2004 STOCK INCENTIVE PLAN
The purpose of this 2004 Stock Incentive Plan (the "Plan") of Bookham, Inc. a Delaware corporation (the
"Company"), is to advance the interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who are expected to make important contributions to the Company and by
providing such persons with equity ownership opportunities and performance-based incentives that are intended
to align their interests with those of the Company's stockholders. Except where the context otherwise requires,
the term "Company" shall include any of the Bookham, Inc's present or future parent or subsidiary corporations
as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the "Code") and any other business venture (including, without limitation, joint venture or
limited liability company) in which Bookham, Inc. has a controlling interest, as determined by the Board of
Directors of the Company (the "Board").
All of the Company's employees, officers, directors, consultants and advisors are eligible to receive options,
stock appreciation rights, restricted stock and other stock-based awards (each, an "Award") under the Plan.
Each person who receives an Award under the Plan is deemed a "Participant".
3. ADMINISTRATION AND DELEGATION
(a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered by the Board. The
Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines
and practices relating to the Plan as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem
expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by
the Board shall be made in the Board's sole d