SVP & CFO Offer of Employment - Cal Hoagland

Exhibit 10.4

March 24, 2006

Mr. Cal Hoagland

OFFER OF EMPLOYMENT

Dear Cal: I am very pleased to extend to you this offer of employment to join Avanex (the " Company" ).

The position offered to you is that of Senior Vice President, Chief Financial Officer. Your place of work will be at the Company' s offices in Fremont, California and you will report to Jo Major, President and CEO. This is a full-time, regular, exempt position of considerable responsibility, integral to our continued business development and success. In this position you will be expected to devote your full business time, attention and energies to the performance of your duties with the Company.

The specifics of this offer are as follows:

Base Salary: You will be compensated at a bi-weekly rate of $10,000.00, paid every other Friday, subject to the usual, required withholding in accordance with the Company' s normal payroll procedures. (This represents an equivalent annual rate of pay of $260,000.00).

Annual Bonus: You will be eligible to participate in the Executive Bonus Plan in accordance with the guidelines as established by the Compensation Committee of the Board. Under this plan your annual target bonus amount will be 60% of your base salary.

Stock Options: Subject to approval by the Compensation Committee of the Board of Directors, you will be granted a stock option under terms and conditions of the grant agreement under the Company' s 1998 Stock Plan (the " Plan" ), as attached and incorporated herein, to purchase 450,000 shares of the Company' s Common Stock at an exercise price equal to the then current fair market value on the date of grant, as determined under the Plan (the " Option" ).

Restricted Stock Units: Subject to approval by the Compensation Committee of the Board of Directors, you will be granted 250,000 shares of restricted stock unit under the terms and conditions of the grant agreement under Company' s 1998 Stock Plan, as attached and incorporated herein. The terms and conditions of the grant will be included in the Grant Agreement after 6-8 weeks of your start date.

Offer of Employment

Page 2

Employment Terms:

ullet In the event that Mr. Hoagland' s employment is terminated without cause after the commencement of employment, he shall be entitled to receive severance according to the Company' s standard severance policy for executive officers of the company, as incorporated herein.

ullet For this purpose, " cause" is defined as (1) any act of personal dishonesty taken by you in connection with your responsibilities as an employee and intended to result in your substantial personal enrichment, (2) your conviction of a felony that is injurious to Avanex, or (3) a willful act by you that constitutes gross misconduct and which is injurious to Avanex. ullet The change in control and acceleration of vesting and post-termination periods of exercisability will be determined by the standard policy under the 1998 stock plan and stock agreements between you and the Company, both of which documents are incorporated b ...