ex1018.htm


    
      

    

     

    EXHIBIT
      10.18


    JDS
      UNIPHASE CORPORATION 2003 EQUITY INCENTIVE PLAN

     

    NOTICE
      OF DEFERRED STOCK UNIT AWARD

     

    
      	    Grantee’s
              Name
              and Address: 	 	 	
               Award
                Number:  _________________

               

            
	    Kevin
              Kennedy	 	 	
               Date of Award:  
                ____________________

               

            
	   ________________________________________	 	 	 Type
              of Awared:    Deferred Stock Units
	   ________________________________________	 	 	 


    

     

    You
      (the
“Grantee”) have been granted a deferred stock unit award (the “Award”), subject
      to the terms and conditions of this Notice of Deferred Stock Unit Award (the
      “Notice”), the JDS Uniphase Corporation 2003 Equity Incentive Plan, as amended
      from time to time (the “Plan”) and the Deferred Stock Unit Award Agreement (the
“Agreement”) attached hereto, as follows. Unless otherwise defined herein, the
      terms defined in the Plan shall have the same defined meanings in this
      Notice.

     

    Total
      Number of Deferred Stock Units Awarded (the “Units”): 175,000

    


    Vesting
      Schedule:

     

    The
      Units
      are fully vested upon and after the Date of Award.

     

    Settlement
      of the Award:

     

    Units
      shall be settled by issuance to the Grantee of shares of Common Stock as
      provided by Section 4 of the Agreement.

     

    Employment
      Agreement:

     

    As
      used
      in the Agreement, the term “Employment Agreement” means the Employment Agreement
      entered into between the Grantee and the Company, dated October 1,
      2007.

     

    IN
      WITNESS WHEREOF, the Company and the Grantee have executed this Notice and
      agree
      that the Award is to be governed by the terms and conditions of this Notice,
      the
      Plan, and the Agreement.

    
      	 	 	 
	 	
              JDS
                Uniphase Corporation

              a Delaware corporation

            
	 
 	 
 	 
 
	 	 	By:___________________________________
	 	Title:
	 	 


    

    The
      Grantee acknowledges receipt of a copy of the Plan and the Agreement and
      represents that he or she is familiar with the terms and provisions thereof,
      and
      hereby accepts the Award subject to all of the terms and provisions hereof
      and
      thereof. The Grantee has reviewed this Notice, the Agreement and the Plan in
      their entirety, has had an opportunity to obtain the advice of counsel prior
      to
      executing this Notice and fully understands all provisions of this Notice,
      the
      Agreement and the Plan. The Grantee hereby agrees that all disputes arising
      out
      of or relating to this Notice, the Plan and the Agreement shall be resolved
      in
      accordance with Section 9 of the Agreement. The Grantee further agrees to
      notify the Company upon any change in the residence address indicated in this
      Notice.

     

    


     

    Dated:
      ______________________                              Signed:
      ______________________________________ 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Award
      Number: __________________

     

    JDS
      UNIPHASE CORPORATION 2003 EQUITY INCENTIVE PLAN

    


    DEFERRED
      STOCK UNIT AWARD AGREEMENT

     

    1.  Issuance
      of Units.
      JDS
      Uniphase Corporation, a Delaware corporation (the “Company”), hereby issues to
      the Grantee (the “Grantee”) named in the Notice of Deferred Stock Unit Award
      (the “Notice”), the Total Number of Deferred Stock Units Awarded set forth in
      the Notice (the “Units”), subject to the Notice, this Deferred Stock Unit Award
      Agreement (the “Agreement”) and the terms and provisions of the Company’s 2003
      Equity Incentive Plan, as amended from time to time (the “Plan”), which is
      incorporated herein by reference. Unless otherwise defined herein, the terms
      defined in the Plan shall have the same defined meanings in this Agreement.
      

     

    2.  Transfer
      Restrictions.
      The
      Units may not be transferred in any manner other than by will or by the laws
      of
      descent and distribution. Notwithstanding the foregoing, the Grantee may
      designate a beneficiary of the Units in the event of the Grantee’s death on the
      beneficiary designation form attached hereto as Exhibit A.
      The
      terms of this Agreement shall be binding upon the executors, administrators,
      heirs, successors and transferees of the Grantee.

     

    3.  Vesting.
      

     

    (a)  For
      purposes of this Agreement and the Notice, the term “vested” shall mean, with
      respect to any Units, that such Units are not subject to forfeiture to the
      Company.

     

    (b)  The
      Units
      shall be vested in full upon and after the Date of Award, as provided by the
      Notice. 

     

    4.  Conversion
      of Units and Issuance of Shares.

     

    (a)  Except
      as
      otherwise provided in Section 4(b) or Section 4(c) and subject to the
      tax withholding requirements set forth in Section 7, one (1) share of
      Common Stock (each a “Share”) shall be issued to the Grantee in settlement of
      each Unit then subject to the Award on the date which is the first to occur
      of
      (i) the second (2nd) anniversary of the Date of Award, (ii) the date
      on which a “Change of Control” (as defined by the Employment Agreement) is
      consummated or (iii) the date of the Grantee’s “Separation from Service”
within the meaning of Treasury Regulations promulgated pursuant to Code Section
      409A (the “Section 409A Regulations”).

     

    (b)  Notwithstanding
      the foregoing, if Shares would otherwise be issued on account of the Grantee’s
      Separation from Service on a date on which the Grantee is a “specified employee”
(as such term is defined by the Section 409A Regulations), such Shares shall
      instead be issued on the first (1st) business day of the seventh (7th) calendar
      month commencing after the date of the Grantee’s Separation from Service or, if
      earlier, the date of the Grantee’s death following the Grantee’s Separation from
      Service.

     

    (c)  On
      the
      Award Date, one (1) Share shall be issued to the Grantee and simultaneously
      withheld by the Company pursuant to Section 6(b)(iii) in settlement of that
      number of Units having a value (as measured by the Fair Market Value of the
      Shares underling such Units) equal to the Grantee’s Tax Withholding Obligations
      (as defined in Section 6(b)) arising as a result of the grant to the
      Grantee of fully vested Units, including such Tax Withholding Obligations which
      result from the pyramiding of income tax withholding applicable to the issuance
      of such Shares.

     

    5.  Right
      to Shares.
      The
      Grantee shall not have any right in, to or with respect to any of the Shares
      (including any voting rights or rights with respect to dividends paid on the
      Common Stock) issuable under the Award until the Award is settled by the
      issuance of such Shares to the Grantee.

     

    6.  Taxes.
      

     

    (a)  Generally.
      The
      Grantee is ultimately liable and responsible for all taxes owed by the Grantee
      in connection with the Award, regardless of any action the Company or any
      Affiliate takes with respect to any tax withholding obligations that arise
      in
      connection with the Award. Neither the Company nor any Affiliate makes any
      representation or undertaking regarding the treatment of any tax withholding
      in
      connection with the grant or vesting of the Award or the subsequent sale of
      Shares issuable pursuant to the Award. The Company and its Affiliates do not
      commit and are under no obligation to structure the Award to reduce or eliminate
      the Grantee’s tax liability.

     

    (b)  Payment
      of Withholding Taxes.
      Prior
      to any event in connection with the Award (e.g., vesting) that the Company
      determines may result in any tax withholding obligation, whether U.S., federal,
      state or local, or non-U.S., including any employment tax obligation (the “Tax
      Withholding Obligation”), the Grantee must arrange for the satisfaction of the
      minimum amount of such Tax Withholding Obligation in a manner acceptable to
      the
      Company. 

     

    (i)  By
      Sale of Shares.
      Unless
      the Grantee determines (or is required) to satisfy the Tax Withholding
      Obligation by some other means in accordance with clause (ii) or clause (iii)
      below, the Grantee’s acceptance of this Award constitutes the Grantee’s
      instruction and authorization to the Company and any brokerage firm determined
      acceptable to the Company for such purpose to sell on the Grantee’s behalf a
      whole number of Shares from those Shares issuable to the Grantee as the Company
      determines to be appropriate to generate cash proceeds sufficient to satisfy
      the
      minimum applicable Tax Withholding Obligation. Such Shares will be sold on
      the
      day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon
      thereafter as practicable. The Grantee will be responsible for all broker’s fees
      and other costs of sale, and the Grantee agrees to indemnify and hold the
      Company harmless from any losses, costs, damages, or expenses relating to any
      such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum
      Tax Withholding Obligation, the Company agrees to pay such excess in cash to
      the
      Grantee. The Grantee acknowledges that the Company or its designee is under
      no
      obligation to arrange for such sale at any particular price, and that the
      proceeds of any such sale may not be sufficient to satisfy the Grantee’s minimum
      Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the
      Company or any Affiliate as soon as practicable, including through additional
      payroll withholding, any amount of the Tax Withholding Obligation that is not
      satisfied by the sale of Shares described above. 

     

    (ii)  By
      Check, Wire Transfer or Other Means.
      Unless
      the Grantee is required to satisfy the Tax Withholding Obligation by means
      of
      clause (iii) below, at any time not less than five (5) business days before
      any
      Tax Withholding Obligation arises (e.g., a vesting date), the Grantee may elect
      to satisfy the Grantee’s Tax Withholding Obligation by delivering to the Company
      an amount that the Company determines is sufficient to satisfy the Tax
      Withholding Obligation by (x) wire transfer to such account as the Company
      may
      direct, (y) delivery of a certified check payable to the Company, or (z) such
      other means as specified from time to time by the Administrator. 

     

    (iii)  By
      Withholding of Shares.
      The
      Company may require the Grantee to satisfy all or any portion of the Tax
      Withholding Obligations by deducting from the Shares otherwise deliverable
      to
      the Grantee in settlement of the Award a number of whole Shares having a fair
      market value, as determined by the Company as of the date on which the Tax
      Withholding Obligations arise, not in excess of the amount of such Tax
      Withholding Obligations determined by the applicable minimum statutory
      withholding rates.

     

    (c)  Right
      to Retain Shares.
      The
      Company may refuse to issue any Shares to the Grantee until the Grantee
      satisfies the Tax Withholding Obligation. To the maximum extent permitted by
      law, the Company has the right to retain without notice from Shares issuable
      under the Award or from salary or other amounts payable to the Grantee, Shares
      or cash having a value sufficient to satisfy the Tax Withholding Obligation.
      

     

    7.  Entire
      Agreement: Governing Law.
      The
      Notice, the Plan and this Agreement constitute the entire agreement of the
      parties with respect to the subject matter hereof and supersede in their
      entirety all prior undertakings and agreements of the Company and the Grantee
      with respect to the subject matter hereof, and may not be modified adversely
      to
      the Grantee’s interest except by means of a writing signed by the Company and
      the Grantee. These agreements are to be construed in accordance with and
      governed by the internal laws of the State of California without giving effect
      to any choice of law rule that would cause the application of the laws of any
      jurisdiction other than the internal laws of the State of California to the
      rights and duties of the parties. Should any provision of the Notice or this
      Agreement be determined by a court of law to be illegal or unenforceable, the
      other provisions shall nevertheless remain effective and shall remain
      enforceable. Notwithstanding any provision of this Agreement or the Plan to
      the
      contrary, the Administrator may amend this Agreement, either retroactively
      or
      prospectively, without the consent of the Grantee, if the Administrator
      determines in its discretion that such amendment is required or advisable for
      this Agreement and the Award to satisfy or comply with or meet the requirements
      of Code Section 409A. To the extent the Award is otherwise exempt from Code
      Section 409A, the Administrator shall not take any action that would cause
      the
      Award to become subject to Code Section 409A, and to the extent the Award is
      subject to Code Section 409A, the Administrator shall not take any action that
      would cause the Award to fail to satisfy the requirements of Code Section
      409A.

     

    8.  Headings.
      The
      captions used in this Agreement are inserted for convenience and shall not
      be
      deemed a part of this Agreement for construction or interpretation.


     

    9.  Dispute
      Resolution.
      The
      provisions of this Section 9 shall be the exclusive means of resolving
      disputes arising out of or relating to the Notice, the Plan and this Agreement.
      The Company, the Grantee, and the Grantee’s assignees (the “parties”) shall
      attempt in good faith to resolve any disputes arising out of or relating to
      the
      Notice, the Plan and this Agreement by negotiation between individuals who
      have
      authority to settle the controversy. Negotiations shall be commenced by either
      party by notice of a written statement of the party’s position and the name and
      title of the individual who will represent the party. Within thirty (30) days
      of
      the written notification, the parties shall meet at a mutually acceptable time
      and place, and thereafter as often as they reasonably deem necessary, to resolve
      the dispute. If the dispute has not been resolved by negotiation, the parties
      agree that any suit, action, or proceeding arising out of or relating to the
      Notice, the Plan or this Agreement shall be brought in the United States
      District Court for the Northern District of California (or should such court
      lack jurisdiction to hear such action, suit or proceeding, in a California
      state
      court in the County of San Mateo) and that the parties shall submit to the
      jurisdiction of such court. The parties irrevocably waive, to the fullest extent
      permitted by law, any objection the party may have to the laying of venue for
      any such suit, action or proceeding brought in such court. THE PARTIES ALSO
      EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH
      SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 9
      shall for any reason be held invalid or unenforceable, it is the specific intent
      of the parties that such provisions shall be modified to the minimum extent
      necessary to make it or its application valid and enforceable. 

     

    10.  Notices.
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon personal delivery, upon deposit for delivery
      by an
      internationally recognized express mail courier service or upon deposit in
      the
      United States mail by certified mail (if the parties are within the United
      States), with postage and fees prepaid, addressed to the other party at its
      address as shown in these instruments, or to such other address as such party
      may designate in writing from time to time to the other party.

     

    11.  No
      Effect on Terms of Service.
      Nothing
      in the Notice, the Agreement, or the Plan shall confer upon the Grantee any
      right with respect to future deferred stock unit grants or continuation of
      Grantee’s Continuous Active Service, nor shall it interfere in any way with the
      Grantee’s right or the right of the Grantee’s employer to terminate Grantee’s
      Continuous Active Service, with or without cause, and with or without notice.
      Unless the Grantee has a written employment agreement with the Company to the
      contrary, Grantee’s status is at will.
      This Award shall not, under any circumstances, be considered or taken into
      account for purposes of calculation of severance payments in those jurisdictions
      requiring such payments upon termination of employment.
      The
      Grantee shall not have and waives any and all rights to compensation or damages
      as a result of the termination of the Grantee’s employment with the Company or
      the Grantee’s employer for any reason whatsoever, insofar as those rights result
      or may result from (i) the loss or diminution in value of such rights or
      entitlements or claimed rights or entitlements under the Plan, or (ii) the
      Grantee’s ceasing to be entitled to any purchase rights or shares or any other
      rights under the Plan.

     

    12.  Personal
      Data.
      The
      Grantee understands that the Company and its subsidiaries hold certain personal
      information about the Grantee for the purpose of managing and administering
      the
      Plan, including: name, home address and telephone number, date of birth, social
      fiscal number, compensation, nationality, job title, any shares of stock held
      in
      the Company, details of all awards of equity compensation or any other
      entitlement to shares of stock awarded, canceled, exercised, vested, unvested
      or
      outstanding in the Grantee’s favor (collectively, “Data”). The Grantee
      understands that the Company and/or its subsidiaries will transfer Data amongst
      themselves as necessary for the purpose of implementation, administration and
      management of the Grantee’s participation in the Plan, and that the Company
      and/or any of its subsidiaries may each further transfer Data to any third
      parties assisting the Company in the implementation, administration and
      management of the Plan. These recipients may be located in the European Economic
      Area, Asia, the United States and/or Canada. The Grantee consents to the
      collection, use and transfer of Data and authorizes these recipients to receive,
      possess, use, retain and transfer Data, in electronic or other form, as may
      be
      required for: (i) the administration of the Plan; and (ii) the implementation,
      administration and management of the Grantee’s participation in the Plan,
      including any requisite transfer to a broker or any other third party with
      whom
      the Grantee may elect to deposit any shares of stock acquired as a result of
      this Award or any portion thereof and/or the subsequent holding of shares of
      stock on the Grantee’s behalf.

     

    13.   Electronic
      Documents.
      The
      Plan documents, including this Agreement, may be delivered and executed
      electronically.

     

    


     

    END
      OF AGREEMENT

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    JDS
      Uniphase Corporation

    Deferred
      Stock Unit Beneficiary Designation

    


    In
      the
      event of my death prior to the settlement of my currently outstanding or
      subsequently issued Deferred Stock units (the “Units”)
      under
      any existing or subsequently adopted equity incentive plan of JDS Uniphase
      Corporation or its successor in interest (the “Company”)
      (whether adopted by the Company or assumed by the Company in connection with
      a
      merger, acquisition or other similar transaction) or issued to me by the Company
      outside of any such equity plan, and in lieu of disposing of my
      interest,1 
      if any,
      in the Units at the time of my death by my will or the laws of intestate
      succession, I hereby designate the following persons as Primary Beneficiary(ies)
      and Contingent Beneficiary(ies) of my interest in the Units:

     

    
      	 	
              Primary
                Beneficiary(ies) (Select
                only one of the three alternatives)

               

            
	
               

               o

            	
               

              (a) Individuals
                and/or Charities

               

            	 	
              %
                Share

               

            
	
              1)  

               

            	
              Name____________________________________________________________

               

            	
              _______

               

            
	 	
              Address
                

               

            
	
              2)  

               

            	
              Name____________________________________________________________

               

            	
              _______

               

            
	 	
              Address
                

               

            
	
              3)  

               

            	
              Name____________________________________________________________

               

            	
              _______

               

            
	 	
              Address
                

               

            
	
              4)  

               

            	
              Name____________________________________________________________

               

            	
              _______

               

            
	 	
              Address
                

               

            


    

    


    
      	
               

              o

            	
               

              (b) Residuary
                Testamentary Trust

               

            	 	 
	 	
              In
                trust, to the trustee of the trust named as the beneficiary of the
                residue
                of my probate estate.

               

            


    

    _________________________ 

      
        1 A
          married
          grantee whose Units are community property may dispose only of his or her
          own
          interest in the Units. In such cases, the grantee’s spouse may (a) consent
          to the grantee’s designation by signing the Spousal Consent or
          (b) designate the grantee or any other person(s) as the beneficiary(ies) of
          his or her interest in the Units on a separate Beneficiary
          Designation.

      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

              o

            	
               

              (c) Living
                Trust

               

            	 	 
	 	
              _____________________________________________
                (or any successor), as Trustee of the 

              (print
                name of present trustee)

               

              _____________________________________
                Trust, dated ___________________________

              (print
                name of trust)               (fill
                in date trust was established)

            


    

    


    
      	 	
              Contingent
                Beneficiary(ies) (Select
                only one of the three alternatives)

               

            
	
               

              o

            	
               

              (a) Individuals
                and/or Charities

               

            	 	
              %
                Share

               

            
	
              1)  

               

            	
              Name____________________________________________________________

               

            	
              _______

               

            
	 	
              Address
                

               

            
	
              2)  

               

            	
              Name____________________________________________________________

               

            	
              _______

               

            
	 	
              Address
                

               

            
	
              3)  

               

            	
              Name____________________________________________________________

               

            	
              _______

               

            
	 	
              Address
                

               

            
	
              4)  

               

            	
              Name____________________________________________________________

               

            	
              _______

               

            
	 	
              Address
                

               

            


    

    


    
      	
               

              o

            	
               

              (b) Residuary
                Testamentary Trust

               

            	 	 
	 	
              In
                trust, to the trustee of the trust named as the beneficiary of the
                residue
                of my probate estate.

               

            


    

    


    
      	
               

              o

            	
               

              (c) Living
                Trust

               

            	 	 
	 	
              _____________________________________________
                (or any successor), as Trustee of the 

              (print
                name of present trustee)

               

              _____________________________________
                Trust, dated ___________________________

              (print
                name of trust)                 (fill
                in date trust was established)

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Should
      all the individual Primary Beneficiary(ies) fail to survive me or if the trust
      named as the Primary Beneficiary does not exist at my death (or no will of
      mine
      containing a residuary trust is admitted to probate within six months of my
      death), the Contingent Beneficiary(ies) shall be entitled to my interest in
      the
      Units for the shares indicated. Should any individual beneficiary fail to
      survive me or a charity named as a beneficiary no longer exist at my death,
      such
      beneficiary’s share shall be divided among the remaining named Primary or
      Contingent Beneficiaries, as appropriate, in proportion to the percentage shares
      I have allocated to them. In the event that no Individual Primary
      Beneficiary(ies) or Contingent Beneficiary(ies) survives me, no trust (excluding
      a residuary testamentary trust) or charity named as a Primary Beneficiary or
      Contingent Beneficiary exists at my death, and no will of mine containing a
      residuary trust is admitted to probate within six months of my death, then
      my
      interest in the Units shall be disposed of by my will or the laws of intestate
      succession, as applicable.

     

    This
      Beneficiary Designation is effective until I file another such designation
      with
      JDS Uniphase Corporation. Any previous Beneficiary Designations are hereby
      revoked.

     

    
      	
              Submitted
                by:

               

              oGrantee        oGrantee’s
                Spouse

              ____________________________________________________

              (Signature)

               

               

              Date:
                _______________________________________________________

            	
              Accepted
                by:

               

              JDS
                Uniphase Corporation

               

              By:
                ______________________________

               

              Its:
                ______________________________

               

              Date:
                _____________________________

               

            


    

    


     

    Spousal
      Consent for Units that are Community Property (necessary if separate beneficiary
      designation is not filed by Spouse):

     

    I
      hereby
      consent to this Beneficiary Designation and agree that this designation of
      beneficiaries provided herein shall apply to my community property interest
      in
      the Units. This consent does not apply to any subsequent Beneficiary Designation
      which may be filed by my spouse. This consent may be revoked by me at any time,
      whether by filing a Beneficiary Designation disposing of my interest in the
      Units or by filing a written notice of revocation with the Company.

     

    ______________________________________

    (Signature
      of Spouse)

    


     

    Date: _______________________________________

     

    


     

    


     

    


     

    Spousal
      Consent for Units that are not
      Community Property (necessary
      if beneficiary is other than Spouse):

     

    I
      hereby
      consent to this Beneficiary Designation. This consent does not apply to any
      subsequent Beneficiary Designation which may be filed by my spouse.


    _________________________________________

    (Signature
      of Spouse)

    


    Date:
      __________________________________________