exhibit102






Exhibit 10.2    LUMENTUM HOLDINGS INC.  CHANGE IN CONTROL AND SEVERANCE BENEFITS PLAN  AS AMENDED AND RESTATED    1. Introduction.   This Lumentum Holdings Inc. (“Company”) Change in Control and Severance Benefits  Plan (the “Plan”) is established effective April 14, 2015, as amended and restated on June 2, 2021  (the “Effective Date”).  (a) Purpose.  The purpose of the Plan is to provide certain benefits to Eligible  Executives (as defined below) whose employment is terminated in connection with or unrelated to  a Change in Control (as defined below).  (b) Participants.  Each Eligible Executive shall be a “Participant” in the Plan.  2. Definition of Terms.  The following capitalized terms used in this Plan shall have  the following meanings:  (a) “Cause” means (i) gross negligence or willful misconduct in the  performance of a Participant’s duties to Employer; (ii) a material and willful violation of any  federal or state law by a Participant that if made public would injure the business or reputation of  Employer; (iii) refusal or willful failure by a Participant to comply with any specific lawful  direction or order of Employer or the material policies and procedures of Employer, including but  not limited to Employer’s Code of Business Conduct and Inside Information and Securities  Transactions policy, as well as any obligations concerning proprietary rights and confidential  information of Employer; (iv) conviction (including a plea of nolo contendere) of a Participant of  a felony, or of a misdemeanor that would have a material adverse effect on Employer’s goodwill  if such Participant were to be retained as an employee of Employer; or (v) substantial and  continuing willful refusal by a Participant to perform duties ordinarily performed by an employee  in the same position and having similar duties as such Participant; in each case as reasonably  determined by the Committee or the Board of Directors of Company or Employer or the successor  to Company or Employer.  (b) “Change in Control” means the occurrence of one or more of the following  with respect to Company:  (i) the acquisition by any person (or related group of persons), whether  by tender or exchange offer made directly to Company’s stockholders, open market purchases or  any other transaction or series of transactions, of stock of Company that, together with stock of  Company held by such person or group, constitutes more than fifty percent (50%) of the total fair  market value or total voting power of the then outstanding stock of Company entitled to vote  generally in the election of the members of Company’s Board of Directors;  (ii) a merger or consolidation in which Company is not the surviving  entity, except for a transaction in which both (A) securities representing more than fifty percent  (50%) of the total combined voting power of the surviving entity are beneficially owned (within  the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934), directly or  





 






   2  indirectly, immediately after such merger or consolidation by persons who beneficially owned  Company common stock immediately prior to such merger or consolidation and (B) the members  of Company’s Board of Directors immediately prior to the transaction (the “Existing Board”)  constitute a majority of the Board of Directors of the surviving entity or its parent entity  immediately after such merger or consolidation;  (iii) any reverse merger in which Company is the surviving entity but in  which either (A) persons who beneficially owned, directly or indirectly, Company common stock  immediately prior to such reverse merger do not retain immediately after such reverse merger  direct or indirect beneficial ownership of securities representing more than fifty percent (50%) of  the total combined voting power of Company’s outstanding securities or (B) the members of the  Existing Board do not constitute a majority of the Board of Directors of the Company’s parent  entity immediately after such reverse merger; or  (iv) the sale, transfer or other disposition of all or substantially all of the  assets of Company (other than a sale, transfer or other disposition to one or more subsidiaries of  Company).  Notwithstanding the foregoing, to the extent that any amount constituting nonqualified  deferred compensation within the meaning of Section 409A of the Internal Revenue Code (the  “Code”) (including any applicable final, proposed or temporary regulations and other  administrative guidance promulgated thereunder) would become payable under this Plan by reason  of a Change in Control, such amount shall become payable only if the event constituting a Change  in Control would also constitute a change in ownership or effective control of Company or a  change in the ownership of a substantial portion of the assets of Company within the meaning of  Section 409A of the Code.  (c) “Committee” means the Compensation Committee of the Board of  Directors of Company or a successor to Company.  (d) “Coverage Period” with respect to a Participant means the period (i)  beginning upon the public announcement by Company of its intent to consummate a Change in  Control and (ii) ending twelve (12) months following the consummation of such Change in  Control, as applicable.  (e) “Disability” means a mental or physical disability, illness or injury,  evidenced by medical reports from a duly qualified medical practitioner, which renders a  Participant unable to perform any one or more of the essential duties of his or her position after  the provision of reasonable accommodation, if applicable, for a period of greater than ninety (90)  days within a one-year period.  “Disabled” has a corresponding meaning.    (f) “Eligible Executive” means an individual employed by Company or any of  its subsidiaries in the United States or Canada and on a United States or Canada payroll who  (i)  is the Chief Executive Officer, (ii) is an Executive Vice President, (iii) is a Senior Vice President,  (iv) is a Section 16 “Officer” within the meaning of 17 C.F.R. § 240.16a-1(f) or (v) is designated  in writing by the Chief Executive Officer as being an Eligible Executive, subject to subsequent  review and ratification by the Committee at its discretion.  





 






   3  (g) “Employer” with respect to a Participant means Company and each  subsidiary of Company employing or formerly employing Participant, and each successor to  Company or subsidiary of Company.  (h) “Good Reason” means a Participant’s resignation from Employer within  ninety (90) days following the occurrence of any of the following events with respect to such  Participant:  (i) without Participant’s express written consent, a material adverse  change in Participant’s duties, authority, responsibilities, job title or reporting relationships relative  to Participant’s duties, authority, responsibilities, job title, or reporting relationships as in effect  immediately prior to such change in Participant’s duties, authority, responsibilities, job title, or  reporting relationships; provided, however, that the occurrence of a Change in Control shall not,  in and of itself, constitute a material adverse change in Participant’s duties, authority,  responsibilities, job title or reporting relationships;  (ii) a material reduction by Employer in the base salary of Participant as  in effect immediately prior to such reduction;  (iii) a material reduction by Employer in Participant’s annual bonus  opportunity as in effect immediately prior to such reduction;  (iv) the relocation of Participant’s principal work location to a facility or  a location more than fifty (50) miles from Participant’s then present principal work location,  without Participant’s express written consent; or  (v) the failure of Company or Employer to obtain agreement from any  successor contemplated in Section 6 below to provide the benefits provided for in this Plan, as it  exists as the time of succession.  (i) “Separation from Service” means a separation from service (as such term  is defined under Treasury Regulations Section 1.409A-1(h), without regard to any alternate  definitions thereunder) with Company, each subsidiary of Company, and each successor to  Company.  (j) “Termination Date” means the date of a Participant’s Separation from  Service.   3. Eligibility for Severance and Other Benefits.  Participants will receive the benefits  described herein under the following circumstances:   (a) Termination in Connection with a Change in Control.  In the event of a  Participant’s Separation from Service either by Employer without Cause or by such Participant for  Good Reason, in either case, at any time during the Coverage Period applicable to a Change in  Control, then, conditioned upon Participant’s execution and delivery of a release of claims against  Company, Employer and related parties that releases Company, Employer and such parties from  any claims whatsoever arising from or related to Participant’s employment relationship with  Employer, including the termination of that relationship, in a form reasonably acceptable to  





 






   4  Employer and Participant (the “Release”), and provided that any statutory revocation period has  expired without the Release having been revoked so that the Release becomes effective on or  before the sixtieth (60th) day following the Termination Date (such 60th day being the “Release  Deadline Date”), Participant will receive the following:   (i) Participant’s right, title and entitlement to any and all unvested  Company equity-based awards that have been granted or issued to Participant as of the  Termination Date by Company will become 100% vested and fully exercisable effective as of the  later of the date of termination or the date of the consummation of the Change in Control (and with  respect to any Company performance-based equity awards, for which the applicable performance  period has (x) been completed as of Participant’s termination date, based on actual achievement  of the applicable performance objectives or (y) not been completed as of Participant’s termination  date, assuming achievement of the applicable performance objectives at target).  Such acceleration  of vesting and exercisability shall be effective upon the later of the Release Deadline Date or the  consummation of the Change in Control.  Notwithstanding any other provision in the relevant  equity incentive plan and/or notice of grant and grant agreement to the contrary, all such equity- based awards which are stock options shall remain fully exercisable for the shorter of (a) two (2)  years from the Termination Date, or (b) the remaining term of the stock option as provided in the  relevant notice of grant and grant agreement.  In all other respects, Participant’s equity-based  awards shall continue to be subject to the terms of the applicable equity incentive plan, notice of  grant and grant agreement.   (ii) a lump sum cash payment within ten (10) days following the later  of the Release Deadline Date or the consummation of the Change in Control in an amount equal  to the sum of  (A) two hundred percent (200%) of Participant’s annual base salary as of the  Termination Date (without taking into account any reduction in base salary that could trigger  Participant’s resignation for Good Reason), plus (B) two hundred percent (200%) of the greater of  (1) Participant’s target annual bonus as in effect for the fiscal year in which the Separation from  Service occurs, or (2) the mean average of Participant’s performance bonuses paid for the three  (3) fiscal years preceding the fiscal year in which the Separation from Service occurs (such period  the “Measurement Period”) (or, if Participant was employed with the Employer for only a portion  of the Measurement Period, the average of Participant’s performance bonuses paid for the number  of fiscal years preceding the fiscal year in which the Separation from Service occurs for which  Participant was employed with Employer), less applicable withholding taxes or other withholding  obligations of Employer and less any amounts to which Participant is otherwise entitled under any  statutory or Employer long-term or short-term disability plan; and   (iii) if Participant elects benefits continuation under the Consolidated  Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Separation from Service,  payment of the full monthly cost of such benefits (either directly to Participant, including  reimbursement for the cost of such benefits paid by Participant prior to the commencement of  Employer-paid benefits, or to the appropriate carrier or administrator at Employer’s election) for  a period of eighteen (18) months following the Termination Date until such time as Participant  becomes ineligible for continued benefits under COBRA (the period of such payments the “COC  COBRA Payment Period”), provided that, in the event Employer determines, in its sole  discretion, that the payment of the COBRA premiums pursuant to this subsection would result in  a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or  





 






   5  regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable  Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of  providing the COBRA premiums, Employer, in its sole discretion, may elect to instead pay such  Participant on or before the first day of each month of the COC COBRA Payment Period, a fully  taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax  withholdings (such amount, the “COC Additional Severance Payment”), for the remainder of  the COC COBRA Payment Period.  Such Participant may, but is not obligated to, use such COC  Additional Severance Payment toward the cost of COBRA premiums.  (b) Voluntary Resignation; Termination for Cause.  If a Participant’s  employment terminates by reason of voluntary resignation (which is not for Good Reason), or if a  Participant is terminated for Cause, then such Participant shall not be entitled to receive any  compensation or benefits under this Plan.  (c) Disability.  If a Participant suffers from a Disability, Employer may  terminate such Participant’s employment to the extent permitted by law and, if such Separation  from Service occurs (a) within twelve (12) months following a Change in Control, then, Employer  shall provide to Participant or Participant’s estate, as applicable, the compensation and benefits at  the time and in the manner set forth in Section 3(a), or (b) not within twelve (12) months following  a Change in Control, then Employer shall provide to Participant’s estate the compensation and  benefits at the time and in the manner set forth in Section 3(a)(i), in each case, subject to  satisfaction of the Release conditions described in Section 3(a) by Participant (or, in the event of  Participant’s death or incapacity, Participant’s executor, representative or guardian, as applicable).  (d) Death.  If a Participant’s employment is terminated due to the death of such  Participant (a) within twelve (12) months following a Change in Control, then, Employer shall  provide to Participant’s estate the compensation and benefits at the time and in the manner set  forth in Section 3(a), or (b) not within twelve (12) months following a Change in Control, then  Employer shall provide to Participant’s estate the compensation and benefits at the time and in the  manner set forth in Section 3(a)(i), in each case, subject to satisfaction of the Release conditions  described in Section 3(a) by Participant’s executor or representative.  (e) Termination Not in Connection With a Change in Control.  In the event of  a Participant’s Separation from Service either by Employer without Cause or by such Participant  for Good Reason, in either case, at any time outside the Coverage Period applicable to a Change  in Control, then, conditioned upon Participant’s execution and delivery of a Release, and provided  that any statutory revocation period has expired without the Release having been revoked so that  the Release becomes effective on or before the Release Deadline Date, Participant will receive the  following:   (i) Participant’s right, title and entitlement to any and all unvested  Company equity-based awards that have been granted or issued to Participant as of the  Termination Date by Company that are subject to time-based vesting conditions (other than Earned  Awards) shall automatically be accelerated so that the number of shares subject to such awards  that would have vested over the 9-month period following the Termination Date will become  immediately and completely vested and exercisable.  Such acceleration of vesting and  exercisability shall be effective upon the Release Deadline Date.  In all other respects, Participant’s  





 






   6  equity-based awards subject to time-based vesting conditions shall continue to be subject to the  terms of the applicable equity incentive plan, notice of grant and grant agreement;  (ii) with respect to Participant’s outstanding Company performance  equity-based awards: the sum of: (A) if the Termination Date occurs before the end of the  applicable performance period that relates to a portion of such Company performance equity  award, then Participant will vest in the product of (1) the target number of units or shares subject  to such portion of the Company performance equity-based award, as applicable, multiplied by (2)  the quotient derived from the number of full months Participant remained in continuous service to  the Employer from the beginning of the performance period through the Termination Date, over  the total months from the beginning of the performance period through the end of the applicable  vesting period for such portion, plus (B) if the Termination Date occurs on or after the end of the  applicable performance period that relates to a portion of such Company performance equity-based  award (each such portion, an “Earned Award”), then Participant will vest in the number of units  or shares subject to such Earned Award, as applicable, which have been earned, but not yet vested  as of the Termination Date (or in the event that the determination of the achievement for such  completed performance period has not yet been approved by the Committee as of the Termination  Date, then the number of units or shares subject to such Earned Award that will be earned as of  the date the Committee determines the achievement of the performance objectives for such  performance period).  Such acceleration of vesting and exercisability shall be effective upon the  Release Deadline Date, except for any Earned Award for which achievement has not been  determined, in which case, the shares or units subject to such Earned Award, as applicable, will  vest on the date the Committee makes its determination regarding performance condition  achievement.  In all other respects, Participant’s Company performance equity-based awards shall  continue to be subject to the terms of the applicable equity incentive plan, notice of grant and grant  agreement;  (iii) a lump sum cash payment within ten (10) days following the Release  Deadline Date in an amount equal to the sum of (A) 100% of Participant’s annual base salary as  of the Termination Date (without taking into account any reduction in base salary that could trigger  Participant’s resignation for Good Reason), plus (B) one hundred percent (100%) of the greater of  (1) Participant’s target annual bonus as in effect for the fiscal year in which the Separation from  Service occurs, or (2) the mean average of Participant’s performance bonuses paid for the  Measurement Period (or, if Participant was employed with the Employer for only a portion of the  Measurement Period, the average of Participant’s performance bonuses paid for the number of  fiscal years preceding the fiscal year in which the Separation from Service occurs for which  Participant was employed with Employer), less applicable withholding taxes or other withholding  obligations of Employer and less any amounts to which Participant is otherwise entitled under any  statutory or Employer long-term or short-term disability plan; and   (iv) if Participant elects benefits continuation under the COBRA  following Separation from Service, payment of the full monthly cost of such benefits (either  directly to Participant, including reimbursement for the cost of such benefits paid by Participant  prior to the commencement of Employer-paid benefits, or to the appropriate carrier or  administrator at Employer’s election) for a period of twelve (12) months following the Termination  Date until such time as Participant becomes ineligible for continued benefits under COBRA (the  period of such payments the “Non-CIC COBRA Payment Period”), provided that, in the event  





 






   7  Employer determines, in its sole discretion, that the payment of the COBRA premiums pursuant  to this subsection would result in a violation of the nondiscrimination rules of Section 105(h)(2)  of the Code or any statute or regulation of similar effect (including but not limited to the 2010  Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education  Reconciliation Act), then in lieu of providing the COBRA premiums, Employer, in its sole  discretion, may elect to instead pay such Participant on or before the first day of each month of the  Non-CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums  for that month, subject to applicable tax withholdings (such amount, the “Non-CIC Additional  Severance Payment”), for the remainder of the COBRA payment period.  Such Participant may,  but is not obligated to, use such Non-CIC Additional Severance Payment toward the cost of  COBRA premiums.  (f) Coordination with Other Change in Control Benefits, Severance Benefits or  Debts.  If a Participant is entitled to cash payments, accelerated vesting of equity-based awards, or  any other benefits from Company or Employer following the termination of such Participant’s  employment under any other agreement, plan, policy or law, then the benefits received by that  Participant under this Plan shall be reduced by the benefits received by Participant from Company  or Employer under such other plans, programs, arrangements, agreements or requirements.  If a  Participant is indebted to Company or Employer at the time of a termination that would give rise  to severance benefits under Section 3(a) or Section 3(e), as applicable, Company or Employer  reserves the right to offset such severance benefits under the Plan by the amount of such  indebtedness (but only to the extent that such offset would not result in additional tax under Section  409A of the Code).  4. At-Will Employment.  Subject only to any individual written agreement between  Employer and a Participant to the contrary, each Participant’s employment is and shall continue to  be at-will, as defined under applicable law.  If a Participant’s employment terminates for any  reason other than as specified in Section 3, such Participant shall not be entitled to any benefits,  damages, awards or compensation under this Plan.   5. Tax Matters.   (a) Section 409A. Payments and benefits that may be provided pursuant to this  Plan are intended to be exempt from treatment as deferred compensation subject to Section 409A  of the Code by reason of the short-term deferral exception described in Treasury Regulation  Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury  Regulation Section 1.409A-1(b)(9)(iii), or otherwise.  Notwithstanding any inconsistent provision  of this Plan, to the extent Employer determines in good faith that (a) one or more of the payments  or benefits received or to be received by a Participant pursuant to this Plan in connection with such  Participant's termination of employment would constitute deferred compensation subject to the  rules of Section 409A, and (b) that Participant is a “specified employee” under Section 409A, then  only to the extent required to avoid Participant's incurrence of any additional tax or interest under  Section 409A of the Code, such payment or benefit will be delayed until the date which is six (6)  months after Participant's Separation from Service (the “Delayed Payment Date”).  All such  amounts that would, but for this Section, become payable prior to the Delayed Payment Date will  be accumulated and paid in a lump sum on the Delayed Payment Date.  Thereafter, any payments  that remain outstanding as of the day immediately following the Delayed Payment Date shall be  





 






   8  paid without delay over the time period originally scheduled, in accordance with the terms of this  Plan.  (b) Section 280G.  In the event that any payments or other benefits provided for  in this Plan or otherwise to a Participant would (i)  constitute “parachute payments” within the  meaning of Section 280G of the Code and (ii) become subject to the excise tax imposed by  Section 4999 of the Code (or any corresponding provisions of state tax law), then, notwithstanding  the other provisions of this Plan, such Participant’s compensation and benefits under Section 3 will  not exceed the amount which produces the greatest after-tax benefit to Participant.  For purposes  of the foregoing, the greatest after-tax benefit will be determined by Participant in his/her sole  discretion on or before the later of thirty (30) days after the Termination Date or ten (10) days after  the consummation of the Change in Control.  If no such determination is made by Participant  within such period, then Company or Employer will pay the benefits as provided in Section 3.  (c) Tax Withholding.  Employer may withhold from any amounts payable  under the Plan such federal, state and local taxes as may be required to be withheld.  6. Company’s Successors.  Company shall require that any successor to Company  (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or  otherwise) to all or substantially all of Company’s business and/or assets shall agree to perform in  accordance with this Plan in the same manner and to the same extent as Company would be  required to perform such obligations in the absence of a succession.  7. Exclusive Benefits.  Participants shall not be entitled to any payments,  compensation, benefits or other consideration from Company or Employer, apart from those  identified in Section 3, on account of a termination of employment as described therein.  8. Severability, Enforcement.  If any provision of this Plan, 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 Plan and such provisions as applied to other  persons, places and circumstances shall remain in full force and effect.  9. Claim for Benefits.  (a) ERISA Plan.  This Plan is intended to be (a) an employee welfare benefit  plan as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as  amended (“ERISA”), and (b) a “top-hat” plan maintained for the benefit of a select group of  management or highly compensated employees of Company and its subsidiaries.  (b) Application for Benefits.  All applications for payments and/or benefits  under the Plan (“Benefits”) shall be submitted to Company’s Vice President, Human Resources  (the “Claims Administrator”), with a copy to Company’s Chief Financial Officer.  Applications  for Benefits must be in writing on forms acceptable to the Claims Administrator and must be signed  by the Participant or beneficiary.  The Claims Administrator reserves the right to require the  Participant or beneficiary to furnish such other proof of the Participant’s expenses, including  without limitation, receipts, canceled checks, bills, and invoices as may be required by the Claims  Administrator.  





 






   9  (c) Appeal of Denial of Claim.  (i) If a claimant’s claim for Benefits is denied, the Claims  Administrator shall provide notice to the claimant in writing of the denial within ninety (90) days  after its submission.  The notice shall be written in a manner calculated to be understood by the  claimant and shall include:  (A) The specific reason or reasons for the denial;  (B) References to the specific Plan provisions on which the  denial is based;  (C) A description of any additional material or information  necessary for the applicant to perfect the claim and an explanation of why such material or  information is necessary; and  (D) An explanation of the Plan’s claims review procedures and  time limits applicable to such procedures, including a statement of claimant’s right to bring a civil  action under ERISA Section 502(a) following an adverse benefit determination.  (ii) If special circumstances require an extension of time for processing  the initial claim, a written notice of the extension and the reason therefor shall be furnished to the  claimant before the end of the initial ninety (90) day period.  In no event shall such extension  exceed ninety (90) days.  (iii) If a claim for Benefits is denied, the claimant, at the claimant’s sole  expense, may appeal the denial to the Committee (the “Appeals Administrator”) within sixty  (60) days of the receipt of written notice of the denial.  In pursuing such appeal the claimant or his  or her duly authorized representative:  (A) may request in writing that the Appeals Administrator  review the denial;  (B) may review pertinent documents; and  (C) may submit issues and comments in writing.  (iv) The decision on review shall be made within sixty (60) days of  receipt of the request for review, unless special circumstances require an extension of time for  processing, in which case a decision shall be rendered as soon as possible, but not later than one  hundred twenty (120) days after receipt of the request for review.  If such an extension of time is  required, written notice of the extension shall be furnished to the claimant before the end of the  original sixty (60) day period.  The decision on review shall be made in writing, shall be written  in a manner calculated to be understood by the claimant, and, if the decision on review is a denial  of the claim for Benefits, shall include:    (A) The specific reason or reasons for the denial;  





 






   10  (B) References to the specific Plan provisions on which the  denial is based;  (C) A statement that the claimant is entitled to receive, upon  request and free of charge, reasonable access to, and copies of, the Plan and all documents, records  and other information relevant to his or her claim for benefits; and  (D) A statement of claimant’s right to bring a civil action under  ERISA Section 502(a) following an adverse benefit determination.  (d) Exhaustion of Administrative Remedies.  The exhaustion of these claims  procedures is mandatory for resolving every claim and dispute arising under the Plan.  As to such  claims and disputes:  (i) No claimant shall be permitted to commence any legal action to  recover benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of  ERISA or under any other provision of law, whether or not statutory, until these claims procedures  have been exhausted in their entirety; and  (ii) In any such legal action, all explicit and implicit determinations by  the Claims Administrator (including, but not limited to, determinations as to whether the claim, or  a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference  permitted by law.  10. General.  (a) Administration.  Except as otherwise specifically set forth in this Plan, the  Committee has full discretionary authority to administer and interpret this Plan, including (without  limitation) discretionary authority to determine eligibility for benefits and the amount of benefits.   Decisions of the Committee made in good faith upon any matter within the scope of its authority  shall be final, conclusive and binding upon all persons.  (b) Unfunded Obligations.  The amounts to be paid to Participants under the  Plan are unfunded obligations of Company.  Company is not required to segregate any monies or  other assets from its general funds with respect to these obligations.  Participants shall not have  any preference or security interest in any assets of the Company other than as a general unsecured  creditor.  (c) Benefits Not Assignable.  Neither a Participant nor any other person shall  have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer,  hypothecate or convey any amounts payable under the Plan prior to the date that such amounts are  paid.  (d) Clawback.  Without the consent of any Participant, the obligations of  Company to make a payment pursuant to this Plan shall be subject to (i) the terms and conditions  of a policy on the recoupment of incentive compensation as shall be adopted by Company to  implement the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer  Protection Act (the “Dodd-Frank Act”) or other mandate under law applicable to such payment,  





 






   11  or (ii) a determination by the Committee that an action with regard to such payment is appropriate  after obtaining in connection with a Change in Control a stockholder advisory vote required by  Section 951 of the Dodd-Frank Act, or any successor provision, on golden parachute compensation  arrangements, provided that such payment is a subject of that advisory vote.  (e) Notice.  Notices and all other communications contemplated by this Plan  shall be in writing and shall be deemed to have been duly given either (i) when personally delivered  or sent by facsimile or (ii) five (5) days after being mailed by U.S. registered or certified mail,  return receipt requested and postage prepaid.  In the case of a Participant, mailed notices shall be  addressed to him or her at the home address or facsimile number which he or she most recently  communicated to Employer in writing.  In the case of Employer, mailed notices or notices sent by  facsimile shall be addressed to its corporate headquarters, and all notices shall be directed to the  attention of its General Counsel or Chief Financial Officer.   (f) Amendment.  Prior to a Change in Control, Company reserves the right to  amend or terminate this Plan upon written notice to Participants.  Upon a Change in Control, this  Plan will become non-modifiable without the consent of the affected Participant(s).  (g) Governing Law.  To the extent not pre-empted by federal law, the Plan shall  be construed in accordance with and governed by the laws of the State of California without regard  to conflicts of law principles.  (c) Plan Termination.  The Plan shall terminate on June 30, 2023 (the “Plan  Termination Date”), provided that the Plan shall not terminate, and shall continue in full force  and effect and not shall not be terminable by any action of Company or a successor in interest to  Company (i) in the event of the occurrence of a Change in Control on or before the Plan  Termination Date or (ii) with respect to any Participant whose Separation from Service occurs  prior to a Change in Control entitling such Participant to severance benefits under Section 3(a) or  Section 3(e), as applicable, and for which such severance benefits are not fully-paid as of the Plan  Termination Date.  11. Execution.  To record the adoption of the Plan as set forth herein, effective as of  June 2, 2021, Lumentum Holdings Inc. has caused its duly authorized officer to execute the same.         LUMENTUM HOLDINGS INC.      By:  /s/ Judy Hamel         Name: Judy Hamel           Title: Senior Vice President, General Counsel and Secretary