Confidential
JDS
Uniphase Corporation
1768 Automation Parkway
San Jose, California 95131
July 18, 2003
Dr. Jozef Straus
Dear Jozef:
On behalf of the JDS Uniphase Board of Directors, I am taking this opportunity to thank you wholeheartedly for your many years of leadership, first as a founder and Chief Executive Officer of JDS Fitel, and currently as Chief Executive Officer of JDS Uniphase. Through the ups and downs your wisdom and guidance have been invaluable to Board, the employees and the stockholders. Your warm heart, sense of humor and unflagging devotion to this Company and its people have been an inspiration to us all and a constant source of support in good times and bad. With your proposed retirement from the role of Chief Executive Officer, we are extremely pleased that, in such event, you have decided to continue to support this Company as a Director and as an executive. You are a unique and valuable resource and we look forward to the years ahead as we continue to work together to build our company and support the long-term interests of the stockholders.
This letter will confirm the Board's proposal for the terms of your continued employment by the Company. This proposal reflects the parties' present intention, but is not binding on either party and is conditioned upon (a) the employment of Kevin Kennedy as Chief Executive Officer of the Company, upon terms and conditions acceptable to the Board and Mr. Kennedy, on or prior to September 30, 2003, (b) the execution of a definitive amendment to your current employment agreement reflecting the terms of the below proposal, and (c) the approval of the terms hereof by the Board of Directors.
Proposal
Director program, with respect to which you would be eligible commencing with the transition of the Chief Executive Officer.
If this proposal is acceptable to you, please acknowledge your acceptance below. On behalf of the Board of Directors, I look forward to continuing our long and productive relationship.
| Very truly yours, | ||
| /s/ MARTIN A. KAPLAN Martin A. Kaplan Chairman of the Board of Directors |
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Acknowledged and Agreed: |
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| /s/ JOZEF STRAUS Jozef Straus |