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                                                                   EXHIBIT 10.15

                            JDS UNIPHASE CORPORATION
                              AMENDED AND RESTATED
                   1999 CANADIAN EMPLOYEE STOCK PURCHASE PLAN
                           AS AMENDED NOVEMBER 9, 2001

I.    PURPOSE

            The JDS Uniphase Corporation 1999 Canadian Employee Stock Purchase
Plan (the "Plan") is intended to provide eligible employees of JDS Uniphase Inc.
("JDS Uniphase Canada"), a wholly owned subsidiary of the Company (as defined
below), with the opportunity to acquire a proprietary interest in the Company
through participation in the Plan.

II.   DEFINITIONS

            For purposes of administration of the Plan, the following terms
shall have the meanings indicated:

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

            "Company" means JDS Uniphase Corporation, a Delaware corporation,
and any corporate successor to all or substantially all of the assets or voting
stock of the Company, which shall by appropriate action adopt the Plan.

            "Compensation" means:

            (i)   the regular base salary paid to a Participant by one or more
                  Participating Companies during the Participant's period of
                  participation in the Plan; plus

            (ii)  any amounts contributed by the Company or any Corporate
                  Affiliate pursuant to a salary reduction agreement which are
                  not includible in the gross income of the Participant by
                  reason of Code Sections 402(e)(3) or 125; plus

            (iii) all of the following amounts to the extent paid in cash:
                  overtime payments, bonuses, commissions, profit-sharing
                  distributions and other incentive-type payments. However,
                  "Compensation" shall not include any contributions (other than
                  those excludible from the Participant's gross income under
                  Code Sections 402(e)(3) or 125) made on the Participant's
                  behalf by the Company or any Corporate Affiliate to any
                  deferred compensation plan or welfare benefit program now or
                  hereafter established.


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            "Corporate Affiliate" means any corporation which is either the
parent corporation or a subsidiary corporation of the Company (as determined in
accordance with Section 424 of the Internal Revenue Code (the "Code"), including
any parent or subsidiary corporation which becomes such after the Effective
Date.

            "Effective Date" means September 1, 1999. However, should any
Corporate Affiliate become a Participating Company in the Plan after such
applicable date, then such entity shall designate a separate Effective Date with
respect to its employees which are Participants.

            "Employee" means any person who is regularly engaged, for a period
of more than 25 hours per week and more than 5 months per calendar year, in the
rendition of personal services to JDS Uniphase Canada or any other Participating
Company for earnings considered wages under Section 3121(a) of the Code.

            "Quarter" means any three-month period commencing August 1, November
1, February 1 or May 1, during each calendar year during the term of the Plan,
provided that the first Quarter shall be September 1, 1999 to January 31, 2000.

            "Participant" means any Employee of a Participating Company who is
actively participating in the Plan.

            "Participating Company" means JDS Uniphase Canada and such Corporate
Affiliate or Affiliates as may be designated from time to time by the Board.

            "Plan Administrator" means either the Board or a Committee of the
Board (the "Committee") that is responsible for administration of the Plan.

            "Stock" means shares of the common stock of the Company.

III.  ADMINISTRATION

      (a)   The Plan shall be administered by the Plan Administrator which shall
have full and exclusive discretionary authority to construe, interpret and apply
the terms of the Plan, to determine eligibility and to adjudicate all disputed
claims filed under the Plan. Every finding, decision and determination made by
the Plan Administrator shall, to the full extent permitted by applicable law, be
final and binding upon all persons.

      (b)   No member of the Committee while serving as such shall be eligible
to participate in the Plan.

IV.   PURCHASE PERIODS

      (a)   Stock shall be offered for purchase under the Plan through a series
of successive purchase periods until such time as (i) the maximum number of
shares of Stock available for issuance under the Plan shall have been purchased
or (ii) the Plan shall have been sooner terminated in accordance with Article X
or Article XI.


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      (b)   The Plan shall be implemented in a series of overlapping purchase
periods, each to be of such duration (not to exceed twenty-four (24) months per
purchase period) as determined by the Plan Administrator prior to the
commencement date of the purchase period. The initial purchase period will begin
on the Effective Date and subsequent purchase periods will commence, at the Plan
Administrator's discretion, either on the first day of each succeeding Quarter
or of each alternate succeeding Quarter. Accordingly, either four (4) or two (2)
separate purchase periods may commence in each subsequent calendar year during
which the Plan remains in existence. The Plan Administrator shall have the
authority to change the length of any purchase period by announcement at least
thirty (30) days prior to the commencement of such purchase period and to
determine whether subsequent purchase periods shall be consecutive or
overlapping. A purchase period may be terminated by the Plan Administrator on
any date of exercise if the Plan Administrator determines that the termination
of the purchase period is in the best interests of the Company and its
stockholders.

      (c)   The Participant shall be granted a separate purchase right for each
purchase period in which he/she participates. The purchase right shall be
granted on the first day of the purchase period and shall be automatically
exercised in (i) successive quarterly instalment on the last day of each Quarter
such purchase right remains outstanding, in the case of quarterly purchase
periods, or (ii) successive semi-annual instalment on the last day of each
alternate Quarter such purchase right remains outstanding, in the case of
semi-annual purchase periods.

      (d)   An Employee may participate in only one purchase period at a time.
Accordingly, an Employee who wishes to join a new purchase period must withdraw
from the current purchase period in which he/she is participating and must also
enrol in the new purchase period prior to the commencement date for that
purchase period.

      (e)   The acquisition of Stock through participation in the Plan for any
purchase period shall neither limit nor require the acquisition of Stock by the
Participant in any subsequent purchase period.

      (f)   Under no circumstances shall any purchase rights granted under the
Plan be exercised, nor shall any shares of Stock be issued hereunder, until such
time as the Company shall have complied with all applicable requirements of the
Securities Act of 1933 (as amended), all applicable listing requirements of any
securities exchange on which the Stock is listed and all other applicable
requirements established by law or regulation and have obtained any required
exemptions.

V.    ELIGIBILITY AND PARTICIPATION

      (a)   Every Employee of JDS Uniphase Canada or a Participating Company
shall be eligible to participate in the Plan on the first day of the first
purchase period following the Employee's commencement of service with JDS
Uniphase Canada or any Corporate Affiliate, but in no event shall participation
commence prior to the Effective Date.

      (b)   In order to participate in the Plan for a particular purchase
period, the Participant must complete the enrolment forms prescribed by the Plan
Administrator (including a purchase


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agreement and a payroll deduction authorization) and file such forms with the
Plan Administrator (or its designate) prior to the commencement date of the
purchase period.

      (c)   The payroll deduction authorized by a Participant for purposes of
acquiring Stock under the Plan may be any multiple of 1% of the Base
Compensation paid to the Participant during the relevant purchase period, up to
a maximum of 10%. The amount deducted for each Participant shall be deducted
from the Participant's salary in Canadian dollars and shall be converted to U.S.
dollars using the noon buying rate as reported by the Federal Reserve Bank of
New York for the purchase of U.S. dollars in Canadian currency on the day Stock
is purchased for the Participant's account. The deduction rate so authorized
shall continue in effect for the entire purchase period unless the Participant
shall, prior to the end of the purchase period for which the purchase right is
in effect, reduce the rate by filing the appropriate form with the Plan
Administrator (or its designate). The reduced rate shall become effective as
soon as practicable following the filing of such form. Each Participant shall be
permitted such a rate reduction once in each purchase period. The reduced rate
shall continue in effect for the entire purchase period and for each subsequent
purchase period, unless the Participant shall, prior to the commencement of any
subsequent purchase period, designate a different rate (up to the 10% maximum)
by filing the appropriate form with the Plan Administrator (or its designate).
The new rate shall become effective for the first purchase period commencing
after the filing of such form. Payroll deductions, however, will automatically
cease upon the termination of the Participant's purchase right in accordance
with Section VII(d) or (e) below.

VI.   STOCK SUBJECT TO PLAN

      (a)   The Stock purchasable by Participants under the Plan shall, solely
in the Board's discretion, be made available from either authorized but unissued
Stock or from reacquired Stock, including shares of Stock purchased on the open
market. The total number of shares of Stock which may be issued under the Plan
shall not exceed 10,000,000 shares of Stock (subject to adjustment under Section
VI(b)).

      (b)   In the event any change is made to the Stock purchasable under the
Plan by reason of any recapitalization, stock dividend, stock split, combination
of shares or other change affecting the outstanding common stock of the Company
as a class without receipt of consideration, then appropriate adjustments shall
be made by the Plan Administrator to the class and maximum number of shares
purchasable under the Plan, the class and maximum number of shares purchasable
per Participant under any purchase right outstanding at the time or purchasable
per Participant over the term of the Plan, and the class and number of shares
and the price per share of the Stock subject to outstanding purchase rights held
by Participants under the Plan.

VII.  PURCHASE RIGHTS

            An Employee who participates in the Plan for a particular purchase
period shall have the right to purchase Stock on the purchase dates designated
by the Plan Administrator for such purchase period upon the terms and conditions
set forth below and shall execute a purchase


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agreement embodying such terms and conditions and such other provisions (not
inconsistent with the Plan) as the Plan Administrator may deem advisable.

      (a)   Purchase Price. The purchase price per share shall be the lesser of
(i) 85% of the fair market value of a share of Stock on the date on which the
purchase right is granted or (ii) 85% of the fair market value of a share of
Stock on the date the purchase right is exercised. For purposes of determining
such fair market value (and for all other valuation purposes under the Plan),
the fair market value per share of Stock on any date shall be the closing
selling price per share on such date, as officially quoted on the principal
exchange on which the Stock is at the time traded or, if not traded on any
exchange, the mean of the highest bid and the lowest asked prices (or, if such
information is available, the closing price per share) of the Stock on such
date. If there are no sales of Stock on such day, then the closing selling price
(or, to the extent applicable, the mean of the highest bid and lowest asked
prices) for the Stock on the next preceding day for which there does exist such
quotations shall be determinative of fair market value.

      (b)   Number of Purchasable Shares. The number of shares purchasable by a
Participant on any particular purchase date shall be the number of whole shares
obtained by dividing the amount collected from the Participant through payroll
deductions during the quarterly or semi-annual period beginning with the start
of the purchase period or the most recent purchase date in the same purchase
period (whichever is applicable), together with any amount carried over from the
preceding purchase date in the same purchase period pursuant to the provisions
of Section VII(f), by the purchase price in effect for such purchase date.
However, the maximum number of shares purchasable by the Participant pursuant to
any one outstanding purchase right shall not exceed 20,000 shares (subject to
adjustment under Section VI(b)).

            Under no circumstances shall purchase rights be granted under the
Plan to any Employee if such Employee would, immediately after the grant, own
(within the meaning of Section 424(d) of the Code), or hold outstanding options
or other rights to purchase, stock possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company or any of its
Corporate Affiliates.

      (c)   Payment. Payment for Stock purchased under the Plan shall be
effected by means of the Participant's authorized payroll deductions. Such
deductions shall begin on the first pay day coincident with or immediately
following the commencement date of the relevant purchase period and shall
terminate with the pay day ending with or immediately prior to the last day of
the purchase period. The amounts so collected shall be credited to the
Participant's individual account under the Plan, but no interest shall be paid
on the balance from time to time outstanding in the account. The amounts
collected from a Participant may be commingled with the general assets of JDS
Uniphase Canada and may be used for general corporate purposes.

      (d)   Termination of Purchase Rights.

            (i)   A Participant may, prior to any purchase date, terminate
      his/her outstanding purchase right under the Plan by filing the prescribed
      notification form with the Plan Administrator (or its designate). JDS
      Uniphase Canada will then refund the


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      payroll deductions which the Participant made with respect to the
      terminated purchase right, and no further amounts will be collected from
      the Participant with respect to such terminated right.

            (ii)  The termination shall be irrevocable with respect to the
      particular purchase period to which it pertains and shall also require the
      Participant to re-enrol in the Plan (by making a timely filing of a new
      purchase agreement and payroll deduction authorization) if the Participant
      wishes to resume participation in a subsequent purchase period.

      (e)   Termination of Employment. If a Participant ceases Employee status
during any purchase period, then the Participant's outstanding purchase right
under the Plan shall immediately terminate and all sums previously collected
under the Plan shall immediately terminate and all sums previously collected
from the Participant and not previously applied to the purchase of Stock during
such purchase period shall be promptly refunded. However, should the Participant
die or become permanently disabled while in Employee status, then the
Participant or the person or persons to whom the rights of the disabled or
deceased Participant under the Plan are exercisable or transferred by will or by
the laws of descent and distribution (the "successor") will have the election,
exercisable at any time prior to the purchase date for the quarterly or
semi-annual period in which the Participant dies or becomes permanently
disabled, to (i) withdraw all of the funds in the Participant's payroll account
at the time of his/her cessation of Employee status or (ii) have such funds held
for purchase of shares of Stock on the purchase date. In no event, however,
shall any further payroll deductions be added to the Participant's account
following his/her cessation of Employee status.

      For purposes of the Plan: (a) a Participant shall be considered to be an
Employee for so long as such Participant remains in the employ of JDS Uniphase
Canada or any other Participating Company under the Plan, but not for any period
during which the Participant receives termination or severance pay in lieu of
notice; and (b) a Participant shall be deemed to be permanently disabled if
he/she is unable, by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of at
least twelve (12) months, to engage in any substantial gainful employment.

      (f)   Stock Purchase. Outstanding purchase rights shall be automatically
exercised in a series of successive instalments as provided in Section IV(c).
The exercise shall be effected by applying the amount credited to the
Participant's account on the last date of the Quarter, in the case of a purchase
period in which purchases are effected quarterly, or the last date of the
alternate Quarter, in the case of a purchase period in which purchases are
effected semi-annually, to the purchase of whole shares of Stock (subject to the
limitations on the maximum number of purchasable shares set forth in Section
VII(b)) at the purchase price in effect for such purchase date. Any amount
remaining in the Participant's account after such exercise shall be held for the
purchase of Stock on the next quarterly or semi-annual purchase date within the
purchase period; provided, however, that any amount not applied to the purchase
of Stock at the end of a purchase period shall be refunded promptly after the
close of the purchase period and any amount not applied to the purchase of stock
by reason by the Section VII(b) limitations on the maximum number of purchasable
shares shall be refunded promptly after the quarterly or semi-annual purchase
date.


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      (g)   Proration of Purchase Rights. Should the total number of shares of
Stock which are to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and non-discriminatory basis, and any amounts
credited to the accounts of Participants shall, to the extent not applied to the
purchase of Stock, be refunded to the Participants.

      (h)   Rights as Stockholder. A Participant shall have no rights as a
stockholder with respect to shares covered by the purchase rights granted to the
Participant under the Plan until the shares are actually purchased on the
Participant's behalf in accordance with Section VII(f). No adjustments shall be
made for dividends, distributions or other rights for which the record date is
prior to the date of such purchase.

      A Participant shall be entitled to receive, as soon as practicable after
the date of each purchase, stock certificates for the number of shares purchased
on the Participant's behalf.

      (i)   Assignability. No purchase rights granted under the Plan shall be
assignable or transferable by a Participant except by will or by the laws of
descent and distribution, and the purchase right shall, subject to the
provisions set forth in Section VII(e) in the case of a Participant who dies or
becomes permanently disabled, be exercisable only by such Participant.

      (j)   Merger or Liquidation of Company. In the event the Company, its
stockholders or JDS Uniphase Canada enter into an agreement to dispose of all or
substantially all of the assets or outstanding capital stock of the Company or
JDS Uniphase Canada by means of a sale, merger or reorganization in which the
Company or JDS Uniphase Canada will not be the surviving corporation (other than
a reorganization effected primarily to change the jurisdiction in which the
Company or JDS Uniphase Canada is incorporated or in which the successor entity
to JDS Uniphase Canada remains a directly or indirectly wholly owned subsidiary
of the Company) or in the event the Company or JDS Uniphase Canada is
liquidated, then all outstanding purchase rights under the Plan shall
automatically be exercised immediately prior to such sale, merger,
reorganization or liquidation by applying all sums previously collected from
Participants pursuant to their payroll deductions in effect for such rights to
the purchase of whole shares of Stock, subject, however, to the applicable
limitations of Section VII(b).

VIII. ACCRUAL LIMITATIONS

      (a)   No Participant shall be entitled to accrue rights to acquire Stock
            pursuant to any purchase right under this Plan if and to the extent
            such accrual, when aggregated with (i) Stock rights accrued under
            other purchase rights outstanding under this Plan and (ii) similar
            rights accrued under other employee stock purchase plans (within the
            meaning of Section 423 of the Code) of the Company or its Corporate
            Affiliates, would otherwise permit such Participant to purchase more
            than the Canadian dollar equivalent of $25,000 U.S. worth of stock
            of the Company or any Corporate Affiliate (determined on the basis
            of the fair market value of such stock on the date or dates such
            rights are granted to the Participant) for each calendar year such
            rights are at any time outstanding.


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      (b)   For purposes of applying the accrual limitations of Section VIII(a),
            the right to acquire Stock pursuant to each purchase right
            outstanding under the Plan shall accrue as follows:

            (i)   The right to acquire Stock under each such purchase right
                  shall accrue in a series of successive quarterly or
                  semi-annual instalments as and when the purchase right first
                  becomes exercisable for each instalment as provided in Section
                  IV(c).

            (ii)  No right to acquire Stock under any outstanding purchase right
                  shall accrue to the extent the Participant has already accrued
                  in the same calendar year the right to acquire the Canadian
                  dollar equivalent of $25,000 U.S. worth of Stock (determined
                  on the basis of the fair market value on the date or dates of
                  grant) pursuant to that purchase right or one or more other
                  purchase rights which may have been held by the Participant
                  during such calendar year.

            (iii) If by reason of the Section VIII(a) limitations, the
                  Participant's outstanding purchase right does not accrue for a
                  particular purchase date of any purchase period, then the
                  payroll deductions which the Participant made during that
                  quarterly or semi-annual period with respect to such purchase
                  right shall be promptly refunded.

      (c)   In the event there is any conflict between the provisions of this
            Article VIII and one or more provisions of the Plan or any
            instrument issued thereunder, the provisions of this Article VIII
            shall be controlling.

IX.   STATUS OF PLAN UNDER TAX LAWS

      (a)   To the extent required by law, the Company's obligation to deliver
            shares to the Participant upon the exercise of any outstanding
            purchase right shall be subject to the Participant's satisfaction of
            all applicable federal, and provincial income and other tax
            withholding requirements.

X.    AMENDMENT AND TERMINATION

      (a)   The Board may from time to time alter, amend, suspend or discontinue
            the Plan; provided, however, that no such action shall become
            effective prior to the exercise of outstanding purchase rights at
            the end of the quarterly or semi-annual period in which such action
            is authorized.

      (b)   The Company shall have the right, exercisable in the sole discretion
            of the Plan Administrator, to terminate the Plan immediately
            following the end of a quarterly or semi-annual purchase date.
            Should the Company elect to exercise such right, then the Plan shall
            terminate in its entirety, and no further payroll deduction shall
            thereafter be collected, under the Plan.


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XI.   GENERAL PROVISIONS

      (a)   The Plan shall terminate upon the earlier of (i) July 31, 2009 or
            (ii) the date on which all shares available for issuance under the
            Plan shall have been sold pursuant to purchase rights exercised
            under the Plan.

      (b)   All costs and expenses incurred in the administration of the Plan
            shall be paid by the Company.

      (c)   Neither the action of the Company in establishing the Plan, nor any
            action taken under the Plan by the Plan Administrator, nor any
            provision of the Plan itself shall be construed so as to grant to
            any person the right to remain in the employ of JDS Uniphase Canada
            or any of the Corporate Affiliates for any period of specific
            duration, and such person's employment may be terminated at any
            time, with or without cause.

      (d)   The Plan is to be construed in accordance with and governed by the
            internal laws of the State of Delaware without giving effect to any
            choice of law rule that would cause the application of the laws of
            any jurisdiction other than the internal laws of the State of
            Delaware to the rights and duties of the parties, except to the
            extent the internal laws of the State of Delaware are superseded by
            the laws of the United States. Should any provision of the Plan be
            determined by a court of law to be illegal or unenforceable, the
            other provisions shall nevertheless remain effective and shall
            remain enforceable.