Exhibit
10.3


March 12, 2003


 


 


Re:  Retirement from JDS Uniphase - Frederick
Leonberger, Ph.D.


 


Dear Fred:


 


This letter
agreement (“Agreement”) shall confirm the terms of your retirement from your
employment with JDS Uniphase Corporation and its subsidiaries and affiliated
entities (“the Company” or “JDSU”) effective April 30, 2003 (the “Retirement
Date”).  The Effective Date of this
Agreement shall be the 8th day following your signature below.


 


Between now and
the Retirement Date you will continue to perform your regular job duties and
responsibilities as well as the transition of those duties and responsibilities
to employees designated by the Company.


 


On the Retirement
Date you will receive the following payments:


 


1.                                       All accrued but unpaid base salary as of
the Retirement Date;


2.                                       All accrued but unused vacation pay;


3.                                       All accrued but unused ESPP
contributions.


 


The Company and
you are parties to an Employment Agreement pertaining to the terms of your
employment and the termination thereof, dated July 6, 1999 (the “Employment
Agreement), which expires on July 6, 2004. 
Pursuant to the terms of the Employment Agreement, upon the occurrence
of certain events described therein you are entitled to certain payments and
benefits upon termination of your employment. 
In full satisfaction of any and all obligations of the Company under the
Employment Agreement and any other agreement between you and the Company, on
the Retirement Date the Company shall take the following actions and provide
the following benefits (collectively the “Retirement Benefits”): (a) cause all
stock options previously granted to you by the Company which would otherwise
vest between your Retirement Date and July 6, 2004 to be fully accelerated and
vested and which, together with all other vested stock options, and
notwithstanding any provision in any stock option grant agreement or plan to
the contrary, shall remain exercisable for the full remaining term of each such
stock option grant (for clarity only, any provision in any grant agreement
purporting to limit the post-termination exercise period to other than the full
term of such grant shall not apply); and (b) should you elect COBRA benefits
continuation following the termination of your employment the Company will pay
the premiums for such coverage for a period of eighteen (18) months (i.e.,
through October 30, 2004).


 


Further, in the
event of your (a) Disability (as defined in the Employment Agreement), or (b)
death, in either case occurring after the Effective Date but prior to the Retirement
Date, the Retirement Date as defined above shall instead, for all purposes 


 


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under this Agreement, be
considered to be the last date of your continuous active service with the
Company.


 


You agree that you
will remain subject to all provisions of the Company’s Policy Regarding Inside
Information and Securities Transactions until the opening of the trading window
following release of the Company’s Q3 FY2003 earnings at the end of April 2003.  You will also observe the provisions of the
Company’s Ethics Policy through the end of the March fiscal quarter.


 


Upon the
Retirement Date you will be deemed to have resigned all positions you hold
within JDS Uniphase and its subsidiaries, though you agree to execute such
other documents as may be required to effectuate your departure from such
positions.  The Company hereby reaffirms
its continuing obligations to you pursuant to the Company’s Articles, Bylaws, Delaware
law and previously executed indemnification agreements, to defend and indemnify
you against claims, actions and causes of action arising out of your employment
and service to the Company.


 


You agree that for a
period of one (1) year from your Retirement Date you will not, for
yourself or any third party, directly or indirectly, or employ (in the case
where you are an officer of the hiring company) any person who was employed by
the Company as of the Retirement Date without the Company’s prior written
consent.  This paragraph shall not apply
to those employees of the Company whose employment with JDSU was involuntarily
terminated by the Company.


 


Your obligation to
maintain the confidentiality of all Company proprietary and confidential
information, and any written agreements between you and the Company pertaining
thereto, shall survive the termination of your employment. Except as expressly
stated in this Agreement, any further rights under the Employment Agreements
shall be terminated as of the Effective Date of this Agreement, including without
limitation any right to severance benefits, payments, profit sharing, bonuses,
stock options, or other benefits.  This
Agreement shall represent the entire understanding between you and the Company
regarding the terms of your employment and termination of your employment, will
supersede any previous discussions and understandings and may not be modified
except in a writing signed by you and the Company.


 


In consideration of the terms of this Agreement, you
agree to release the Company, its subsidiaries and affiliated corporations and
its past and present officers, directors, employees and assigns from any claims
you may now have, whether known or unknown, including but not limited to,
claims arising from your employment, the Employment Agreement or other claims
for compensation (including profit sharing, bonus and severance payments),
stock options, claims arising out of contract or tort and any claims arising
under the Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act (ADEA), the Americans with Disabilities Act, the Connecticut
Fair Employment Practices Act, the Connecticut Family Medical Leave Act, 


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the California Fair
Employment and Housing Act, the and any other claims for violation of any
federal, state, or local law.


Notwithstanding the provisions of the preceding
paragraph, nothing in this Agreement shall be interpreted to release any claims
arising under or concerning your participation in the Company’s 401K Plan or
Deferred Compensation Plan.


You agree that
this release specifically covers known and unknown claims and you waive any
rights you may have under Section 1542 of the California Civil Code or under
any comparable law of any other jurisdiction. Section 1542 states: “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor”.


 


You agree that you
have been advised that you have twenty-one (21) days to consider the terms
of this Agreement (but may sign it at any time beforehand if you so desire),
and that you can consult an attorney in doing so. You also understand that you
can revoke your acceptance of the terms of this Agreement within seven (7)
days of signing it by sending a certified letter to that effect to the
Company’s General Counsel. 
Notwithstanding the foregoing, you agree that the portion of this
Agreement that pertains to the release of claims under the ADEA shall not
become effective or enforceable until the seven (7) day revocation period
has expired, but that all other terms of this Agreement will become effective
upon your signature below.


 


Please confirm
your acceptance of the foregoing by signing below.


 


Fred, on behalf of
all of us at JDS Uniphase I want to thank you for your many contributions to
the Company.  We wish you the best in
your retirement, but hope that we may continue to count on your advice and counsel
in the future.


 


	
   

  	
  Very Truly Yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Ronald C. Foster

  	
   

  
	
   

  	
  Ronald C. Foster

  
	
   

  	
  Executive Vice
  President and

  
	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
  Agreed and Accepted:

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Frederick Leonberger, Ph.D.

  	
   

  	
  March 12, 2003

  	
   

  
	
  Frederick Leonberger, Ph.D.

  	
   

  
				



 


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