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DEPARTURE OF DIRECTORS OR CERTAIN

2016 Target Bonus Program

On April 18, 2016, the Compensation Committee (the Compensation Committee) of the Board of Directors of NeoPhotonics Corporation (the Company) approved

a 2016 performance bonus program (the 2016 Bonus Program) for the Companys executive officers and other employees.

The Compensation Committee structured target bonuses for the fiscal year 2016 so that payouts would be determined based in part on achievement against corporate objectives, including:

Non-GAAP net income from operations for the fiscal year 2016; and

Completion of research and development product platforms expected to generate profitable revenue in fiscal year 2016 and beyond.

For target bonuses for the fiscal year 2016, the Compensation Committee established performance goals for each of the above metrics that are aligned with corporate objectives. While these various performance goals were selected, they are merely non-binding guidelines to be used as one factor in determining the actual bonuses earned.

The Compensation Committee may in its discretion award up to fifty percent (50%) of the final earned 2016 bonuses to senior management and U.S. director level employees in the form of restricted stock units.

It is expected that, in the first quarter of 2017, the Compensation Committee will review the Companys fiscal year 2016 corporate performance against each of the corporate goals and other aspects of corporate and individual performance to determine any actual bonus awards for performance related to the fiscal year 2016.

Target bonus percentages for the Companys named executive officers for the prior years (2015) bonus program were established by the Compensation Committee in July 2015, as previously disclosed in the Companys Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 24, 2015.It is expected that the Compensation Committee will review these target bonus percentages later in 2016 to evaluate whether they should be modified for the 2016 Bonus Program.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Arch

Date:

NEOPHOTONICS CORPORATION

By:

/s/ Clyde R. Wallin

Clyde R. Wallin

Senior Vice President and Chief Financial Officer

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Other recent filings from the company include the following:

SVP of NeoPhotonics Corporation just disposed of 2,272 shares - April 15, 2016
SVP of NeoPhotonics Corporation just cashed-in 2,000 options - April 14, 2016
NeoPhotonics Corporation's VICE PRESIDENT GLOBAL PRODUCT just disposed of 6,271 shares - April 13, 2016
SVP of NeoPhotonics Corporation just disposed of 8,336 shares - April 13, 2016