[LOGO - EXFO]
This Employment Agreement (the "Agreement") dated as of September 1, 2002, is entered into by and between
EXFO Electro-Optical Engineering Inc., a corporation having its principal place of business at 465 Godin
Avenue, Vanier, Quebec, G1M 3G7, Canada (the "Corporation") and Pierre Plamondon (the "Employee").
TERMS OF AGREEMENT
In consideration of this Agreement and the continued employment of the Employee by the Corporation, the
parties agree as follows:
The Corporation hereby agrees to continue to employ Employee, on a full-time basis commencing on or about
September 1, 2002 to continue acting as Vice-President, Finance and Chief Financial Officer of the Corporation
and to perform such acts and duties and furnish such services to the Corporation in connection with and related
to that position as is customary for persons with similar positions in like companies. Employee hereby accepts
said employment. Employee shall use his best and most diligent efforts to promote the interests of the
Corporation; shall discharge his duties in a highly competent manner; and shall devote his full business time and
his best business judgement, skill and knowledge to the performance of his duties and responsibilities hereunder.
This Agreement shall not be interpreted to prohibit Employee from making passive personal investments or
conducting private business affairs if such activities do not interfere with the services required under this
Agreement. Employee shall continue to report to the President and Chief Executive Officer of the Corporation.
2. COMPENSATION AND BENEFITS
During the term of this Agreement, the Corporation shall pay Employee the remuneration indicated in Schedule
2.2 DISCRETIONARY BONUS
During the term of this Agreement, the Employee may participate in such bonus plan or plans of the Corporation
as the Board of Directors or its Human Resources Committee may approve for the Employe