Opnext, Inc. Preferred Provider Agreement

Exhibit 10.15 PREFERRED PROVIDER AGREEMENT THIS PREFERRED PROVIDER AGREEMENT (as amended, supplemented or otherwise modified from time to time, this " Agreement" ) is made and entered into as of the 31st day of July, 2001 (the " Effective Date" ), by and between HITACHI, LTD., a corporation existing under the laws of Japan (" Hitachi" ), and OPNEXT, INC., a Delaware corporation (the " Company" ). WHEREAS, the Company, Hitachi, Clarity Partners, L.P., a Delaware limited partnership (" Clarity" ), Clarity OpNext Holdings I, LLC, a Delaware limited liability company (" Holdings I" ), and Clarity OpNext Holdings II, LLC, a Delaware limited liability company (" Holdings II ," and collectively with Clarity and Holdings I, the " Clarity Parties" ), are parties to that certain Amended and Restated Stock Purchase Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the " Stock Purchase Agreement" ), pursuant to which, among other things, (i) Hitachi agreed to capitalize OpNext Japan, Inc., a corporation existing under the laws of Japan (" OpNext Japan" ), and to cause OpNext Japan to use such funds to purchase certain assets from Hitachi pursuant to a Business Transfer Agreement, dated as of December 6, 2000, between OpNext Japan and Hitachi, and (ii) Hitachi agreed to contribute its common stock of OpNext Japan to the Company in exchange for common stock in the Company pursuant to a Stock Contribution Agreement, dated as of the date hereof, between the Company and Hitachi (as amended, supplemented or otherwise modified from time to time, the " Stock Contribution Agreement" ); and WHEREAS, upon consummation of the transactions contemplated by the Stock Purchase Agreement and the Stock Contribution Agreement, (i) Hitachi and the Clarity Parties will jointly own the Company; and (ii) OpNext Japan will be a wholly-owned Subsidiary of the Company; and WHEREAS, the Company, OpNext Japan, and the Company' s other direct and indirect Subsidiaries (collectively, the " OpNext Group" ) will continue to operate the Business; and WHEREAS, pursuant to Section 3(a)(viii) of the Stock Purchase Agreement, Hitachi and the Company have agreed to enter into a Preferred Provider Agreement on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual premises and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement do hereby agree as follows: 1. Certain Definitions . Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Stock Contribution Agreement. In addition, as used in this Agreement, the following terms shall have the meanings ascribed to them below: 1.1 " Optronic Components" shall mean any components or products produced, marketed and/or sold as of or after the Effective Date by any member of the OpNext Group for use in any form of data communications system, cable


system, fiber optic system, wireless system and/or other similar systems (including without limitation transmitters, receivers, transceivers, laser diode modules, photo diode modules, parallel optical interconnectors, lasers, photodiodes, modulators, amplifier modules, optical switches and optical wave guides). As used herein, the term Optronic Components shall also mean such components or products as described in the preceding sentence that are produced, marketed and/or sold by entities other than the OpNext Group. 1.2 " Qualified Public Offering" shall have the meaning set forth in the Stockholders' Agreement of even date herewith, between Clarity, Holdings I, Holdings II, Hitachi and the Company. 2. Sale and Supply of Optronic Components . Subject to the terms and conditions of this Agreement, Hitachi agrees to use the OpNext Group as its preferred provider (subject to the terms and conditions set forth in Section 2.1 below) for Optronic Components. 2.1 Preferred Provider . Subject to Hitachi' s needs for such products, Hitachi agrees to purchase all of its requirements for products of the type or similar to those included within the definition of Optronic Components from the Company or any other member of the OpNext Group offering Optronic Components for sale during the term of this Agreement, subject to the following terms and conditions with respect to each purchase of such products: (i) the Optronic Components being offered by the Company (or such other member of the OpNext Group) shall be suitable for Hitachi' s requirements for volume, specifications and quality (it being agreed that an Optronic Component will be deemed to be of suitable specifications and quality if it substantially conforms to the specifications and quality standards set by Hitachi for the specific product); (ii) the pricing to Hitachi for the applicable Optronic Components shall be at or below the aggregate price(s) at which a comparable volume of Optronic Components with substantially the same specifications and quality could be purchased in the market; and (iii) the Optronic Components being offered shall meet Hitachi' s customary requirements for delivery schedule; provided , however , Hitachi' s foregoing commitment shall be reduced to the extent (a) Hitachi' s customers require Optronic Components to be purchased from multiple vendors, in which case Hitachi shall use Commercially Reasonable Efforts to obtain written notice thereof from such customers, and to the extent Hitachi is unable to obtain written notice from a customer after Commercially Reasonable Efforts, Hitachi shall provide the Company with written notice thereof; (b) Hitachi' s customers require that Optronic Components be purchased from vendors other than a member of the OpNext Group, in which case Hitachi shall use Commercially Reasonable Efforts to obtain written notice thereof from such customers, and to the extent Hitachi is unable to obtain written notice from a customer after Commercially Reasonable Efforts, Hitachi shall provide the Company with written notice thereof; (c) prudent business practices require Hitachi to maintain a second supply source for certain Optronic Components;

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(d) the Company (or such other member of the OpNext Group) is unable to meet Hitachi' s or its customers' written, good faith requirements for technical support and technical data; or (e) the Company (or such other member of the OpNext Group) is not able to meet Hitachi' s or its customers' written, good faith requirements concerning time-to-market for new products; provided , further , Hitachi may only purchase Optronic Components from vendors other than members of the OpNext Group pursuant to clause (c) above in any trailing twelve (12)-month period if, and only in the amount by which, Hitachi' s aggregate purchases pursuant to clauses (a) and (b) above (if any) are less than twenty-percent (20%) of Hitachi' s total purchases (based on purchase price) of Optronic Components from all vendors (including members of the OpNext Group) during such trailing twelve (12)-month period, and in no event shall Hitachi' s purchases pursuant to clause (c) exceed twenty-percent (20%) of Hitachi' s total purchases of Optronic Components from vendors other than members of the OpNext Group during such trailing twelve (12)-month period. 2.2 Specifications . Notwithstanding any provision of this Agreement to the contrary, Hitachi shall provide written notice to the Company (or such other member of the OpNext Group) of the specifications for each Optronic Component that Hitachi intends to purchase (whether from the Company, its Subsidiaries or any other supplier of such component) for incorporation into Hitachi products as soon as reasonably possible after Hitachi has determined such specifications. Hitachi shall provide written notice to the Company (or such other member of the OpNext Group) of any modification to such specifications as soon as reasonably possible after Hitachi has determined such modified specifications. 3. Definitive Procurement Agreement . 3.1 Procurement Agreement . Subject to the terms and conditions set forth herein, Hitachi and OpNext Japan shall, simultaneous with the execution of this Agreement, enter into a definitive procurement agreement on commercially reasonable terms pursuant to which Hitachi may purchase Optronic Components from OpNext Japan (the " Procurement Agreement" ). The Procurement Agreement will contain the definitive terms for Hitachi' s purchase of any Optronic Components from OpNext Japan, including but not limited to the following: (i) price and payment terms; (ii) establishment of a rolling forecast of demand by Hitachi for its Optronic Components needs; (iii) shipment and delivery terms; (iv) title and risk of loss; (v) inspection rights; (vi) quality control; (vii) warranty(ies); (viii) intellectual property rights; and (ix) modification and cancellation of purchase orders. The Procurement Agreement and any other procurement agreement entered into between Hitachi and any other member of the OpNext Group shall in all cases be subject to the terms and conditions set forth in Section 2.1 hereof. The Procurement Agreement shall be governed by the laws of Japan and any dispute arising therefrom shall be arbitrated in accordance with Section 8 and Exhibit A hereof. In the event that Optronic Components are offered for sale

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by any other member of the OpNext Group (other than OpNext Japan), Hitachi and such other member of the OpNext Group will enter into a definitive procurement agreement on substantially the same terms as the Procurement Agreement (except that the governing law shall be the jurisdiction of organization of such other member of the OpNext Group). 4. Administration of Relationship . 4.1 Designation of Representatives . Each of the Company and Hitachi will designate one (1) individual (each, a " Representative" ) in writing to manage its sale or purchase, as applicable, of the Optronic Components to or from the other party and to coordinate its activities under this Agreement with the other party. The initial Representative for the Company will be Harry Bosco, and the initial Representative for Hitachi will be Eiji Aoki. The Representative for each party may be replaced from time to time by that party and such party shall promptly provide written notice thereof to the other party. 4.2 Meetings of Representatives . The Representatives from the Company and Hitachi will schedule formal meetings, at mutually agreeable times at least bi-monthly during the term of this Agreement to be attended by authorized management personnel of both parties with responsibility for and authority over the matters to be discussed at such meetings. At such meetings, the parties will discuss the status of the activities contemplated under this Agreement as well as, among other things: (i) the status of any outstanding purchase orders, including any actual or anticipated delays in meeting the delivery schedules or quantities specified in such purchase orders; (ii) any current or anticipated Optronic Component shortages or third-party customer requirements that could adversely affect the ability of a party to meet the other party' s Optronic Component needs; (iii) the OpNext Group' s pricing for Optronic Components relative to market prices; (iv) the OpNext Group' s delivery times for Optronic Components relative to the delivery times of competing suppliers; and (v) any modifications of Optronic Component specifications that may be necessary to satisfy the needs of the other party. Similar meetings shall be held at least quarterly during the term of this Agreement to discuss, among other things, Hitachi' s anticipated future Optronic Component requirements. 4.3 Product Evolution Meetings . Beginning within sixty (60) days after the Effective Date and no less than every six (6) months thereafter, the Representatives will have formal meetings at mutually agreeable times during the term of this Agreement, to be attended by authorized management personnel of both parties, to discuss all relevant information (including without limitation the following information: (i) current and anticipated product development plans; (ii) anticipated product evolution; (iii) market trends; (iv) technological advances; (v) end-user satisfaction data; and (vi) end-user requirements and demands) related to the development and evolution of Hitachi products that are reasonably anticipated over the next

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twenty-four (24) month period that might incorporate Optronic Components or products that the OpNext Group could reasonably develop during the relevant time period. During these meetings, Hitachi shall at a minimum share with the Company information substantially similar to that information shared with any other entity that makes components or products similar to the Optronic Components. Such discussions will be for informational purposes only, and any proposed product developments and the like emanating from such discussions will not be binding on either party. Notwithstanding anything to the contrary contained in this Section 4.3, the parties acknowledge and agree that Hitachi shall not be obligated to disclose to the Company any information to the extent such disclosure would result in a breach of Hitachi' s confidentiality obligations to any other Person; provided , however , Hitachi shall notify the Company in writing of any failure by Hitachi to disclose information covered by this Section 4.3 in order to avoid breaching its confidentiality obligations to any other Person; provided further , Hitachi shall use Commercially Reasonable Efforts (including assisting the Company in entering into confidentiality agreements with such other Person) to enable Hitachi to disclose such information to the Company without Hitachi breaching its confidentiality obligations to such other Person. 5. Term and Termination . 5.1 Term . The initial ter ...