JDS UNIPHASE CORPORATION
AMENDED AND RESTATED
1993 FLEXIBLE STOCK INCENTIVE PLAN
(Amended and Restated as of November 9, 2001)
1. Establishment, Purpose, and Definitions.
(a) There is hereby adopted the 1993 Flexible Stock Incentive Plan (the "Plan") of JDS Uniphase Corporation
(b) The purpose of the Plan is to provide a means whereby eligible individuals (as defined in Section 4 below)
can acquire shares of the Company's Common Stock, $0.001 par value per share (the "Stock"). The Plan
provides employees (including officers and directors who are employees) of the Company and of its Affiliates (as
defined below) an opportunity to purchase shares of Stock pursuant to options which may qualify as incentive
stock options (referred to as "incentive stock options") under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), and employees, officers, directors, independent contractors, and consultants of the
Company and its Affiliates an opportunity to purchase shares of Stock pursuant to options which are not
described in Sections 422 or 423 of the Code (referred to as "nonqualified stock options").
(c) The term "Affiliates" as used in the Plan means parent or subsidiary corporations, as defined in Sections 424
(e) and (f) of the Code (but substituting "the Company" for "employer corporation"), including parents or
subsidiaries which become such after adoption of the Plan.
2. Administration of the Plan.
(a) The Plan shall be administered by the Board of Directors of the Company (the "Board"). The Board may
delegate the responsibility for administering the Plan to a committee, under such terms and conditions as the
Board shall determine (the "Committee"), which Committee shall be constituted in such a manner as to satisfy all
applicable laws pertaining to the administration of stock incentive plans under relevant provisions of federal
securities laws, state corporate and securities laws, the Code, the rules of any relevant stock exchange