JDS UNIPHASE CORPORATION
1998 EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED ON NOVEMBER 9, 2001
AS AMENDED AND RESTATED ON JULY 31, 2002
The JDS Uniphase Corporation 1998 EMPLOYEE STOCK PURCHASE PLAN (the "Plan") is intended to
provide eligible employees of the Company and one or more of its Corporate Affiliates with the opportunity to
acquire a proprietary interest in the Company through participation in a plan designed to qualify as an employee
stock purchase plan under Section 423 of the Internal Revenue Code (the "Code").
For purposes of administration of the Plan, the following terms shall have the meanings indicated:
Compensation means the (i) regular base salary paid to a Participant by one or more Participating Companies
during such individual's period of participation in the Plan, plus (ii) any amounts contributed by the Corporation or
any Corporate Affiliate pursuant to a salary reduction agreement which are not includible in the gross income of
the Participant by reason of Code Sections 402(e)(3) or 125, plus (iii) all of the following amounts to the extent
paid in cash: overtime payments, bonuses, commissions, profit-sharing distributions and other incentive-type
payments. However, Eligible Earnings shall not include any contributions (other than those excludible from the
Participant's gross income under Code Sections 402(e)(3) or 125) made on the Participant's behalf by the
Corporation or any Corporate Affiliate to any deferred compensation plan or welfare benefit program now or
Board means the Board of Directors of the Company.
Company means JDS Uniphase Corporation, a Delaware corporation, and any corporate successor to all or
substantially all of the assets or voting stock of JDS Uniphase Corporation, which shall by appropriate action
adopt the Plan.
Corporate Affiliate means any company which is either the parent corporation or a subsidiary corporation of the
Company (as determined in accordance with Se