This Agreement, dated as of May 23, 2005, is between JDS Uniphase Corporation, a Delaware corporation (the
“Company”) and John Peeler (“Employee”).
1. Employee will be employed by the Company following the consummation of the merger between the Company and
Acterna, Inc. (the “Merger”); and
2. Company and Employee wish to set forth the terms governing their employment relationship with a written Employment
Agreement upon the terms herein provided regarding Employee’s employment with Company.
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
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 sufficient voting power in the aggregate to elect an absolute majority of th