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                                                                    EXHIBIT 10.1

                            JDS UNIPHASE CORPORATION

                              AMENDED AND RESTATED
                       1993 FLEXIBLE STOCK INCENTIVE PLAN
                  (Amended and Restated as of November 9, 2001)

      1.    Establishment, Purpose, and Definitions.

            (a)   There is hereby adopted the 1993 Flexible Stock Incentive Plan
(the "Plan") of JDS Uniphase Corporation (the "Company").

            (b)   The purpose of the Plan is to provide a means whereby eligible
individuals (as defined in Section 4 below) can acquire shares of the Company's
Common Stock, $0.001 par value per share (the "Stock"). The Plan provides
employees (including officers and directors who are employees) of the Company
and of its Affiliates (as defined below) an opportunity to purchase shares of
Stock pursuant to options which may qualify as incentive stock options (referred
to as "incentive stock options") under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), and employees, officers, directors,
independent contractors, and consultants of the Company and its Affiliates an
opportunity to purchase shares of Stock pursuant to options which are not
described in Sections 422 or 423 of the Code (referred to as "nonqualified stock
options").

            (c)   The term "Affiliates" as used in the Plan means parent or
subsidiary corporations, as defined in Sections 424(e) and (f) of the Code (but
substituting "the Company" for "employer corporation"), including parents or
subsidiaries which become such after adoption of the Plan.

      2.    Administration of the Plan.

            (a)   The Plan shall be administered by the Board of Directors of
the Company (the "Board"). The Board may delegate the responsibility for
administering the Plan to a committee, under such terms and conditions as the
Board shall determine (the "Committee"), which Committee shall be constituted in
such a manner as to satisfy all applicable laws pertaining to the administration
of stock incentive plans under relevant provisions of federal securities laws,
state corporate and securities laws, the Code, the rules of any relevant stock
exchange or national market system, and any foreign jurisdiction. If options are
to be granted under the Plan to employees who are also officers or directors of
the Company, the Committee shall also be constituted in such a manner as to
cause the options to be exempt from Rule 16b-3 promulgated under Section 16(b)
of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended. Except
as otherwise provided in Section 9 hereof, none of the members of the Committee
shall receive, while serving on the Committee, or during the one-year period
preceding appointment to the Committee, a grant or award of equity securities
under (i) the Plan or



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(ii) any other plan of the Company or its Affiliates under which the
participants are entitled to acquire Stock (including restricted Stock), stock
options, stock bonuses, related rights or stock appreciation rights of the
Company or any of its Affiliates, other than pursuant to transactions in any
such other plan which would not have disqualified a director from being a
"disinterested person" under the version of Rule 16b-3 in effect immediately
preceding the current form of Rule 16b-3. The limitations set forth in this
Section 2(a) shall automatically incorporate any additional requirements that
may in the future be necessary for the Plan to comply with Rule 16b-3. Members
of the Committee shall serve at the pleasure of the Board. The Committee shall
select one of its members as chairman, and shall hold meetings at such times and
places as it may determine. A majority of the Committee shall constitute a
quorum and acts of the Committee at which a quorum is present, or acts reduced
to or approved in writing by all the members of the Committee, shall be the
valid acts of the Committee. If the Board does not delegate administration of
the Plan to the Committee, then each reference in this Plan to "the Committee"
shall be construed to refer to the Board.

            (b)   The Committee shall determine which eligible individuals (as
defined in Section 4 below) shall be granted options under the Plan, the timing
of such grants, the terms thereof (including any restrictions on the Stock), and
the number of shares of Stock subject to such options.

            (c)   The Committee may amend the terms of any outstanding option
granted under this Plan, but any amendment which would adversely affect an
optionee's rights under an outstanding option shall not be made without the
optionee's written consent; provided, however, that the Committee may not amend
the terms of any outstanding option to reduce the purchase price of the Stock
covered by such option without the consent of the stockholders then sufficient
to approve the Plan in the first instance. The Committee may, with the
optionee's written consent, cancel any outstanding stock option or accept any
outstanding stock option in exchange for a new option; provided, however, that
the Committee may not cancel any outstanding option and replace such cancelled
option with an option or options having a purchase price of the Stock covered by
such option or options which is lower than that of the cancelled option without
the consent of the stockholders then sufficient to approve the Plan in the first
instance.

            (d)   The Committee shall have the sole authority, in its absolute
discretion, to adopt, amend, and rescind such rules and regulations as, in its
opinion, may be advisable for the administration of the Plan, to construe and
interpret the Plan, the rules and the regulations, and the instruments
evidencing options granted under the Plan and to make all other determinations
deemed necessary or advisable for the administration of the Plan. The Committee
shall establish additional terms, conditions, rules or procedures to accommodate
the rules or laws of applicable foreign jurisdictions and to afford participants
favorable treatment under such rules or laws; provided, however, that no option
shall be granted under any such additional terms, conditions, rules or
procedures with terms or conditions that are materially more favorable to



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optionees than the terms and conditions under the Plan, except as otherwise
determined by the Committee. The Committee shall take any other action as the
Committee deems appropriate. All decisions, determinations, and interpretations
of the Committee shall be binding on all participants.

            (e)   Notwithstanding the foregoing provisions of this Section 2,
grants of options to any "Covered Employee," as such term is defined by Section
162(m) of the Code shall be made only by a subcommittee of the Committee which,
in addition to meeting other applicable requirements of this Section 2, is
composed solely of two or more "outside directors," within the meaning of
Section 162(m) of the Code and the regulations thereunder (the "Subcommittee")
to the extent necessary to qualify such grants as "performance-based
compensation" under Section 162(m). In the case of such grants to Covered
Employees, reference to the "Committee" shall be deemed to be references to the
Subcommittee as specified above.

      3.    Stock Subject to the Plan.

            (a)   An aggregate of 157,524,403 shares of Stock shall be available
for the grant of stock options and the issuance of Stock under the Plan, subject
to increase as provided in this Section 3. Notwithstanding the foregoing, the
maximum aggregate number of shares of Stock available for grant of incentive
stock options shall be 4,250,000 shares of Stock, subject to increase as
provided in this Section 3. If an option is surrendered (except surrender for
shares of Stock) or for any other reason ceases to be exercisable in whole or in
part, the shares of Stock which were subject to such option but as to which the
option had not been exercised shall continue to be available under the Plan. Any
Stock which is retained by the Company upon exercise of an option in order to
satisfy the exercise price for such option or any withholding taxes due with
respect to such option exercise shall be treated as issued to the optionee and
will thereafter not be available under the Plan.

            (b)   The shares of Stock available for the grant of stock options
and the issuance of Stock under the Plan shall be automatically increased as
follows:

                  (i)   effective on the first day of each fiscal year of the
Company, beginning July 1, 2000, the number of shares of Stock so available
shall automatically be increased by an amount, rounded to the nearest whole
share (the "Annual Increase Shares"), equal to four percent (4%) of the
aggregate number of shares of Stock and Exchangeable Stock (as defined below)
outstanding as of such date ("Outstanding Shares") or such lesser number of
shares as determined by the Committee; provided that, with respect to each such
increase effective on the first day of each fiscal year of the Company beginning
July 1, 2001, the number of Annual Increase Shares shall be reduced by the
Excess Carryover, if any, and

                  (ii)  effective upon the closing of a Company Acquisition (as
defined below), the number of shares of Stock so available shall



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automatically be increased by an amount, rounded to the nearest whole share
("Acquisition Increase Shares"), equal to the product obtained by multiplying
four percent (4%) times the Acquisition Consideration (as defined below).

            For the purposes of this Section 3(b), the term "Exchangeable Stock"
shall mean the exchangeable shares of JDS Uniphase Canada Ltd, an indirect
subsidiary of the Company; the term "Excess Carryover" shall mean, as of the
effective date of each annual increase pursuant to clause (i) of this Section
3(b), the number of shares of Stock subject to the Plan that are not then-issued
and are not subject to then-outstanding option grants in each case as of such
effective date, minus the number of shares of Stock equal to one percent (1%) of
the aggregate number of Outstanding Shares as of such effective date; the term
"Company Acquisition" shall mean (x) if the consideration paid by the Company or
its subsidiary consists, in whole or in part, of Stock, Exchangeable Shares or a
combination thereof ("Stock Consideration"), the number of shares of Stock
and/or Exchangeable Shares, (y) if the consideration paid by the Company or its
subsidiary consists, in whole or in part, of cash, promissory notes or cash
equivalents, or any combination thereof ("Cash Consideration"), the number of
shares of Stock (rounded to the nearest whole share) equal to the Cash
Consideration divided by the Market Value (as defined below), and (z) if the
consideration paid by the Company or its subsidiary consists, in whole or in
part, of any consideration (other than Stock Consideration or Cash
Consideration), the number of shares of Stock (rounded to the nearest whole
share) equal to the fair market value of such other consideration, as determined
by the Committee, divided by the Market Value; the term "Market Value" shall
mean the closing market price of one share of Stock on the NASDAQ National
Market (or such other exchange upon which the Stock is then listed or quoted, if
the Stock is not then-listed on the NASDAQ National Market) on the trading day
immediately preceding the closing of the applicable Company Acquisition, as
reported in the Wall Street Journal, Eastern Edition. Any increase in the number
of shares of Stock subject to the Plan pursuant to this Section 3(b) shall not
increase the number of shares of Stock available for the grant of incentive
stock options under the Plan.

            (c)   If there is any change in the Stock subject to either the Plan
or an option agreement pursuant to the Plan, through merger, consolidation,
reorganization, recapitalization, reincorporation, stock split, stock dividend
(in excess of two percent (2%)), or other change in the corporate structure of
the Company, appropriate adjustments shall be made by the Committee in order to
preserve but not to increase the benefits to the individual, including
adjustments to the aggregate number, kind of shares and price per share subject
to either the Plan or an option agreement, and the maximum number of shares with
respect to which options may be granted to any participant in any fiscal year of
the Company.

      4.    Eligible Individuals. Individuals who shall be eligible to have
granted to them the options provided for by the Plan shall be such employees,
officers, directors, independent contractors and consultants of the Company or
an Affiliate as the Committee, in its discretion, shall designate from time to
time. Notwithstanding the



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foregoing, only employees of the Company or an Affiliate (including officers and
directors who are bona fide employees) shall be eligible to receive incentive
stock options under the Plan.

      5.    The Option Price. The purchase price of the Stock covered by each
incentive stock option shall be not less than one hundred percent (100%) of the
per share fair market value of such Stock on the date the option is granted. The
purchase price of the Stock covered by each nonqualified stock option shall be
not less than one hundred percent (100%) of the per share fair market value of
such Stock on the date the option is granted. Notwithstanding the foregoing, in
the case of an incentive stock option granted to a person possessing more than
ten percent (10%) of the combined voting power of the Company or an Affiliate (a
"10% Stockholder"), the exercise price shall be not less than 110 percent (110%)
of the fair market value of the Stock on the date the option is granted. The
exercise price of an option shall be subject to adjustment to the extent
provided in Section 3(c) above.

      6.    Terms and Conditions of Options.

            (a)   Each option granted pursuant to the Plan will be evidenced by
a written stock option agreement executed by the Company and the person to whom
such option is granted.

            (b)   The Committee shall determine the term of each option granted
under the Plan; provided, however, that the terms of all options granted under
the Plan shall not be for more than eight (8) years and that, in the case of an
incentive stock option granted to a 10% Stockholder, the term shall be for no
more than five (5) years.

            (c)   In the case of incentive stock options, the aggregate fair
market value (determined as of the date such option is granted) of the Stock
with respect to which incentive stock options are exercisable for the first time
by an eligible employee in any calendar year (under this Plan and any other
plans of the Company or its Affiliates) shall not exceed $100,000. To the extent
that the fair market value exceeds $100,000, such excess options, to the extent
of the shares of Stock covered thereby in excess of the foregoing limitation,
shall be treated as nonqualified stock options.

            (d)   An optionee's stock option agreement may contain such other
terms, provisions and conditions consistent with this Plan as may be determined
by the Committee. If an option, or any part thereof is intended to qualify as an
incentive stock option, the stock option agreement shall contain those terms and
conditions which are necessary to so qualify it.

            (e)   The maximum number of shares of Stock with respect to which
options may be granted to any individual per fiscal year of the Company under
the Plan shall be 3,000,000 shares of Stock, subject to adjustment after
September 20, 1996 pursuant to Section 3(c). To the extent required by Section
162(m) of the Code or the



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regulations thereunder, in applying the foregoing limitation with respect to an
employee, if any option is cancelled, the cancelled option shall continue to
count against the maximum number of shares of Stock for which options may be
granted to the employee under this Section 6(e). For this purpose, the repricing
of an option, if effected pursuant to Section 2(c), shall be treated as a
cancellation of the existing option and the grant of a new option.

      7.    Use of Proceeds. Cash proceeds realized from the issuance of Stock
under the Plan shall constitute general funds of the Company.

      8.    Amendment, Suspension, or Termination of the Plan.

            (a)   The Board may at any time amend, suspend or terminate the Plan
as it deems advisable; provided that such amendment, suspension or termination
complies with all applicable requirements of state and federal law, including
any applicable requirement that the Plan or an amendment to the Plan be approved
by the Company's stockholders, and provided further that, except as provided in
Section 3 above, the Board shall in no event amend the Plan in the following
respects without the consent of stockholders then sufficient to approve the Plan
in the first instance:

                  (i)   To increase the maximum number of shares of Stock
subject to incentive stock options granted under the Plan; or

                  (ii)  To change the designation or class of persons eligible
to receive incentive stock options under the Plan.

            (b)   No option may be granted under the Plan during any suspension
or after the termination of the Plan, and no amendment, suspension or
termination of the Plan shall, without the affected individual's consent, alter
or impair any rights or obligations under any option previously granted under
the Plan. The Plan shall terminate with respect to the grant of incentive stock
options on August 26, 2003, unless previously terminated by the Board pursuant
to this Section 8.

      9.    Automatic Grants to Outside Directors.

            (a)   Initial Grant. Each individual who first joins the Board as an
outside (i.e., non-employee) director of the Company after the 1993 annual
meeting of stockholders of the Company (the effective date of the Plan)
automatically shall be granted a nonqualified stock option to purchase 40,000
shares of Stock at the time such individual first joins the Board ("Initial
Option"). In addition, immediately after each annual meeting of stockholders of
the Company, commencing with the 1993 annual meeting, each individual who is at
the time continuing to serve as an outside director of the Company, whether or
not such outside director stood for re-election at such annual meeting,
automatically shall be granted a nonqualified stock option to purchase an



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additional 10,000 shares of Stock, provided that each such individual has served
as an outside director for at least nine months ("Additional Option").

            (b)   Terms of Options. The terms and conditions that apply to each
such automatic option grant referred to above shall be as follows: (i) the per
share exercise price of the Stock covered by each such option shall be equal to
one hundred percent (100%) of the per share fair market value of such Stock on
the date of grant; (ii) the term of the option shall be eight (8) years; (iii)
the Initial Option shall be exercisable in thirty-six (36) equal monthly
installments beginning on the first monthly anniversary of the grant of such
Initial Option and Additional Options shall be exercisable in twelve (12) equal
monthly installments beginning on the first monthly anniversary of the grant of
such Additional Option; and (iv) all other terms and conditions of the option
shall be as set forth in the Company's then current form of nonqualified stock
option agreement under the Plan.

            (c)   No Other Grants. Except for the automatic grants under this
Section 9, members of the Committee who serve as administrator of the Plan shall
not be eligible to receive any additional options under the Plan or any other
stock plan of the Company or any Affiliate, except as otherwise permitted by
Rule 16b-3.

      10.   Assignability. Each option granted pursuant to this Plan shall,
during an optionee's lifetime, be exercisable only by such optionee, and neither
the option nor any right hereunder shall be transferable by such optionee by
operation of law or otherwise other than by will or the laws of descent and
distribution.

      11.   Payment Upon Exercise of Options.

            (a)   The consideration to be paid for the shares of Stock to be
issued upon exercise or purchase of an option including the method of payment,
shall be determined by the Committee (and, in the case of an incentive stock
option, shall be determined at the time of grant). In addition to any other
types of consideration the Committee may determine, the Committee is authorized
to accept as consideration for shares of Stock issued under the Plan the
following, provided that the portion of the consideration equal to the par value
of the shares of Stock must be paid in cash or other legal consideration
permitted by the Delaware General Corporation Law:

                  (i)   cash;

                  (ii)  check;

                  (iii) delivery of the optionee's promissory note with such
recourse, interest, security, and redemption provisions as the Committee
determines as appropriate;

                  (iv)  surrender of shares of Stock or delivery of a properly
executed form of attestation of ownership of shares of Stock as the Committee



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may require (including withholding of shares of Stock otherwise deliverable upon
exercise of the option) which have a fair market value on the date of surrender
or attestation equal to the aggregate exercise price of the shares of Stock as
to which said option shall be exercised (but only to the extent that such
exercise of the option would not result in an accounting compensation charge
with respect to the shares of Stock used to pay the exercise price unless
otherwise determined by the Committee);

                  (v)   payment through a broker-dealer sale and remittance
procedure pursuant to which the optionee (A) shall provide written instructions
to a Company designated brokerage firm to effect the immediate sale of some or
all of the purchased shares of Stock and remit to the Company, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
aggregate exercise price payable for the purchased shares of Stock and (B) shall
provide written directives to the Company to deliver the certificates for the
purchased shares of Stock directly to such brokerage firm in order to complete
the sale transaction; or

                  (vi)  any combination of the foregoing methods of payment.

            (b)   In the event that the purchase price is satisfied by the
manner provided in (a)(iv) above, the Committee may grant such optionee an
additional option, with terms identical to the optionee's then existing stock
option agreement, entitling such optionee to purchase additional Stock in an
amount equal to the number of shares of Stock so retained.

      12.   Withholding Taxes.

            (a)   No option granted under the Plan shall be exercised until the
optionee has made arrangements acceptable to the Committee for the satisfaction
of foreign, federal, state, and local income and employment tax withholding
obligations, including without limitation obligations incident to the receipt of
Stock under the Plan, the lapsing of restrictions applicable to such Stock, the
failure to satisfy the conditions for treatment as incentive stock options under
applicable tax law. Upon an optionee's exercise of a stock option, the Company
may satisfy its withholding obligations by withholding from such optionee or
requiring the optionee to surrender shares of Stock sufficient to satisfy the
minimum foreign, federal, state and local income and employment tax withholding
obligations.

            (b)   In the event that such withholding is satisfied by the Company
or an optionee's employer retaining from the shares of Stock otherwise to be
issued to such optionee shares of Stock having a value equal to such withholding
tax, the Committee may grant to an optionee an additional option, with terms
identical to such optionee's then existing stock option agreement under which
the option was received, entitling optionee to purchase additional Stock in an
amount equal to the number of shares of Stock so retained.



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      13.   Restrictions on Transfer of Shares. The Stock acquired pursuant to
the exercise of options granted under the Plan shall be subject to such
restrictions and agreements regarding sale, assignment, encumbrances or other
transfer as are in effect among the stockholders of the Company at the time such
Stock is acquired, as well as to such other restrictions as the Committee shall
deem advisable.

      14.   Corporate Transaction.

            (a)   For purposes of this Section 14 for options granted on or
after November 9, 2001, a "Corporate Transaction" shall include any of the
following transactions:

                  (i)   a merger or consolidation in which the Company is not
the surviving entity;

                  (ii)  the sale, transfer or other disposition of all or
substantially all of the assets of the Company;

                  (iii) the liquidation or dissolution of the Company;

                  (iv)  any reverse merger in which the Company is the surviving
entity, except for a transaction the principal purpose of which is to change the
state in which the Company is incorporated; or

                  (v)   the direct or indirect acquisition by any person or
related group of persons (other than an acquisition from or by the Company or by
a Company-sponsored employee benefit plan or by a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities but
excluding any such transaction that the Committee determines shall not be a
Corporate Transaction.

            (b)   For purposes of this Section 14 for options granted before
November 9, 2001, a "Corporate Transaction" shall include any of the following
stockholder-approved transactions to which the Company is a party:

                  (i)   a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal purpose of which is
to change the state of the Company's incorporation;

                  (ii)  the sale, transfer or other disposition of all or
substantially all of the assets of the Company in liquidation or dissolution of
the Company; or



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                  (iii) any reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities are
transferred to a holder or holders different from those who held such securities
immediately prior to such merger.

            (c)   In the event of any Corporate Transaction, all outstanding
options shall vest in their entirety and become exercisable immediately prior to
the specified effective date of the Corporate Transaction, unless such options
are either (i) assumed by the successor corporation or its parent company
pursuant to options providing substantially equal value and having substantially
equivalent provisions as the options granted under this Plan or (ii) the options
are affirmed by the Company; provided however that all options issued to
non-employee directors shall vest in their entirety and become exercisable
immediately prior to the specified effective date of the Corporate Transaction
irrespective of whether such options are assumed by the successor corporation or
its parent company or are affirmed by the Company.

      15.   No Effect on Retirement and Other Benefit Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or an
Affiliate, options shall not be deemed compensation for purposes of computing
benefits or contributions under any retirement plan of the Company or an
Affiliate, and shall not affect any benefits under any other benefit plan of any
kind or any benefit plan subsequently instituted under which the availability or
amount of benefits is related to level of compensation. The Plan is not a
"Retirement Plan" or "Welfare Plan" under the Employee Retirement Income
Security Act of 1974, as amended.

      16.   Approval of the Plan. The Plan became effective when adopted by the
Board in August, 1993, and was approved by the Company's stockholders in
October, 1993. In addition to previous amendments, the Board adopted and
approved an amendment and restatement of the Plan on November 9, 2001 to modify
the following: (i) the revision of Section 2(a) to ensure compliance with the
new requirements under Rule 16b-3 of the Exchange Act; (ii) the reduction of the
maximum number of shares of Stock with respect to which options may be granted
to an individual per fiscal year of the Company in Section 6(e) to 3,000,000
shares of Stock and (iii) for new options granted on or after November 9, 2001,
the revision of the definition of "Corporate Transaction" as set forth in
Section 14.



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