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                                                                    EXHIBIT 4.22

                             BOOKHAM TECHNOLOGY PLC
                          EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Bookham Technology plc Employee Stock Purchase Plan is to
provide eligible employees of the Company's subsidiaries an opportunity to
purchase ordinary shares of the Company in the form of American Depositary
Shares (ADSs). The Board of the Company believes that employee participation in
stock ownership will be to the mutual benefit of the employees and the Company.

It is the intention of the Company that the rights to purchase common stock
granted under this Plan be considered options issued under an "employee stock
purchase plan" as that term is defined in Section 423(b) of the Internal Revenue
Code of 1986, as amended (the "Code"). The provisions of this Plan shall be
construed to extend and limit participation in a manner consistent with the
requirements of Section 423(b) of the Code.

The Plan was approved by the Company's stockholders on June 12, 2002.

                                    ARTICLE I
                                   DEFINITIONS

       Sec. 1.01 "Administrator" means the Administrator appointed by the Board
to administer the Plan, as provided in Article V.

       Sec. 1.02 "Board" means the Board of Directors of the Company.

       Sec. 1.03 "Code" means the Internal Revenue Code of 1986, as amended.
References to specific sections of the Code shall be taken to include references
to corresponding sections of any successor statute.

       Sec. 1.04 "Company" means Bookham Technology plc or any successor by
merger or otherwise.

       Sec. 1.05 "Compensation" means a Participant's base salary.

       Sec. 1.06 "Effective Date" shall mean July 13, 2002 or such other date
determined by the Board.

       Sec. 1.07 "Election Date" means 30 days before each January 1st, or such
other dates as the Administrator shall specify. The first Election Date for the
Plan shall be 30 days before the Effective Date.

       Sec. 1.08 "Eligible Employee" means each employee of the Employer who is
employed by the Employer as a common law employee and not as an independent
contractor.

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       Sec. 1.09 "Employees Share Scheme" means the Bookham Technology 2001
Approved Sharesave Scheme, the Bookham Technology plc Approved Employee Share
Option Scheme, the Bookham Technology plc 1998 Employee Share Option Scheme
together with any arrangement within the meaning of Section 743 Companies Act
1985.

       Sec. 1.10 "Employer" means any Subsidiary designated as a participating
entity in the Plan by the Administrator.

       Sec. 1.11 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and as the same may hereafter be amended.

       Sec. 1.12 "Fair Market Value" on any date of reference shall be the
closing price of the Stock on such date, unless the Administrator in its sole
discretion shall determine otherwise in a fair and uniform manner. For this
purpose, the closing price of the Stock on any business day shall be the last
reported sale price of Stock on any established stock exchange or traded on the
NASDAQ, as reported in any newspaper of general circulation.

       Sec. 1.13 "Participant" means each Eligible Employee who elects to
participate in the Plan.

       Sec. 1.14 "Plan" means the Bookham Technology plc Employee Stock Purchase
Plan, as set forth herein and as hereafter amended.

       Sec. 1.15 "Plan Year" means each calendar year during which the Plan is
in effect.

       Sec. 1.16 "Purchase Agreement" means the instrument prescribed by the
Administrator pursuant to which an Eligible Employee may enroll as a Participant
and subscribe for the purchase of shares of Stock on the terms and conditions
offered by the Company. The Purchase Agreement is intended to evidence the
Company's offer of an option to the Eligible Employee to purchase Stock on the
terms and conditions set forth therein and herein.

       Sec. 1.17 "Purchase Date" means the last day of each Purchase Period.

       Sec. 1.18 "Purchase Period" means each period beginning on or after the
Effective Date, during which the Participant's Stock purchase is funded through
payroll deduction accumulations. The initial Purchase Period shall begin on the
Effective Date and continue until December 31, 2002. Thereafter, unless the
Administrator determines otherwise, each Purchase Period shall be one calendar
year.

       Sec. 1.19 "Purchase Price" means the purchase price for shares of Stock
purchased under the Plan, determined as set forth in Section 3.03.

       Sec. 1.20 "Shares" means ordinary shares in the capital of the Company.

       Sec. 1.21 "Stock" means Shares in the form of American Depositary Shares
(ADSs).

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       Sec. 1.22 "Subsidiary" means any present or future corporation which (i)
constitutes a "subsidiary corporation" as that term is defined in section 424 of
the Code and (ii) is designated as a participating entity in the Plan by the
Administrator.

                                   ARTICLE II
                           ADMISSION TO PARTICIPATION

       Sec. 2.01 INITIAL PARTICIPATION. An Eligible Employee may elect to
participate in the Plan and may become a Participant effective as of any
Election Date, by executing and filing with the Administrator a Purchase
Agreement at such time as the Administrator shall prescribe. Payroll deduction
for Participants shall commence during the applicable Purchase Period when the
Purchase Agreement for a payroll deduction becomes effective. The Purchase
Agreement shall remain in effect until it is modified through discontinuance of
participation under Section 2.02 or a change under Section 3.05.

       Sec. 2.02 DISCONTINUANCE OF PARTICIPATION.

              (a) A Participant may voluntarily cease his or her participation
in the Plan and stop payroll deductions at any time by filing a notice of
cessation of participation on such form and at such time in advance of the
Purchase Date as the Administrator shall prescribe. A Participant who ceases
contributions during a Purchase Period may not make additional contributions to
the Plan during the Purchase Period and may not re-enter the Plan until the next
Election Date. The Participant may again elect to participate in the Plan on the
next Election Date, if the Participant is then an Eligible Employee. The
Participant who ceases contributions during a Purchase Period may request
payment of any funds held in his or her account under the Plan. Any funds
remaining in the Participant's account on the Purchase Date shall be used to
purchase Stock pursuant to Section 3.04, if the Participant remains an Eligible
Employee.

              (b) The Company may treat any attempt to borrow on the security of
accumulated payroll deductions as an election to withdraw such payroll
deductions.

              (c) Subject to Section 2.02(d), if a Participant ceases to be an
Eligible Employee, his or her participation automatically shall cease, no
further purchase of Stock shall be made for the Participant, and the Participant
may request payment of any funds held in his or her account under the Plan.

              (d) Upon termination of the Participant's employment due to death,
the Participant's beneficiary shall have the right to elect, by written notice
given to the Administrator prior to the earlier of the Purchase Date or the
expiration of a period of sixty (60) days commencing with the date of the death
of the Participant, either:

                  (1) to withdraw all of the payroll deductions credited to the
                      Participant's account under the Plan, or

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                  (2) to exercise the Participant's option for the purchase of
                      Common Stock on the Purchase Date next following the date
                      of the Participant's death for the purchase of the number
                      of whole shares of Common Stock which the accumulated
                      payroll deductions in the Participant's account at the
                      date of the Participant's death will purchase in
                      accordance with the formula set forth in Article III
                      hereof, and any excess in such account will be returned to
                      said beneficiary, without interest.

In the event that no such written notice of election shall be duly received by
the Administrator of the Company, the beneficiary shall automatically be deemed
to have elected, pursuant to Section 2.02(d)(2), to exercise the Participant's
option.

       Sec. 2.03 READMISSION TO PARTICIPATION. Any Eligible Employee who has
previously been a Participant, who has discontinued participation (whether by
cessation of eligibility or otherwise), and who wishes to be reinstated as a
Participant may again become a Participant by executing and filing with the
Administrator a new Purchase Agreement. Reinstatement to Participant status
shall be effective as of any Election Date, provided the Participant files a new
Purchase Agreement with the Administrator at such time in advance of the
Election Date as the Administrator shall prescribe.

                                   ARTICLE III
                            STOCK PURCHASE AND RESALE

Sec. 3.01  RESERVATION OF SHARES.

       (a)    Subject to Section 3.01(b), there shall be 14,334,759 Shares
              reserved for issuance or transfer in relation to the Plan, subject
              to adjustment in accordance with Section 4.02. Except as provided
              in Section 4.02, the aggregate number of Shares that may be
              purchased in relation to the Plan shall not exceed the number of
              Shares reserved in relation to the Plan.

       (b)    Subject to Sections 3.01(c), (d), and (e), the Stock which may be
              allocated under the Plan on any day shall not, when aggregated
              with the number of Shares which have been allocated in the
              previous ten years under or in relation to the Plan and any other
              Employees Share Scheme adopted by the Company, exceed such number
              as represents ten percent (10%) of the ordinary share capital of
              the Company in issue immediately prior to that day.

       (c)    References in Section 3.01(b) to "allocation" of Shares or Stock
              shall mean:

              i.  In the case of any share option scheme: (A) the placing of
                  unissued Shares or Stock under option and (B) in so far as not
                  taken into account under (A) above, any subscription for
                  Shares which are issued for the purposes of satisfying any
                  option, and

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              ii. In relation to other types of Employees Share Scheme, shall
                  mean the issue and allotment of Shares.
              References to "allocated" shall be construed accordingly.

       (d)    In applying the limit contained in Section 3.01(b), no account
              will be taken of Shares or Stock subject to an option or other
              right which has lapsed or been released, surrendered, or
              cancelled.

       (e)    All options and other rights granted prior to April 18, 2000, the
              date of the Company's initial public offering, shall be
              disregarded for the purposes of Section 3.01(b).

       Sec. 3.02 LIMITATION ON STOCK AVAILABLE.

       (a) Prior to each Purchase Period, the Board shall set forth a maximum
number of Stock to be made available pursuant to this Plan for each Purchase
Period. The Board may, at its discretion, increase or decrease this pool during
the Purchase Period due to business reasons.

       (b) The maximum number of Stock that may be purchased for each
Participant on a Purchase Date is the lesser of (a) the number of whole Stock
that can be purchased by applying the full balance of the Participant's withheld
funds to the purchase of Stock at the Purchase Price, or (b) the Participant's
proportionate part of the maximum number of shares of Stock available under the
Plan, as stated in Sections 3.01, 3.02(a) and/or 4.01.

       (c) Notwithstanding the foregoing, if any person entitled to purchase
Stock pursuant to any offering under the Plan would be deemed for purposes of
section 423(b)(3) of the Code to own Stock (including any number of Stock that
such person would be entitled to purchase under the Plan) possessing five
percent or more of the total combined voting power or value of all classes of
share capital of Company, the maximum number of Stock that such person shall be
entitled to purchase pursuant to the Plan shall be reduced to that number which,
when added to the number of Stock that such person is deemed to own (excluding
any number of Stock that such person would be entitled to purchase under the
Plan), is one share less than such five percent. Any amounts withheld from a
Participant's compensation that cannot be applied to the purchase of Stock by
reason of the foregoing limitation shall be returned to the Participant as soon
as practicable

       (d) A Participant may not purchase Stock having an aggregate Fair Market
Value of more than $25,000, determined at the beginning of each Purchase Period,
for any calendar year in which one or more offerings under this Plan are
outstanding at any time, and a Participant may not purchase Stock under any
offering after the expiration of the Purchase Period for the offering.

       Sec. 3.03 PURCHASE PRICE OF STOCK.

Unless the Administrator determines otherwise, the Purchase Price per Stock to
be sold to Participants under the Plan shall be 85% of the Fair Market Value of
such Stock on the first day of the Purchase Period.

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       Sec. 3.04 EXERCISE OF PURCHASE PRIVILEGE.

       (a) As of the first day of each Purchase Period, each Participant shall
be granted an option to purchase Stock at the Purchase Price specified in
Section 3.03. The option shall continue in effect through the Purchase Date for
the Purchase Period. Subject to the provisions of Section 3.02 above, on each
Purchase Date, the Participant shall automatically be deemed to have exercised
his or her option to purchase Stock, unless he or she notifies the
Administrator, in such manner and at such time in advance of the Purchase Date
as the Administrator shall prescribe, of his or her desire not to make such
purchase.

       (b) Subject to the provisions of Section 3.02, there shall be purchased
for the Participant on each Purchase Date, at the Purchase Price for the
Purchase Period, the largest number of whole Stock as can be purchased with the
amounts withheld from the Participant's Compensation during the Purchase Period.
Each such purchase shall be deemed to have occurred on the Purchase Date
occurring at the close of the Purchase Period for which the purchase was made.
Any amounts that are withheld from a Participant's Compensation in a Purchase
Period and that remain after the purchase of whole Stock on a Purchase Date will
be held in the Participant's account, without interest, and applied on the
Participant's behalf to purchase Stock on the next Purchase Date.

       Sec. 3.05 PAYROLL DEDUCTIONS. Each Participant shall authorize payroll
deductions from his or her Compensation for the purpose of funding the purchase
of Stock pursuant to his or her Purchase Agreement. In the Purchase Agreement,
each Participant shall authorize an after-tax payroll deduction from each
payment of Compensation during the Purchase Period in percentage amounts. The
minimum deduction of $15 per bi-weekly payroll period may be made. Payroll
elections may not exceed the amount necessary to purchase the maximum number of
Stock that each Participant can purchase. A Participant may change the deduction
to any permissible level effective as of any Election Date. A change shall be
made by filing with the Administrator a notice in such form and at such time in
advance of the Election Date on which the change is to be effective as the
Administrator shall prescribe.

       Sec. 3.06 PAYMENT FOR STOCK. The Purchase Price for all Stock purchased
by a Participant under the Plan shall be paid out of the Participant's
authorized payroll deductions. All funds received or held by the Employer under
the Plan are general assets of the Employer, shall be held free of any trust or
other restriction, and may be used for any corporate purpose.

       Sec. 3.07 LEAVE OF ABSENCE. If a Participant takes a leave of absence,
such Participant shall have the right to elect:

       (a) to discontinue contributions to the Plan but remain a Participant in
the Plan. In this circumstance balances remaining after the purchase of Stock
shall be carried forward until the Participant returns to the workforce and
accrues a balance large enough for Stock to be issued.

       (b) to remain a Participant in the Plan during such leave of absence,
authorizing deductions to be made from payments by the Employer to the
Participant during such leave of absence. If the Participant agrees to remain a
Participant in the Plan during such leave of absence, the Participant agrees to
make cash payments to the Plan at the end of each payroll

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period to the extent that amounts payable by the Employer to such a Participant
are insufficient to meet such Participant's authorized payroll deduction.

       Sec. 3.08 SHARE OWNERSHIP; ISSUANCE OF AMERICAN DEPOSITARY SHARES.

       (a) The Stock purchased by a Participant on a Purchase Date shall, for
all purposes, be deemed to have been issued or sold at the close of business on
the Purchase Date. Prior to that time, none of the rights or privileges of a
stockholder of the Company shall inure to the Participant with respect to such
Stock. All Stock purchased under the Plan shall be delivered by the Company in a
manner as determined by the Administrator.

       (b) The Administrator, in its sole discretion, may determine that Stock
shall be delivered by (i) issuing and delivering to the Participant a depositary
share for the number of Stock purchased by the Participant, (ii) issuing and
delivering depositary shares for the number of Stock purchased to a firm which
is a member of the National Association of Securities Dealers, as selected by
the Administrator from time to time, which shares shall be maintained by such
firm in a separate brokerage account for each Participant, or (iii) issuing and
delivering depositary shares for the number of Stock purchased by Participants
to a bank or trust company or affiliate thereof, as selected by the
Administrator from time to time, which Stock may be held by such bank or trust
company or affiliate in street name, but with a separate account maintained by
such entity for each Participant reflecting such Participant's share interests
in the Stock. Each depositary receipt or account, as the case may be, may be in
the name of the Participant or, if he or she so designates on the Participant's
Purchase Agreement, in the Participant's name jointly with the Participant's
spouse, with right of survivorship, or in such other form as the Administrator
may permit.

       (c) The Administrator, in its sole discretion, may impose such
restrictions or limitations as it shall determine on the resale of Stock, the
issuance of individual depositary shares or the withdrawal from any stockholder
accounts established for a Participant.

       (d) If, under Section 3.08(b) or otherwise, depositary shares are held
for the benefit of the Participant, any dividends payable with respect to Stock
credited to a stockholder account of a Participant will, at the Participant's
election, either be (i) reinvested in Stock and credited to the Participant's
account (with fractional entitlement credited in cash) or (ii) paid directly to
the Participant. If dividends are reinvested in Stock, such reinvestment shall
be made based on the Fair Market Value of the Stock at the date of the
reinvestment, with no discount from Fair Market Value.

       Sec. 3.09 DISTRIBUTION OR RESALE OF STOCK.

       (a) A Participant may request a distribution of Stock purchased for the
Participant under the Plan or order the sale of such Stock at any time by making
a request in such form and at such time as the Administrator shall prescribe.

       (b) If a Participant terminates his or her employment with the Employer
or otherwise ceases to be an Eligible Employee, the Participant shall receive a
distribution of his or her Stock held in any stockholder account established
pursuant to Section 3.08(b) or otherwise, unless the

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Participant elects to have the Stock sold in accordance with such procedures as
the Administrator shall prescribe.

       (c) If a Participant is to receive a distribution of Stock, or if Stock
is to be sold, the distribution or sale shall be made in whole Stocks. Any
brokerage commissions resulting from a sale of Stock shall be deducted from
amounts payable to the Participant.

                                   ARTICLE IV
                               SPECIAL ADJUSTMENTS

       Sec. 4.01 STOCK UNAVAILABLE. If, on any Purchase Date, the aggregate
funds available for the purchase of Stock would purchase Stock in excess of
Stock then available for purchase for each Purchase Period, the following events
shall occur:

       (a) The Stock that would otherwise be purchased by each Participant shall
be proportionately reduced on the Purchase Date in order to eliminate such
excess; and

       (b) The Plan shall automatically terminate immediately after the Purchase
Date as of which the supply of available Stock is exhausted.

       Sec. 4.02 ANTI-DILUTION PROVISIONS. The aggregate number of Shares
reserved for purchase in relation to the Plan, as provided in Section 3.01(a),
and the calculation of the Purchase Price per share may be appropriately
adjusted by the Administrator to reflect any increase or decrease in the number
of issued Shares and/or Stock resulting from a subdivision or consolidation of
shares or other capital adjustment, or the payment of a stock dividend, or other
increase or decrease in such shares, if effected without receipt of
consideration by the Company.

       Sec. 4.03 EFFECT OF CERTAIN TRANSACTIONS. Subject to any required action
by the stockholders, if the Company shall be the surviving corporation in any
merger or consolidation, any offering hereunder shall pertain to and apply to
the Stock of the Company. However, in the event of a dissolution or liquidation
of the Company, or of a merger or consolidation in which the Company is not the
surviving corporation, the Plan and any offering hereunder shall terminate upon
the effective date of such dissolution, liquidation, merger or consolidation,
unless the Board determines otherwise, and the balance of any amounts withheld
from a Participant's Compensation which have not by such time been applied to
the purchase of Stock shall be returned to the Participant.

                                    ARTICLE V
                             ADMINISTRATION OF PLAN

       Sec. 5.01 ADMINISTRATOR. The Plan shall be administered by a committee
appointed by the Board. The Administrator shall have authority to interpret and
construe any and all provisions of the Plan, to adopt rules and regulations for
administering the Plan consistent to the plan document, and to make all other
determinations deemed necessary or advisable for

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administering the Plan. The Administrator shall adopt and prescribe the contents
of all forms required in connection with the administration of the Plan. The
Administrator shall have the fullest discretion permissible under law. The
Administrator's interpretations and decisions with respect to the Plan shall be
final and conclusive. The Board or its committee may designate an Employee or
Employees to serve as Administrator to implement the provisions of, and
interpretations by the Board, of the Plan. In the absence of the designation of
an Administrator, any reference herein to the Administrator shall be deemed to
be a reference to a committee of the Board.

       Sec. 5.02 COMPOSITION OF COMMITTEE. The composition of the committee
shall be in accordance with the requirements to obtain or retain any available
exemption from the operation of Section 16(b) of the Securities Exchange Act of
1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. Further, the
Board may from time to time appoint members of the committee in substitution
for, or in addition to, members previously appointed and may fill vacancies in
the committee. The committee may correct any defect or omission or reconcile any
inconsistency in the Plan, in the manner and to the extent it shall deem
desirable. Any decision or determination reduced to writing and signed by a
majority of the members of the committee shall be effective as if it had been
made by a majority vote at a meeting of the committee duly called and held.

       Sec. 5.03 AUTHORITY OF ADMINISTRATOR. Subject to the express provisions
of the Plan, the Administrator shall have authority in its to interpret and
construe any and all provisions of the Plan, to adopt rules and regulations for
administering the Plan, and to make all other determinations deemed necessary or
advisable for administering the Plan. The Administrator shall have the authority
to retain outside service providers or consultants to assist with the Plan. The
Administrator's determination on the foregoing matters shall be conclusive.

       Sec. 5.04 ADMINISTRATOR RESIGNATION. The Administrator or any member of
the Board committee designated to administer the Plan
may resign by submitting a letter of resignation to the Board.

                                   ARTICLE VI
                                  MISCELLANEOUS

       Sec. 6.01 NON-ALIENATION. Except as set forth in Sec. 2.02, the right to
purchase Stock under the Plan is personal to the Participant, is
exercisable only by the Participant during the Participant's lifetime and may
not be assigned or otherwise transferred by the Participant.

       Sec. 6.02 ADMINISTRATIVE COSTS. Bookham Technology, Inc. shall pay the
administrative expenses associated with the operation of
the Plan (other than brokerage commissions resulting from sales of Stock
directed by Participants).

       Sec. 6.03 NO INTEREST. No interest shall be payable with respect to
amounts withheld under the Plan.

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       Sec. 6.04 REGISTRATION OF STOCK. Stock to be delivered to a Participant
under the Plan will be registered in the name of the Participant, or, if the
Participant so directs, by written notice to the Administrator prior to the
Purchase Date, in the names of the Participant and one such other person as may
be designated by the Participant as joint tenants with rights of survivorship or
as tenants by the entireties, to the extent permitted by applicable law.

       Sec. 6.05 WITHHOLDING OF TAXES; NOTIFICATION OF TRANSFER.

       (a) All acquisitions and sales of Stock under the Plan shall be subject
to applicable federal (including FICA), state and local tax withholding
requirements if the Internal Revenue Service or other taxing authority requires
such withholding. The Administrator shall consult with tax advisors regarding
proper reporting pursuant to the Plan. The Company may require that Participants
pay to the Company (or make other arrangements satisfactory to the Company for
the payment thereof) the amount of any federal, state or local taxes that the
Company or any Employer is required to withhold with respect to the purchase of
Stock or the sale of Stock acquired under the Plan, or the Company or the
relevant Employer may deduct from the Participant's wages or other compensation
the amount of any withholding taxes due with respect to the purchase of Stock or
the sale of Stock acquired under the Plan.

       (b) A Participant shall be required to advise the Administrator
immediately if the Participant transfers (by sale, gift or other manner) any
Stock acquired under the Plan within two years after the beginning of the
Purchase Period in which the Stock is purchased.

       Sec. 6.06 AMENDMENT OF THE PLAN.

       (a)    Subject to Section 6.06(b), the Board may, at any time and from
              time to time, amend the Plan in any respect, except that any
              amendment that is required to be approved by the stockholders
              under section 423 of the Code shall be submitted to the
              stockholders of the Company for approval.

       (b)    No amendment to the Plan to the advantage of present or future
              Participants or employees in relation to:

                       i.   Eligibility;
                      ii.   Plan limits;
                     iii.   Maximum entitlement of any one Participant;
                      iv.   Basis for determining a Participant's entitlement;
                            and
                       v.   Basis for adjustments of rights under the Plan in
                            the event of a capitalization issue, rights issue or
                            open offer, sub-division or consolidation of Shares
                            or reduction in capital or other variation of share
                            capital,

              shall be made without the prior approval by ordinary resolution of
              the members of the Company in general meeting unless such
              amendments are minor amendments to benefit the administration of
              the Plan, to take account of a change in legislation or to obtain
              or maintain favorable tax, exchange control or regulatory
              treatments for Participants or for the Company or any member of
              the Company's group.

       Sec. 6.07 EXPIRATION AND TERMINATION OF THE PLAN. The Plan shall continue
in effect for ten years from the date on which the Plan was approved by the
Company's stockholders, unless

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terminated prior to that date pursuant to the provisions of the Plan or pursuant
to action by the Board. The Board shall have the right to terminate the Plan at
any time without prior notice to any Participant and without liability to any
Participant. Upon the expiration or termination of the Plan, the balance, if
any, then standing to the credit of each Participant from amounts withheld from
the Participant's Compensation which has not, by such time, been applied to the
purchase of Stock shall be refunded to the Participant.

       Sec. 6.08 NO EMPLOYMENT RIGHTS. Participation in the Plan shall not give
an employee any right to continue in the employment of an
Employer, and shall not affect the right of the Employer to terminate the
employee's employment at any time, with or without cause.

       Sec. 6.09 REPURCHASE OF STOCK. The Company shall not be required to
purchase or repurchase from any Participant any of the Stock that the
Participant acquires under the Plan.

       Sec. 6.10 NOTICE. A Purchase Agreement and any notice that a Participant
files pursuant to the Plan shall be on the form prescribed by the Administrator
and shall be effective only when received by the Administrator. Delivery of such
forms may be made by hand or by certified mail, sent postage prepaid, to the
Company's corporate headquarters, or such other address as the Administrator may
designate. Delivery by any other mechanism shall be deemed effective at the
option and discretion of the Administrator.

       Sec. 6.11 GOVERNMENT REGULATION. The Company's obligation to sell and to
deliver the Stock under the Plan is at all times subject to all approvals of any
governmental authority required in connection with the authorization, issuance,
sale or delivery of such Stock.

       Sec. 6.12 INTERNAL REVENUE CODE AND ERISA CONSIDERATIONS. The Plan is
intended to constitute an "employee stock purchase plan" within the meaning of
section 423 of the Code. The Plan is not intended and shall not be construed as
constituting an "employee benefit plan," within the meaning of section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended.

       Sec. 6.13 HEADINGS, CAPTIONS, GENDER. The headings and captions herein
are for convenience of reference only and shall not be considered as part of the
text. The masculine shall include the feminine, and vice versa.

       Sec. 6.14 SEVERABILITY OF PROVISIONS, PREVAILING LAW. The provisions of
the Plan shall be deemed severable. In the event any such provision is
determined to be unlawful or unenforceable by a court of competent jurisdiction
or by reason of a change in an applicable statute, the Plan shall continue to
exist as though such provision had never been included therein (or, in the case
of a change in an applicable statute, had been deleted as of the date of such
change). The Plan shall be governed by the laws of the State of Delaware to the
extent such laws are not in conflict with, or superseded by, federal law.

       Sec. 6.15 DESIGNATION OF BENEFICIARY. A Participant may file a written
designation of beneficiary who is to receive any Stock and/or payroll deductions
remaining in such Participant's account. A beneficiary designation may be
changed by the Participant at any time by written notice to the Administrator.
Upon the death of a Participant, the Company shall deliver Stock and/or payroll
deductions remaining in such Participant's account to such beneficiary. In the

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event of a death of a Participant and in the absence of a beneficiary
designation, the Administer shall deliver Stock and/or remaining payroll
deductions to the executor or administrator of the estate of the Participant. In
the event no such executor or administrator was appointed, the Administrator
shall deliver such Stock and/or remaining payroll deductions to the spouse or to
any one or more dependents of the Participant as the Board may designate. No
beneficiary shall, prior to the death of a Participant, acquire any interest in
the stock or payroll deductions credited to the Participant's account.

       Sec. 6.16 RESTRICTIONS ON EXERCISE. Stock shall not be issued pursuant to
this Plan, unless the exercise and the issuance and delivery of such Stock
pursuant thereto shall comply with all relevant provisions of law, including,
without limitations, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, and the requirements of any
stock exchange or quotation system upon which the Stock may then be traded, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

       As a condition to the exercise of an option under the Plan, the Company
may require the Participant to represent and warrant at the time of such
exercise that such Stock is being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.

       Sec. 6.17 PENSION BENEFITS. Rights under this Plan shall not be taken
into account in calculating any Participant's pension
entitlements or benefits.

IN WITNESS WHEREOF, THIS PLAN HAS BEEN EXECUTED BY ITS DULY AUTHORIZED
REPRESENTATIVES DAY AND YEAR WRITTEN BELOW.

SIGNED, SEALED, AND DELIVERED ON THIS ___ DAY OF _________________, ____, IN THE
PRESENCE OF:


                                             Bookham Technology plc


                                        BY
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ATTEST:

By:
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