EXHIBIT 10.1 EMPLOYMENT AGREEMENT * * The following form of agreement was executed by each of the employees identified on Exhibits A-1 through A-5 attached thereto, with the modifications to such form indicated on each such Exhibit. This Agreement,...

EMPLOY




                                             EXHIBIT 10.1 


EMPLOYMENT AGREEMENT *

___________________________

*  The following form of agreement was executed by each of the employees
identified on Exhibits A-1 through A-5 attached thereto, with the modifications
to such form indicated on each such Exhibit.

This Agreement, dated as of September 29, 1999, is between JDS Uniphase
Corporation, a Delaware corporation  (the "Company") and the employee of the
Company who is a signatory to this agreement  ("Employee").
PREMISES
WHEREFORE,






Employee currently is employed by Company or one of its subsidiaries; and

Company and Employee wish to clarify their existing employment relationship
with a written Employment Agreement upon the terms herein provided regarding
Employee's employment with Company;


AGREEMENT
NOW, THEREFORE, based on the foregoing premises and in consideration
of the commitments set forth below, Employee and Company agree as follows:




	1. Definitions.

As used herein, the following terms are defined as follows:




	"Cause" means:


(i)	willful malfeasance by Employee, which has a material adverse effect
on the Company;
(ii)	substantial and continuing willful refusal by Employee to perform
duties ordinarily performed by an employee in the same position and having
similar duties as Employee;
(iii) 	conviction of Employee for a felony which has a material adverse
effect on the Company's goodwill if Employee is retained as an employee of the
Company;
(iv)  willful failure by Employee to comply with material policies and
procedures of the Company; or 


(v) material failure by Employee to fulfill his employment responsibilities in
a competent and professional manner consistent with his assigned job
responsibilities and such failure shall not have been remedied by Employee
following not less than thirty (30) days written notice from the Company  to
Employee regarding such failure.




	"Good Reason" means:


(i)	a material reduction in Employee's salary without Employee's prior
written consent;
(ii)	a material adverse change in Employee's position, duties or
responsibilities without Employee's prior written consent;
(iii)	an actual change in Employee's principal work location by more than
50 kilometers without Employee's prior written consent; or
(iv)	failure by the Company to obtain from any successor company the
assumption of the Company's obligations under this Agreement.
	"Disabled" means a mental or physical disability, illness or
injury, evidenced by medical reports from a duly qualified medical practitioner,
which renders the Employee unable to perform the essential duties of his or her
position, and "Disability" has a corresponding meaning.


	"Effective Date" means:



(i)	in the event the Company terminates the employment of Employee, the
date designated by the Company as the last day of Employee's employment;
(ii)	in the event the Employee resigns his or her employment with the
Company, the date designated by the Company as the effective date of
resignation;
(iii)	in the event the Employee dies, the date of death;
(iv)	in the event the Employee becomes Disabled, the date designated by
the Company as the last day of Employee's employment.




	2. Position, Duties, Responsibilities



	Position:  Employee is employed by Company to render services
to Company in the position described in Exhibit A attached hereto, subject to
the provisions of paragraph 3 below.
	Other Activities:  Except upon the prior written consent of the
Company, Employee will not (i) accept any other employment, or
(ii) engage, directly or indirectly, in any other business activity
(whether or not pursued for pecuniary advantage) that is or may be in conflict
with, or that might place Employee in a conflicting position to that of, the
Company.




	3.  Compensation; Benefits. 

In consideration of the services to be rendered under this Agreement, Company
shall pay to Employee a base annual salary  and an annual bonus contingent upon
performance in the amounts and in accordance with the parameters set forth in
Exhibit A attached hereto. Such salary and bonus, if any, shall in each case be
payable in accordance with the Company's payroll practices.  Employee's salary
and bonus parameters will be reviewed from time to time in accordance with
Company's established procedures for adjusting compensation for similarly
situated employees.  Employee shall be eligible to participate in Company's
benefit plans and to receive prerequisites of employment as established by
Company, and as may be amended from time to time in Company's sole
discretion.




	4.  Term



The term (the "Term") of this Agreement shall commence on the date
hereof and shall expire on July 6, 2004 unless sooner terminated as provided
herein (the date of termination of this Agreement, the "Expiration
Date"). In the event that the Expiration Date shall be July 6, 2004 and
Employee's employment with the Company shall continue thereafter, such
employment shall be an employment at will, terminable by either Employee or the
Company on reasonable notice, and neither party shall have any further rights or
obligations pursuant to this Agreement.




	5.  Termination.




	Termination Benefits Under Certain Circumstances.  If the
Employee's employment is terminated, prior to the Expiration Date, by the
Company (other than for Cause), as the result of the Death or Disability of the
Employee, or by the Employee for Good Reason, conditioned upon the Employee's
executing and delivering to the Company a release of claims, reasonably
acceptable to the Company, Employee will be entitled to the following benefits
in full satisfaction of any statutory, contractual or common law entitlements
which Employee has or could have as a result of the termination of the Term:
(i) the Company shall pay to the Employee, in one lump sum, an amount equal
to (A) salary for that period specified in Exhibit A attached hereto (the
"Severance Period"), at the Employee's annual salary in effect on the
Effective Date, plus (B) a bonus for that year(s) comprising the Severance
Period (calculated based on the average of the bonus awarded to Employee in each
of the previous three years of employment by the Company), minus any amounts to
which Employee is otherwise entitled under any statutory or Company long or
short term disability plan and minus any required withholdings or deductions;
and (ii) Employee's right, title and entitlement to any unvested options or any
other securities or similar incentives which have been granted or issued to
Employee as of the Effective Date, which would have vested during that period
commencing on  the Effective Date and continuing for the duration of  the
Severance Period, shall immediately vest, free from any restrictions (other than
those imposed by applicable state and federal securities laws), provided that
all such securities shall continue to be exercisable (if applicable) for 90 days
from the Effective Date or until the term such securities would have otherwise
expired (if applicable), whichever is earlier.  Such payments and other
consideration payable by the Company pursuant to this Section 5(a) shall be
accepted by Employee, or his heirs as the case may be, in exchange for a full
and complete release by Employee of all causes of action, claims or other rights
that he may have against the Company arising in connection with his employment
or pursuant to this Agreement. The Company shall have no obligations under this
paragraph with respect to any termination of the Term for any reason other than
as specified in the first sentence of this paragraph.


	Termination For Cause:  This Agreement shall terminate
immediately upon the termination of Employee for Cause.  Thereafter, all
obligations of Company under this Agreement shall cease.

	By Death:  Employee's employment shall terminate automatically
upon the death of Employee.  Company shall pay to Employee's beneficiaries or
estate, as appropriate, the compensation set forth in Section 5.a.  Thereafter,
all obligations of Company under this Agreement shall cease.  Nothing in this
Section shall affect any entitlement of Employee's heirs to the benefits of any
life insurance plan or other applicable benefits.  

	By Disability:  If Employee suffers from a Disability, then, to
the extent permitted by law, Company may terminate Employee's employment.
Company shall pay to Employee the compensation set forth in Section 5.a.
Thereafter, all of Company's obligations under this Agreement shall cease.
Nothing in this Section shall affect Employee's rights under any disability plan
in which he is a participant.  









	6.Termination Obligations



	Return of Company's Property:  Employee hereby acknowledges
and agrees that all personal property, including, without limitation, all books,
manuals, records, reports, notes, contracts, lists, blueprints, and other
documents, or materials, or copies thereof, and equipment furnished to or
prepared by Employee in the course of or incident to Employee's employment,
belong to Company and shall be promptly returned to Company upon termination of
Employee's employment.  

	Cooperation in Pending Work:  Following any termination of
Employee's employment, Employee shall fully cooperate with Company in all
matters relating to the winding up of pending work on behalf of Company and the
orderly transfer of work to other employees of Company.  Employee shall also
cooperate in the defense of any action brought by any third party against
Company that relates in any way to Employee's acts or omissions while employed
by Company.


	7.Notices


All notices or other communications required or permitted hereunder shall
be made in writing and shall be deemed to have been duly given if delivered by
hand or mailed, postage prepaid, by certified or registered mail, return receipt
requested, and addressed to Company:

JDS Uniphase Corporation

    000 Xxxxxxxxx Xxxxxxx

    Xxx Xxxx, Xxxxxxxxxx  00000

and to Employee at:

[Employee's Home Address]

   _____________________________

   _____________________________
 


Employee and the Company shall be obligated to notify the other party of any
change in address.  Notice of change of address shall be effective only when
made in accordance with this Section.




	8. Entire Agreement

Subject to the last sentence of this paragraph, the terms of this
Agreement are intended by the parties to be the final and exclusive expression
of their agreement with respect to the employment of Employee by Company and may
not be contradicted by evidence of any prior or contemporaneous statements or
agreements.  Subject to the last sentence of this paragraph, the parties further
intend that this Agreement shall constitute the complete and exclusive statement
of its terms and that no extrinsic evidence whatsoever may be introduced in any
judicial, administrative, or other legal proceeding involving this Agreement.
To the extent that the practices, policies, or procedures of Company, now or in
the future, apply to Employee and are inconsistent with the terms of this
Agreement, the provisions of this Agreement shall control.  Notwithstanding the
foregoing, nothing in this agreement shall limit or modify, in any manner, any
existing or future agreement between the Employee and the Company relating to
proprietary information, inventions, treatment of confidential information, non-
competition or employee benefits or incentive plans or any agreement between the
Company and Employee set forth in Exhibit A attached hereto.







	9. Amendments, Waivers


This Agreement may not be modified, amended, or terminated except by an
instrument in writing, signed by Employee and by a duly authorized
representative of Company other than Employee.  No failure to exercise and no
delay in exercising any right, remedy, or power under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, or power under this Agreement preclude any other or further
exercise thereof, or the exercise of any other right, remedy, or power provided
herein.  
Employee and the Company each specifically agree and acknowledge that they
each waive recourse to any remedies in tort, and further agree and acknowledge
their intent that all rights and liabilities pertaining to the cessation of the
employment relationship between them, where such cessation occurs on or before
the Expiration Date, be as set out in this Agreement (or in any subsequent
modification of this Agreement, provided that the modification is in writing and
signed by both parties).  




	10.Assignment; Successors and Assigns


Employee agrees that Employee will not assign, sell, transfer, delegate
or otherwise dispose of, whether voluntarily or involuntarily, or by operation
of law, any rights or obligations under this Agreement, nor shall Employee's
rights be subject to encumbrance or the claims of creditors.  Any purported
assignment, transfer, or delegation shall be null and void.  Nothing in this
Agreement shall prevent the consolidation of the Company with, or its merger
into, any other corporation, or the sale by the Company of all or substantially
all of its properties or assets, or the assignment by the Company of this
Agreement and the performance of its obligations hereunder to any successor in
interest.  Subject to the foregoing, this Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective heirs, legal
representatives, successors, and permitted assigns, and shall not benefit any
person or entity other than those enumerated above.



	11. Severability; Enforcement


If any provision of this Agreement, or the application thereof to any
person, place, or circumstance, shall be held by a court of competent
jurisdiction to be invalid, unenforceable, or void, the remainder of this
Agreement and such provisions as applied to other persons, places, and
circumstances shall remain in full force and effect.



	12. Governing Law


The validity, interpretation, enforceability, and performance of this
Agreement, other than Section 4, shall be governed by and construed in
accordance with the law of the State of California.



	13. Employee Acknowledgment


The parties acknowledge (a) that they have consulted with or have
had the opportunity to consult with independent counsel of their own choice
concerning this Agreement, and (b) that they have read and understand the
Agreement, are fully aware of its legal effect, and have entered into it freely
based on their own judgment and not on any representations or promises other
than those contained in this Agreement.



	14. Date of Agreement



The parties have duly executed this Agreement as of the date first
written above.  






Company

 



JDS UNIPHASE CORPORATION


	________________________________





	


Employee







 



By:	


	________________________________





Name:	


	________________________________





Its:	


	________________________________








EXHIBIT  A-1*
 
Employee Name:	Xxxx Xxxxxxx

Employee Position:	Vice President of Sales and Marketing

Base Salary:		$210,000

Target Bonus:		$94,500 (45%)

 
 
 
Bonus is contingent and based on such individual, division and company-wide
performance parameters as determined by the Company from time to time.

 
Severance Period:	2 years

Other Agreements:  	N/A







EXHIBIT  A-2*
 
Employee Name:	Xxxx Xxxxxxxxxx

Employee Position:	Senior Vice President and Chief  Technology Officer

Base Salary:		$200,000

Target Bonus:		$80,000 (40%)

 
 
 
Bonus is contingent and based on such individual, division and company-wide
performance parameters as determined by the Company from time to time.

 
Severance Period:	3 years

Other Agreements:  	N/A







EXHIBIT  A-3*
 
Employee Name:	Xxx Xxxxxx	

Employee Position:	Senior Vice President
			President, Semiconductor Group

Base Salary:		$250,000

Target Bonus:		$112,500 (45%)

 
 
Bonus is contingent and based on such individual, division and company-wide
performance parameters as determined by the Company from time to time.

 
Severance Period:	3 years

Other Agreements:  	N/A








EXHIBIT  A-4*
 
Employee Name:	Xxxxxxx Xxxxxx

Employee Position:	Senior Vice President, Chief Financial Officer

Base Salary:		$250,000

Target Bonus:		$112,500 (45%)

 
 
 
Bonus is contingent and based on such individual, division and company-wide
performance parameters as determined by the Company from time to time.

 
Severance Period:	3 years

Other Agreements:  	N/A







EXHIBIT  A-5*
 
Employee Name:	Xxxxx Xxxxxxxxx	

Employee Position:	Co-Chairman, Chief Executive Officer

Base Salary:		$400,000

Target Bonus:		$300,000 (75%)

 
 
 
Bonus is contingent and based on such individual, division and company-wide
performance parameters as determined by the Company from time to time.

 
Severance Period:	3 years

Other Agreements:  	N/A