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Exhibit 10.12    
    


EMPLOYMENT AGREEMENT  


        This Agreement, dated July 1, 2002 is between JDS Uniphase Corporation (the "Company") and Mark Sobey ("Employee"). 


PREMISES  


        WHEREFORE, 


        1.     Employee
currently is employed by Company; and 


        2.     Company
and Employee wish to clarify their existing employment relationship with a written Employment Agreement intended to supersede all other written and oral
representations and agreements regarding Employee's employment with Company; 


AGREEMENT  


        NOW, THEREFORE, based on the foregoing premises and in consideration of the commitments set forth below, Employee and Company agree as follows: 



        1.    Definitions.    



        As
used herein, the following terms are defined as follows: 


        a.     "Cause"
means: 



          (i)  willful
malfeasance by Employee, which has a material adverse effect on the Company; 


         (ii)  substantial
and continuing willful refusal by Employee to perform duties ordinarily performed by an employee in the same position and having similar duties as Employee; 



        (iii)  conviction
of Employee for an indictable offense which has a material adverse effect on the Company's goodwill if Employee is retained as an employee of the Company; 


        (iv)  willful
failure by Employee to comply with material policies and procedures of the Company. 




        b.     "Good
Reason" means the occurrence of any of the events or conditions described in subsections (i) through (iv) below, provided
however, that Employee provides the Company with thirty (30) days notice of termination for "Good Reason" pursuant to the provisions of Section 7 below, during
which time the Company shall have an opportunity to cure the occurrence or condition claimed to constitute "Good Reason"; and provided further, that
such notice of resignation is submitted by Employee no later than thirty (30) days after the occurrence of the event or condition that Employee claims as the basis for termination for "Good
Reason": 



          (i)  a
material reduction in Employee's base salary without Employee's prior written consent; or 


         (ii)  a
material adverse change in Employee's position, duties or responsibilities without Employee's prior written consent (for purposes of this subsection, a change in
Employee's reporting structure shall not, in and of itself, constitute a material adverse change in Employee's position, duties or responsibilities); or 


        (iii)  an
actual change in Employee's principal work location by more than 50 kilometers without Employee's prior written consent; or 




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        (iv)  failure
by the Company to obtain from any successor company the assumption of the Company's obligations under this Agreement. 




        c.     "Disabled"
means a mental or physical disability, illness or injury, evidence by medical reports from a duly qualified medical practitioner, which renders the Employee
unable to perform the essential duties of his or her position, and "Disability" has a corresponding meaning. 


        d.     "Effective
Date" means: 



          (i)  in
the event the Company terminates the employment of Employee, the date designated by the Company as the last day of Employee's employment; 


         (ii)  in
the event the Employee resigns his or her employment with the Company, the date designated by the Company as the effective date of resignation; 


        (iii)  in
the event the Employee dies, the date of death; 


        (iv)  in
the event the Employee becomes Disabled, the date designated by the Company as the last day of Employee's employment. 





        2.    Position, Duties, Responsibilities    



        a.    Position:    Employee is employed by Company to render services to Company in the position of Senior Vice
President, Sales, subject to the provisions of paragraph 3 below. 


        b.    Other Activities:    Except upon the prior written consent of the Company, Employee will not (i) accept
any other employment, or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that is or may be in conflict with, or that might
place Employee in a conflicting position to that of, the Company. 




        3.    Compensation    


        In
consideration of the services to be rendered under this Agreement, Company shall continue to pay Employee at an initial base annual salary equivalent to Employee's current base rate
of pay of $242,000, payable in accordance with the Company's payroll practices. Employee's salary will be reviewed from time to time in accordance with Company's established procedures for adjusting
salaries for similarly situated employees. Employee shall be eligible to participate in Company's benefit plans and to receive prerequisites of employment as established by Company, and as may be
amended from time to time in Company's sole discretion. 


        4.    Term    


        The
term (the "Term") of this Agreement shall commence on the date hereof and shall expire on July 6, 2004 unless sooner terminated as provided herein (the date of termination of
this Agreement, the "Expiration Date"). 


        5.    Termination.    



        a.    Termination Benefits Under Certain Circumstances.    If the Employee's employment is terminated, prior to the
Expiration Date, by the Company (other than for Cause), as the result of the Death or Disability of the Employee, or by the Employee for Good Reason, conditioned upon the Employee's executing and
delivering to the Company a release of claims, reasonably acceptable to the Company, Employee will be entitled to the following benefits in full satisfaction of any statutory, contractual or common
law entitlements which Employee has or could have as a result of the termination of the Term: (i) the Company shall pay to the Employee, in one lump sum, an amount equal to (A) one
year's salary, at the Employee's annual salary in effect on the Effective Date, plus (B) one year's bonus (calculated based on the average of the bonus awarded to Employee in each of the
previous three years of employment by the Company), minus any 



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amounts
to which Employee is otherwise entitled under any statutory or Company long or short term disability plan and minus any required withholdings or deductions; and (ii) Employee's right,
title and entitlement to any unvested options or any other securities or similar incentives which have been granted or issued to Employee as of the Effective Date, which would have vested in the one
year period immediately following the Effective Date, shall immediately vest, free from any restrictions (other than those imposed by applicable state and federal securities laws), provided that all
such securities shall continue to be exercisable (if applicable) for 90 days from the Effective Date or until the term such securities would have otherwise expired (if applicable), whichever is
earlier. Such payments and other consideration payable by the Company pursuant to this Section 5(a) shall be accepted by Employee, or his heirs as the case may be, in exchange for a full and
complete release by Employee of all causes of action, claims or other rights that he may have against the Company arising in connection with his employment or pursuant to this Agreement. The Company
shall have no obligations under this paragraph with respect to any termination of the Term for any reason other than as specified in the first sentence of this paragraph. 


        b.    Termination For Cause:    This Agreement shall terminate immediately upon the termination of Employee for Cause.
Thereafter, all obligations of Company under this Agreement shall cease. 


        c.    By Death:    Employee's employment shall terminate automatically upon the death of Employee. Company shall pay
to Employee's beneficiaries or estate, as appropriate, the compensation set forth in Section 5.a. Thereafter, all obligations of Company under this Agreement shall cease. Nothing in this
Section shall affect any entitlement of Employee's heirs to the benefits of any life insurance plan or other applicable benefits. 


        d.    By Disability:    If Employee suffers from a Disability, then, to the extent permitted by law, Company may
terminate Employee's employment. Company shall pay to Employee the compensation set forth in Section 5.a. Thereafter, all of Company's obligations under this Agreement shall cease. Nothing in
this Section shall affect Employee's rights under any disability plan in which he is a participant. 




        6.    Termination Obligations    



        a.    Return of Company's Property:    Employee hereby acknowledges and agrees that all personal property, including,
without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, and equipment furnished to or prepared by Employee
in the course of or incident to Employee's employment, belong to Company and shall be promptly returned to Company upon termination of Employee's employment. 


        b.    Cooperation in Pending Work:    Following any termination of Employee's employment, Employee shall fully
cooperate with Company in all matters relating to the winding up of pending work on behalf of Company and the orderly transfer of work to other employees of Company. Employee shall also cooperate in
the defense of any action brought by any third party against Company that relates in any way to Employee's acts or omissions while employed by Company. 



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        7.    Notices    


        All
notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid,
by certified or registered mail, return receipt requested, and addressed to Company: 



JDS
Uniphase Corporation

1768 Automation Parkway

San Jose, California 94131

Attention: Office of the General Counsel 




and
to Employee at: 







        Employee
and the Company shall provide written notice to the other (which, notwithstanding any other provision within this section, may be provided by hand delivery, first class mail or
electronic mail) of any changes to the addresses above. 


        8.    Entire Agreement    


        Subject
to the last sentence of this paragraph, the terms of this Agreement are intended by the parties to be the final and exclusive expression of their agreement with respect to the
employment of Employee by Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements. Subject to the last sentence of this paragraph, the parties further
intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other
legal proceeding involving this Agreement. To the extent that the practices, policies, or procedures of Company, now or in the future, apply to Employee and are inconsistent with the terms of this
Agreement, the provisions of this Agreement shall control. Notwithstanding the foregoing, nothing in this agreement shall limit or modify, in any manner, any existing or future agreement between the
Employee and the Company relating to proprietary information, inventions, treatment of confidential information, non-competition or employee benefits or incentive plans. 


        9.    Amendments, Waivers    



        This
Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Employee and by a duly authorized representative of Company other than Employee.
No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or
power under this Agreement preclude any other or further exercise thereof, or the exercise of any other right, remedy, or power provided herein. 


        Employee
and the Company each specifically agree and acknowledge that they each waive recourse to any remedies in tort, and further agree and acknowledge their intent that all rights and
liabilities pertaining to the cessation of the employment relationship between them, where such cessation occurs on or before the Expiration Date, be as set out in this Agreement (or in any subsequent
modification of this Agreement, provided that the modification is in writing and signed by both parties). 


        10.    Assignment; Successors and Assigns    


        Employee
agrees that Employee will not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations
under this Agreement, nor shall Employee's rights be subject to encumbrance or the claims of creditors. Any 


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purported
assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation, or the
sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this Agreement and the performance of its obligations hereunder to any successor in
interest. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted
assigns, and shall not benefit any person or entity other than those enumerated above. 


        11.    Severability; Enforcement    


        If
any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or
void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. 



        12.    Governing Law    


        The
validity, interpretation, enforceability, and performance of this Agreement, other than Section 4, shall be governed by and construed in accordance with the law of the State
of California. 


        13.    Employee Acknowledgment    


        The
parties acknowledge (a) that they have consulted with or have had the opportunity to consult with independent counsel of their own choice concerning this Agreement, and
(b) that they have read and understand the Agreement, are fully aware of its legal effect, and have entered into it freely based on their own judgment and not on any representations or promises
other than those contained in this Agreement. 


        14.    Date of Agreement    


        The
parties have duly executed this Agreement as of the date first written above. 



	JDS UNIPHASE CORPORATION
	

 	

 	
 	

 
	By:	/s/  MICHAEL C. PHILLIPS      
	 	/s/  MARK SOBEY      

	Name:	Michael C. Phillips	 	Mark Sobey
	Its:	Senior Vice President, Business Development and General Counsel	 	 




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Exhibit 10.12