EXHIBIT 10-2: EXECUTIVE SEVERANCE AGREEMENT


    


     

    
      

      

    

    EXHIBIT
      10.2

    EMCORE
      CORPORATION

    EXECUTIVE
      SEVERANCE POLICY

    


    1. Purpose
      of the Policy

    


    The
      Emcore Corporation Executive Severance Policy (the “Policy”) is effective May 1,
      2007 and incorporates and amends the terms of the Executive Severance Policy
      adopted by the Compensation Committee of the Board of Directors of Emcore
      Corporation (the “Committee”) on November 29, 2004. The Policy is intended to
      provide certain executives of the Company who are in a position to contribute
      materially to the success of the Company with Severance Benefits if they are
      separated from employment with the Company as set forth herein. 

    


    2. Definitions

    


    As
      used
      in this Policy, the following terms shall have the respective meanings set
      forth
      below:

     

    a. "Base
      Salary" means the higher of (i) the Participant's highest annual rate of base
      salary during the twelve-month period immediately prior to the Executive’s Date
      of Termination or (ii) the average of the Participant's annual base salary
      earned during the past three (3) completed fiscal years of the Company
      immediately preceding the Participant's Date of Termination (annualized in
      the
      event the Participant was not employed by the Company (or its affiliates) for
      the whole of any such fiscal year).

    


    b.
      "Board
      of Directors" means, the board of directors of the Company.

    


    c.
      "Cause" means termination of employment resulting from a good faith
      determination by the Board of Directors that: 

    


    (i)
      the
      Participant has willfully failed or repeatedly refused in a material respect
      to
      follow policies or reasonable directives established by the Board of Directors
      with the result that such refusal has caused material damage to the Company
      or
      willfully failed or repeatedly refused to perform the material duties or
      obligations of his or her office (other than any such failure resulting from
      the
      person's inability due to physical or mental illness), which the Participant
      has
      failed to correct within a reasonable period following with notice to such
      Participant; or

    


    (ii)
      there has been an act by the Participant involving wrongful misconduct which
      has
      a demonstrably adverse impact or material damage to the Company, or which
      constitutes theft, fraud or a misappropriation of the assets of the Company;
      or

    


    (iii)
      the
      Participant has engaged in an unauthorized disclosure of confidential
      information, directly or indirectly, to persons outside the Company that
      materially adversely affects the Company; or

    


    (iv)
      the
      Participant while employed by the Company has performed services for another
      company or person which competes with the Company without the prior written
      approval of the Board of Directors.

    


    d.
      "Code"
      means the Internal Revenue Code of 1986, as amended. 

    


    e.
      "Committee" has the meaning set forth in Section 1. 

    


    f.
      "Company" means EMCORE Corporation or any successor thereto.

    


    g. "Date
      of
      Termination" means (i) the effective date on which the Participant's employment
      by the Company terminates as specified in a prior written notice by the Company
      or the Participant, as the case may be, to the other, or (ii) if the
      Participant's employment by the Company terminates by reason of death, the
      date
      of death of the Participant.

    


    h.
      "Disability" means that at the time the Participant's employment is terminated,
      he or she has been unable to perform the duties of his/her position for a period
      of six consecutive months as a result of the Participant's inability due to
      physical or mental illness. 

     

    i. “Disposition”
      means the sale, transfer, spin-off or other disposition to another party or
      a
      resulting new entity (the “Purchaser”) of the stock or assets of any subsidiary,
      business unit or division of the Company. For example, the sale of the Company’s
      electronic materials division in Somerset, New Jersey constitutes a
      Disposition.

    


    j.
      "Good
      Reason" means, without the consent of the Participant: 

    


    (i)
      a
      material reduction in base salary, incentive compensation potential or benefits
      (other than reductions applicable to employees generally); or

    


    (ii)
      a
      material diminution in job responsibilities; or 

    


    (iii)
      a
      requirement that the Participant relocate, except for office relocations that
      would not increase the Participant's one-way commute by more than 50 miles;
      or

     

    (iv)
      following a Disposition, a change in the Participant’s job requirements, such as
      a request from the Chief Executive Officer or the Board of Directors that the
      Participant travel more frequently, such that the Participant reasonably
      believes that he cannot meet the new requirements.

    


    k. "Participant"
      means each of the senior executives of the Company who are selected by the
      Committee for coverage by this Policy and who have been employed by the Company
      for a minimum of twelve months. As of the adoption date of the Policy,
      Participants shall include the: 

    	i.  	
            Chief
              Executive Officer

          


    	ii.  	
            Chief
              Financial Officer

          


    	iii.  	
            Chief
              Operating Officer

          


    	iv.  	
            Chief
              Technical Officer

          


    	v.  	
            Chief
              Legal Officer

          


    	vi.  	
            Vice
              President and General Manager

          


    	vii.  	
            Vice
              President, Finance

          


    	viii.  	
            Vice
              President, Human Resources

          


    	ix.  	
            Vice
              President & Deputy Counsel

          


    


    l.
      "Qualifying Separation" means a termination of employment from the Company
      (and
      its affiliates) but specifically excludes, without limitation, termination
      of
      employment due to Cause, death, Disability, or termination by the Participant
      (other than a termination for Good Reason); provided, however, that such
      termination of employment also constitutes a "Separation from Service" within
      the meaning of Section 409A of the Code.

    


    m. "Separation
      Agreement" means an effective agreement prepared by the Company, executed by
      the
      Participant and returned to the Company within the time period requested by
      the
      Company. It shall contain (a) typical provisions concerning termination of
      employment, (b) a statement that Severance Benefits under this Policy are
      conditioned upon the Company's receipt of such agreement, and (c) a release
      (in
      a form to be determined by the Company) by the Participant of the Company from
      any liability or obligation (excluding any indemnification to which the
      Participant may be entitled pursuant to the Company’s Amended and Restated
      Certificate of Incorporation, By-Laws and any coverage under directors and
      officers, professional, fiduciary or errors or omissions policies that benefit
      the Participant) to the Participant. To be effective, the Separation Agreement
      shall not have been revoked by the Participant within the time permitted under
      applicable state and federal laws.

     

    n.
      "Severance Benefits" mean the benefits set forth in Sections 5, 6, 7, 8, 9
      and
      10 of this Policy. 

     

    o.
      "Severance Pay" means the salary continuation payments under Section 5 of this
      Policy.

    


    p. “409A
      Participant” means a Participant who satisfies the “specified employee”
definition described under Code Section 409A and who is either:

    


    (i)
      eligible for Severance Pay due to the Participant’s termination for Good Reason;


    


    (ii)
      eligible to receive Severance Pay that exceeds two times the lesser of (1)
      the
      Participant’s compensation for the calendar year preceding the calendar year of
      the Participant’s Date of Termination or (2) the maximum amount of compensation
      that may be taken into account under a qualified plan pursuant to Code Section
      401(a)(17); or

    


    (iii)
      eligible to receive Severance Pay payments that extend past the December 31st
      of
      the second calendar year following the calendar year of the Participant’s Date
      of Termination.

    


    


    3. Participation
      in the Policy

    


    All
      Participants who have experienced a Qualifying Separation from the Company
      shall
      be eligible to receive Severance Benefits under this Policy provided the
      requirements of Section 4 are met. 

    


    4. Condition
      to Receipt of Benefits

    


    A
      Participant must execute an effective Separation Agreement to receive Severance
      Benefits. Severance Benefits shall cease upon the Participant violating any
      provision of his or her Separation Agreement, or any post-termination
      obligations under his or her employment agreement (if any).

    


    5. Severance
      Pay

    


    Severance
      payments shall be made as follows: 

    


    Participants
      at the level of Executive Vice President or higher hired or promoted prior
      to
      May 1, 2007: 
      Continuation of Base Salary for a period equal to (a) one year, plus
      (b)
      two weeks, plus (c) two additional weeks for each year the Participant was
      employed by the Company (the “Severance Period”).

    


    Participants
      at the level of Executive Vice President or higher hired or promoted on or
      after
      May 1, 2007: 
      Continuation of Base Salary for a period equal to (a) one year, plus
      (b)
      one week, plus (c) one additional week for each year the Participant was
      employed by the Company (the “Severance Period”).

     

    Participants
      at the level of Vice President or lower hired or promoted prior to May 1,
      2007: 
      Continuation of Base Salary for a period equal to (a) five months, plus
      (b)
      two weeks, plus (c) two additional weeks for each year the Participant was
      employed by the Company (the “Severance Period”).

    


    Participants
      at the level of Vice President or lower hired or promoted on or after May 1,
      2007: 
      Continuation of Base Salary for a period equal to (a) five months, plus
      (b)
      one week, plus (c) one additional week for each year the Participant was
      employed by the Company (the “Severance Period”).

     

    Notwithstanding
      the foregoing:

    


    (i)
      during the applicable revocation period of a Participant’s Separation Agreement,
      the severance payments that would otherwise have been paid during such time
      shall be paid as soon as administratively feasible following the lapsing of
      such
      revocation period; and

    


    (ii)
      to
      the extent a Participant is a 409A Participant, the severance payments that
      would otherwise have been paid within the first six months of the Participant’s
      Date of Termination shall be paid in a lump sum as soon as administratively
      feasible following the six month anniversary of the Participant’s Date of
      Termination.

    


    Subject
      to the foregoing, the Company shall pay to the Participant severance on regular
      paydays of the Company to the extent administratively feasible. The Severance
      Pay will be made less applicable withholdings and deductions.

    


    6. Health
      Insurance 

    


    In
      accordance with the Company’s health plans, the Participant will be eligible to
      exercise his or her rights to COBRA health insurance coverage for the
      Participant, and, where applicable, Participant’s spouse and eligible
      dependents, at Participant’s expense (subject to the foregoing), upon
      termination of the Participant’s employment. To the extent the Participant
      elects COBRA continuation coverage, the Company shall continue to pay the
      portion of the COBRA premiums for the entire Severance Period up to a maximum
      of
      18 months that the Company would have otherwise paid assuming the Participant
      was an active employee during such time. Participant acknowledges that the
      Company will deduct from his or her Severance Pay (to the extent being paid)
      an
      amount equal to the Participant’s portion of the COBRA premiums during the
      Severance Period. In the event that the Participant is a 409A Participant,
      the
      Company shall pay the Participant’s portion of the COBRA premiums during the six
      month deferral period specified in 5 (ii). Nothing herein shall be construed
      as
      extending or delaying the start date of the COBRA coverage period for the
      Participant.

    


    All
      voluntary payroll deductions, including but not limited to 401(k), ESPP and
      term
      life, will cease effective the Date of Termination. 

    


    7. Stock
      Options

    


    The
      rights regarding the Participant's stock options shall be governed by the
      Participant's stock option agreement and the stock option plan that governs
      the
      option.

    


    8. Annual
      Bonus or Pay-for-Performance Payment

    


    If
      the
      Participant's employment is terminated after the end of a fiscal year but before
      annual bonus or pay-for-performance payments are distributed and a Disposition
      directly affecting the Participant has occurred, the Participant shall be
      entitled to the annual bonus or pay-for-performance payment attributable to
      the
      immediately preceding fiscal year, assuming for this purpose that all personal
      performance targets or goals were met. The Company shall make this payment
      at
      the same time it pays all of its other employees in accordance with the
      Company's normal practices but no later than March 15th of the applicable
      year.

     

    9. Outplacment
      Services 


    The
      Company shall provide to each terminated Participant standard outplacement
      services at the expense of the Company from an established outplacement firm
      selected by the Company; provided, however, that the cost of the benefits shall
      be commensurate with the level of the Participant and, absent special
      circumstances, shall generally not exceed in total an amount equal to $30,000
      per executive officer Participant and $25,000 per non-executive officer
      Participant. In order to receive outplacement services, the Participant must
      begin utilizing the services within 30 days of his or her Date of Termination.
      The fees shall be paid directly to the outplacement firm and no part of this
      amount shall be paid to the Participant. All services must be provided by the
      end of the Severance Period.

    


    10. Perquisites.

    


    The
      Participant's right to use a Company automobile and any automobile allowance
      or
      other perquisite that the Participant was receiving in accordance with the
      arrangement in effect at the time of termination of the Participant's employment
      will continue until the end of the Severance Period.

    


    11. Funding.
      

    


    The
      Policy shall at all times be entirely unfunded and no provision shall at any
      time be made with respect to segregating assets of the Company for payment
      of
      any Severance Pay or Severance Benefits hereunder. Severance Pay and Severance
      Benefits are not a vested right. No Participant or other person shall have
      any
      interest in any particular assets of the Company by reason of the right to
      receive Severance Pay and Severance Benefits under the Policy and any such
      Participant or any other person shall have only the rights of a general
      unsecured creditor of the Company with respect to any rights under the
      Policy.

    


    12.
      Non-Exclusivity
      of Rights.
      

    


    The
      terms
      of this Policy shall not prevent or limit the right of a Participant to receive,
      prior to a Qualifying Separation, any base salary, retirement or welfare
      benefit, perquisite, bonus or other payment provided by the Company to the
      Participant, except for such rights as the Participant may have specifically
      waived in writing. Amounts that are vested benefits or which the Participant
      is
      otherwise entitled to receive under any other benefit, policy or program
      provided by the Company shall be payable in accordance with the terms of such
      policy or program.

    


    13.
      Amendment;
      Termination; Interpretation; 409A Compliance.
      

    


    This
      Policy, including the designation of those who qualify as Participants, may
      be
      amended or terminated by the Committee at any time. No such termination or
      amendment shall affect the rights of any Participant whose employment has been
      terminated as a result of a Qualifying Separation, or who is then receiving
      Severance Benefits at the time of such amendment or termination. If a
      Participant dies after signing the Separation Agreement and prior to receiving
      all of the Severance Pay to which he or she is entitled pursuant to the Policy,
      payment shall be made to the beneficiary designated by the Participant to the
      Company or, in the event of no designation of beneficiary or the death of the
      beneficiary, then to the estate of the deceased Participant. The Committee
      reserves the right in its sole discretion to interpret the Policy, prescribe,
      amend and rescind rules and regulations relating to it, determine the terms
      and
      provisions of the severance payments and make all other determinations he deems
      necessary or advisable for the administration of the Policy, subject to the
      appeals procedure in Section 18. The determination of the Committee on all
      matters regarding the Policy shall be conclusive and binding on all
      parties.

    


    To
      the
      extent any provision of the Policy, or action by the Committee would subject
      any
      Participant to liability for interest or additional taxes under Code Section
      409A(a)(1)(B), it will be deemed null and void, to the extent permitted by
      law
      and deemed advisable by the Committee. It is intended that the Policy and
      payments hereunder will comply with Code Section 409A to the extent applicable,
      and the Policy shall be interpreted and construed on a basis consistent with
      such intent. The Policy may be amended in any respect deemed necessary
      (including retroactively) by the Committee in order to preserve compliance
      with
      Code Section 409A. The preceding shall not be construed as a guarantee of any
      particular tax effect for Policy benefits or payments.

    


    Nothing
      herein shall restrict the Committee’s ability to exercise its discretionary
      authority as provided in the Policy.

    


    14. Non-Assignability.
      

    


    Severance
      Benefits pursuant to the Policy shall not be subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
      charge prior to actual receipt thereof by a Participant; and any attempt to
      so
      anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior
      to such receipt shall be void; and the Company shall not be liable in any manner
      for, or subject to, the debts, contracts, liabilities, engagements or torts
      of
      any person entitled to any Severance Benefits under this Policy.

    


    15.
       No
      Employment Rights.
      

    


    This
      Policy does not constitute a contract of employment for a particular term or
      length between any Participant and the Company, nor does it in any way alter
      any
      Participant's status as an employee-at-will who may be terminated with or
      without cause for any reason or no reason at all except a reason prohibited
      by
      law. The Company is an "employment at will" employer. Participants have the
      right to resign their positions "at will" and the Company has the right to
      terminate an employee "at will" with or without notice or Cause. No
      Participant’s "at will" status may be modified except in a written contract
      signed by an authorized officer of the Company.

    


    16..
      Governing
      Law.
      

    


    The
      terms
      of the Policy, to the extent not preempted by federal law, shall be governed
      by
      and construed and enforced in accordance with the laws of the State of New
      Jersey (without regard to its conflict of laws principles) including all matters
      of construction, validity and performance. 

     

    17. ERISA
      Plan 


    This
      policy is intended to be and shall be administered and maintained as a welfare
      benefit plan under Section 3(1) of the Employee Retirement Income Security
      Act
      of 1974 ("ERISA"), providing certain benefits to participants on certain
      severances from employment covering
      only a select group of management or highly compensated employees, with the
      effect that, although it shall be subject to Sections 502 and 514 of ERISA,
      it
      shall not be subject to Parts 1-4 of Subtitle B of Title I of ERISA.
      This
      policy is not intended to be a pension plan under Section 3(2)(A) of ERISA
      and
      shall be maintained and administered so as not to be such a plan. 

    


    18.
      Claims
      Procedure.
      

    


    Generally,
      benefits will be paid under this Policy (also, referred to herein as the "Plan")
      without the necessity of filing a claim. If a Participant believes that he
      or
      she has been denied benefits under the Plan, the Participant (or his or her
      authorized representative) may file a written claim with the Committee to the
      following address: 2015 W. Chestnut St., Alhambra, California 91803.


    


    If
      a
      claim for Plan benefits is denied in whole or in part, the Participant will
      receive a written notice of the denial. This notice must be provided to the
      Participant within a reasonable period of time, but not later than 90 days
      after
      receipt of the claim by the Committee, unless the Committee determines that
      special circumstances require an extension of time for processing the
      Participant's claim. If the Committee determines that an extension is necessary,
      notice of the extension will be furnished to the Participant prior to the
      termination of the initial 90-day period. In no event will such extension exceed
      a period of 90 days from the end of the initial 90-day period. The extension
      notice will indicate the special circumstances requiring an extension of time
      and when the Participant can expect the benefit determination. 

    


    The
      Committee's notice of denial of a Participant's claim will contain the following
      information: (a) the specific reason or reasons for the adverse determination;
      (b) references to specific Plan provisions on which the determination is based;
      (c) a description of any additional material or information necessary for the
      Participant to perfect the claim and an explanation of why such material or
      information is necessary; and (d) appropriate information as to the steps to
      be
      taken if the Participant wants to submit a claim for appeal. 

    


    If
      a
      claim is denied in whole or in part by the Committee, the Participant (or his
      or
      her representative) may appeal the adverse determination by filing a written
      request for a review of the claim with the Committee. The request for review
      must be made within 60 days of the date the Participant receives the denial
      (or,
      if no written denial is received, within 60 days of the date when the denial
      was
      due). The Participant should send the written request for review to the
      Committee. A Participant may submit written comments, documents, records, and
      other information relating to his or her claim for benefits. A Participant
      will
      be provided, upon request and free of charge, reasonable access to, and copies
      of, all documents, records, and other information relevant to his or her claim
      for benefits. The review will take into account all comments, documents,
      records, and other information submitted by the Participant relating to his
      or
      her claim, without regard to whether such information was submitted or
      considered in the initial benefit determination. The Committee will provide
      the
      Participant with a written notice of its decision on review within 60 days
      after
      the Committee’s receipt of the Participant's written claim for review, unless
      the Committee determines that special circumstances require an extension of
      time
      for processing the claim. If the Committee determines that an extension of
      time
      is required, written notice of the extension will be furnished to the
      Participant prior to the end of the initial 60-day period. The extension notice
      will indicate the special circumstances requiring an extension of the time
      and
      the date by which the Committee expects to render its determination on review.
      The extension will not exceed a period of 60 days from the end of the initial
      60-day period. 

    


    In
      the
      case of an adverse benefit determination on review, the notice will set forth:
      (a) the specific reason or reasons for the adverse determination; and (b)
      references to the specific Plan provisions on which the determination is based.
      By participating in the Plan, Participants agree that (a) the Plan will not
      pay
      any benefit for a claim filed more than one year from the date a Participant
      terminates employment, and (b) no legal or equitable action may be filed against
      the Plan or any Plan fiduciary more than 90 days after exhaustion of the
      Participant's rights under the above claims procedure. A Participant must
      exhaust all levels of the appeal procedure before the Participant can bring
      an
      action at law or equity. The power and authority of the Committee shall be
      discretionary with respect to all matters arising before each of them under
      this
      claims procedure.

    


    Unless
      otherwise required by ERISA, and notwithstanding anything to the contrary
      herein, any unresolved dispute remaining after exhaustion of the claims
      procedures herein shall be resolved exclusively by final and binding arbitration
      in New York, New York under the commercial arbitration rules of the American
      Arbitration Association with each party to bear its own attorneys’ fees, but the
      Company bearing the fees of the arbitrator. By participating in the Plan, the
      Participant acknowledges that the Participant waives the right to litigate
      such
      unresolved disputes in a judicial forum before a judge or jury. 

     

    19.
      Miscellaneous.
      

    


    (a) Taxes
      and
      Withholding. As a condition to any payment or distribution pursuant to the
      Policy, the Company may require a Participant to pay such sum to the Company
      as
      may be necessary to discharge its obligations with respect to any taxes,
      assessments or other governmental charges imposed on property or income received
      by the Participant thereunder. The Company may deduct or withhold such sum
      from
      any payment or distribution to the Participant.

    


    (b) Right
      to
      Offset. Notwithstanding any provisions of the Policy to the contrary, the
      Company may offset any amounts to be paid to a Participant (or, in the event
      of
      the Participant’s death, to his beneficiary or estate) under the Policy against
      any amounts that such Participant may owe to the Company.

    


    (c)
       Severability.
      If any provision of the Policy is determined to be invalid, illegal or
      unenforceable, such provision shall be construed or deemed amended to conform
      to
      applicable laws, or, if it cannot be so construed or deemed amended without,
      in
      the determination of the Committee, materially altering the intent of the
      Policy, such provision shall be stricken, and the remainder of the Policy shall
      remain in full force and effect.

    


    (d) Treatment
      for other compensation purposes.  Payments and other benefits received by a
      Participant pursuant to the Policy shall not be deemed part of a Participant's
      regular, recurring compensation for purposes of any termination, indemnity
      or
      severance pay laws and shall not be included in, nor have any effect on, the
      determination of benefits under any other employee benefit plan, contract or
      similar arrangement provided by the Company, unless expressly so provided by
      such other plan, contract or arrangement.

    


    (e) Furnishing
      Information. A Participant will cooperate with the Committee by furnishing
      any
      and all information requested by the Committee and take such other actions
      as
      may be requested in order to facilitate the administration of the Policy and
      the
      payments of benefits hereunder, including but not limited to taking such
      physical examinations as the Committee may deem necessary.

    


    (f) Headings;
      Gender and Number. Section headings are used in this Policy for convenience
      of
      reference only and shall not affect the meaning of any provision of this
      Agreement. Except where otherwise indicated by the context, any masculine term
      used herein will also include the feminine; the plural will include the singular
      and the singular will include the plural.