JDS UNIPHASE CORPORATION 2003 EQUITY INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT

Exhibit 10.29

JDS UNIPHASE CORPORATION 2003 EQUITY INCENTIVE PLAN

NOTICE OF PERFORMANCE UNIT AWARD

     You (the “Grantee”) have been granted a performance unit award (the “Award”), subject to the terms and conditions of this Notice of Performance Unit Award (the “Notice”), the JDS Uniphase Corporation 2003 Equity Incentive Plan, as amended from time to time (the “Plan”) and the Performance Unit Award Agreement (the “Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

     Total Number of Performance Units Awarded (the “Units”): __________

Vesting Schedule :

     Subject to the Grantee’s Continuous Active Service and other provisions and limitations set forth in this Notice, the Agreement and the Plan, the Units will “vest” in accordance with the following schedule:

All of the Units subject to the Award shall vest upon the [ fifth anniversary of the Vesting Commencement Date....etc] subject to earlier vesting as set forth in Section 3(b) of the Agreement.

     IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan, and the Agreement.

JDS Uniphase Corporation,
a Delaware corporation

By:

Title: Chief Executive Officer

     The Grantee acknowledges receipt of a copy of the Plan and the Agreement and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice, the Agreement and the Plan. The Grantee hereby agrees that all disputes arising out of or relating to this Notice, the Plan and the Agreement shall be resolved in accordance with Section 11 of the Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice.

     The Grantee further acknowledges that, to the extent the vesting of any Units occurs during a “blackout period” of the Company wherein certain Employees are precluded from selling Shares, the receipt of the corresponding Shares issuable pursuant to this Notice and the Agreement may be automatically deferred in accordance with Section 6(a) of the Agreement. The Grantee further acknowledges that the Grantee may voluntarily

1

elect to defer the receipt of Shares issuable pursuant to this Notice and Agreement in accordance with Section 6(b) of the Agreement.

2

Award Number: __________________

JDS UNIPHASE CORPORATION 2003 EQUITY INCENTIVE PLAN

PERFORMANCE UNIT AWARD AGREEMENT

     1.  Issuance of Units . JDS Uniphase Corporation, a Delaware corporation (the “Company”), hereby issues to the Grantee (the “Grantee”) named in the Notice of Performance Unit Award (the “Notice”), the Total Number of Performance Units Awarded set forth in the Notice (the “Units”), subject to the Notice, this Performance Unit Award Agreement (the “Agreement”) and the terms and provisions of the Company’s 2003 Equity Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

     2.  Transfer Restrictions . The Units may not be transferred in any manner other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Grantee may designate a beneficiary of the Units in the event of the Grantee’s death on the beneficiary designation form attached hereto as Exhibit A . The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and transferees of the Grantee.

     3.  Vesting .

          (a) For purposes of this Agreement and the Notice, the term “vest” shall mean, with respect to any Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in the entire Unit; and

          (b) Pursuant to the vesting schedule set forth in the Notice, and subject to the other limitations within the Notice, this Agreement and the Plan, all Units subject to this Award shall vest on the [ first (1 ^st ) anniversary of the Vesting Commencement Date...etc. ] in the event that the [ Company ][ Grantee ] achieves each and every of the following performance metrics (the “Metrics”):

          1.

          2.

          3.

          4.

          5.

     [For purposes of Metrics ___through ___, inclusive, all financial results shall be as reported, and achievement will be measured, by the Company following the close of the indicated fiscal period(s) upon the filing of the Company’s 10-Q or 10-K, as applicable, with the Securities and Exchange Commission.]

1

     In the event of any dispute as to whether any one or more of the Metrics has been achieved, such dispute shall be resolved by the Company’s Chief Executive Officer in his sole discretion, subject to review only by the Compensation Committee of the Board of Directors.

     4.  Termination of Continuous Active Service . Except in the event of the Grantee’s change in status from an Employee to a Consultant, in which case vesting of the Units shall continue only to the extent determined by the Administrator, vesting of the Units shall cease upon the date of termination of the Grantee’s Continuous Active Service for any reason, including death or Disability. In the event the Grantee’s Continuous Active Service is terminated for any reason, including death or Disability, any unvested Units held by the Grantee immediately following such termination of Continuous Active Service shall be deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of the unvested Units and shall have all rights and interest in or related thereto without further action by the Grantee.

     5.  Conversion of Units and Issuance of Shares . Subject to any deferral under Section 6 of this Agreement, upon each vesting date, one share of Common Stock shall be issuable for each Unit that vests on such date (the “Shares”), subject to the terms and provisions of the Plan and this Agreement. Thereafter, the Company will transfer such Shares to the Grantee upon satisfaction of any required tax or other withholding obligations. Any fractional Unit remaining after the Award is fully vested shall be discarded and shall not be converted into a fractional Share.

     6.  Deferral of Receipt of Shares .

          (a) Automatic Deferral Due to Blackout Period . Subject to Section 8 of this Agreement, to the extent the vesting of any Units occurs during a “blackout period” of the Company wherein certain Employees are precluded from selling Shares, the receipt of the corresponding Shares issuable pursuant to this Agreement shall be deferred, provided, however, that the receipt of such Shares shall not be deferred if such Shares are specifically covered by a Rule 10b5-1 trading plan of the Grantee which causes such Shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any Shares is deferred due to the existence of a regularly scheduled blackout period, such Shares shall be issued to the Grantee on the first day following the termination of such regularly scheduled blackout period. In the event the receipt of any Shares is deferred due to the existence of a special blackout period, such Shares shall be issued to the Grantee on the first day following the termination of such special blackout period as determined by the Company’s General Counsel. Notwithstanding the foregoing, deferred Shares shall be issued promptly to the Grantee prior to the termination of the blackout period in the event the Grantee ceases to be subject to the blackout period. The Grantee hereby represents that he or she understands the effect of any such deferral under relevant federal, state and local tax laws.

          (b) Voluntary Deferral by the Grantee . Subject to Section 8 of this Agreement, the Grantee may elect to defer the receipt of any Shares issuable pursuant to this Agreement by submitting to the Company an election to defer such receipt in the form attached hereto as Exhibit B. In the event the Grantee intends to defer the receipt of any Shares, the

2

Grantee shall submit to the Administrator a proposed deferral election form at least two weeks in advance of the date of the proposed election to defer. The Administrator shall determine whether the proposed election to defer will be effective for tax purposes and under Applicable Law. In the event the Administrator determines that the proposed election to defer will be effective for tax purposes and under Applicable Law, the proposed election will become effective upon the Administrator’s acceptance of the election with such changes to the election as the Administrator deems necessary or appropriate. To the extent the receipt of any deferred Shares occurs during a blackout period, the receipt of the deferred Shares shall be further deferred, provided, however, that the receipt of such Shares shall not be further deferred if such Shares are specifically covered by a Rule 10b5-1 trading plan of the Grantee which causes such Shares to be exempt from any applicable blackout period then in effect. In the event the receipt of any Shares is further deferred due to the existence of a regularly scheduled blackout period, such Shares shall be issued to the Grantee on the first day follow