NEOPHOTONICS CORPORATION (NYSE:NPTN) Files An 8-K Entry into a Material Definitive Agreement

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NEOPHOTONICS CORPORATION (NYSE:NPTN) Files An 8-K Entry into a Material Definitive Agreement

ITEM1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Non-Employee Director Compensation Policy

On January 18, 2017, Board of Directors of NeoPhotonics
Corporation (the Company) approved several changes to the
Companys non-employee director compensation policy, effective
January 2017.Such changes were recommended to the Board of
Directors by the Compensation Committee of the Board.As updated,
the policy provides the following compensation package for the
Companys non-employee directors.

Cash Compensation.

Annual retainer

$

42,500

Additional retainer Audit Committee chair

20,000

Additional retainer Audit Committee member

10,000

Additional retainer Compensation Committee chair

15,000

Additional retainer Compensation Committee member

5,500

Additional retainer Nominating and Corporate Governance
Committee chair

10,000

Additional retainer Nominating and Corporate Governance
Committee member

4,600

Additional retainer for Lead Independent Director

7,500

Additional payment for Technical Advisory Board per
regular meeting

2,500

(1)

(1)

If meeting requires one day or more of travel, then
amount paid will be $5,000.

Equity Compensation. The Companys non-employee director
compensation policy provides that on the date of each annual
stockholders meeting, each non-employee director will receive (A)
a grant of an option to purchase that number of shares of the
Companys common stock with a target value equal to (1) $37,500
(for 2017) and $47,000 (for 2018 and thereafter), which shall
vest ratably over 12 months and (B) a grant of restricted stock
units covering that number of shares of the Companys common stock
equal to (1) $37,500 (for 2017) and $47,000 (for 2018 and
thereafter) divided by (2) the fair market value of a share of
the Companys common stock on the date of such grant, which shall
vest on the 12 month anniversary of the date of grant. Each of
the option grants shall have an exercise price equal to the fair
market value of the Companys common stock on the date of grant.
Target value for the stock option grants will be calculated using
a Black-Scholes model and based on a 30-day trading average
(ending the day before the grant date).

ITEM8.01 OTHER EVENTS

In connection with the changes to the Companys non-employee
director compensation policy, the Board of Directors also
approved amendments to the Companys Corporate Governance
Standards to revise director stock ownership guidelines. The
revised director stock ownership guidelines provide that
non-employee directors are expected to have an ownership interest
in the Companys common stock with a value equal to at least three
times the value of the annual cash retainer. Non-employee
directors have a three year period from either (i) January 1,
2017 or (ii) the date such non-employee director joins the Board,
whichever is later, over which to achieve this ownership level.

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About NEOPHOTONICS CORPORATION (NYSE:NPTN)

NeoPhotonics Corporation develops, manufactures and markets optoelectronic products that transmit, receive and switch digital optical signals for communications networks. The Company develops and manufactures Transmitter Products, Receiver Products and Switch Products that are used in ultra-high speed digital optical communications, high speed switching and provisioning, and access connections for wireless and fiber-to-the-home communications networks. Its products are categorized into groups, including High Speed Products and Network Products and Solutions. High Speed Products include products designed for 100G and beyond for telecom and datacenter or content provider networks and applications. Its Network Products and Solutions consist of various products designed for applications below 100G, and include 40G products. It combines its transmitter and receiver products into Transceiver modules.

NEOPHOTONICS CORPORATION (NYSE:NPTN) Recent Trading Information

NEOPHOTONICS CORPORATION (NYSE:NPTN) closed its last trading session down -0.08 at 11.11 with 720,981 shares trading hands.