0001104659-05-005265 Sample Contracts

RESTRUCTURING AGREEMENT
Restructuring Agreement • February 10th, 2005 • Bookham, Inc. • Semiconductors & related devices • New York

This Restructuring Agreement (the “Agreement”) is entered into as of December 2, 2004, among Bookham Technology plc, a public limited company incorporated under the laws of England and Wales (“Bookham plc”), Bookham, Inc., a Delaware corporation (“Bookham, Inc.” and, together with Bookham plc and its other subsidiaries whose names appear on the signature pages hereto, the “Bookham Parties”), Nortel Networks UK Limited (“NNUKL”) and Nortel Networks Corporation (“Nortel Networks”).

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