0001193125-15-281219 Sample Contracts

EMPLOYEE MATTERS AGREEMENT BY AND AMONG JDS UNIPHASE CORPORATION, LUMENTUM HOLDINGS INC., AND LUMENTUM OPERATIONS LLC. JULY 31, 2015
Employee Matters Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of July 31, 2015 (the “Effective Date”), is by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (“JDSU”), Lumentum Holdings Inc., a Delaware corporation (“Holdings”), and Lumentum Operations LLC, a Delaware corporation (“Lumentum”). Certain terms used in this Agreement are defined in Section 1.1.

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CONTRIBUTION AGREEMENT BY AND BETWEEN JDS UNIPHASE CORPORATION AND LUMENTUM OPERATIONS LLC JULY 31, 2015
Contribution Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware

This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 31, 2015 (the “Contribution Date”), is by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (“JDSU”), and Lumentum Operations LLC, a Delaware limited liability company (“Lumentum”). Certain terms used in this Agreement are defined in Section 1.1.

INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN JDS UNIPHASE CORPORATION AND LUMENTUM OPERATIONS LLC JULY 31, 2015
Intellectual Property Matters Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of July 31, 2015 (“Effective Date” or “Contribution Date”), is by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (“JDSU”), and Lumentum Operations LLC, a Delaware limited liability company (“Lumentum”). Certain terms used in this Agreement are defined in Section 1.1.

TAX MATTERS AGREEMENT BY AND BETWEEN JDS UNIPHASE CORPORATION AND LUMENTUM HOLDINGS INC. JULY 31, 2015
Tax Matters Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware

This Tax Matters Agreement (this “Agreement”) dated as of July 31, 2015, is by and between: JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (“JDSU”), and Lumentum Holdings Inc., a Delaware corporation, (“Holdings”). Certain terms used in this Agreement are defined in Section 1.1.

STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN JDS UNIPHASE CORPORATION AND LUMENTUM HOLDINGS INC. DATED AS OF JULY 31, 2015
Stockholder’s and Registration Rights Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware

This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 31, 2015 by and between JDS Uniphase Corporation, a Delaware corporation (“JDSU”), and Lumentum Holdings Inc., a Delaware corporation and wholly owned subsidiary of JDSU (“Lumentum”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.

SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG JDS UNIPHASE CORPORATION, LUMENTUM HOLDINGS INC. AND LUMENTUM OPERATIONS LLC July 31, 2015
Separation and Distribution Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 31, 2015 (the “Effective Date”), is by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (“JDSU”), Lumentum Holdings Inc., a Delaware corporation (“Holdings”) and Lumentum Operations LLC, a Delaware limited liability company (“Lumentum”) (this “Agreement”). Certain terms used in this Agreement are defined in Section 1.1.

MEMBERSHIP INTEREST TRANSFER AGREEMENT
Membership Interest Transfer Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware

This MEMBERSHIP INTEREST TRANSFER AGREEMENT (“Agreement”) is made effective as of July 31, 2015 (the “Effective Date”) by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (the “Transferor”) and Lumentum Inc., a Delaware corporation (the “Transferee”).

LUMENTUM HOLDINGS INC. EMPLOYMENT AGREEMENT
Employment Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • California

This employment agreement (the “Agreement”) is entered into by and among Lumentum Holdings Inc. (the “Company”), Lumentum Operations, LLC (the “Employer”), and Alan Lowe (“Executive”) to be effective as of the effective date of the Separation and Distribution Agreement by and between JDS Uniphase Corporation, Lumentum Holdings Inc. and Lumentum Operations, LLC (the “Effective Date”).

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