This Statement consists of four sections:

Section I provides an overview; Section II sets forth Opnext, Inc.'s policies prohibiting insider trading; Section III explains insider trading; and Section IV consists of various procedures which have been put in place by Opnext, Inc. to prevent insider trading.

Preventing insider trading is necessary to comply with securities law and to preserve the reputation and integrity of Opnext, Inc. (the "Company") as well as that of all persons affiliated with it. "Insider trading" occurs when any person purchases or sells a security while in possession of inside information relating to the security. As explained in Section III below, "inside information" is information which is considered to be both "material" and "non-public." Insider trading is a crime and the penalties for violating the law include imprisonment, disgorgement of profits, civil fines of up to three times the profit gained or loss avoided, and criminal fines of up to $1,000,000 for individuals and $2,500,000 for entities. Insider trading is also prohibited by this Statement and could result in serious sanctions, including dismissal.

This Statement applies to all members of the Board of Directors ("directors"), officers, and employees of the Company and extends to all activities within and outside an individual's duties at the Company. Every officer, director and employee (together, the "Covered Persons" and each a "Covered Person") must review this Statement. The policies set forth in this Statement also apply to transactions by each Covered Person's (i) spouse, children or other relatives living in the same household ("family members"); (ii) corporations or other business entities controlled by the Covered Person or his family members; (iii) corporations or other business entities controlled by the Company; and (iv) trusts in which the Covered Person or any family member acts as trustee or otherwise has investment control. Questions regarding the Statement should be directed to Justin O'Neill, the compliance officer of the Company (the "Compliance Officer") at (510) 743-6800.

1. General Insider Trading Policy

   No Covered Person shall purchase or sell any type of security while in possession of material, non-public information relating to the security, whether the issuer of such security is the Company or any other company. To provide assistance in preventing inadvertent violations of applicable securities laws and to avoid the appearance of impropriety in connection with the purchase and sale of the Company securities, all transactions in Company securities (including without limitation, acquisitions and dispositions of Company common stock, the exercise of stock options and the sale of Company common stock issued upon exercise of stock options) by Covered Persons must be precleared by the Compliance Officer.

   Additionally, except for the exercise of options that does not involve the sale of Company's securities (e.g., a cashless exercise of a Company stock option involving the sale of Company securities therefore would not qualify under this exception) or transactions pursuant to a valid 10b5-1 Plan (defined below), no Designated Person (as defined below) shall purchase or sell any security of the Company during the period beginning three weeks before the end of any fiscal quarter of the Company and ending two days after the public release of earnings data for such fiscal quarter. For purposes of this Statement, "Designated Person" shall mean (i) the Company's directors, (ii) the Company's executive officers and (iii) certain employees of the Company who, because of their job responsibilities, are considered to be more likely to have access to material, non-public information and who are designated by the Company's Board of Directors.

   No Covered Person shall directly or indirectly tip material, non-public information to anyone who may trade while in possession of such information. In addition, material, non-public information generally should not be communicated to anyone outside the Company, or to anyone within the Company other than on a need-to-know basis.

2. Exception for Affirmative Defenses under Securities Exchange Act Rule 10b5-1

   The federal securities laws provide for an affirmative defense to certain insider trading violations when a transaction in securities is consummated in accordance with a contract, instruction or plan satisfying the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 (the "1934 Act"). Notwithstanding the trading preclearance requirement stated above (Section II.A.), a Covered Person shall not be required to preclear a transaction in Company securities if such transaction is executed pursuant to a valid contract, instruction or plan that provides an affirmative defense (a "10b5-1 Plan") pursuant to Rule 10b5-1 under the 1934 Act and such transaction is lawful under any applicable state securities laws, including without limitation Section 25402 of the California Corporate Securities Law of 1968, as amended.

   However, a 10b5-1 Plan cannot be entered into or adopted by a Covered Person when the Covered Person is in possession of material, non-public information related to the security, whether the issuer of such security is the Company or any other company. To provide assistance in preventing inadvertent violations of applicable securities laws and to avoid the appearance of impropriety in connection with the adoption of a 10b5-1 Plan, the adoption of any 10b5-1 Plan providing for transactions in the securities of the Company (including without limitation, acquisitions and dispositions of Company common stock, the exercise of stock options and the sale of Company common stock issued upon exercise of stock options) must be precleared by the Compliance Officer to confirm the absence of material non-public information at the time of such adoption. The Compliance Officer will not otherwise pass upon the conformity of the 10b5-1 Plan or its execution to the requirements of Rule 10b5-1 or any applicable state law, which shall be solely the responsibility of the Covered Person. In addition, any proposed amendment to, alteration of or deviation from an established 10b5-1 Plan will be treated as the adoption of a new 10b5-1 Plan, which must be precleared by the Compliance Officer. In connection with this preclearance, the Covered Person shall provide the Compliance Officer with a copy of the 10b5-1 Plan proposed to be entered into or adopted by the Covered Person.

   Additionally, no Covered Person shall enter into or adopt a 10b5-1 Plan providing for transactions in any security of the Company during the period beginning three weeks before the end of any fiscal quarter of the Company and ending two days after the public release of earnings data for such fiscal quarter.

As noted above, "insider trading" refers to the purchase or sale of a security while in possession of "material" "non-public" information relating to the security. "Securities" include not only stocks, bonds, notes and debentures, but also options, warrants and similar instruments. "Purchase" and "sale" are defined broadly under the federal securities law. "Purchase" includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security. "Sale" includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security. These definitions extend to a broad range of transactions including conventional cash-for-stock transactions, conversions, and acquisitions and exercises of warrants or puts, calls or other options related to a security. It is generally understood that insider trading includes the following:

• trading by insiders while in possession of material, non-public information;

• trading by persons other than insiders while in possession of material, non-public information where the information either was given in breach of an insider's fiduciary duty to keep it confidential or was misappropriated; or

• communicating or tipping material, non-public information to others, including recommending the purchase or sale of a security while in possession of such information.

1. What Facts are Material?

   The materiality of a fact depends upon the circumstances. A fact is considered "material" if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security or where the fact is likely to have a significant effect on the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company's business or to any type of security, debt or equity.

   Examples of material information include (but are not limited to) facts concerning: dividends; corporate earnings or earnings forecasts; mergers or acquisitions; major litigation; significant borrowings or financings; defaults on borrowings; and bankruptcies. Moreover, material information does not have to be related to a company's business. For example, the contents of a forthcoming newspaper column that is expected to affect the market price of a security can be material.

   A good general rule of thumb: when in doubt, do not trade.

2. What is Non-public?

   Information is "non-public" if it is not available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors through such media as Dow Jones, Reuters Economic Services, The Wall Street Journal, Associated Press, or United Press International. The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination.

   In addition, even after a public announcement, a reasonable period of time must lapse in order for the market to react to the information. Generally, one should allow approximately 48 hours following publication as a reasonable waiting period before such information is deemed to be public.

3. Who is an Insider?

   "Insiders" include officers, directors, and employees of a company and anyone else who has material inside information about a company. Insiders have independent fiduciary duties to their company and its stockholders not to trade on material, non-public information relating to the company's securities. All officers, directors and employees of the Company should consider themselves insiders with respect to material, non-public information about business, activities and securities. Officers, directors and employees may not trade the Company's securities while in possession of material, non-public information relating to the Company nor tip (or communicate except on a need-to-know basis) such information to others.

   It should be noted that trading by members of an officer's, director's or employee's household can be the responsibility of such officer, director or employee under certain circumstances and could give rise to legal and Company-imposed sanctions.

4. Trading by Persons Other than Insiders

   Insiders may be liable for communicating or tipping material, non-public information to a third party ("tippee"), and insider trading violations are not limited to trading or tipping by insiders. Persons other than insiders also can be liable for insider trading, including tippees who trade on material, non-public information tipped to them or individuals who trade on material, non-public information which has been misappropriated.

   Tippees inherit an insider's duties and are liable for trading on material, non-public information illegally tipped to them by an insider. Similarly, just as insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee's liability for insider trading is no different from that of an insider. Tippees can obtain material, non-public information by receiving overt tips from others or through, among other things, conversations at social, business, or other gatherings.

5. Penalties for Engaging in Insider Trading

   Penalties for trading on or tipping material, non-public information can extend significantly beyond any profits made or losses avoided, both for individuals engaging in such unlawful conduct and their employers. The Securities and Exchange Commission ("SEC") and Department of Justice have made the civil and criminal prosecution of insider trading violations a top priority. Enforcement remedies available to the government or private plaintiffs under the federal securities laws include:

   • SEC administrative sanctions;

   • securities industry self-regulatory organization sanctions;

   • civil injunctions;

   • damage awards to private plaintiffs;

   • disgorgement of all profits;

   • civil fines for the violator of up to three times the amount of profit gained or loss avoided;

   • civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other controlled person) of up to the greater of $1,000,000 or three times the amount of profit gained or loss avoided by the violator;

   • criminal fines for individual violators of up to $1,000,000 ($2,500,000 for an entity); and

   • jail sentences of up to 10 years.

   In addition, insider trading could result in serious sanctions by the Company, including dismissal. Insider trading violations are not limited to violations of the federal securities laws: other federal and state civil or criminal laws, such as the laws prohibiting mail and wire fraud and the Racketeer Influenced and Corrupt Organizations Act ("RICO"), also may be violated upon the occurrence of insider trading.

6. Examples of Insider Trading

   Examples of insider trading cases include actions brought against: corporate officers, directors, and employees who traded a company's securities after learning of significant confidential corporate developments; friends, business associates, family members, and other tippees of such officers, directors, and employees who traded the securities after receiving such information; government employees who learned of such information in the course of their employment; and other persons who misappropriated, and took advantage of, confidential information from their employers.

   The following are illustrations of insider trading violations. These illustrations are hypothetical and, consequently, not intended to reflect on the actual activities or business of the Company or any other entity.

   • Trading by Insider
     An officer of X Corporation learns that earnings to be reported by X Corporation will increase dramatically. Prior to the public announcement of such earnings, the officer purchases X Corporation's stock. The officer, an insider, is liable for all profits as well as penalties of up to three times the amount of all profits. The officer also is subject to, among other things, criminal prosecution, including up to $1,000,000 in additional fines and 10 years in jail. Depending upon the circumstances, X Corporation and the individual to whom the officer reports also could be liable as controlling persons.

   • Trading by Tippee
     An officer of X Corporation tells a friend that X Corporation is about to publicly announce that it has concluded an agreement for a major acquisition. This tip causes the friend to purchase X Corporation's stock in advance of the announcement. The officer is jointly liable with his friend for all of the friend's profits and each is liable for all penalties of up to three times the amount of the friend's profits. In addition, the officer and his friend are subject to, among other things, criminal prosecution, as described above.

The following procedures have been established, and will be maintained and enforced, by the Company to prevent insider trading. Every Covered Person is required to follow these procedures.

1. Pre-Clearance of Trades in Company Securities by All Covered Persons

   To provide assistance in preventing inadvertent violations of applicable securities laws and to avoid the appearance of impropriety in connection with the purchase and sale of Company securities, all transactions in Company securities (including without limitation, acquisitions and dispositions of Company common stock, the exercise of stock options and the sale of Company common stock issued upon exercise of stock options) by Covered Persons must be precleared by the Compliance Officer. If after consultation with the Compliance Officer it is determined that the Company and/or such Covered Person is in possession of material, non-public information, there may be no trading in Company securities.

   Additionally, except for the exercise of options that does not involve the sale of Company securities (e.g. a cashless exercise of a Company stock option involving the sale of Company securities therefore would not qualify under this exception) or transactions pursuant to a valid 10b5-1 Plan, no Covered Persons shall purchase or sell any security of the Company during the period beginning three weeks before the end of any fiscal quarter of the Company and ending two days after the public release of earnings data for such fiscal quarter.

2. Transactions Pursuant to 10b5-1 Plans and Pre-Clearance of 10b5-1 Plans

   Notwithstanding the trading preclearance requirement stated above (Section IV.A.), a Covered Person shall not be required to preclear a transaction in Company securities if such transaction is executed pursuant to a valid contract, instruction or plan that provides an affirmative defense (a 10b5-1 Plan) pursuant to Rule 10b5-1 under the 1934 Act and such transaction is lawful under any applicable state securities laws, including without limitation Section 25402 of the California Corporate Securities Law of 1968, as amended.

   However, a 10b5-1 Plan cannot be entered into or adopted by a Covered Person when the Covered Person is in possession of material, non-public information related to the security, whether the issuer of such security is the Company or any other company. To provide assistance in preventing inadvertent violations of applicable securities laws and to avoid the appearance of impropriety in connection with the adoption of a 10b5-1 Plan, the adoption of any 10b5-1 Plan providing for transactions in the securities of the Company (including without limitation, acquisitions and dispositions of Company common stock, the exercise of stock options and the sale of Company common stock issued upon exercise of stock options) must be precleared by the Compliance Officer to confirm the absence of material non-public information at the time of such adoption. The Compliance Officer will not otherwise pass upon the conformity of the 10b5-1 Plan or its execution to the requirements of Rule 10b5-1 or any applicable state law, which shall be solely the responsibility of the Covered Person. In addition, any proposed amendment to, alteration of or deviation from an established 10b5-1 Plan will be treated as the adoption of a new 10b5-1 Plan, which must be precleared by the Compliance Officer. In connection with this preclearance, the Covered Person shall provide the Compliance Officer with a copy of the 10b5-1 Plan proposed to be entered into or adopted by the Covered Person. If after consultation with the Compliance Officer it is determined that the Company and/or such Covered Person is in possession of material, non-public information, the Covered Person may not enter into or adopt the 10b5-1 Plan at such time.

   Additionally, no Covered Person shall enter into or adopt a 10b5-1 Plan providing for transactions in any security of the Company during the period beginning three weeks before the end of any fiscal quarter of the Company and ending two days after the public release of earnings data for such fiscal quarter.

3. Information Relating to the Company

   1. Access to Information

      Access to material, non-public information about the Company, including the Company's business, earnings or prospects, should be limited to officers, directors and employees of the Company on a need-to-know basis. In addition, such information should generally not be communicated to anyone outside the Company.

      In communicating material, non-public information to employees of the Company, all officers, directors and employees must take care to emphasize the need for confidential treatment of such information and adherence to the Company's policies with regard to confidential information.

   2. Inquiries From Third Parties

      Inquiries from third parties, such as industry analysts or members of the media, about the Company should be directed to Steve Pavlovich at (510) 743-6833 or Rebecca Anderson at (732) 544-3338.

4. Limitations on Access to the Company Information

   The following procedures are designed to maintain confidentiality with respect to the Company's business operations and activities.

   1. All officers, directors and employees should take all steps and precautions necessary to restrict access to, and secure, material, non-public information by, among other things:

      • maintaining the confidentiality of Company-related transactions;

      • conducting business and social activities so as not to risk inadvertent disclosure of confidential information. Review of confidential documents in public places should be conducted so as to prevent access by unauthorized persons;

      • restricting access to documents and files (including computer files) containing material, non-public information to individuals on a need-to-know basis (including maintaining control over the distribution of documents and drafts of documents);

      • promptly removing and cleaning up all confidential documents and other materials from conference rooms following the conclusion of any meetings;

      • disposing of all confidential documents and other papers, after there is no longer any business or other legally required need, through shredders when appropriate;

      • restricting access to areas likely to contain confidential documents or material, non-public information; and

      • avoiding the discussion of material, non-public information in places where the information could be overheard by others such as in elevators, restrooms, hallways, restaurants, airplanes or taxicabs.

   2. Personnel involved with material, non-public information, to the extent feasible, should conduct their business and activities in areas separate from other Company activities.

5. Avoidance of Certain Aggressive or Speculative Trading

   Covered Persons and their respective family members (including spouses, minor children, or any other family members living in the same household), should ordinarily not directly or indirectly participate in transactions involving trading activities which by their aggressive or speculative nature may give rise to an appearance of impropriety. Such activities would include the purchase of put or call options, or the writing of such options.

6. Execution and Return of Acknowledgment

   After reading this policy statement all Covered Persons should execute and return to the Compliance Officer the Certification of Compliance form attached hereto as "Attachment A" (with respect to outside directors) or "Attachment B" (with respect to officers, management directors and employees).

Dated: August 19, 2009

CERTIFICATION OF COMPLIANCE
RETURN BY _________, 200__
TO: Justin J. O'Neill, Compliance Officer
FROM: __________________________
RE: STATEMENT OF POLICIES AND PROCEDURES OF OPNEXT, INC. GOVERNING MATERIAL, NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING (DATED: August 19, 2009)
I have received, reviewed, and understand the above-referenced Statement of Policies and Procedures and hereby undertake, as a condition to my present and continued affiliation with Opnext, Inc., to comply fully with the policies and procedures contained therein.

I hereby certify, to the best of my knowledge, that during the calendar year ending ______________, 200__, I have complied fully with all policies and procedures set forth in the above-referenced Statement of Policies and Procedures.

___________________________ SIGNATURE	_______________ DATE
___________________________ TITLE

CERTIFICATION OF COMPLIANCE
RETURN BY _________, 200__
TO: Justin J. O'Neill, Compliance Officer
FROM: __________________________
RE: STATEMENT OF POLICIES AND PROCEDURES OF OPNEXT, INC. GOVERNING MATERIAL, NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING (DATED: August 19, 2009)
I have received, reviewed, and understand the above-referenced Statement of Policies and Procedures and hereby undertake, as a condition to my present and continued employment at Opnext, Inc., to comply fully with the policies and procedures contained therein.

I hereby certify, to the best of my knowledge, that during the calendar year ending ______________, 200__, I have complied fully with all policies and procedures set forth in the above-referenced Statement of Policies and Procedures.

___________________________ SIGNATURE	_______________ DATE
___________________________ TITLE