Exhibit 10.2
CONSULTING AGREEMENT
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From the date hereof and for one year, unless terminated sooner
pursuant to
subparagraph (i) (Consulting Period), I, Mohammad Ghorbanali, agree
to render to
Optical Communication Products, Inc. (Company) such consulting
services as the
Company may, from time to time, reasonably request. Such services
shall include,
without limitation, assistance in connection with the transition of
my former
duties and responsibilities to other individuals and providing
guidance,
insight, and interpretation regarding the financial history of the
Company.
(i) During the Consulting Period, I will be subject to all of
the policies, procedures and codes of ethics of the Company that
govern
Company employee behavior. However, I shall not be entitled to
any
Company benefits including, but not limited to, vacation, sick
leave,
retirement plan participation, etc., except compensation and
benefits
provided under certain provisions in my Employment Agreement with
the
Company dated November 1, 1999.
(ii) During the Consulting Period, in light of my knowledge of
the Company's confidential information and business plans and
participation in developing the Company's business relationships
and
goodwill, I shall not, directly or indirectly, as an employee,
officer,
agent, consultant, director, owner, partner, joint venturer,
shareholder, investor, or in any other capacity engage in, assist
or
advise, establish, or solicit or provide investment capital, labor,
or
services
for, any activity or business that is competitive with the
Company's actual or contemplated business.
(iii) The Company may terminate this consulting arrangement
only for my substantial non-performance. I understand that if
the
Company terminates the consulting arrangement for non-performance
it
will only owe me for consulting services rendered prior to the date
of
termination.
(iv) During the Consulting Period, I will be paid on or about
the fir
