X0303 4 2010-02-22 0 0001138639 INFINERA CORP INFN 0001399121 Fallon Thomas J C/O INFINERA CORPORATION 169 JAVA DRIVE SUNNYVALE CA 94089 1 1 0 0 President & CEO Common Stock 0 D Common Stock 202978 I See footnote Common Stock 107454 I See footnote Common Stock 107454 I See footnote Common Stock 10774 I See footnote Employee Stock Option (right to buy) 13.00 2010-02-22 4 D 0 206250 D 2017-06-06 Common Stock 206250 0 D Employee Stock Option (right to buy) 7.61 2010-02-22 4 A 0 130556 A 2017-06-06 Common Stock 130556 130556 D Employee Stock Option (right to buy) 13.00 2010-02-22 4 D 0 125000 D 2018-02-28 Common Stock 125000 0 D Employee Stock Option (right to buy) 7.61 2010-02-22 4 A 0 84500 A 2018-02-28 Common Stock 84500 84500 D Excludes 2,908 shares acquired by the Reporting Person under the Infinera Corporation Employee Stock Purchase Plan on February 16, 2010 which were re-registered on February 17, 2010 and are now held directly by the Fallon Family Revocable Trust dated 9/7/94 (the "Fallon Family Trust"). Includes 84,483 shares previously held directly by the Shannon F. Fallon 2008 Annuity Trust A which were re-registered on February 4, 2010 and are now held directly by the Fallon Family Trust, 84,483 shares previously held directly by the Thomas J. Fallon 2008 Annuity Trust A which were re-registered on February 4, 2010 and are now held directly by the Fallon Family Trust and 2,908 shares previously held directly by the Reporting Person which were re-registered on February 17, 2010 and are now held directly by the Fallon Family Trust. Shares held directly by the Fallon Family Trust for which the Reporting Person serves as trustee. Excludes 84,483 shares previously held directly by the Shannon F. Fallon 2008 Annuity Trust A which were re-registered on February 4, 2010 and are now held directly by the Fallon Family Trust. Shares held directly by the Shannon F. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee. Excludes 84,483 shares previously held directly by the Thomas J. Fallon 2008 Annuity Trust A which were re-registered on February 4, 2010 and are now held directly by the Fallon Family Trust. Shares held directly by the Thomas J. Fallon 2008 Annuity Trust A for which the Reporting Person serves as trustee. Shares held directly by the Reporting Person as a trustee for his minor children. The Reporting Person disclaims beneficial ownership of the shares held in trusts for his minor children, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares held in trusts for his minor children for purposes of Section 16 or for any other purpose. The option provided for vesting in sixty equal monthly installments beginning on May 24, 2007. On February 22, 2010, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on June 6, 2007. Each exchanged option to purchase one share of common stock was replaced with a new option to purchase a number of shares of common stock equal to the number of options exchanged multiplied by 0.633 which represents an exchange ratio based on the exercise price of the exchanged option, subject to rounding. The option vests in thirty-six equal monthly installments beginning on March 5, 2010. The option provided for vesting in sixty equal monthly installments beginning on March 28, 2008. On February 22, 2010, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on February 28, 2007. Each exchanged option to purchase one share of common stock was replaced with a new option to purchase a number of shares of common stock equal to the number of options exchanged multiplied by 0.676 which represents an exchange ratio based on the exercise price of the exchanged option, subject to rounding. The option vests in forty-eight equal monthly installments beginning on March 5, 2010. /s/ Michael O. McCarthy, by power of attorney 2010-02-24