Exhibit
10.8


 


November 21, 2002


 


 


Re:          Retirement from JDS Uniphase


 


Dear Tony:


 


This letter
agreement (“Agreement”) shall confirm the terms of your retirement from  your employment with JDS Uniphase
Corporation and its subsidiaries and affiliated entities (“the Company” or
“JDSU”) effective February 28, 2003 (the “Retirement Date”).  The Effective Date of this Agreement shall
be the latter of (a) the Retirement Date, or (b) the 8th day
following your signature below.


 


Between now and
the Retirement Date you will continue to perform your regular job duties and
responsibilities, which shall include closure and certification of the
Company’s results for the quarter ending December 28, 2002 (“Q2”) and 10-Q,
participation in the Q2 conference call, and transition of the CFO function to
the Company’s next Chief Financial Officer who it is presently anticipated will
be hired between the date of this Agreement and the Retirement Date.


 


On the Retirement
Date you will receive the following payments:


 


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


2.                                       All accrued but unused vacation pay.


 


The Company and
you are parties to several agreements pertaining to the terms of your
employment and the termination thereof, including an Employment Agreement dated
July 6, 1999 (the “Employment Agreement) which expires on July 6, 2004, and a
Change of Control Agreement dated March 4, 1998, as amended (the “Change of
Control Agreement”), collectively referred to hereinafter as the “Employment
Agreements”.


 


Pursuant to the
terms of the Employment Agreements, upon the occurrence of certain events
described therein you are entitled to certain payments and benefits upon
termination of your employment.  In full
satisfaction of any and all obligations of the Company under the Employment
Agreements and any other agreement between you and the Company, on the
Retirement Date the Company shall take the following actions and provide the
following benefits (collectively the “Retirement Benefits”): (a) cause all
stock options previously granted to you by the Company in your capacities as
either a director or officer which, in the absence of the termination of your
employment, would otherwise vest in accordance with the terms of each grant
between the Retirement Date and July 6, 2004 to be fully accelerated and
vested and which, together with all other vested stock options, and
notwithstanding any provision in any stock option grant agreement or plan to
the contrary, shall remain exercisable for the full remaining term of 


 


 


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each such stock option
grant; and (b) should you elect COBRA benefits continuation following the
termination of your employment the Company will pay the premiums for such
coverage for a period of eighteen (18) months (i.e., through August 31,
2004).  The Company will continue to
provide you with the same internet access to stock option data as is then
provided to similarly situated current and former employees.


 


You agree that you will
remain subject to all provisions of the Company’s Policy Regarding Inside
Information and Securities Transactions until the opening of the trading window
following release of the Company’s Q3 FY2003 earnings at the end of April,
2003.  You will also observe the
provisions of the Company’s Ethics Policy through March 31, 2003.  In the event you seek guidance regarding the
application of these policies to any particular set of facts or circumstances
the Company agrees to provide such guidance within 3 business days of such
request.  Please direct all such
requests to the Company’s General Counsel.


 


Upon your Retirement Date
you will be deemed to have resigned all positions you hold within JDS Uniphase
and its subsidiaries, though you agree to execute such other documents as may
be required to effectuate your departure from such positions.  You will also resign from such other non-JDS
Uniphase board positions that you hold as a representative of the Company,
including ADVA Optical Networking. 
Notwithstanding the foregoing sentence, if, following your Retirement
Date and at the request of the Company, you agree to continue to serve on any
board(s) of directors of any company in which JDS Uniphase has an investment
and you incur customary and reasonable costs thereby, to the extent said
company does not otherwise reimburse such costs the Company will do so upon
submission of reasonable supporting documentation.


 


The Company hereby
reaffirms its continuing obligations to you pursuant to the Company’s Articles,
Bylaws, Delaware law and previously executed indemnification agreements, to
defend and indemnify you against claims, actions and causes of action arising
out of your employment and service to the Company as an officer, former member
of the Board of Directors of the Company, and a member of the Boards of
Directors of JDS Uniphase subsidiaries. 
For clarity, these obligations will survive the Effective Date of this
Agreement.  You will also continue to be
covered under the Company’s Directors and Officers liability insurance policies.


 


You agree that for a
period of one (1) year from your Retirement Date you will not, for
yourself or any third party, directly or indirectly, employ, solicit for
employment, or recommend for employment any person who was employed by the
Company as of the Retirement Date without the Company’s prior written consent.


 


Your obligation to
maintain the confidentiality of all Company proprietary and confidential
information, and any written agreements between you and the Company pertaining
thereto, shall survive the termination of your employment. Except as expressly
stated in this Agreement, any further rights under the Employment Agreements
shall be terminated as of the Effective Date of this Agreement, including
without limitation any 


 


 


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right to severance
benefits, payments, profit sharing, bonuses, stock options, or other
benefits.  This Agreement shall
represent the entire understanding between you and the Company regarding the
terms of your employment and termination of your employment, will supersede any
previous discussions and understandings and may not be modified except in a
writing signed by you and the Company.


 


In consideration of the
terms of this Agreement, you agree to release the Company, its subsidiaries and
affiliated corporations and its past and present officers, directors, employees
and assigns from any claims you may now have, whether known or unknown,
including but not limited to, claims arising from your employment, the Employment
Agreements or other claims for compensation (including profit sharing, bonus
and severance payments), stock options (except as otherwise set forth in this
Agreement), claims arising out of contract or tort and any claims arising under
the Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act (ADEA), the Americans with Disabilities Act, the California Fair
Employment and Housing Act, the and any other claims for violation of any
federal, state, or local law.


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


 


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


 


Please confirm your
acceptance of the foregoing by signing below.


 


 


[Remainder of Page
Intentionally Left Blank]


 


 


 


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


 


	
   

  	
   

  	
  Very Truly Yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ JOZEF STRAUS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jozef Straus

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Agreed and Accepted:

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
  /s/ ANTHONY R. MULLER

  	
   

  	
  November 21, 2002

  
	
  Anthony R. Muller

  	
   

  	
   

  



 


 


 


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