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Exhibit 10.21 AMENDMENT TO
MANAGEMENT RETENTION AGREEMENT WHEREAS, Stratos International, Inc., a Delaware corporation (the
Corporation) and James W. McGinley (Executive) entered into a Management
Retention Agreement on or about October 17, 2002, as amended (the Agreement); WHEREAS, the Corporation and the Executive wish to amend the Agreement as
set forth below; and WHEREAS, Section 9(b) of the Agreement provides that it can be amended at
any time by a written agreement executed by the Executive and an authorized
officer of the Corporation. NOW, THEREFORE, BE IT RESOLVED, that the Agreement be and it hereby is
amended as follows, effective immediately: 1. The introductory language to Section 3(a) of the Agreement is hereby
amended and restated to add a new clause (iii), to read as follows: If, within thirty-six (36) months following a Change of Control,
Executives employment is terminated: (i) involuntarily by the Company
other than for Cause, death or Disability, (ii) voluntarily by Executive
for Good Reason, or (iii) by Executive for any reason (or no reason) at
any time after the earlier of (A) the substantial conclusion of the
Companys exploration of various strategic alternatives to maximize
shareholder value, including any sale of the Company or other change of
control transaction (as described in the Companys press release dated
May 19, 2004) and (B) January 1, 2005 (provided, however, that if the
Company signs a bona fide definitive agreement to effectuate the
transactions described in clause (A) before January 1, 2005, then the
January 1, 2005 date shall be extended until the closing or termination
of such definitive agreement), then Executive shall be entitled to the
following benefits: 2. Section 3(b) is amended and restated to read as follows: Except as otherwise provided in Section 3(a), if Executives employment
terminates by reason of Executives voluntary resignation and is not for
Good Reason, or if Executive is terminated for Cause, then Executive
shall not be entitled to receive severance or other benefits except for
those, if any, as may then be established under the Companys then
existing severance and benefits plans or pursuant to other written
agreements with the Company. 3. A new Section 9(i) is hereby added to the Agreement, to read as
follows: "(i) During employment, Executive will continue to endeavor to perform
the duties and responsibilities reasonably requested of him by the Board,
including facilitating the transaction described in clause (iii)(A) of
the introductory language of Section 3(a) and working well with all of
the members of the management team. Executive will report to Board and
be evaluated like other key executives. 4. A new Section 9(j) is hereby added to the Agreement, to read as
follows:




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"(j) Executive agrees that he will resign as a director of the
Company promptly upon termination of Executives employment by the
Company. 5. A new Section 9(k) is hereby added to the Agreement, to read as
follows: "(l) Executive will not make any disclosure, issue any public statements
or otherwise cause to be disclosed any information which is designed,
intended, or is reasonably anticipated to disparage the Company or the
Companys officers, directors, employees, business or prospects. The
provisions of this Section 9(k) shall not be deemed to prohibit Executive
from competing with the Company to the extent Executive is not prohibited
from competing with the Company pursuant to Section 11 of this
Agreement. The Company will not make, and will not permit its officers,
directors or employees to make, any disclosure, issue any public
statements or otherwise cause to be disclosed any information which is
designed, intended or is reasonably anticipated to disparage Executive or
Executives performance during the period Executive was employed by the
Company. The foregoing provisions of this Section 9(k) shall not apply
in any litigation or dispute resolution procedure selected or utilized by
either party. 6. A new Section 10 is hereby added to the Agreement, to read as
follows: 10. Release. (a) Definition of Released Subject Matters. The term Released
Subject Matters means and includes any and all matters relating or
pertaining to or arising out of any agreement, arrangement, understanding
or relationship between Executive and the Company, including
specifically, but not by way of limitation, matters which may arise at
common law, whether negligent or intentional, or under federal, state or
local statutes, including without limitation the Fair Labor Standards
Act, the Employee Retirement Income Security Act, the National Labor
Relations Act, Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act (ADEA), the Rehabilitation Act of
1973, the Equal Pay Act, the Americans with Disabilities Act, applicable
civil rights acts and applicable labor and employment statutes; provided,
that the term Released Subject Matters shall not include the obligations
imposed by this Agreement, any matters arising after the date of this
Agreement, and any rights of Executive to indemnification, insurance or
exculpation in connection with Executives service as a director or
officer of the Company. (b) Release by the Company. The Company and its successors and
assigns hereby irrevocably and unconditionally releases, acquits and
forever discharges Executive and his present and former heirs,
representatives and attorneys (the Executive Released Parties), from
any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of action,
suits, rights, demands, costs, losses, debts and expenses (including
attorneys fees and costs actually incurred) of any nature whatsoever,
known or unknown, suspected or unsuspected, which have arisen out of, or
which may arise with respect to, the Released Subject Matters, including,
but not limited to (yet subject to the proviso in Section 10(a) above),
claims arising out of alleged violations of any contracts, express or
implied, any covenant of good faith and fair dealing, express or implied,
or any tort, or the violation of any federal, state or other governmental
statute, regulation, or ordinance, which the Company and its successors
and assigns at any time hereinafter may have, own or hold, or claim to
have, own or hold against each or any of the Executive Released Parties. -2-




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(c) Release by Executive. Executive, on behalf of himself, his
heirs, successors and assigns, hereby irrevocably and unconditionally
releases, acquits and forever discharges the Company and each of the
Companys present and former agents, directors, officers, employees,
representatives, attorneys, parents and subsidiaries, and all persons
acting by, through, under or in concert with the Company (the Company
Released Parties), from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages,
actions, causes of action, suits, rights, demands, costs, losses, debts
and expenses (including attorneys fees and costs actually incurred) of
any nature whatsoever, known or unknown, suspected or unsuspected, which
have arisen out of, or which may arise with respect to, the Released
Subject Matters, including, but not limited to(yet subject to the proviso
in Section 10(a) above), claims arising out of alleged violations of any
contracts, express or implied, any covenant of good faith and fair
dealing, express or implied, or any tort, or the violation of any
federal, state or other governmental statute, regulation, or ordinance,
which Executive and his heirs, successors or assigns at any time
hereinafter may have, own or hold, or claim to have, own or hold against
each or any of the Company Released Parties. Executive understands that
he is waiving any claims for age discrimination under the ADEA for all
claims arising on or prior to the date of this Agreement. Executive
understands that he has 21 days to consider this Agreement and if he
signs this Agreement before the lapse of the 21 day period, his decision
to accept such shortening of time is knowing and voluntary, and without
coercion. Executive understands that under the ADEA he has 7 days from
the execution of this Agreement to revoke this Agreement and this
Agreement will not become effective or enforceable until the 7-day
revocation period has expired. (d) Covenants Not to Sue. From and after the date of this
Agreement, the Company covenants not to institute, either on its own
behalf or on behalf of any other person or entity, any action or suit at
law or in equity, nor to institute, to prosecute or in any way to aid in
the institution or prosecution of any claim, demand, action, or cause of
action for damages, costs, expenses, or compensation for or on account of
any damage, loss or injury either to person or property, or both, whether
developed or undeveloped, resulting or to result, known or unknown, past,
present or future, against the Executive Released Parties arising out of
the Released Subject Matters. From and after the date of this Agreement,
Executive covenants not to institute, either in his individual capacity
or on behalf of any other person or entity, any action or suit at law or
in equity, nor to institute, to prosecute or in any way to aid in the
institution or prosecution of any claim, demand, action, or cause of
action for damages, costs, expenses, or compensation for or on account of
any damage, loss or injury either to person or property, or both, whether
developed or undeveloped, resulting or to result, known or unknown, past,
present or future, against the Company Released Parties arising out of
the Released Subject Matters. 7. A new Section 11 is hereby added to the Agreement, to read as
follows: 11. Noncompete. (a) Noncompete Agreement. Executive acknowledges that the Company
conducts a broad and evolving range of businesses and because of the
nature of the Companys businesses, the Company operates on a global
basis. Executive also understand that the nature of his duties for the
Company exposes him to the Companys proprietary trade secrets and
know-how as well as all information related to the Companys businesses,
strategies, operations, technology, systems, processes, financial
affairs, management, and organizational and personnel matters that is not
generally known outside of the Company, and that this information is the
key to the Companys competitive advantage. If between August 27, 2004
and January 1, 2005 the Company signs a bona fide definitive agreement to
effectuate a Change of Control and such -3-




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Change of Control is consummated (whether before or after January 1,
2005), Executive agrees that he will not, directly or indirectly, in any
capacity during employment and during the six months following the
termination of his employment, within the Geographic Scope, engage in any
Competitive Activity. For purposes of this Agreement, Geographic Scope
means the United States and Competitive Activity means the design,
development, manufacture and sale of active or passive optical
subsystems, optoelectronic subsystems, and Rf microwave and interconnect
products to original equipment manufacturers for use in the telecom,
enterprise, military and video markets. Executive understands and agrees
that the covenants in this Section 11 are an integral component of the
consideration for this Agreement, and that, to the extent the provisions
of this Section 11 may limit his ability to earn a livelihood in a
business similar to the Companys business for a period of time (which
Executive understands may be the case), this limitation is reasonable and
necessary to protect the legitimate business interests of the Company. (b) General. Executive acknowledges that the scope, location and
duration of the restrictions on his activities under this Agreement are
reasonable and necessary to protect the legitimate business interests of
the Company, and that the Company would not have entered into this
Agreement unless Executive agreed to such restrictions. If a court,
mediator or arbitration tribunal determines that any provision contained
in this Agreement is unenforceable, then the effect of such provision
will be limited and restricted so as to permit the provision to be
enforceable or, if that is not possible, such provision will be removed
from this Agreement. In either case, this Agreement should be
interpreted (even if modified) to achieve the intent expressed, and the
other provisions of this Agreement will remain in force and unmodified.
Because money damages (i.e., damages at law) for the breach or
threatened breach of Executives obligations under this Agreement would
be inadequate to properly compensate for losses resulting from my breach,
the Company may seek injunctive relief or specific performance or other
remedies in equity for such a breach or threatened breach, without
first being obligated to post any bond or to show actual damages. No
equitable remedy will be the exclusive remedy for any breach. In
addition, the Company may also obtain any other remedies available at
law, in equity or under this Agreement. However, nothing in this
Agreement will prevent Executive from defending any claim on its merits.
In the event of any dispute relating to this Agreement, Executive
consents to the personal jurisdiction of the state and federal courts
located in Cook County, Illinois. This Agreement does not negatively
affect any rights or protections that the Company may have under statute
or common law regarding any matters described in this Agreement. 8. A new Section 12 is hereby added to the Agreement, to read as
follows: 12. Additional Payments. The Company agrees that, if between August 27,
2004 and January 1, 2005 the Company signs a bona fide definitive
agreement to effectuate a Change of Control and consummates such Change
of Control (whether before or after January 1, 2005), then within ten
(10) days after the consummation of such Change of Control, Executive
will receive the amount in cash set forth in the table below: Price Per Share Received by CompanyStockholders in the Change of Control Transaction
    
    Payment Amount$5.54 or below
    
    $0$5.55 to $6.10
    
    $100,000$6.11 to $6.71
    
    $140,238$6.72 to $7.38
    
    $184,499$7.39 to $8.12
    
    $233,186$8.13 to $8.93
    
    $286,742$8.94 to $9.82
    
    $345,654$9.83 to $10.81
    
    $410,457$10.82 to $11.89
    
    $481,740$11.90 to $13.08
    
    $560,152$13.08 to $14.39
    
    $646,404$14.40 to $15.82
    
    $741,282$15.83 to $17.41
    
    $845,648$17.42 to $19.15
    
    $960,450$19.16 to $21.07
    
    $1,086,733$21.08 to $23.17
    
    $1,225,643$23.18 or above
    
    $1,378,445
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All references to this Agreement shall mean the Agreement as amended by
this Amendment. The parties hereby agree to all of the provisions of this
Amendment. Except as amended hereby, the Agreement does and shall remain in
full force and effect. IN WITNESS WHEREOF, each of the parties has executed this Amendment, in
the case of the Company by its duly authorized officer, as of August 27, 2004. STRATOS INTERNATIONAL, INC.
    
    EXECUTIVEBy: /s/ David A. Slack
Name:   David A. Slack
Title:   Chief Financial Officer
    
    /s/ James W. McGinley
James W. McGinley
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