ex10_20.htm


    
      

    

    
      EXHIBIT 10.20

       

      


      


      August 7,
2008

      


      John
Markovich

      410 Corto
Lane, Suite I

      San
Clemente, CA  92672

      


      


      Dear
John:

      


      It is a
pleasure to extend this offer to join EMCORE as our Chief Financial Officer
(CFO) in our Alhambra, California facility, reporting to Chief Executive
Officer, Dr. Hong Hou. Your estimated start date will be Monday, August 18,
2008.  Your bi-weekly salary will be $11,538.46, which when annualized
is equivalent to $300,000.00.

      


      Bonus Plan. You will
be eligible to participate in the FY 2009 EMCORE Bonus Plan. Your bonus target
is 50% of your base salary and will be based upon Company-wide performance
parameters, as well as individual performance, as determined by
EMCORE.  Additionally, you must be an employee in good standing on the
date EMCORE pays the bonus under the Plan in order to qualify for the
bonus.

      


      Relocation.  Prior
to your start date, we have also agreed to cover the relocation costs associated
with moving some household goods and one (1) vehicle to Albuquerque, New
Mexico.  In addition, EMCORE will provide you with a one-time
relocation bonus of $4,000 for incidentals.

      


      Stock Option Grant
Exception.  Upon approval by the Compensation Committee of the
Board of Directors, you will be granted 475,000 stock options under an
Incentive Stock Option Agreement, which will entitle you to purchase EMCORE
stock.  These options will be priced at the fair market value (as defined
in the EMCORE Corporation 2000 Stock Option Plan) on the date on which you begin
employment.  Shortly after Committee approval, you will also receive your
formal Incentive Stock Option Agreement (the "Agreement").  Your stock
options vest over five
years with the first options vesting on the one-year anniversary of your
employment commencement date and equal amounts thereafter on each subsequent
anniversary.  The options will expire after the tenth anniversary of your
employment commencement date.  The terms of your options, including
terms of exercise and expiration, are governed by the EMCORE Corporation 2000
Stock Option Plan (the “Plan”), the Agreement, as well as any Option Grant
Policy that may be in effect at the time of Board approval.  Copies of
the Plan, prospectus, and form Agreement are included in your offer materials,
and the general description above is qualified in all respects by the terms of
the Plan and Agreement.  If you have any questions about our stock option
program, please contact me.

      


      In
addition to this new hire grant, EMCORE has agreed to recommend to the
Compensation Committee of the Board of Directors that you be granted one
additional retention grant of 125,000, to be granted during the second calendar
quarter 2010.  Upon approval of the Compensation Committee, this grant
will be awarded and priced on the date of grant.  Additionally, you
must be an employee in good standing on the date Compensation Committee
considers this grant.  This additional grant will vest over four years, with the first
options vesting on the one-year anniversary of the grant date and equal amounts
thereafter on each anniversary.  The options will expire after the
tenth anniversary of the Board’s approval of the grant.  The terms of
your options, including terms of exercise and expiration, are governed by the
Plan, the Agreement as well as any Option Grant Policy that may be in effect at
the time of Compensation Committee approval.

      


      Employee Benefits.
EMCORE offers employees and their eligible dependants group medical, dental and
vision insurance benefits, which will be effective the first day of the month
following your hire date.  The premium cost for these benefits is
shared by the employees and EMCORE.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Paid Time Off and
Holidays.  EMCORE does not limit PTO for its
executives.  EMCORE observes ten (10) paid holidays per calendar
year.  Nine (9) of the Company observed holidays are the same each
year with one (1) “floating” holiday that is determined by the Company
annually.

      


      Orientation.  On
your first day beginning at 7:30 a.m., you will
participate in EMCORE’s New Employee Orientation.  Please bring
appropriate documentation for the completion of your new hire forms, including
proof that you are eligible to work in the United States.

      


      At-Will
Employment.  This offer should not be construed as a guarantee
of employment for any specific duration.   All employees of
EMCORE are employed on an at-will basis.  Furthermore, both parties
agree that continued employment is contingent upon the employee's receipt of a
satisfactory performance evaluation, which will be conducted by the manager at
the end of 90 days.   If, after 90 days of employment, your
performance is rated as "below expectations" your employment with EMCORE will be
terminated.

      


      This
offer is contingent upon your satisfactory completion of all facets of EMCORE’s
employment process, including a pre-employment physical, drug screening,
background check, and your acknowledgement that there are no legal restrictions
to your employment at EMCORE, as well as to your election to the position of
Chief Financial Officer by our Board of Directors at their meeting on August 7,
2008, which management will recommend to the Board.

      


      Additionally,
the offer is also contingent upon your signing EMCORE’s Confidentiality and
Invention Assignment Agreement as well our Code of Business and Ethics Policy,
which are enclosed for your review.   Please bring both signed documents to
EMCORE on your first day of work.  

      


      I would
appreciate your consideration of our offer and ask that you advise me of your
decision by August 8, 2008.  Should you decide to accept our offer,
please indicate your acceptance by signing in the space provided.  If
not signing the offer letter in person, you may also return to me either by fax
at (626) 293-3424, or to our mailing address, 2015 West Chestnut Street,
Alhambra, CA  91803.

       

      We
believe EMCORE is an outstanding organization and believe you will become a
valuable, enthusiastic member of our team.  If you have any questions
regarding EMCORE or any aspects of this offer, please feel free to contact me at
(626) 222-4745.

      


      Sincerely,

      


      EMCORE
CORPORATION

      


      /s/
Monica Van Berkel

      


      Monica
D. Van Berkel

      Vice
President, Business Management

       

      OFFER
ACCEPTANCE:

      


      


      I, John
M. Markovich, understand and accept the provisions of this employment offer as
set forth above.  Furthermore, I acknowledge that there are no legal
restrictions to my employment at EMCORE.

      


      


      
        
          
            
              
                
                  	
                          /s/
      John M. Markovich

                        	 
      	 
      	 
	 
      	 
      	
                          August 18, 2008

                        	 
	
                          Signature

                        	 
      	
                          Actual
      Start Date