Exhibit 10.18
CHANGE OF CONTROL AGREEMENT
This Agreement, dated as of August 4, 2004, is between JDS Uniphase Corporation, a Delaware corporation
(the “Company”) and Debora Cunningham Shoquist (“Employee”).
PREMISES
WHEREFORE,
1. Employee currently is employed by Company; and
2. Company and Employee wish to clarify their 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:
a. “Cause” shall mean:
(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 or misdemeanor which would have a material adverse effect on
the Company’s goodwill if Employee is retained as an employee of the Company; or
(iv) willful failure by Employee to comply with material policies and procedures of the Company
including but not limited to the JDS Uniphase Corporation Code of Business Conduct and Policy Regarding
Inside Information and Securities Transactions;
b. “Change of Control” shall mean the occurrence of one or more of the following with respect to the
Company:
(i) the acquisition by any person (or related group of persons), whether by tender or exchange offer
made directly the Company’s stockholders, open market purchases or any other transaction or series of
transactions, of Common Stock possessing
1
sufficient voting power in the aggregate to elect an absolute majority of the members of the