Unassociated Document


    
      
        
          

        

      

      Exhibit
        10.19

      


      UNITED
        STATES DISTRICT
        COURT

      FOR
        THE DISTRICT OF NEW JERSEY

      
        	
                 

              	
                 

              	 
	
                LEWIS
                  EDELSTEIN, Derivatively
                  on

              	
                )

              	 
	
                Behalf
                  of Nominal
                  Defendant

              	
                )

              	
                No.
07-00596
                  (FLW)

              
	
                EMCORE
                  CORPORATION,

              	
                )

              	 
	 	 	
                )

              	 
	
                Plaintiff,

              	
                )

              	 
	 	 	
                )

              	 
	
                v.

              	
                )

              	 
	 	 	
                )

              	 
	
                HOWARD
                  W. BRODIE, REUBEN
                  F.

              	
                )

              	 
	
                RICHARDS,
                  JR., RICHARD A.
                  STALL,

              	
                )

              	 
	
                THOMAS
                  G. WERTHAN,
                  CRAIG

              	
                )

              	 
	
                FARLEY,
                  THOMAS GMITTER,
                  SCOTT

              	
                )

              	 
	
                MASSIE,
                  THOMAS J.
                  RUSSELL,

              	
                )

              	 
	
                ROBERT
                  LOUIS-DREYFUS,
                  ROBERT

              	
                )

              	 
	
                BOGOMOLNY,
                  CHARLES SCOTT
                  and

              	
                )

              	 
	
                JOHN
                  GILLEN,

              	
                )

              	 
	 	 	
                )

              	 
	
                Defendants,

              	
                )

              	 
	 	 	
                )

              	 
	
                and

              	
                )

              	 
	 	 	
                )

              	 
	
                EMCORE
                  CORPORATION,

              	
                )

              	 
	 	 	
                )

              	 
	
                Nominal
                  Defendant.

              	
                )

              	 
	 	 	
                )

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                 

              	
                 

              	 
	
                KATHRYN
                  Y. GABALDON,
                  Derivatively

              	
                )

              	 
	
                On
                  Behalf of Nominal
                  Defendant

              	
                )

              	
                No.
                  07-03185(FLW)

              
	
                EMCORE
                  CORPORATION,

              	
                )

              	 
	 	 	
                )

              	 
	
                Plaintiff,

              	
                )

              	 
	 	 	
                )

              	 
	
                v.

              	
                )

              	 
	 	 	
                )

              	 
	
                HOWARD
                  W. BRODIE, et
                  al.,

              	
                )

              	 
	 	 	
                )

              	 
	
                Defendants,

              	
                )

              	 
	 	 	
                )

              	 
	
                and

              	
                )

              	 
	 	 	
                )

              	 
	
                EMCORE
                  CORPORATION,

              	
                )

              	 
	 	 	
                )

              	 
	
                Nominal
                  Defendant.

              	
                )

              	 
	 	 	
                )

              	 
	 	 	
                 

              	 
	
                MICHAEL
                  J. SACKRISON,
                  Derivatively

              	
                )

              	 
	
                On
                  Behalf of Nominal
                  Defendant

              	
                )

              	
                No.
                  07-03186(FLW)

              
	
                EMCORE
                  CORPORATION,

              	
                )

              	 
	 	 	
                )

              	 
	
                Plaintiff,

              	
                )

              	 
	 	 	
                )

              	 
	
                v.

              	
                )

              	 
	 	 	
                )

              	 
	
                HOWARD
                  W. BRODIE, et
                  al.,

              	
                )

              	 
	 	 	
                )

              	 
	
                Defendants,

              	
                )

              	 
	 	 	
                )

              	 
	
                and

              	
                )

              	 
	 	 	
                )

              	 
	
                EMCORE
                  CORPORATION,

              	
                )

              	 
	 	 	
                )

              	 
	
                Nominal
                  Defendant.

              	
                )

              	 
	 	
                )

              	 


      

      


       

      STIPULATION
        OF COMPROMISE
        AND SETTLEMENT

       

      This
        Stipulation of Compromise and Settlement is made and entered into, subject
        to
        the approval of the Court, by and among (i) plaintiffs Lewis Edelstein, Kathryn
        Y. Gabaldon and Michael J.
        Sackrison, who have brought suit derivatively for and on behalf of
        Nominal Defendant EMCORE Corporation (“EMCORE” or the “Company”), (ii)
        Individual Defendants Howard W. Brodie, Reuben F. Richards, Jr., Richard
        A.
        Stall, Thomas G. Werthan, Craig Farley, Thomas Gmitter, Scott Massie, Thomas
        J.
        Russell, Robert Louis-Dreyfus, Robert Bogomolny, Charles Scott and John Gillen
        and (iii) Nominal Defendant EMCORE.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      
        	
                I.

              	
                DEFINITIONS
                  

              


      

       

      As
        used
        in this Stipulation, the following terms shall have the meanings specified
        below:

      
         

        1.1   “Actions”
          means the Edelstein Action and the Gabaldon and Sackrison Actions, collectively,
          as defined below. 

      

      
         

        1.2   “Board”
          means the Board of Directors of EMCORE. 

      

      
         

        1.3   “Complaints”
          means the complaints filed in the Actions. 

      

      
         

        1.4   “Court”
          means the United States District Court for the District of New Jersey.
          

      

      
         

        1.5   “Defendants”
          means the Individual Defendants and the Nominal Defendant, collectively.
          

      

      
         

        1.6   “Defendants’
          Counsel” means all counsel for the Individual Defendants and the Nominal
          Defendant, collectively. 

      

      
         

        1.7   “Edelstein”
          means plaintiff in the Edelstein Action, Lewis Edelstein. 

      

      
         

        1.8   “Effective
          Date” means the date of completion of the following:  (a) (1) entry of
          an Order and Final Judgment which approves in all material
          respects:  (i) the dismissal with prejudice of the claims that have
          been made in the Actions and (ii) the releases provided for in the Stipulation;
          and (2) either (i) expiration of the time to appeal or otherwise seek review
          of
          the Order and Final Judgment, as defined herein, without any appeal having
          been
          taken or review sought, or (ii) if an appeal is taken or review sought,
          the
          expiration of five (5) days after an appeal or review shall have been dismissed
          or finally determined by the highest court before which such appeal or
          review is
          sought and which affirms the material terms of the Settlement and/or Order
          and
          Final Judgment and is not subject to further judicial review; and (b) entry
          of
          the final Court order regarding approval of Fees and Expenses.


      

      
         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        1.9   “Edelstein
          Action” means Edelstein v.
          Brodie, et al., Case No. 07-00596, filed in the Court.


      

      
         

        1.10   “Final”
          means no longer subject to review upon appeal or review in connection with
          a
          Petition for Writ of Certiorari or other similar writ, whether by exhaustion
          of
          any possible appeal, lapse of time or otherwise. 

      

      
         

        1.11   “Gabaldon
          and Sackrison Actions” means the actions captioned Gabaldon v. Brodie,
          et al.,
          Docket No. SOM-C-012038-07 and Sackrison v. Brodie, et al.,
          Docket No. SOM-C-012037-07, which were commenced on or about May 22, 2007,
          in
          the Superior Court of New Jersey, Chancery Division, Somerset County, and
          subsequently removed to this Court. 

      

      
         

        1.12   “Individual
          Defendants” means Howard W. Brodie, Reuben F. Richards, Jr., Richard A. Stall,
          Thomas G. Werthan, Craig Farley, Thomas Gmitter, Scott Massie, Thomas J.
          Russell, Robert Louis-Dreyfus, Robert Bogomolny, Charles Scott, and John
          Gillen.


      

      
         

        1.13   “MOU”
          means the Memorandum of Understanding entered into by the Parties in the
          Edelstein Action on or about September 26, 2007 outlining the terms agreed
          upon
          by the Parties therein for the settlement of the Edelstein Action.


      

      
         

        1.14   “Nominal
          Defendant,” “EMCORE” and the “Company” mean EMCORE Corporation.


      

      
         

        1.15   “Nominal
          Defendant’s Counsel” means Jenner & Block LLP and Carella, Byrne, Bain,
          Gilfillan, Cecchi, Stewart & Olstein. 

      

      
         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        1.16   “Notice”
          means the Notice of Pendency and Settlement of Actions. 

      

      
         

        1.17   “Order
          and Final Judgment” means an order and Final judgment. 

      

      
         

        1.18   “Parties”
          means the Plaintiffs, the Individual Defendants and the Nominal Defendant.
          

      

      
         

        1.19   “Person”
          means a natural person, individual, corporation, partnership, limited
          partnership, limited liability partnership, limited liability company,
          association, joint venture, joint stock company, estate, legal representative,
          trust, unincorporated association, government or any political subdivision
          or
          agency thereof, any business or legal entity, and any spouse, heir, legatee,
          executor, administrator, predecessor, successor, representative, or assign
          of
          any of the foregoing. 

      

      
         

        1.20   “Plaintiffs”
          means Lewis Edelstein, Kathryn Y. Gabaldon and Michael J. Sackrison.


      

      
         

        1.21   “Plaintiffs’
          Counsel” means Schiffrin Barroway Topaz & Kessler, LLP, Stull, Stull &
Brody, and Weiss & Lurie. 

      

      
         

        1.22   “Preliminary
          Order” means an order preliminarily approving the Stipulation and the form of
          Notice. 

      

      
         

        1.23   “Related
          Persons” means, with respect to any Person, such Person’s present and former
          parent entities, subsidiaries (direct or indirect) and affiliates, and
          each of
          their respective present and former shareholders, general partners, limited
          partners, affiliates, divisions, joint ventures, partnerships, officers,
          directors, employees, agents, representatives, attorneys, excess insurers,
          experts, advisors, investment advisors, underwriters, fiduciaries, trustees,
          auditors, accountants, representatives, spouses and immediate family members,
          and the predecessors, heirs, legatees, successors, assigns, agents, executors,
          devisees, personal representatives, attorneys, advisors and administrators
          of
          any of them, and the predecessors, successors, and assigns of each of the
          foregoing, and any other Person in which any such Person has or had a
          controlling interest or which is or was related to or affiliated with such
          Person, and any trust of which such Person is the settler or which is for
          the
          benefit of such Person or member(s) of his or her family. 

      

      
         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        1.24   “Released
          Claims” means any and all claims, rights or causes of action, or liabilities
          whatsoever, whether asserted directly, individually, derivatively, or in
          a
          representative capacity, whether known or unknown or suspected to exist,
          whether
          based on federal, state, local, statutory, common, foreign, international,
          or
          any other law, rule, or regulation, and whether fixed or contingent, accrued
          or
          unaccrued, liquidated or unliquidated, or matured or unmatured, that have
          been
          or could have been asserted against the Individual Defendants, nominal
          defendant
          EMCORE, and each of their respective parents, subsidiaries, affiliates,
          predecessors, successors, agents, advisors or consultants (including, without
          limitation, any of their present or former officers, directors, the Board
          of
          Directors and any Committees of the Board of Directors, employees, agents,
          consultants, attorneys, stockholders, financial advisors, accountants,
          commercial bank lenders, investment bankers, representatives, affiliates,
          associates, parents, subsidiaries, general and limited partners and
          partnerships, heirs, executors, administrators, successors, and assigns),
          which
          arise out of or relate in any way to the allegations, transactions, acts,
          facts,
          matters or occurrences, representations, or omissions described, set forth,
          or
          referred to in the Complaints or any amendment thereof, including but not
          limited to (1) claims related to options back-dating, forward-dating,
          spring-loading, bullet-dodging, or any other options dating practice, procedure
          or policy, (2) claims for breach of fiduciary duty, insider trading,
          misappropriation of information, failure to disclose, abuse of control,
          breach
          of EMCORE’s policies or procedures, waste, mismanagement, gross mismanagement,
          unjust enrichment, misrepresentation, fraud, violations of law, money damages,
          or other relief and (3) claims that arise out of or relate in any way to
          any
          stock-option grants made since the inception of EMCORE through the effective
          date of this Settlement. 

      

      
         

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        1.25   “Released
          Parties” means the Defendants and their Related Persons. 

      

      
         

        1.26   “SEC”
          means the Securities and Exchange Commission. 

      

      
         

        1.27   “Settlement”
          means the settlement and compromise of the Actions as provided for herein.
          

      

      
         

        1.28   “Settlement
          Hearing” means the hearing or hearings at which the Court will review the
          adequacy, fairness, and reasonableness of the Settlement, and whether the
          application of Plaintiffs’ Counsel for the Fees and Expenses award should be
          approved. 

      

      
         

        1.29   “Special
          Committee” means the special committee of the Board of Directors appointed to
          review the Company’s historical stock option grant procedures.


      

      
         

        1.30   “Stipulation”
          means this Stipulation of Settlement. 

         

      

      
        	
                II.

              	
                FACTUAL
                  AND PROCEDURAL HISTORY 

              


      

      
         

        2.1   On
          February 2, 2007, plaintiff Edelstein, by and through his counsel Schiffrin
          Barroway Topaz & Kessler, LLP, commenced a derivative action captioned Edelstein v. Brodie,
          et al.,
          Case No. 07-00596 (FLW), in the United States District Court for the District
          of
          New Jersey. 

      

      
         

        2.2   The
          Edelstein Action was brought by a shareholder of EMCORE on behalf of Nominal
          Defendant EMCORE and alleges that, from 1999 to 2006 (the “Relevant Period”),
          stock option grants to officers and directors of the Company were improperly
          “backdated.” 

      

      
         

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        2.3   On
          November 6, 2006, in the Company’s Form 8-K filing, EMCORE announced that the
          Special Committee had concluded that it is likely that the measurement
          dates for
          certain EMCORE stock option grants differed from the recorded grant dates
          for
          such awards. 

      

      
         

        2.4   On
          November 15, 2006, EMCORE announced the results of its stock option grant
          review
          and the expectation that it would record non-cash charges for a stock-based
          compensation expense of approximately $24 million. 

      

      
         

        2.5   The
          Special Committee recommended certain remedial measures to address these
          issues,
          which the Company has implemented. 

      

      
         

        2.6   EMCORE
          has produced certain nonpublic documents to Edelstein’s counsel relating to the
          stock option granting practices of EMCORE during the Relevant Period.


      

      
         

        2.7   Counsel
          for Edelstein conferred with counsel for EMCORE on multiple occasions to
          discuss
          possible additional remedial measures beyond those recommended by the Special
          Committee and to discuss the documents provided to Edelstein’s counsel.


      

      
         

        2.8   On
          May
          22, 2007, plaintiffs Gabaldon and Sackrison, by and through their counsel
          Stull
          Stull & Brody and Weiss & Lurie, commenced derivative actions captioned
Gabaldon v. Brodie,
          et
          al., Docket No. SOM-C-012038-07 and Sackrison v.
          Brodie, et al.,
          Docket No. SOM-C-012037-07, in the Superior Court of New Jersey, Chancery
          Division, Somerset County. 

      

      
         

        2.9   The
          Gabaldon and Sackrison Actions were also brought by shareholders of EMCORE
          on
          behalf of Nominal Defendant EMCORE and allege that, from 1999 to 2006,
          stock
          option grants to officers and directors of the Company were improperly
          “backdated.” 

      

      
         

        2.10   On
          or
          about July 10, 2007, Defendants removed the Gabaldon and Sackrison Actions
          to
          federal court. 

      

      
         

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        2.11   The
          Gabaldon and Sackrison Actions remain in federal court and are currently
          captioned Gabaldon v. Brodie,
          et al., Case No. 07-civ-03185(FLW)(JJH), and Sackrison v.
          Brodie, et al.,
          Case No. 07-civ-03186(FLW)(JJH). 

      

      
         

        2.12   EMCORE,
          the Individual Defendants and Plaintiffs, by and through their undersigned
          attorneys, have engaged in good-faith, arms-length discussions with regard
          to
          the settlement of the Actions. 

      

      
         

        2.13   Following
          negotiations between plaintiff Edelstein, the Individual Defendants, and
          the
          Nominal Defendant, plaintiff’s counsel in the Edelstein Action and Defendants’
Counsel reached an agreement-in-principle providing for the Settlement
          on the
          terms and conditions set forth below, and the Parties believe that the
          Settlement is in the best interests of the Parties. 

      

      
         

        2.14   On
          or
          about September 26, 2007, plaintiff Edelstein, the Individual Defendants
          and the
          Nominal Defendant entered into the MOU, pursuant to which the Parties in
          the
          Edelstein Action agreed to enter into the Settlement outlined in this
          Stipulation. 

      

      
         

        2.15   Defendants
          do not admit and expressly deny all of Plaintiffs’ claims in the Actions.


      

      
         

        2.16   Plaintiffs
          acknowledge and agree that the execution of the Stipulation by the Individual
          Defendants is not an admission on the part of any of the Individual Defendants
          that they have in any way committed or attempted to commit any alleged
          violation
          of law or breach of fiduciary duty, including a breach of any duty to EMCORE
          or
          its shareholders, or otherwise acted in any improper manner. 

      

      
         

        2.17   Plaintiffs
          do not admit that any of their claims lack merit. 

      

      
         

        2.18   Both
          Plaintiffs and EMCORE believe that the proposed Settlement is in the best
          interests of EMCORE and EMCORE’s shareholders. 

      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      NOW,
        THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the undersigned
        counsel for the Parties herein, and subject to the approval of the Court
        pursuant to FED. R. CIV. P. 23.1, that all claims and causes of action that
        have
        been or could have been set forth in the Complaints in the Actions or any
        amendment thereof, and all claims or causes of action in any way relating
        to or
        arising out of any of the acts, transactions and occurrences that were or
        could
        have been set forth therein, shall be and hereby are compromised, settled,
        discontinued and dismissed with prejudice and without costs (except as defined
        herein) as to all Defendants upon the following terms and
        conditions. 

       

      
        	
                III.

              	
                SETTLEMENT
                  OF THE ACTIONS 

              


      

       

      
        	
                 

              	
                3.1

              	
                Principal
                  Terms of Settlement. 

              


      

       

      
        	
                 

              	
                a.

              	
                Stock
                  Option Grants 

              


      

       

      
        	
                 

              	
                (1)

              	
                Stock
                  options granted to newly hired employees shall be granted to such
                  employees on their first day of employment or on the date of Compensation
                  Committee approval with an exercise price not less than 100% of
                  the fair
                  market value of the Company's stock, as defined by the Company's
                  applicable stock option plan. The Company’s Compensation Committee, after
                  consultation with counsel, has determined that the historical practice
                  of
                  using the closing price on the grant date is consistent with the
                  terms of
                  the Plan and has memorialized that practice in a formal amendment
                  as
                  reported on a Form 8-K dated April 19, 2007.1

              


      

      _____________________ 
        1“Fair
          Market
          Value” of a share of Stock as of a given date shall be: (i) if the Stock
          is listed or admitted to trading on an established stock exchange (including,
          for this purpose, The Nasdaq Global Market that comprises part of The Nasdaq
          Stock Market), the closing sale price for a share of Stock on the composite
          tape
          or in Nasdaq Global Market trading as reported in The Wall Street Journal
(or,
          if not so reported, such other nationally recognized reporting source as
          the
          Committee shall select) for such date, or, if no such price is reported
          for such
          date, the most recent day for which such price is available shall be used;
          (ii)
          if the Stock is not then listed or admitted to trading on such a stock
          exchange,
          the closing sale price for a share of Stock on such date as reported by
          The
          Nasdaq Capital Market or, if not so reported, by the OTC Bulletin Board
          (or any
          successor or similar quotation system regularly reporting the market value
          of
          the Stock in the over-the-counter market), or, if no such price is reported
          for
          such date, the most recent day for which such price is available shall
          be used;
          or (iii) in the event neither of the valuation methods provided for in
          clauses
          (i) and (ii) above is practicable, the fair market value of a share of
          Stock
          determined by such other reasonable valuation method as the Committee shall,
          in
          its discretion, select and apply in good faith as of the given date; provided, however, that for
          purposes of paragraphs (a) and (b) of Section 6 of EMCORE’s Amended and Restated
          2000 Stock Option Plan, such fair market value shall be determined subject
          to
          Section 422(c)(7) of the Internal Revenue Code of 1986.

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

       

      
        
          	
                	
                  (2)

                	
                  The
                    Company shall not change the exercise prices of any stock options
                    after
                    Compensation Committee approval, nor exchange stock options for
                    other
                    stock options with lower exercise prices.


                


        

      

       

      
        	
                 

              	
                (3)

              	
                The
                  Company will prohibit any additions or modifications to the number
                  of
                  stock options granted to any employee after the Compensation Committee
                  has
                  approved the grants. 

              


      

       

      
        	
                 

              	
                (4)

              	
                With
                  respect to any yearly retention grants to employees, the Company
                  will
                  maintain the practice of awarding any retention grants to senior
                  management on the same date and with the same exercise price as
                  any
                  retention grants awarded to non-senior management employees.
                  

              


      

       

      
        	
                 

              	
                (5)

              	
                The
                  exercise prices for all stock options granted to employees, except
                  new-hire grants, shall be set at the closing price of the Company's
                  common
                  stock on the date on which the Compensation Committee approves
                  the grants.
                  Plaintiffs require that the exercise prices of all stock options
                  shall be
                  at least 100% of the fair market value of the Company's stock,
                  as defined
                  by the Company's applicable stock option plan, on the date on which
                  the
                  Compensation Committee approves the grants.


              


      

       

      
        	
                 

              	
                (6)

              	
                Other
                  than new-hire grants, the Company’s CEO and Vice President of Human
                  Resources will recommend to the Compensation Committee the recipients
                  of
                  grants and amount of stock options to be awarded to each
                  grantee.  The Compensation Committee may consider and approve
                  the CEO’s and Vice President of Human Resources’ recommendations in the
                  exercise of their own judgment.  The Compensation Committee
                  shall make grant determinations only at duly convened meetings
                  and not
                  through unanimous written consents.


              


      

       

      
        	
                 

              	
                (7)

              	
                All
                  stock option grants will be communicated to employees as soon as
                  practicable after the grant date, as required by applicable accounting
                  rules. Plaintiffs require written documentation identifying grantees,
                  amounts and prices of all stock options granted on a particular
                  date which
                  shall be complete and final and approved by all members of the
                  Compensation Committee on the date of grant.2 Grant
                  packages
                  shall be distributed to employees on or as soon as practicable
                  following
                  the grant date. In the event such grant package is not available
                  for
                  distribution as of the grant date, an electronic communication
                  shall be
                  sent to the respective employee within two business days of the
                  grant
                  date. Additionally, Plaintiffs require that this signed documentation
                  shall be transmitted to the Company's legal and accounting departments
                  within seven (7) days of the grant.


              


      

      
        _____________________

        2
          Approval
          of grants will only occur at a duly convened meeting of the Compensation
          Committee.  However, many meetings are telephonic.  It is
          impractical to ask each member of the committee to sign the grant list
          at the
          time of the meeting as that presents the same potential problem as unanimous
          written consents.

         

      

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  (8)

                	
                  The
                    Company will designate a member of its in-house legal and accounting
                    staffs to oversee documentation and accounting for all stock
                    option
                    grants. Plaintiffs require that the Compensation Committee shall
                    designate
                    one Company legal officer and one Company accounting officer
                    who shall be
                    responsible for ensuring compliance with applicable laws and
                    regulations
                    by option grantees (e.g., timely and accurate filing of SEC Forms
                    3, 4 and
                    5) and shall provide effective monitoring mechanisms to ensure
                    that such
                    laws and regulations, and the Company's policies, procedures
                    and stock
                    option plans, are followed. 

                


        

      

       

      
        	
                 

              	
                (9)

              	
                The
                  Board of Directors will conduct a biannual review of all new-hire
                  grants
                  to ensure compliance with the Company's policies and procedures.
                  Plaintiffs require that the Board shall biannually conduct a review
                  of all
                  stock option grants to ensure compliance with the Company's policies,
                  procedures and stock option plans. 

              


      

       

      
        	
                 

              	
                (10)

              	
                The
                  Company will monitor industry and regulatory practices and revise
                  its
                  practices as developments occur. Plaintiffs require that management
                  shall
                  annually assess the adequacy of the Company's internal controls
                  with
                  regard to stock option grants and shall report its assessment in
                  the
                  Company's annual report on internal controls pursuant to section
                  404 of
                  the Sarbanes-Oxley Act. 

              


      

       

      
        	
                 

              	
                (11)

              	
                Grants
                  of stock options to new hires shall vest over a five-year period,
                  20%
                  vesting per year. Retention grants for existing employees shall
                  vest over
                  a four-year period, 25% vesting per year.


              


      

       

      
        	
                 

              	
                (12)

              	
                The
                  Company will comply with SEC disclosure rules regarding the grantees,
                  amounts, dates, prices and vesting schedules of stock options.
                  

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

      
        	
                 

              	
                (13)

              	
                The
                  Company shall maintain all documentation relating to all stock
                  option
                  grants until at least seven (7) years after the expiration of the
                  pertinent stock option grants. 

              


      

       

      
        	
                 

              	
                b.

              	
                Insider
                  Trading Policy 

              


      

       

      
        	
                 

              	
                (1)

              	
                The
                  Company shall maintain an Insider Trading Policy that provides
                  as follows:
                  

              


      

       

      
        	
                 

              	
                (a)

              	
                The
                  Insider Trading Policy shall specifically prohibit all Company
                  directors,
                  officers and employees from trading in Company securities while
                  in
                  possession of material nonpublic information regarding the Company,
                  including, but not limited to, (i) information regarding actual
                  or
                  estimated results of operations and earnings; (ii) proposals or
                  agreements
                  relating to mergers, acquisitions or divestitures; and (iii) information
                  regarding significant contracts, patents or new product development.
                  

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  Insider Trading Policy shall encourage all directors and Section
                  16
                  officers who wish to trade in Company securities to adopt a valid
                  trading
                  plan pursuant to SEC Rule 10b-5-1. 

              


      

       

      
        	
                 

              	
                (c)

              	
                The
                  Insider Trading Policy shall require all Company employees who
                  wish to
                  trade in Company securities to do so only within prescribed "trading
                  windows." Each quarter there will be a Blackout Period beginning
                  on the
                  last day of the quarter and running until the business day after
                  the
                  earnings conference call of such quarter. For example, with respect
                  to the
                  quarter ended March 31, if the earnings call is scheduled for Friday,
                  May
                  3, the Blackout Period would run from March 31 through May 6, and
                  trading
                  could resume on May 7. In addition, from time to time as a result
                  of
                  material corporate developments, the Company may impose additional
                  Blackout Periods during which no trading may occur. All Executives
                  will be
                  notified of the commencement and end of such Blackout Periods by
                  the CFO
                  or the General Counsel. 

              


      

       

      
        	
                 

              	
                (2)

              	
                The
                  Board shall appoint the Company's General Counsel or another senior
                  officer to serve as the Company's "Trading Compliance Officer."
                  The Trading Compliance Officer shall be responsible for developing
                  (along
                  with the full Board); presenting to the Board for approval; and
                  monitoring
                  and updating a comprehensive program (the "Trading Compliance Program")
                  designed to ensure compliance with the foregoing insider trading
                  policies
                  and providing for appropriate sanctions for noncompliance.  The
                  independent directors shall be responsible for direct oversight
                  of the
                  Trading Compliance Program and the Trading Compliance Officer and
                  shall
                  have regular access to the Trading Compliance Officer, including
                  the
                  opportunity to meet with the Trading Compliance Officer outside
                  the
                  presence of any other senior executives.


              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

      
        	
                 

              	
                c.

              	
                Board
                  of Directors 

              


      

       

      
        	
                 

              	
                (1)

              	
                The
                  Company shall revise its articles of incorporation and/or by-laws
                  to
                  require that at least a majority of the members of the Board be
                  independent, where independence is defined as follows:
                  

              


      

       

      
        	
                 

              	
                (a)

              	
                is
                  not, and in the past three years has not been, employed by the
                  Company or
                  any of its subsidiaries or affiliates;


              


      

       

      
        	
                 

              	
                (b)

              	
                does
                  not receive, and in the past three years has not received, any
                  remuneration as an advisor, consultant or legal counsel to the
                  Company or
                  any of its subsidiaries, affiliates, executive officers or directors;
                  

              


      

       

      
        	
                 

              	
                (c)

              	
                does
                  not have, and in the past three years has not had, any contract
                  or
                  agreement with the Company or any of its subsidiaries or affiliates
                  pursuant to which the director performed or agreed to perform any
                  personal
                  services for the Company; 

              


      

       

      
        	
                 

              	
                (d)

              	
                does
                  not have, and in the past three years has not had, any business
                  relationship or engaged in any transaction with the Company or
                  any of its
                  subsidiaries or affiliates other than his or her service as a director;
                  

              


      

       

      
        	
                 

              	
                (e)

              	
                is
                  not, and in the past three years has not been, affiliated with,
                  or
                  employed by any present or former independent auditor of the Company
                  or
                  any of its subsidiaries or affiliates;


              


      

       

      
        	
                 

              	
                (f)

              	
                is
                  not, and in the past three years has not been, a director or executive
                  officer of any company for which any executive officer of EMCORE
                  Corporation serves as a director; and


              


      

       

      
        	
                 

              	
                (g)

              	
                is
                  not a member of the immediate family of a person who is not independent
                  pursuant to subsections a-f above. 

              


      

       

      
        	
                 

              	
                (2)

              	
                Each
                  independent director shall certify in writing that he or she is
                  independent as defined above and shall immediately inform the Board
                  of any
                  change in his or her independent status.


              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

         

      

      
        	
                 

              	
                (3)

              	
                In
                  the event that the Chairman of the Board is not an independent
                  director,
                  the independent directors shall annually elect or reaffirm by majority
                  vote a Lead Independent Director. The holder of the Lead Independent
                  Director position shall rotate at least once every two years. In
                  addition
                  to the duties of all Board members, which shall not be limited
                  or
                  diminished by the Lead Independent Director's role, the specific
                  responsibilities of the Lead Independent Director shall be to:
                  

              


      

       

      
        	
                 

              	
                (a)

              	
                advise
                  the Chairman of the Board as to an appropriate schedule of Board
                  meetings,
                  seeking to ensure that the independent directors can perform their
                  duties
                  responsibly while not interfering with the flow of the Company's
                  operations; 

              


      

       

      
        	
                 

              	
                (b)

              	
                provide
                  the Chairman of the Board with input as to the preparation of agendas
                  for
                  Board and Committee meetings; 

              


      

       

      
        	
                 

              	
                (c)

              	
                advise
                  the Chairman of the Board as to the quality, quantity, and timeliness
                  of
                  the flow of information from the Company's management that is necessary
                  for the independent directors to effectively and responsibly perform
                  their
                  duties; and although the Company's management is responsible for
                  the
                  preparation of materials for the Board, the Lead Independent Director
                  may
                  specifically request the inclusion of certain material;
                  

              


      

       

      
        	
                 

              	
                (d)

              	
                recommend
                  to the Chairman of the Board the retention of consultants who report
                  directly to the Board; 

              


      

       

      
        	
                 

              	
                (e)

              	
                coordinate,
                  develop the agenda, and preside at executive sessions of the independent
                  directors, which shall be held at least quarterly;
                  

              


      

       

      
        	
                 

              	
                (f)

              	
                act
                  as principal liaison between the independent directors and the
                  Chairman of
                  the Board on sensitive issues; and 

              


      

       

      
        	
                 

              	
                (g)

              	
                evaluate,
                  along with the members of the Compensation Committee (consistent
                  with the
                  Compensation Committee Charter) and the full Board, the CEO's performance
                  and meet with the CEO to discuss the Board's evaluation.
                  

              


      

       

      
        	
                 

              	
                (4)

              	
                The
                  Company shall revise its articles of incorporation and/or by-laws
                  to
                  provide a reasonable procedure whereby any shareholder or group
                  of
                  shareholders who hold an aggregate of at least 20% of the Company's
                  outstanding shares may nominate a candidate for election to the
                  Board and
                  have the nominee included in the Company's annual proxy materials.
                  

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (5)

              	
                The
                  Company shall revise its articles of incorporation and/or by-laws
                  to
                  provide that, starting as of June 1, 2007, independent directors
                  may serve
                  on the Board for no more than a total of 10 consecutive years.
                  After
                  serving a ten-year term during any period after June 1, 2007, an
                  independent director must step down from the Board for at least
                  one year
                  before seeking re-election to the Board.


              


      

       

      
        	
                 

              	
                (6)

              	
                Directors
                  shall participate in an initial orientation program upon election
                  to the
                  Board and, if required by the rules of the applicable listing exchange,
                  in
                  regular continuing education thereafter.


              


      

       

      
        	
                 

              	
                (7)

              	
                Absent
                  extraordinary circumstances, each member of the Board shall attend
                  each
                  annual shareholder meeting in person.


              


      

       

      
        	
                 

              	
                d.

              	
                Compensation
                  Committee 

              


      

       

      
        	
                 

              	
                (1)

              	
                The
                  Compensation Committee shall circulate a comprehensive and responsible
                  set
                  of assumptions, policies and procedures for determining executive
                  compensation (e.g., company
                  compensation levels should be compared to similar-sized businesses
                  in
                  similar industries or with similar profitability), and shall establish
                  objective measures for all cash and non-cash compensation, including
                  bonuses, stock options, stock grants, and benefits such as health
                  care;
                  use of company vehicles; memberships; travel for friends, relatives
                  or
                  personal trips; personal housing; and tax or legal services paid
                  for or
                  provided by the Company. 

              


      

       

      
        	
                 

              	
                (2)

              	
                At
                  least once every three years the Compensation Committee shall select
                  and
                  retain an independent consultant to conduct a comparative study
                  of the
                  Company's executive compensation policies, practices, and procedures
                  relative to other public companies and prepare and submit to the
                  Compensation Committee a report and recommendations.
                  

              


      

       

      
        	
                 

              	
                (3)

              	
                The
                  Compensation Committee shall set, in writing, annual and long-term
                  performance goals for each executive officer of the Company. The
                  Compensation Committee shall annually complete a written evaluation
                  of
                  each executive officer's performance against such goals and recommend
                  compensation (including cash bonuses, stock options, restricted
                  shares,
                  performance shares or other performance-based compensation) to
                  be awarded
                  based on whether the goals have been achieved.


              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                e.

              	
                Audit
                  Committee 

              


      

       

      
        	
                 

              	
                (1)

              	
                At
                  least once every three years, the Audit Committee shall request
                  that its
                  independent auditing firm conduct a comprehensive review and assessment
                  of
                  the Company's internal controls and internal audit function, and
                  prepare
                  and submit to the Audit Committee a report and recommendations.
                  

              


      

       

      
        	
                 

              	
                (2)

              	
                At
                  least annually, the Audit Committee shall meet with the Company's
                  internal
                  auditors and independent auditors to review, discuss, and approve
                  the
                  Company's accounting for stock-based compensation.
                  

              


      

       

      
        f.    The
          Company represents that three current or former Section 16 officers (the
          “Section 16 Officers”) voluntarily tendered money or unexercised options to the
          Company, or otherwise committed to surrender the financial benefit that
          they may
          have received as a result of their exercise of any mispriced stock options
          that
          they were awarded since the Company became a public company (the “Tendered
          Payments”).  The Company further represents that it has not repaid any
          of the Section 16 Officers any portion of the Tendered Payments or taken
          any
          action that has the effect of repaying the Section 16 Officers the Tendered
          Payments or otherwise compensating the Section 16 Officers for any surrendered
          mispriced options.  The Company further warrants that it shall not in
          the future make any payments or take any action that has the effect of
          compensating the Section 16 Officers for any improper financial benefit
          resulting from their receipt of any options that the Company, in consultation
          with its auditors, determines were mispriced. 

      

       

      
        g.    EMCORE
          agrees that the settlement of the Actions and the remedial measures specified
          herein provide a substantial benefit to EMCORE and its shareholders.


      

       

      
        3.2   Reliance
          Upon Own
          Knowledge.  Plaintiffs expressly represent and warrant that, in
          entering into the Settlement, they relied upon their own knowledge and
          investigation (including the knowledge of and investigation performed by
          Plaintiffs’ Counsel), and not upon any promise, representation, warranty, or
          other statement made by or on behalf of any of the Defendants or their
          Related
          Persons not expressly contained in the Stipulation. 

      

      
         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        3.3   Defendants’
Denial
          of
          Liability.  EMCORE and each of the Individual Defendants have
          denied and continue to deny all of the claims in the Actions, and have
          denied
          and continue to deny having committed, aided, or attempted to commit any
          violations of law or breach of any duty of any kind or otherwise acted
          in any
          improper manner.  Defendants are entering into the Stipulation because
          the Settlement would eliminate the expenses, burdens, and risks associated
          with
          further litigation of the Actions.  EMCORE is entering into the
          Stipulation for the further reason that it believes that the Settlement
          is in
          the best interests of EMCORE and its shareholders. 

      

      
         

        3.4   Notice.EMCORE
          shall be responsible for the cost of printing and mailing appropriate
          Court-directed individual notice to the shareholders of EMCORE entitled
          to
          receive such notice, substantially in the form of the Notice submitted
          contemporaneously herewith, and also shall be responsible for the cost
          and
          administration of any other Court-directed notice to be made by publication.
          

      

      
         

        3.5   Attorneys’
Fees
          and
          Expenses.  Subject to Court approval, EMCORE or its insurer
          shall pay, on behalf of and for the benefit of the Defendants, to Plaintiffs’
Counsel attorneys’ fees and reimbursement of expenses in the aggregate amount of
          $700,000 (the “Fees and Expenses”).  The Parties agree that the Fees
          and Expenses will be paid by the Company’s insurer on behalf of the Defendants
          into an interest-bearing escrow account with a national banking association
          and
          subject to the terms of an escrow agreement approved by the insurer within
          10
          business days of the later of (i) Defendants’ receipt of notice of the Court’s
          order approving the Settlement; and (ii) the insurer’s receipt of payee
          information.  Said monies will be paid out to Schiffrin Barroway Topaz
& Kessler, LLP, as receiving agent for Plaintiffs’ Counsel, immediately upon
          the Settlement becoming effective as set forth in paragraph 5.1
          below.  Except as expressly provided herein, Plaintiffs and
          Plaintiffs’ Counsel shall bear their own fees, costs, and expenses and no
          Defendant shall assert any claim for expenses, costs, and fees against
          Plaintiffs. 

      

      
         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        3.6   Releases.  Upon
          the Effective Date, Plaintiffs, individually and derivatively on behalf
          of
          EMCORE and all other shareholders of EMCORE, and their respective heirs,
          executors, administrators, representatives, agents, successors, transferees,
          and
          assigns, will release all Released Claims against the Released
          Parties.  Plaintiffs will also release all claims against Defendants’
Counsel related to the defense of the Actions.  The Defendants shall
          also release any claims they may have against Plaintiffs and Plaintiffs’ Counsel
          related to their bringing and prosecuting the Actions. 

         

      

      
        	
                IV.

              	
                PRELIMINARY
                  ORDER AND SETTLEMENT HEARING 

              


      

      
         

        4.1   Application
          for Preliminary
          Order.  The Parties shall jointly submit the Stipulation
          together with its related documents to the Court, and the Parties shall
          apply
          for the Preliminary Order by filing proper notice and supporting papers
          with the
          Court: 

      

      
         

        a.    Approving
          the form of the Notice substantially in the form of such submitted
          contemporaneously herewith; 

      

      
         

        b.    Setting
          forth the method for providing Notice to EMCORE shareholders of the Settlement
          and Settlement Hearing; 

      

      
         

        c.    Finding
          that the methods of providing Notice set forth in the Preliminary Order
          constitute the best Notice practicable under the circumstances and meet
          all
          requirements of Rule 23.1 of the Federal Rules of Civil Procedure and due
          process; and 

      

      
         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        d.    Setting
          a
          date for the Settlement Hearing to determine whether the Settlement should
          be
          approved as reasonable, adequate and in the best interests of EMCORE and
          its
          shareholders. 

         

      

      
        	
                V.

              	
                EFFECTIVE
                  DATE OF SETTLEMENT, WAIVER, OR TERMINATION


              


      

      
         

        5.1   This
          Settlement shall become effective on the Effective Date. 

      

      
         

        5.2   If
          the
          conditions identified in paragraph 1.8 fail to occur, then any of Parties
          may
          terminate the Stipulation and withdraw from the Settlement by providing
          written
          notice of such action to undersigned counsel for all of the Parties within
          thirty (30) days after the failure of such condition. In the event that
          the
          Settlement is not approved or is terminated, the Settlement and any actions
          taken in connection therewith shall be vacated and terminated and shall
          become
          null and void for all purposes, and all negotiations, transactions, and
          proceedings connected with it: (i) shall be without prejudice to the rights
          of
          any Party hereto; (ii) shall not be deemed to be or construed as evidence
          of, or
          an admission by any Party of, any fact, matter, or thing; and (iii) shall
          not be
          admissible in evidence or be used for any purpose in any subsequent proceedings
          in the Actions or any other action or proceeding. The Parties to the Stipulation
          shall be deemed to have reverted to their respective status in the Actions
          as of
          the date and time immediately prior to the execution of the MOU, and, except
          as
          otherwise expressly provided, the Parties shall proceed in all respects
          as if
          the Stipulation and any related orders had not been entered. 

      

      
         

        5.3   Standstill
          Agreement.Pending
          entry of the Final Judgment and Order based on the Settlement provided
          for in
          the Stipulation, Plaintiffs are barred and enjoined from commencing,
          prosecuting, instigating, or in any way participating in the commencement
          or
          prosecution of any action asserting any Released Claims, either directly,
          representatively, derivatively, or in any other capacity, against EMCORE
          or any
          Individual Defendant, that have been or could have been asserted, or that
          arise
          out of or relate in any way to any of the transactions or events described
          in
          the Complaints in the Actions. Plaintiffs also agree not to oppose any
          motions
          to dismiss any other proceedings to the extent any claims that are the
          subject
          of this release and dismissal contemplated by the Stipulation are asserted
          or
          continue to be asserted in any court prior to or after the entry of a judgment
          based on the Settlement in the Actions. 

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

      

      
        	
                VI.

              	
                MISCELLANEOUS
                  PROVISIONS 

              


      

      
         

        6.1   Cooperation
          of the
          Parties.  The Parties (a) acknowledge that it is their intent
          to consummate this Settlement, and (b) agree to cooperate to the extent
          reasonably necessary to effectuate and implement all terms and conditions
          of the
          Stipulation and to exercise their reasonable efforts to accomplish the
          foregoing
          terms and conditions of the Stipulation.  The Parties will seek the
          Court’s approval of the Preliminary Order and, when appropriate, the Final Order
          and Judgment. 

      

      
         

        6.2   Acknowledgment
          of Adequate
          Consideration.  The Parties acknowledge, represent and warrant
          to each other that the terms of the Settlement are such that each of the
          Parties
          is to receive adequate consideration for the consideration given.


      

      
         

        6.3   No
          Admissions.  Neither the Stipulation nor the Settlement, nor
          any act performed or document executed pursuant to or in furtherance of
          the
          Stipulation or the Settlement:  (a) is or may be deemed to be or may
          be used as an admission of, or evidence of the validity or lack of validity
          of
          any Released Claims, or any wrongdoing or liability of the Parties or any
          of
          their Related Persons; (b) is or may be deemed to be or may be used as
          an
          admission of, or evidence of, any fault or omission of any of the Parties
          or any
          of their Related Persons in any civil, criminal, or administrative proceeding
          in
          any court, administrative agency, or other tribunal; or (c) is or may be
          alleged
          or mentioned so as to contravene clause (a) above in any litigation or
          other
          action unrelated to the enforcement of the
          Stipulation.  Notwithstanding the foregoing, the Parties may file the
          Stipulation or any judgment or order of the Court related hereto in any
          action
          that may be brought against them in order to support a defense or a counterclaim
          based on res judicata,
          collateral estoppel, release, good-faith settlement, judgment bar or reduction,
          or any other theory of claim preclusion or issue preclusion, or similar
          defense
          or counterclaim. 

      

      
         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        6.4   Confidentiality
          Agreements.  All agreements made during the course of the
          negotiations relating to the confidentiality of information shall survive
          the
          Stipulation and the Settlement. 

      

      
         

        6.5   Costs.Except
          as
          otherwise expressly provided herein, the Parties shall bear their own costs.
          

      

      
         

        6.6   Entire
          Agreement.  The Stipulation and all documents executed pursuant
          hereto constitute the entire agreement between the Parties with respect
          to the
          Settlement of the Actions and supersede any and all prior negotiations,
          discussions, agreements, or undertakings, whether oral or written, with
          respect
          to the Settlement of the Actions. 

      

      
         

        6.7   Counterparts.The
          Stipulation may be executed in one or more counterparts, and all such
          counterparts together shall be deemed to be one and the same instrument.
          

      

      
         

        6.8   Binding
          Effect.  The Stipulation shall be binding upon, and inure to
          the benefit of all Parties.  The Stipulation is not intended, and
          shall not be construed, to create rights in or confer benefits on any other
          Persons, and there shall not be any third-party beneficiaries hereto, except
          as
          expressly provided hereby with respect to such aforementioned Persons who
          are
          not Parties hereto. 

      

      
         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        6.9   Judicial
          Enforcement.The
          Court
          shall retain jurisdiction with respect to the implementation and enforcement
          of
          the terms of the Stipulation and the Settlement, and the Parties submit
          to the
          jurisdiction of the Court for purposes of implementing and enforcing the
          terms
          of the Stipulation and Settlement. 

      

      
         

        6.10  
            Choice
          of
          Law.  The Stipulation shall be governed by the laws of the
          State of New Jersey, without regard to New Jersey’s choice of law rules.


      

      
         

        6.11  
            Warrant
          of
          Authority.Each
          counsel or person executing the Stipulation or any of the related documents
          on
          behalf of any Party hereto hereby warrants that such Person has the full
          authority to do so. 

      

      
         

        6.12  
            Waiver
          of
          Breach.  The Parties may not waive or vary any right hereunder
          except by an express written waiver or variation.  Any failure to
          exercise or any delay in exercising any of such rights, or any partial
          or
          defective exercise of such rights, shall not operate as a waiver or variation
          of
          that or any other such right.  The waiver by one Party of any breach
          of the Stipulation by another Party shall not be deemed a waiver of any
          other
          prior or subsequent breach of the Stipulation. 

      

      
         

        6.13  
            Fair
          Construction.  The Stipulation shall not be construed more
          strictly against one Party than another merely by virtue of the fact that
          it, or
          any part of it, may have been prepared by counsel for one of the Parties,
          it is
          recognized as the result of arm’s length negotiations between the Parties, and
          all Parties have contributed substantially and materially to the preparation
          of
          the Stipulation. 

      

      
         

        6.14  
            No
          Assignment of
          Claims.  Plaintiffs hereby represent and warrant that they have
          not assigned any rights, claims, or causes of action that were asserted
          or could
          have been asserted in connection with, under or arising out of any of the
          claims
          being settled or released herein. 

      

      
         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

         

        6.15  
            Facsimile
          and Scanned
          Signatures.Any
          signature to the Stipulation, to the extent signed and delivered by means
          of a
          facsimile machine or electronically scanned and sent via email, shall be
          treated
          in all manner and respects as an original signature and shall be considered
          to
          have the same binding legal effect as if it were the original signed version
          thereof delivered in person. At the request of a Party to the Stipulation,
          any
          other Party to the Stipulation so executing and delivering this document
          by
          means of a facsimile machine or via email shall reexecute original forms
          thereof
          and deliver them to the requesting Party. No Party to the Stipulation shall
          raise the use of a facsimile machine or email to deliver a signature or
          the fact
          that any signature or agreement was transmitted or communicated through
          the use
          of a facsimile machine as a defense to the formation or the enforceability
          of
          the Stipulation and each such Person forever waives any such defense.


      

      
         

        6.16  
            Extensions
          of
          Time.  Without further order of the Court, the Parties hereto
          may agree to reasonable extensions of time to carry out any of the provisions
          of
          the Stipulation. 

      

       

      The
        Parties have caused the Stipulation to be duly executed and delivered by
        their
        counsel of record:

       

      IT
        IS
        HEREBY AGREED by the undersigned as dated below.

       

      
        	
                DATED:  November
                  28, 2007

                
                

                
                

              	
                SCHIFFRIN
                  BARROWAY TOPAZ & KESSLER, LLP

                 

                
                

                By:     
/s/
                  Michael J.
                  Hynes         
                  

                Eric
                  Zagar

                Michael
                  Hynes

                Alison
                  Clark

                 

                
                

                280
                  King of Prussia Road

                Radnor,
                  PA  19087

                Telephone:  (610)
                  667-7706

                Facsimile:  (610)
                  667-7056

                 

                
                

                Lead
                  Counsel for Plaintiff in the Edelstein Action

                 

                
                

                LITE
                  DEPALMA GREENBERG & RIVAS, LLC

                Joseph
                  L. DePalma

                Susan
                  D. Pontonriero

                Two
                  Gateway Center, 12th
                  Floor

                Newark,
                  NJ 07102

                Tel:
                  (973) 623-6000

                Fax:
                  (973) 623-0858

                
                

                
                

                Liaison
                  Counsel for Plaintiff in the Edelstein Action

                
                

                
                

              


         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

      

      
        
          	
                  DATED:  November
                    28, 2007

                	
                  KANTROWITZ,
                    GOLDHAMER & GRAIFMAN

                   


                  
                  

                  By:      /s/
                    Gary S.
                    Graifman     
                    

                  Gary
                    S. Graifman

                   


                  
                  

                  210
                    Summit Avenue

                  Montvale,
                    NJ 07645

                  Tel:
                    (201) 391-7000

                  Fax:
                    (201) 391-1086

                    


                  
                  

                  Jules
                    Brody

                  Aaron
                    Brody

                  James
                    E. Lahm

                  STULL,
                    STULL & BRODY

                  6
                    East 45th Street

                  New
                    York, NY 10017

                  Tel:
                    (212) 687-7230

                  Fax:
                    (212) 490-2022

                    


                  
                  

                  Joseph
                    H. Weiss

                  WEISS
                    & LURIE

                  551
                    Fifth Avenue

                  New
                    York, NY 10176

                  Tel:
                    (212) 682-3025

                  Fax:
                    (212) 682-3010

                    


                  
                  

                  
                  

                  Counsel
                    for Plaintiffs in the Gabaldon and Sackrison Actions

                


        

         

        
          
             

          

          
            25

            
              

            

          

          
             

          

           

        

        
          	
                  DATED:
                    November 27, 2007

                	
                  JENNER
                    & BLOCK LLP

                     

                  By:      /s/
                    Michael K.
                    Lowman     
                    

                  Michael
                    K. Lowman

                  Howard
                    S. Suskin

                     

                  330
                    North Wabash Avenue

                  Chicago,
                    IL 60611

                  Tel:  (312)
                    923-2604

                  Fax:  (312)
                    840-7604

                     

                  Richard
                    Ross

                  CARELLA,
                    BYRNE, BAIN, GILFILLAN, CECCHI, STEWART & OLSTEIN

                  5
                    Becker Farm Rd.

                  Roseland,
                    NJ 07068

                  Tel:  (973)
                    994-1700

                  Fax:  (973)
                    994-1744

                     

                  Attorneys
                    for EMCORE Corporation

                


        

        


        
          	
                  DATED:  November
                    13. 2007

                	
                     

                  By:    
 /s/
                    Jerry
                    Isenberg     
                    

                  Jerry
                    Isenberg

                  ALSTON
                    & BIRD LLP

                  The
                    Atlantic Building

                  950
                    F Street NW

                  Washington,
                    D.C. 20004

                  Tel:  (202)
                    756-5596

                  Fax:  (202)
                    654-4886

                     

                  Attorney
                    for Individual Defendants Dr. Richard A. Stall, Thomas Gmitter,
                    and Craig
                    Farley

                


        

        


        
          	
                  DATED:  November
                    9, 2007

                	
                     

                  By:    
 /s/
                    James R.
                    Doty     
                    

                  James
                    R. Doty

                  BAKER
                    BOTTS LLP

                  The
                    Warner

                  1299
                    Pennsylvania Ave, NW

                  Washington,
                    D.C.  20004

                  Tel:  (202)
                    639-7792

                  Fax:  (202)
                    585-1018

                     

                  Attorney
                    for Individual Defendant Reuben F. Richards, Jr.

                


        

         

        
          
             

          

          
            26

            
              

            

          

          
             

          

        

         

        
          	
                  DATED:  November
                    14, 2007

                	
                     

                  By:   
  /s/
                    Seymour
                    Glanzer     
                    

                  Seymour
                    Glanzer

                  DICKSTEIN
                    & SHAPIRO LLP

                  1825
                    Eye Street NW

                  Washington,
                    D.C.  20006

                  Tel:  (202)
                    420-2210

                  Fax:  (202)
                    420-2201

                     

                  Attorney
                    for Individual Defendant Robert Bogomolny

                


        

        


        
          	
                  DATED:  November
                    20, 2007

                	
                     

                  By:      /s/
                    Teresa L.
                    Davis     
                    

                  Teresa
                    L. Davis

                  KATTEN
                    MUCHIN ROSENMAN, LLP

                  525
                    West Monroe Street, Suite 1900

                  Chicago,
                    IL  60661

                  Tel:  (312)
                    902-5452

                  Fax:  (312)
                    577-4481

                  
                  

                  Attorney
                    for Individual Defendants Thomas Werthan and Scott Massie

                


        

        


        
          	
                  DATED:  November
                    9, 2007

                	
                     

                  By:  
                       /s/ Robert
                    Mahoney     
                    

                  Robert
                    Mahoney

                  NORRIS,
                    MCLAUGHLIN & MARCUS, P.A.

                  P.O.
                    Box 1018

                  Somerville,
                    NJ  08876

                  Tel:  (908)
                    722-0700

                  Fax:  (908)
                    722-0755

                     

                  Attorney
                    for Individual Defendant Howard W. Brodie

                


        

        


        
          	
                  DATED:  November
                    21, 2007

                	
                     

                  By:    
 /s/
                    Michael R.
                    Young     
                    

                  dsMichael
                    R. Young

                  WILLKIE
                    FARR & GALLAGHER, LLP

                  787
                    Seventh Avenue

                  New
                    York, NY  10019

                  Tel:  (212)
                    728-8280

                  Fax:  (212)
                    728-9280

                     

                  Attorney
                    for Individual Defendants John Gillen, Robert Louis-Dreyfus,
                    Thomas J.
                    Russell, and Charles Scott

                


        

         

        
27