OPTICAL COATING LABORATORY, INC.

                                   EMPLOYEE:        (Label)




                             CHANGE IN CONTROL
                      EMPLOYMENT ASSURANCE AGREEMENT

     AGREEMENT made this 20th day of November 1997, between Optical Coating
Laboratory, Inc. ("OCLI"), having its principal place of business at 2789
Northpoint Parkway, Santa Rosa, California, and the employee referenced on
the label affixed above (hereinafter "Employee").

     The purpose of this Agreement is to afford Employee additional
security concerning his or her employment with Employer by providing for
certain termination payments to Employee in the event that there is a
Change in Control of OCLI or Employer as described in the definition of
"Change in Control" below.  The provisions of this Agreement shall only be
effective in the event that there is a Change in Control, and nothing in
this Agreement extends or expands Employee's present rights concerning
employment with Employer in the absence of a Change in Control.

     Based upon the foregoing, and in consideration of Employee's continued
employment with Employer, OCLI and Employer agree as follows:

     1.   Term.  This Agreement shall be effective as of the date first
written above through November 20, 1999; provided, however, that if a
Change in Control occurs on or before November 20, 1999, this Agreement
shall remain in effect for two (2) years from the date of occurrence of the
Change in Control.

     2.   Termination.

          (a)  Termination by Employer or Constructive Dismissal by
Employer after a Change in Control. Except in the case of a termination for
cause by Employer, if at any time within two (2) years after the occurrence
of a Change in Control, either (i) Employer terminates Employee's
employment, or (ii) Employee terminates his or her employment following a
Constructive Dismissal by Employer, then Employee shall be paid an amount
equal to twelve (12) months of Employee's maximum salary in effect within
twelve (12) months of termination.

          (b)  Time of Payment.  Employer shall pay any amounts due to
Employee upon termination of Employee's employment.

          (c)  No Other Severance Payments.  If Employee receives a payment
under subparagraph 2(a), Employee shall not be entitled to any severance
payments that might otherwise be payable to Employee.

     3.   Acceleration of Unvested Stock Options.  Upon a Change in Control
as defined herein, all unvested outstanding stock options held by Employee
shall be immediately exercisable.

     4.   Certain Definitions.  For purposes of this agreement, the
following terms have the meanings indicated:

          (a)  "Acquiring Person" shall mean any person who or which,
together with all Affiliates and Associates of such person, shall be the
owner, beneficial or otherwise, of more than twenty percent (20%) of the
shares of Common Stock of OCLI or Employer then outstanding, but shall not
include OCLI, Employer, any subsidiary of OCLI or Employer, any employee
benefit plan of OCLI or Employer or of any subsidiary of OCLI or Employer,
or any person or entity organized, appointed or established by OCLI or
Employer for or pursuant to the terms of any such plan.

          (b)  "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, and in
effect on the date of this Agreement.

          (c)  "Continuing Director" shall mean (i) any member of the Board
of Directors of OCLI or Employer, while such person is a member of the
Board prior to the date of this Agreement, or (ii) any person who
subsequently becomes a member of the Board, while such person is a member
of the Board, if such person's nomination for election or re-election to
the Board is recommended or approved by a majority of the Continuing
Directors.

          (d)  "Constructive Dismissal by Employer" shall occur if Employer
demotes Employee, reduces Employee's duties, decreases Employee's benefits
or compensation, or relocates Employee to a location outside of the
community where Employee is employed as of the date of the Change in
Control.

          (e)  "Change in Control" shall mean the occurrence of any of the
events described in subparagraph (i) or (ii) below:

               (i)  (A) The acquisition of more than twenty percent (20%)
of the shares of Common Stock of OCLI or Employer then outstanding by an
Acquiring Person, alone or together with such person's Affiliates or
Associates, including any such acquisitions pursuant to a "reorganization"
within the meaning of Section 181 of the California Corporations Code and
(B) the adoption by OCLI's Board of Directors of a resolution (x)
disapproving the acquisition described in subparagraph 4(e)(i)(A); or (y)
declaring as operative the provisions of this Agreement pertaining to a
Change in Control; or

               (ii) The failure of a majority of the members of the Board
of Directors of OCLI or Employer to be Continuing Directors.

          (f)  "Termination for Cause" shall mean a termination by Employer
because of a willful breach by Employee in the course of his or her
employment, or in the case of his or her habitual neglect of his or her
duties or continuing incapacity to perform his or her duties.

     5.   Effect of Employer's Merger, Transfer of Assets or Dissolution.

     This Agreement shall not be terminated by any merger or consolidation
where OCLI or Employer is not the consolidated or surviving corporation,
transfer of substantially all of the assets of OCLI or Employer, or voluntary
or involuntary dissolution of OCLI or Employer.  In the event of any such
merger, consolidation or transfer of assets, the surviving corporation or
the transferee of OCLI's or Employer's assets shall be bound by the
provisions of this Agreement, and OCLI or Employer shall take all actions
necessary to insure that such corporation or transferee is bound by the
provisions of this Agreement.

     6.   Agreement Supersedes Any Inconsistent Prior Agreements or
Understandings.

        The terms of this Agreement supersede any insistent prior
promises, policies, representations, understandings, arrangements or
agreements between the parties.

     7.   Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California.

                                    OPTICAL COATING LABORATORY, INC.



                                    By

EMPLOYEE:


Signature                           Date

Address:
























                             5                  Change in Control
                                   Employment Assurance Agreement
                                                November 20, 1997