Accounts
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5
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(b)
Purchase Price
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5
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(c) Number
of Shares Purchased
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5
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(d)
Available Shares Insufficient
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5
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(e) Issuance of
Stock
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5
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(f) Unused Cash
Balances
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6
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(g) Stockholder
Approval
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6
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SECTION 9.
LIMITATIONS ON STOCK OWNERSHIP
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6
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(a) Five Percent
Limit
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6
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(b)
Dollar Limit
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6
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SECTION 10.
RIGHTS NOT TRANSFERABLE
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6
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SECTION 11.
NO RIGHTS AS AN EMPLOYEE
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7
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SECTION 12.
NO RIGHTS AS A STOCKHOLDER
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7
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SECTION 13.
SECURITIES LAW REQUIREMENTS
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7
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SECTION 14.
STOCK OFFERED UNDER THE PLAN
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7
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(a) Authorized
Shares
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7
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(b) Antidilution
Adjustments
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7
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(c)
Reorganizations
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7
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SECTION 15.
AMENDMENT OR DISCONTINUANCE
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8
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SECTION 16.
EXECUTION
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8
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ii
ALLIANCE FIBER OPTIC PRODUCTS, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
(As amended and restated effective November 1,
2010)
SECTION 1.
Purpose Of The Plan.
The Plan was adopted by the
Board on September 7, 2000, effective as of the date of the initial
offering of Stock to the public pursuant to a registration
statement filed by the Company with the Securities and Exchange
Commission. The Plan was subsequently amended, and is hereby
amended and restated as of November 1, 2010. The purpose of the
Plan is to provide Eligible Employees with an opportunity to
increase their proprietary interest in the success of the Company
by purchasing Stock from the Company on favorable terms and to pay
for such purchases through payroll deductions. The Plan
is intended to qualify under section 423 of the
Code. All share references are on a post -August 27,
2010 reverse stock split basis.
SECTION 2.
Definitions.
(a) " Board "
means the Board of Directors of the Company, as constituted from
time to time.
(b) " Code
" means the Internal Revenue Code of 1986, as
amended.
(c) " Committee
" means a committee of the Board, as described in
Section 3.
(d) " Company
" means Alliance Fiber Optic Products, Inc., a Delaware
corporation.
(e) "
Compensation " means (i) the total compensation paid in
cash to a Participant by a Participating Company, including
salaries, wages, bonuses, incentive compensation, commissions,
overtime pay and shift premiums, plus (ii) any pre-tax
contributions made by the Participant under section 401(k) or
section 125 of the Code. "Compensation" shall exclude all non-cash
items, moving or relocation allowances, cost-of-living equalization
payments, car allowances, tuition reimbursements, imputed income
attributable to cars or life insurance, severance pay, fringe
benefits, contributions or benefits received under employee benefit
plans, income attributable to the exercise of stock options, and
similar items. The Committee shall determine whether a particular
item is included in Compensation.
(f) " Corporate
Reorganization " means:
(i) The consummation
of a merger or consolidation of the Company with or into another
entity, or any other corporate reorganization; or
(ii) The sale, transfer
or other disposition of all or substantially all of the Company's
assets or the complete liquidation or dissolution of the
Company.
1
(g) " Eligible
Employee " means any employee of a Participating Company
whose customary employment is full time, which means for more than
five months per calendar year and for more than 20 hours per
week.
The foregoing notwithstanding,
an individual shall not be considered an Eligible Employee if his
or her participation in the Plan is prohibited by the law of any
country which has jurisdiction over him or her.
(h) " Exchange
Act " means the Securities Exchange Act of 1934, as
amended.
(i) " Fair Market
Value " means the market price of Stock, determined by the
Committee as follows:
(i) If Stock was
traded on a national or regional stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing
price reported by the applicable composite transactions report for
such date; or
(ii) If the foregoing
provision is not applicable, then the Fair Market Value shall be
determined by the Committee in good faith on such basis as it deems
appropriate.
Whenever possible, the
determination of Fair Market Value by the Committee shall be based
on the prices reported in the Wall Street Journal or as
reported directly to the Company by the stock exchange. Such
determination shall be conclusive and binding on all
persons.
(j) " Offering
Period " means a period with respect to which the right to
purchase Stock may be granted under the Plan, as determined
pursuant to Section 4(a), or such other period as the
Committee may determine in its sole discretion.
(k) "
Participant " means an Eligible Employee who elects to
participate in the