ex1024.htm


    
      

    
                                                                                                                                                                    EXHIBIT
10.24


     

    TRANSITIONAL
CONSULTING AGREEMENT

     

    
      	
              Name:
      Kevin Kennedy

            	
              Phone:
      On file

            
	
              Address:
      On File

            	
              E-mail:
      On file

            
	
              Payment
      address (if different):

            	
              JDSU
      Contact Person:

            
	
              N/A

            	
              Matthew
      Fawcett

            
	 
      	
              Effective
      Date: January 1, 2009

            


    

    


     

    This
TRANSITIONAL CONSULTING
AGREEMENT (“Agreement”)
is entered into as of the Effective Date set forth above, by and between JDS Uniphase Corporation, a
Delaware corporation, having a principal place of business at 430 North McCarthy
Boulevard, Milpitas, California 95035, (the “Company” or “JDSU”) and Kevin
Kennedy (referred to herein as “Consultant”).

     

    1. SCOPE OF
SERVICES.

     

    1.1  Duties.  Consultant
shall perform the services (“Services”) as set forth in the statement of work
(“SOW”) attached hereto as Exhibit A, in
accordance with the statement of deliverables (“Deliverables”) and acceptance
procedures set forth in each SOW, as each may be modified by the Company and
Consultant from time to time. Each SOW shall be in substantially similar format
to the SOW attached hereto as Exhibit A, and is subject to written mutual
agreement between JDSU and Consultant.  No SOW will be binding upon
either party unless signed by both parties.  A SOW may set forth
requirements for a specific project, or may set forth a general description of
the type of Services that Consultant will provide; however, each SOW will
include a description of the Deliverables (as defined in each SOW) to be
provided by Consultant to JDSU, the related Service fees, and the time frame
within which the Services will be provided.  Any modifications to a
SOW will be made only by written mutual agreement between JDSU and the
Consultant. Consultant shall devote Consultant’s reasonable efforts to the
performance of the Services.  Subject to compliance with the
Deliverables, Consultant shall be free to set Consultant’s own hours and order
of work.  Consultant will provide the Company with such status reports
and will participate in such meetings as may be necessary to assure the timely
and orderly completion of the Services.  However, Consultant shall
retain the right to determine the manner and method in which the Services are
performed.  When necessary, Consultant will provide his or her own
tools, equipment, and supplies for purposes of performing services.

     

    1.2  Performance.  Services
shall be at the Company or other premises as necessary.  Consultant
agrees, while working on the premises of the Company to observe the rules and
policies of the Company relating to: (i) security of, access to and use of the
Company’s premises or any of its properties, including proprietary or
Confidential Information (as that term is defined below); (ii) health and
safety; and (iii) equal employment opportunity and unlawful
harassment.  Consultant agrees to perform the Services in a
professional manner, and represents and warrants that performance of the
Services by Consultant will not violate any obligations owed to third
parties.

     

    1.3  Employees, Consultants and
Third Parties.  Except as agreed by the parties, Consultant
will not use contractors or other third parties to perform the
Services.  Consultant will defend, indemnify and hold the Company
harmless from any failure to comply with the foregoing or any damage, loss or
expense resulting from any determination that Consultant or his employees
or contractors are employees of the Company and from any claims or damages
arising out of any injury, disability or death of any of Consultant’s employees
or agents.  In all events, Consultant shall remain primarily liable
for the performance of Services under this Agreement.

     

    1.4  Other Contracting
Engagements.  Consultant shall be permitted to accept other
contracting or consulting assignments and employment with third parties so long
as they do not interfere with or present a conflict of interest with
Consultant’s obligations under this Agreement and Consultant’s independent
duties and responsibilities as a member of the Company’s Board of
Directors.  During the Term of this Agreement, Consultant shall not
serve as a Consultant to any third party who is developing and manufacturing or
intending to develop or manufacture a product or provides any services having
the same functions or purposes of any of the products of Company without first
the full knowledge and written consent of Company.  To this end,
Consultant shall disclose to the Company all of Consultant’s current contracts
and contracting parties that the Company may view as a potential
conflict.  For clarity, the parties agree that Consultant’s employment
by Avaya Inc., and its subsidiaries shall not constitute a breach of
Consultant’s obligations under this Agreement.

     

    1.5   Independent Mr.
Kennedy.  The parties agree that Consultant is an independent
contractor in the performance of the Services and is not an employee of the
Company.  The Company shall take no deductions from any compensation
paid to Consultant for taxes or related payroll deductions, and Consultant
agrees to file all such forms and pay all such taxes as may be required by
virtue of Consultant’s status as an independent contractor, and shall indemnify
and hold the Company harmless from, any failure to do so.  Consultant
agrees that Consultant is not eligible for or entitled to any benefits or
incentives the Company provides to its employees such as, without limitation,
health, disability or life insurance benefits, stock options, stock purchase
plans, retirement plans or any other benefit or incentive except to the extent
such entitlement arises solely as a result of Consultant’s separate service to
the Company as a member of the Company’s Board of
Directors.  Notwithstanding the foregoing, the Company may file a Form
1099, or such other forms as may be required by applicable law, with respect to
any compensation paid Consultant.  Nothing herein or in the
performance hereof shall imply a joint venture, partnership or principal and
agent relationship between the parties.

     

    2. TERM AND
TERMINATION.

     

    2.1    Term.  The
term of this Agreement shall commence on the effective date and shall terminate
on December 31, 2009.

     

    2.2    Termination for
Convenience.  JDSU may
terminate this Agreement (including any SOW hereunder or any license pursuant
thereto) in whole or in part, for its convenience, at any time, without any
liability as a consequence thereof except as provided in the attached SOW and
for any other unpaid billing and accrued fees for actual services rendered by
Consultant and accepted by JDSU and any written and pre-approved expenses
actually incurred by Consultant as of the date of termination, upon giving
written notice thereof to Consultant.  Either party may terminate this
Agreement (including any SOW hereunder or any license pursuant thereto) upon
material breach by the other party that has not been cured within thirty (30)
business days.

     

    2.3    Termination for
Default.  JDSU by written notice, may terminate this Agreement
(including any SOW hereunder or any license pursuant thereto) in whole or in
part, based on a default by Consultant which has not been cured within ten (10)
business days. Such default shall be based on the following: (1) if Consultant
fails to materially comply with any of the terms and conditions of this
Agreement (including all SOWs hereunder), and/or (2) if Consultant subject to
any bankruptcy or insolvency proceeding under federal or state statute, or
becomes subject to direct control by a trustee or similar
authority.  Upon the occurrence of (1) or (2) above by Consultant, at
its election, JDSU shall have the immediate right to do one or more of the
following: (a) terminate this Agreement; (b) terminate any SOW hereunder or
license to which the default relates; or (c) exercise any or all other rights or
remedies provided in this Agreement and/or available at law or in equity
consistent with this Agreement.  Consultant shall continue performance
of all Services not terminated pursuant to this section.

     

    2.4  Return of Materials;
Cooperation.  Upon termination of this Agreement for any
reason, Consultant shall promptly return to the Company (i) all records,
materials, equipment, drawings and documents which are owned, leased or licensed
by the Company; and (ii) any data documents, materials, or records of any nature
pertaining to or incorporating proprietary or Confidential Information of the
Company, including any copies thereof, regardless of when obtained by or made
available to Consultant.  Notwithstanding the preceding sentence,
Consultant may retain any and all materials necessary or appropriate for use as
a member of the Company’s Board of Directors.  Additionally,
Consultant shall prepare and submit such documentation as may be necessary to
evidence the results of the Services and the progress of Consultant in the
performance of the Services.

     

    2.5  Survival.  The
termination of this Agreement for any reason shall not terminate the obligations
or liabilities of the parties under Sections 3 and 4 and the applicable portions
of Section 5, below, and under this Section 2, each of which shall survive any
such termination.

     

    3.      COMPENSATION.

     

      3.1  Fees.  JDSU
shall pay Consultant as compensation for the Services, the fees described in
each SOW in accordance with the terms set forth therein.  Consultant
shall bear all expenses incurred by  Consultant in connection with
providing the Services, except for the following, which will be paid, upon
written, pre-approval, by JDSU: (1) copying, research, postage and telephone and
facsimile charges, where necessary to provide the Services, (2) reasonable
travel, lodging and food expenses; (3) overnight courier and messenger service
charges, and other related and ancillary expenses and costs incurred where
necessary to provide the Services within the time frame requested by
JDSU.

     

    3.2    [Intentionally Deleted –
Invoicing Provisions]

     

    3.3    Disputes.  Upon
receipt of notice from JDSU or the Agent that an invoice, in whole or in part,
is being disputed by JDSU, Consultant shall provide JDSU with supporting
documentation related to the disputed amounts.  Upon JDSU’s receipt of
the documentation, Consultant agrees to immediately work with JDSU in good
faith to resolve any disputes, and, upon resolution, JDSU shall promptly pay
Consultant, or Agent (as applicable) the agreed-upon amounts (if
any).  Consultant agrees that JDSU may withhold or deduct from any
payment due hereunder any amount so required to be so withheld or deducted in
order to comply with the law or an order or rules of any competent governmental
authority.  Payment by JDSU shall be without prejudice to any claims
or rights that JDSU may have against Consultant and shall not constitute any
admission by JDSU as to the performance by Consultant of its obligations under
this Agreement or a SOW.

     

    4.           DISCLOSURE AND ASSIGNMENT OF
WORK.

     

    4.1      “Innovations,” “Company
Innovations” and “Prior Innovations”
Definitions.  “Innovations” means all discoveries, designs,
developments, improvements, inventions (whether or not protectable under patent
laws), works of authorship, information fixed in any tangible medium of
expression (whether or not protectable under copyright laws), trade secrets,
know-how, ideas (whether or not protectable under trade secret laws), mask
works, trademarks, service marks, trade names and trade
dress.  “Company Innovations” means Innovations that Consultant,
solely or jointly with others, conceives, develops or reduces to practice
related to any Service(s).  “Prior Innovations” means Innovations that
Consultant, solely or jointly with others, conceived, developed or reduced to
practice prior to the Effective Date, which are owned by Consultant or in which
Consultant has an interest.

     

    4.2       Disclosure and Assignment of
Company Innovations and Prior Innovations.  Consultant agrees
to maintain adequate and current records of all Company Innovations and Prior
Innovations, which records shall be and remain the property of
Company.  Consultant agrees to promptly disclose and describe to
Company all Company Innovations and Prior Innovations.  Consultant
hereby does and will assign to Company or Company’s designee all of Consultant’s
right, title and interest in and to any and all Company Innovations, and all
associated records.  To the extent any of the rights, title and
interest in and to Company Innovations cannot be assigned by Consultant to
Company, Consultant hereby grants to Company an exclusive, royalty-free,
transferable, irrevocable, worldwide license (with rights to sublicense through
multiple tiers of sublicensees) to practice such non-assignable rights, title
and interest.  To the extent any of the rights, title and interest in
and to the Company Innovations can neither be assigned nor licensed by
Consultant to Company, Consultant hereby irrevocably waives and agrees never to
assert such non-assignable and non-licensable rights, title and interest against
Company or any of Company’s successors in interest.

     

    4.3       Assistance.  Consultant
agrees to perform, during and after the term of this Agreement, all acts that
Company deems necessary or desirable to permit and assist Company, at its
expense, in obtaining, perfecting and enforcing the full benefits, enjoyment,
rights and title throughout the world in the Company Innovations or the Prior
Innovations as provided to Company under this Agreement.  If Company
is unable for any reason to secure Consultant’s signature to any document
required to file, prosecute, register or memorialize the assignment of any
rights under any Company Innovations as provided under this Agreement,
Consultant hereby irrevocably designates and appoints Company and Company’s duly
authorized officers and agents as Consultant’s agents and attorneys-in-fact to
act for and on Consultant’s behalf and instead of Consultant to take all
lawfully permitted acts to further the filing, prosecution, registration,
memorialization of assignment, issuance and enforcement of rights under such
Company Innovations, all with the same legal force and effect as if executed by
Consultant.  The foregoing is deemed a power coupled with an interest
and is irrevocable.

     

    4.4      Out-of-Scope
Innovations.  If Consultant incorporates or permits to be
incorporated any Innovations relating in any way, at the time of conception,
reduction to practice, creation, derivation, development or making of such
Innovation, to Company’s business or actual or demonstrably anticipated research
or development but which were conceived, reduced to practice, created, derived,
developed or made by Consultant (solely or jointly) either unrelated to
Consultant’s work for Company under this Agreement or prior to the Effective
Date and not for or on behalf of Company (collectively, the “Out-of-Scope
Innovations”) into any of the Company Innovations, then Consultant hereby grants
to Company and Company’s designees a non-exclusive, royalty-free, irrevocable,
worldwide, fully paid-up license (with rights to sublicense through multiple
tiers of sub-licensees) to practice all patent, copyright, moral right, mask
work, trade secret and other intellectual property rights relating to such
Out-of-Scope Innovations.  Notwithstanding the foregoing, Consultant
agrees that Consultant will not incorporate, or permit to be incorporated, any
Innovations conceived, reduced to practice, created, derived, developed or made
by others or any Out-of-Scope Innovations into any Company Innovations or Prior
Innovations without Company’s prior written consent.

    


    5.           CONFIDENTIALITY.

    


    5.1       Definition of Confidential
Information.  “Confidential Information” means (a) any
technical and non-technical information related to the Company’s business and
current, future and proposed products and services of Company, including for
example and without limitation, Company Innovations, Prior Innovations, Company
Property (as defined in Section 5.4 (“Ownership and Return of Confidential
Information and Company Property”)), and Company’s information concerning
research, development, design details and specifications, financial information,
procurement requirements, engineering and manufacturing information, customer
lists, business forecasts, sales information and marketing plans and (b) any
information that may be made known to Consultant and that Company has received
from others that Company is obligated to treat as confidential or
proprietary.

     

    5.2       Nondisclosure and Nonuse
Obligations.  Except as permitted in this Section, Consultant
shall not use, disseminate or in any way disclose the Confidential
Information.  Consultant may use the Confidential Information solely
to perform Service(s) for the benefit of Company and in the course and scope of
Consultant’s service as a member of the Company’s Board of
Directors.  Consultant shall treat all Confidential Information with
the same degree of care as Consultant accords to Consultant’s own confidential
information, but in no case shall Consultant use less than reasonable
care.    Consultant shall immediately give notice to Company
of any unauthorized use or disclosure of the Confidential
Information.  Consultant shall assist Company in remedying any such
unauthorized use or disclosure of the Confidential
Information.  Consultant agrees not to communicate any information to
Company in violation of the proprietary rights of any third party.

     

    5.3       Exclusions from
Nondisclosure and Nonuse Obligations.  Consultant’s obligations
under Section 5.2 (Nondisclosure and Nonuse Obligations) shall not apply to
any Confidential Information that Consultant can demonstrate (a) was in the
public domain at or subsequent to the time such Confidential Information was
communicated to Consultant by Company through no fault of Consultant;
(b) was rightfully in Consultant’s possession free of any obligation of
confidence at or subsequent to the time such Confidential Information was
communicated to Consultant by Company; or (c) was developed by employees of
Consultant independently of and without reference to any Confidential
Information communicated to Consultant by Company.  A disclosure of
any Confidential Information by Consultant (a) in response to a valid order
by a court or other governmental body or (b) as otherwise required by law
shall not be considered to be a breach of this Agreement or a waiver of
confidentiality for other purposes; provided, however, that Consultant shall
provide prompt prior written notice thereof to Company to enable Company to seek
a protective order or otherwise prevent such disclosure.

     

    5.4       Ownership and Return of
Confidential Information and Company Property.  All
Confidential Information and any materials (including, without limitation,
documents, drawings, papers, diskettes, tapes, models, apparatus, sketches,
designs and lists) furnished to Consultant by Company, whether delivered to
Consultant by Company or made by Consultant in the performance of services under
this Agreement and whether or not they contain or disclose Confidential
Information (collectively, the “Company Property”), are the sole and exclusive
property of Company or Company’s suppliers or customers.  Consultant
agrees to keep all Company Property at Consultant’s premises unless otherwise
permitted in writing by Company.  In the event that Consultant’s
service as a member of the Company’s Board of Directors ceases, then within five
(5) days after any request by Company, Consultant shall destroy or deliver to
Company, at Company’s option, (a) all Company Property and (b) all
materials in Consultant’s possession or control that contain or disclose any
Confidential Information.  Consultant will provide Company a written
certification of Consultant’s compliance with Consultant’s obligations under
this Section.

     

    5.5        Personally Identifiable
Information.  Consultant represents and warrants that it
continuously takes reasonable precautions to protect any personal information of
its customers, or the employees or potential employees of its customers, from
loss, misuse and unauthorized access, disclosure, alteration and
destruction.  Such precautions will, at a minimum, include taking
physical security measures designed to prevent unauthorized access to database
equipment and hard copies of personal information, electronic security measures
that continuously monitor access to servers and provide protection from hacking
or other unauthorized access from remote locations (including the use of
firewalls, restricted access and encryption technology), and limiting access to
personal information and data to those persons in Consultant’s organization that
have a specific business purpose for maintaining and processing such personal
information and data.


    


    6.           LIMITATION OF
LIABILITY.

     

    EXCEPT
FOR BREACHES OF SECTION 5 (CONFIDENTIALITY), BREACHES OF SECTION 4 (DISCLOSURE
AND ASSIGNMENT OF WORK), AND DAMAGES DUE TO FRAUD OR INTENTIONAL OR WILLFUL
MISCONDUCT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTRACTOR SHALL NOT BE
LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS OR ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF
THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT
PRODUCT LIABILITY, OR OTHERWISE.  JDSU SHALL NOT BE LIABLE FOR ANY
LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS OR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION
WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT PRODUCT LIABILITY, OR
OTHERWISE.

     

    THE
MAXIMUM LIABILITY OF EITHER PARTY HEREUNDER FOR EACH CLAIM RELATED TO SUCH
LIABILITY SHALL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT OF PAYMENTS RECEIVED
BY CONTRACTOR FROM JDSU UNDER THE PRIMARY SOW THAT IS DIRECTLY RELATED TO THE
CLAIM FOR WHICH LIABILITY IS BEING ELICITED, OR US$1,000,000.

     

    7.           Not Applicable

    


    8.           MISCELLANEOUS.

    


    8.1    Notices.  All
notices under this Agreement will be sent by hand delivery, overnight delivery
service or certified or registered mail, or by facsimile (promptly confirmed by
dispatching the hard copy by hand delivery, overnight delivery service or
certified or registered mail) to the address of the applicable party provided
above (or as otherwise notified in writing by such party).  Notices
will be deemed delivered upon receipt of signature or, in the case of notice by
facsimile, upon telephonic confirmation of receipt of the appropriate number of
pages and dispatch of the hard copy.  If notice is being provided to
JDSU, a copy must be sent to attention: General Counsel’s Office.

     

    8.2    Governing
Law and Forum.  This
Agreement, including all SOWs hereunder, shall be governed by and construed and
enforced in accordance with the laws of the State of New York, USA without
giving effect to conflict of laws principles thereof.  The parties
hereby consent to the sole and exclusive jurisdiction of the competent state and
federal courts sitting in the State of New York, USA.  The parties
agree that the United Nations Convention on Contracts for the International Sale
of Goods shall not apply to this Agreement.

     

    8.3         Waiver
of Jury Trial.  EACH OF THE PARTIES
HERETO HERBY IRREVOCABLE WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY SOWS, ATTACHMENTS OR
OTHER DOCUMENTS CONTEMPLATED HEREBY OR THEREBY.


    8.4          Compliance
with Laws.  Consultant shall perform
its respective obligations under this Agreement in a manner that complies with
all applicable laws, rules, and regulations of the applicable jurisdiction,
including export laws regulating the transmission of technical data and other
regulated materials via the Services.  Specifically, Consultant
represents, warrants and covenants that:  (a) it will at all times
comply with the obligations of the U.S. Foreign Corrupt Practices Act (“FCPA”),
15 U.S.C. Section 78 et
seq., and undertakes and agrees that it shall not perform any act which
could subject it to sanctions thereunder, including that it will not make or
promise to make any payment (whether in currency, property or other thing of
value) to any government official, or third person, or entity that will in turn
make a payment to any government official, for the purpose of obtaining or
retaining business; and (b) it will at all times comply with all applicable data
privacy and security laws and regulations (each as they may be amended from time
to time) including, but not limited to, Title V, Subtitle A of the federal
Gramm-Leach-Bliley Act, 15 USC §§ 6801 et seq. (the “GLB”), its
implementing regulations, and the guidelines issued by Supplier’s regulatory
agencies pursuant to § 501 of the GLB.

     

    8.5    Modification,
Amendments and Survival.  No modification or amendment
of any provision of this Agreement (including any SOW incorporated by reference
herein) shall be effective unless in writing and signed by both
parties.  Sections 3 through 7, 9, 11 and 12 of this Agreement, and
any other provision that by its nature should survive, shall survive upon
expiration, completion or termination of this Agreement.

     

    8.6    Assignments.  This
Agreement, including all SOWs hereto, and the rights hereunder, may not be
transferred, subcontracted, assigned or delegated by Consultant without the
prior written consent of JDSU.

     

    8.7    Publicity.  Neither
party shall issue any publicity or general marketing communications concerning
this Agreement without the prior written consent of the other
party.

     

    8.8   Headings.  The section and paragraph
headings contained in this Agreement are for reference purposes only, and shall
not in any way affect the meaning or interpretation of this
Agreement.

     

    8.9    Independent
Consultant and Force Majeure.  Consultant
and each of Consultant’s Representatives are independent contractors and not
employees or agents of JDSU.  Consultant shall be responsible for
paying the salaries of Consultant’s Representatives and all taxes incurred in
connection with performance of the Services.  Consultant shall
indemnify, defend, and hold harmless JDSU from all cost, liability or expense
arising from Consultant’s failure to comply with this
section.  Consultant and each of Consultant’s Representatives shall
not be entitled to participate in health or disability insurance, retirement
benefits, or other welfare or pension benefits (if any) to which employees of
JDSU may be entitled.  Neither party nor its Representatives will take
any action or sign any agreement on behalf of the other party without the other
party’s express written consent nor represent to third parties that they have
the power to bind the other party.  Neither party will be responsible
for any failure or delay in the performance of its obligations under this
Agreement due to circumstances beyond its reasonable control, including, without
limitation, acts of God, war, terrorism, riot, embargoes, fire, floods, or acts
of governmental authorities.  The performance of this Agreement shall
then be suspended for as long as any such event shall prevent the affected party
from performing its obligations under this Agreement.

     

    8.10   Severability
and Waiver.  If any
term of this Agreement or the application thereof is found invalid, illegal or
unenforceable, the remainder of this Agreement will remain in full force and
effect, and the parties will negotiate in good faith to substitute a provision
of like economic intent and effect.  Either party’s delay or failure
to exercise any right or remedy upon any breach or default of the other party
shall not impair that right or remedy, or be construed to be a waiver of any
breach or default.  Any waiver by either party of any breach or
default by the other party must be in writing and signed by both
parties.

     

    8.11    Entire
Agreement, Headings, and Execution.   This
Agreement, including all SOWs hereunder, sets forth the entire understanding of
the parties with respect to its subject matter and supersedes any and all prior
agreements, arrangements and understandings relating to the subject matter
hereof.  In the event of any conflict between the terms and conditions
of this Agreement, and the terms and conditions of a SOW, the terms and
conditions of the SOW shall control only for the purpose of setting forth the
Services and related fees (not including payment terms) performed
therein.  Headings are for convenience only and are not to be used to
interpret this Agreement.  This Agreement may be executed in separate
counterparts, and all such counterparts will constitute one and the same
instrument.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first set forth above.

     

    


     

    
      	
              Kevin
      J. Kennedy

            	
              JDS
      Uniphase Corporation

               

            
	 
      	
              By:

            
	 
      	
              Name:  Matthew
      Fawcett

            
	
              Date:December
      __, 2008

            	
              Title:   General
      Counsel

            
	
              Address:  On
      File

            	
              Date:   December
      __, 2008

            


    

    



     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ATTACHMENT
A

     

     

    
      

    

    STATEMENT
OF WORK: NO. 1

     

    This
STATEMENT OF WORK
(“SOW”) is an Attachment to the Transitional Consulting Agreement effective as
of January 1, 2009 (the “Agreement”), the terms of which are hereby incorporated
by reference herein, by and between JDS Uniphase Corporation
(“JDSU”) and
Kevin Kennedy (“Consultant”).  In
the event of a conflict between the terms and conditions of the Agreement and
the terms of this SOW, the terms of this SOW shall control.


    
       

        
          

        

      

      


    

    Services
Performed, Related Fees, and Acceptance:

     

    Consultant
shall provide services related to (a) guidance, support and the transition of
the President and Chief Executive Officer role to individual that the Company
may hire to serve in such capacity, which may include guidance and support
regarding an interim CEO, (b) current and future Company strategic and business
planning and initiatives (including projects and programs launched in H1
FY2009).

     

    Additionally,
Consultant shall continue to serve as a director of various JDSU subsidiaries
and shall be available to execute such documents and materials as may be
requested by JDSU from time to time until relieved of such duties in the
ordinary course of Consultant’s cessation of service as the Company’s former
President and Chief Executive Officer.

     

    In
consideration of the provision of the Services described above, the Company
shall pay Consultant the sum of $800,000, payable in equal monthly installments
during the term of the Agreement.  A termination of the Agreement by
Company pursuant to Section 2.2 thereof shall not relieve Company of the
obligation to pay this fee.

     

    Entry into and continuation of the
term of the Agreement will be subject to continued compliance with the Company’s
Code of Business Conduct, including but not limited to its provisions relative
to conflicts of interest.  Determination of whether a conflict of
interest exists shall be made by the Board of Directors.

     

    TERM.  The Term of this
SOW shall commence on January 1, 2009 and shall terminate on December 31, 2009
unless sooner terminated pursuant to the Agreement.

     

    


    
      	
               

            	
              JDS
      Uniphase Corporation

               

            
	
              _________________________ 
      

              Kevin
      J. Kennedy

            	
              ___________________________

              Matthew
      K. Fawcett

              General
      Counsel

            
	 
      	
               

            
	
              December
      __, 2008

            	
              December
      ___, 2008

            
	
               

            	
               

            


    

    
      


       

      
         

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
B

     

    


    U.S.
EXPORT CONTROL FORM

     

     

    FOR
CONTROLLED TECHNOLOGY

     

    


    


    JDS
Uniphase Corporation is required by United States law to comply with regulations
issued by the U.S. Export Administration Regulations (known as “EAR”) and the
International Traffic and Arms Regulations (ITAR) which regulate the export of
certain sensitive or “controlled” technologies.  Under these
regulations, JDS Uniphase Corporation is “deemed” to have made an export of
controlled technology if products, intellectual property or equipment is
transferred to an employee/contractor who is a foreign national, even if the
transfer occurs while the employee/contractor is physically located within the
United States.  Certain such ‘deemed exports’ require the issuance of
a government license before an export is legally permitted.  In order
to comply with the EAR and the ITAR, the Company must gather the information
requested below to determine when and for whom licenses must be
obtained.  Accordingly, all employees/contractors in the United States
must complete this form.

    


    Printed
Name:             _________________________        __________________________                                                              

    Kennedy                                                                Kevin

    


    Check the
one that is applicable to you:

     

    A.    þ    A United States
Citizen

    B.    r    If a
United States Permanent Resident, a U.S. Political Refugee, or a U.S. Political
Asylum Holder, please specify below your country of citizenship.

    C.    r    A Citizen
of Canada

    D.    r    None of the above,
please specify below your country of citizenship below, 

            ______________________________________________________________________________

     

    Please
sign below and return it to the Human Resources Department.

    


    Signature     ____________________________________  Date:  _________________________

    


    *Note:  Human
Resources Department please forward or fax completed form, via express/overnight
delivery service, to the Global Trade Compliance Department at 430 North
McCarthy Blvd., Milpitas, CA  95035; or immediately fax to:
408-546-5070.

    Rev.
05-Mar/01/2007