0000808326-08-000057 Sample Contracts

EMCORE CORPORATION INCENTIVE STOCK OPTION AWARD AGREEMENT
Incentive Stock Option Award Agreement • November 19th, 2008 • Emcore Corp • Semiconductors & related devices • New Jersey

This Incentive Stock Option Award Agreement (this “Agreement”), dated «GrantDate», is made between EMCORE Corporation (the “Company”) and «FirstName» «LastName» (the “Optionee”). All capitalized terms used herein that are not defined herein shall have the respective meanings given to such terms in the EMCORE Corporation 2000 Stock Option Plan (the “Plan”).

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EMCORE CORPORATION OFFER TO AMEND ELIGIBLE OPTIONS NOVEMBER 19, 2008 THIS OFFER EXPIRES AT 11:59 P.M., MOUNTAIN TIME, ON DECEMBER 17, 2008, UNLESS THIS OFFER IS EXTENDED
Offer to Amend Eligible Options • November 19th, 2008 • Emcore Corp • Semiconductors & related devices

This Offer is a voluntary opportunity for Eligible Optionees to elect to have Eligible Options amended to increase their exercise price and receive the Cash Payment with respect to those Eligible Options.

STOCK OPTION AMENDMENT AND CASH PAYMENT AGREEMENT
Stock Option Amendment and Cash Payment Agreement • November 19th, 2008 • Emcore Corp • Semiconductors & related devices

THIS AGREEMENT made between EMCORE Corporation (the “Company”) and you (the “Optionee”) shall be effective on the date of the Company’s acceptance of your intended options for amendment pursuant to the Offer to Amend Eligible Options (the “Offer”) and will constitute a binding agreement between the Company and you upon the terms and subject to the conditions of the Offer.

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