EX-10.2



 Exhibit 10.2 

CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE OF CLAIMS 

This Confidential Separation Agreement and Release of Claims (the “Agreement”) is entered into as of January 9, 2014 by and
between Oclaro, Inc., a Delaware corporation (“Company”) and Catherine Hunt Rundle (“Executive”). Company and Executive are sometimes referred to herein individually as a “Party” and collectively as the
“Parties.” 
 RECITALS 

A. On December 4, 2013, Executive submitted her resignation, effective as of January 10, 2014, from her service with the Company as
its Executive Vice President, General Counsel and Secretary of the Company. 
 B. The Company and Executive are parties to that certain
Executive Severance and Retention Agreement dated January 1, 2012 (the “ESRA”). The ESRA provides severance under certain circumstances in the event Executive ceases to be an employee of the Company. The execution of this Agreement is
a condition to Executive’s receipt of severance benefits under the ESRA. 
 C. The Company has determined that it is in the best
interests of the Company and its stockholders to enter into this Separation Agreement and Release of Claims to ensure a smooth transition of Executive’s duties and on-going projects. 

NOW, THEREFORE, in consideration of the foregoing facts and the promises, covenants and releases, representations and warranties contained in
this Agreement, the Parties hereto agree as follows: 
 1. Termination. January 10, 2014 will be Executive’s last day
of employment with the Company (the “Termination Date”). Executive has agreed to continue her at will employment from December 4, 2013 through the Termination Date, and during this time, she will use her best efforts to assist in
transitioning her ongoing projects as directed by the Company’s Chief Executive Officer. Effective as of the Termination Date, Executive shall no longer be employed by the Company or any of its direct or indirect subsidiaries. Effective as of
the Termination Date, Executive hereby resigns from all position she now holds or then holds with any direct or indirect subsidiary of the Company. Whether or not Executive timely revokes this Agreement (as described in Section 20(6) below), on
the Termination Date, she will receive payment for all accrued but unpaid salary and accrued but unused vacation pay owed to her through the Termination Date. 

2. Benefits. Executive’s regular coverage under the Company’s group medical insurance benefits will end on the last day
of the month in which her employment ends. Regardless of signing this Agreement, Executive may elect to continue receiving group medical insurance coverage by timely electing continuation coverage under the federal “COBRA” law, 29 U.S.C.
§ 1161 et seq., and any state law equivalent, including Cal-COBRA. All premium costs shall be paid by Executive on a monthly basis for as long as, and to the extent that, Executive remains eligible for this continuation coverage.
Executive should consult the materials to be provided by the Company for details regarding electing continuation benefits. All other employee benefits will end on the Termination Date. Executive confirms that she has no rights to receive any
payments under the Oclaro Variable Pay Program (the “VPP”) for performance after June 30, 2013. 







 3. Stock Options. Vesting of Executive’s stock options and all other
compensatory equity awards (if any) will end on the Termination Date pursuant to the Company’s 2004 Stock Plan (the “Plan”). Regardless of signing this Agreement, pursuant to the Plan, Executive will have up to ninety (90) days
after the Termination Date to exercise any vested stock options Executive may have (as provided for by the Plan). If Executive does not timely exercise her vested options, and properly follow the required procedures, Executive’s vested options
will expire and cannot be reinstated. Executive should consult her Stock Option Agreement regarding her obligations to exercise her vested options. All of the terms, conditions and limitations of the Stock Option Agreement will remain in full force
and effect. All unvested stock rights will be cancelled on the Termination Date. 
 4. Severance. Provided that Executive signs
this Agreement by the Termination Date, and provided she does not revoke this release contained in this Agreement (as described in Section 20 below), the Company will provide Executive with the severance benefits described in Attachment
“A,” with any cash severance payments beginning on the first regularly scheduled payroll paydate after the later of (i) the Termination Date or (ii) seven (7) days after Executive signs this Agreement (the “Payment
Date”). If Executive does not sign this Agreement or signs and revokes this Agreement within such seven (7) day time period, she will have no right to receive any post-termination severance pay or benefits from the Company or any of its
affiliates. By signing and returning this Agreement, Executive will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in this Agreement, including without limitation, the release of
claims set forth in Section 5 below. 
 5. Release and 1542 General Release. In consideration for the Company’s
agreement to pay Executive the severance benefits pursuant to Section 4 above, Executive hereby fully, forever, irrevocably and unconditionally releases and discharges the Company, its officers, directors, stockholders, corporate affiliates,
subsidiaries, parent companies, agents and employees (each in their individual and corporate capacities) (hereinafter the “Released Parties”) from any and all claims, charges, complaints, demands, causes of action, liabilities, and
expenses (including attorneys’ fees and costs), of every kind and nature that Executive ever had or now may have against the Released Parties, including, but not limited to, any arising out of her employment with and/or separation from the
Company, including, but not limited to, all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101
et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., the California Fair Employment and Housing Act, Cal. Gov’t
Code § 12900 et seq., the California Family Rights Act, Cal. Gov’t Code § 12945.2 and § 19702.3, the California Equal Pay Law, Cal. Labor Code § 1197.5 et seq., the California Unruh Civil
Rights Act, Cal. Civil Code § 51 et seq. and the California Family and Medical Leave Law, Cal. Labor Code §§ 233, 7291.16 and 7291.2, all as amended, and all claims arising out of the Fair Credit Reporting Act, 15 U.S.C.
§ 1681 et seq. and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended, and all common law claims including, but not limited to, actions in
tort, defamation and breach of contract, all claims to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options, and any claim or damage arising out of her employment
with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this
Agreement prevents her from filing, cooperating with, or participating in any proceeding before the EEOC or a state Fair Employment Practices Agency (except that Executive acknowledges that she may not be able to recover any monetary benefits in
connection with any such claim, charge or proceeding). 

  
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 Executive understands and agrees that the claims released in this Section 5 include not only
claims presently known to her, but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the released
claims as described in this Section 5. Executive understands that she may hereafter discover facts different from what she now believes to be true, which if known, could have materially affected this Agreement, but she nevertheless waives any
claims or rights based on different or additional facts. Executive knowingly and voluntarily waives any and all rights or benefits that she may now have, or in the future may have, under the terms of Section 1542 of the Civil Code of the State
of California and under any similar statute of any other state. Section 1542 of the Civil Code of the State of California provides as follows: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OF OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 
 Notwithstanding the
foregoing, to the extent Executive is entitled to indemnification under that certain Indemnification Agreement dated January 25, 2008 by and between Company and Executive, the releases and waivers set forth in this Agreement do not excuse and
shall not apply to Company’s obligations benefiting Executive to which Executive might otherwise be entitled to under such Indemnification Agreement. 

6. Confidential Information. 

(a) Company Information. Executive acknowledges that during her employment with Company she received Confidential Information and
Third Party Information as those terms are defined below. Executive represents that at all times during the term of her employment she held in strictest confidence, and did not use, except for the benefit of the Company as authorized by the Board of
Directors of the Company, any Confidential Information of the Company. Executive agrees that she will continue to keep confidential and not to use for the benefit of any person or entity all non-public information about the Company or third parties
that she acquired during the course of her employment with the Company, including without limitation any Confidential Information or Third Party Information. Executive acknowledges that “Confidential Information” means any Company
proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom Executive
called or with whom Executive became acquainted during the term of her employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances
or other business information disclosed to Executive by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Executive further acknowledges that Confidential Information does not include
any of the foregoing items, which have become publicly known and made generally available through no wrongful act of Executive or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions
thereof. 

  
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 (b) Third Party Information. Executive acknowledges that the Company has received
from third parties their confidential or proprietary information subject to a duty on the part of the Company to maintain the confidentiality of such information (“Third Party Information”). Executive represents that she has held all such
confidential or proprietary information in the strictest confidence and agrees not to disclose any Third Party Information to any person, firm or corporation or to use it. 

(c) Obligation of Confidentiality. Nothing in this Agreement is intended to waive or release Executive from any and all
obligations to Company under any confidentiality, proprietary information or non-disclosure agreement, or any obligation created by statutory or common law to protect any intellectual property or proprietary information of Company. 

7. Intellectual Property. 

(a) Intellectual Property Retained and Licensed. Executive represents that prior to her employment with Company, she did not own
and did not have an interest in any inventions, original works of authorship, developments, improvements, or trade secrets which relate to the business of the Company, products or research and development. Notwithstanding the foregoing, if during
the course of her employment with the Company, she incorporated into a Company product, process or machine any invention, original work of authorship, development, improvement, or trade secret which were made by her prior to her employment with the
Company (collectively referred to as “Prior Intellectual Property”) in which she owns or has an interest in, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have
made, modify, use and sell such Prior Intellectual Property as part of or in connection with such product, process or machine. 
 (b)
Assignment of Intellectual Property. Executive hereby assigns to the Company, or its designee, all her rights, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements,
designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which she may have solely or jointly conceived or developed or reduced to practice, or caused to be conceived or
developed or reduced to practice, during the period of time she was employed by the Company (collectively referred to as “Intellectual Property”). Executive acknowledges that all original works of authorship which were made by her (solely
or jointly with others) within the scope of and during the period of her employment with the Company and which are protectable by copyright are “works made for hire”, as that term is defined in the United States Copyright Act. Executive
understands and agrees that the decision whether or not to commercialize or market any invention developed by her (solely or jointly with others) is within the sole discretion of the Company and for the sole benefit of the Company and that no
royalty will be due to her as a result of the efforts to commercialize or market any such invention by the Company. 

  
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 (c) Exception to Assignments. Executive acknowledges that the provisions of this
Agreement requiring assignment of Intellectual Property to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870. Executive represents that she is not aware of any inventions
that she believes meet the criteria in California Labor Code Section 2870. 
 8. Solicitation. 

(a) As a result of Executive’s access to and knowledge of Company’s Confidential Information, pursuant to Section 3.2 of the
ESRA and as a condition to receipt of the severance benefits provided for in Section 4 above, Executive agrees that for a period of twelve (12) months immediately following the Termination Date, she will not either directly or indirectly
solicit, induce, recruit or encourage any of the Company’s employees to leave their employment, or take away such employees, or attempt to solicit, induce recruit, encourage or take away employees of the Company, for herself or for any other
person or entity. 
 (b) As a result of Executive’s access to and knowledge of Company’s Confidential Information, pursuant to
Section 3.2 of the ESRA and as a condition to receipt of the severance benefits provided for in Section 4 above, Executive also agrees that for a period of six (6) months immediately following the Termination Date, she will not either
directly or indirectly solicit or cause to be solicited any customers of Company for any purpose to the extent permitted by law. 
 9.
Return of Company Property. Executive hereby confirms that she has returned to the Company in good working order all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software and
printers, wireless handheld devices, cellular phones and pagers), access or credit cards, Company identification, Company vehicles and any other Company-owned property in her possession or control, has left intact all electronic Company documents,
including, but not limited to, those that she developed or helped to develop during her employment, and has retained no copies (either paper or electronically stored or created) of any Confidential Information or Third Party Information in her
possession, control or in a manner that would be retrievable by her following her separation from employment. Executive further confirms that she has cancelled all accounts for her benefit, if any, in the Company’s name, including, but not
limited to, credit cards, telephone charge cards, cellular phone and/or pager accounts and computer accounts. 
 10. Business Expenses
and Compensation. Executive acknowledges that she has been reimbursed by the Company for all business expenses incurred in conjunction with the performance of her employment and that no other reimbursements are owed to her. Executive further
acknowledges that she has received payment in full for all services rendered in conjunction with her employment by the Company through the date of this Agreement, except for any accrued but unpaid salary and accrued but unused vacation owed to her
on her Termination Date. Executive agrees that except for such accrued but unpaid amounts, and except for the severance benefits to be provided under Section 4, she has been paid all earned and accrued wages and compensation. 

  
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 11. Tax Reporting; Disclaimer of Tax Advice. Executive acknowledges and agrees that
Company, and its respective agents, representatives, employees and attorneys, have made no representations to her regarding the tax consequences of any amounts received pursuant to this Agreement. Executive acknowledges and agrees that she is solely
and individually responsible for her own tax reporting, payments and liabilities and if the tax characterization with regard to any amounts received pursuant to this Agreement is challenged by any governmental taxing authority, she shall indemnify,
hold harmless and defend Company, and any attorney, agent or employee thereof, from any and all claim, tax liability, related interest or penalties, costs and expenses, including attorneys’ fees, caused by or which may be levied upon the
Company as a result of the payment of any amounts paid by the Company under this Agreement. The Parties further agree that the terms of this Agreement are not contingent upon any particular tax characterization of the payment described in this
Agreement. Executive agrees that neither the Company (or any agent, representative, employee or attorney thereof) has any duty to defend against any tax claim, levy or assessment, whether or not such tax claim, levy or assessment is based on
existing tax law and regulations or as such laws or regulations may in the future be amended, or interpreted by the taxing authorities. 

12. Non-Disparagement. Executive understands and agrees that she shall not make any false, disparaging or derogatory statements
to any media outlet, industry group, financial institution or current or former employee, consultant, client, customer of the Company or other person or entity regarding the Company or any of its directors, officers, employees, agents or
representatives or about the Company’s business affairs and financial condition. 
 13. Amendment. This Agreement shall be
binding upon the Parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the Parties hereto. This Agreement is binding upon and shall inure to
the benefit of the Parties and their respective agents, assigns, heirs, executors, successors and administrators. 
 14. Waiver of
Rights. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that
instance and shall not be construed as a bar to or waiver of any right on any other occasion. 
 15. Validity. Should any
provision of this Agreement be declared or be determined to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a
part of this Agreement. 
 16. Confidentiality. Executive understands and agrees that as a condition for payment to her of the
severance benefits described in Section 4 above, the terms and contents of this Agreement, and the contents of the negotiations and discussions resulting in this Agreement, shall be maintained as confidential by Executive, her spouse, her
attorney and her accountant, and shall not be disclosed except to the extent required by law or as otherwise agreed to in writing by the Company. 

  
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 17. Nature of Agreement. Executive understands and agrees that this Agreement is a
severance agreement and does not constitute an admission of liability or wrongdoing on the part of the Company. 
 18. Voluntary
Assent. Executive affirms that no other promises or agreements of any kind have been made to or with Executive by any person or entity whatsoever to cause Executive to sign this Agreement, and that you fully understand the meaning and intent
of this Agreement. Executive further states and represents that she has carefully read this Agreement, including Attachment “A”, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and
signs her name of her own free act. 
 19. Cooperation. The Parties hereto agree, without further consideration, to execute and
perform such other documents and acts as are reasonably required in order to facilitate the terms of this Agreement, and the intent thereof, and to cooperate in good faith in order to effectuate the provisions of this Agreement, including without
limitation, the protection or assignment of intellectual property rights described in Section 7 above. 
 20. Older Workers
Benefits Protection Act Disclosure and Waiver. Executive is over the age of forty (40) years, and in accordance with the Age Discrimination in Employment Act and Older Workers’ Benefit Protection Act (collectively, the
“Act”), she acknowledges that: 
 (1) She has been advised in writing to consult with an attorney prior to executing this
Agreement, and has had the opportunity to do so; 
 (2) She is aware of certain rights to make claims for age discrimination to which she may
be entitled under the Act, and understands that by signing this Agreement she is giving up any rights to assert or sue for such claims; 

(3) In exchange for executing this Agreement and the release it contains, she will receive the severance benefits described in Section 4
to which she would otherwise not be entitled; 
 (4) By signing this Agreement, she will not waive rights or claims under the Act which may
arise after the execution of this Agreement; 
 (5) She has been given a period of at least twenty-one (21) days to consider this
Agreement, and understands that if she revokes this Agreement (as described below), she will not receive the severance benefits described in Section 4 above. If Executive is signing this Agreement after less than twenty-one (21) days
review, she acknowledges that she is doing so voluntarily and expressly waiving her right to take twenty-one (21) days to review it; and 

(6) Executive further acknowledges that she will have a period of seven (7) days from the date of execution in which to revoke this
Agreement by written notice to Patrick Melone, Director Human Resources of Company. In the event Executive does not exercise her right to revoke this Agreement, the release and waivers given above shall become effective on the date immediately
following the seven (7) day revocation period described above. If Executive exercises her right to revoke this Agreement, Company shall have no obligations to pay the severance benefits described in Section 4 of this Agreement. 

  
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 21. Applicable Law. This Agreement shall be interpreted and construed by the laws
of the State of California, without regard to conflict of laws provisions. 
 22. Notification of New Employer. Executive
hereby grants consent to notification by the Company to any new employer of Executive about her rights and obligations under this Agreement. 

23. Attorneys Fees. In the event of any dispute concerning this Agreement, the prevailing Party will be entitled to recover its
attorneys’ fees and costs, in addition to any other relief to which such Party may be entitled. 
 24. Entire Agreement.
This Agreement, including Attachment “A”, contains and constitutes the entire understanding and agreement between the Parties hereto with respect to Executive’s severance benefits and the settlement of claims against the Company and
cancels all previous oral and written negotiations, agreements and commitments in connection therewith. 
 IN WITNESS WHEREOF, the Parties
hereto have duly executed this Agreement as of the day and year first above written. 
  

									
	“COMPANY”	 		 		 	“EXECUTIVE”
				
	Oclaro, Inc., a Delaware corporation	 		 		 	
					
	By:	 	 /s/ GREG DOUGHERTY
	 	  
	 	  
	 	 /s/ CATHERINE HUNT RUNDLE

	Greg Dougherty	 		 		 	Catherine Hunt Rundle
	Its: Chief Executive Officer	 		 		 	


  
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 ATTACHMENT “A” 

DESCRIPTION OF SEVERANCE BENEFITS 

In exchange for Executive’s execution of this Agreement, including, but not limited to, her waiver and release of claims described in
Section 5, the Company hereby agrees to provide Executive with the following severance benefits: 
 (a) The Company shall pay the
Executive the amount of $ 410,300.00 less all applicable state and federal taxes and withholdings, on the Payment Date (as defined in Section 4 of this Agreement). 

(b) Outplacement – The Company agrees to provide Executive with outplacement assistance by the Lee Hecht Harrison company for two months
under The Search Launch Program to be started by Executive not earlier than January 1, 2014 and to be completed not later than March 15, 2014.