AGREEMENT AND RELEASE

EXHIBIT 10.2

AGREEMENT AND RELEASE

Agreement and Release (“Agreement”) executed this 19^th day of December, 2006, by and between Scott Massie (“Employee”) who resides at 9105 Avenida DeLa Luna, Albuquerque, New Mexico and Emcore Corporation (“Emcore”).

1. Employee’s employment is terminated effective December 29, 2006.

2.    (a) As soon as administratively practicable following June 29, 2006, Emcore shall pay to Employee 62 weeks of his or her salary in a lump-sum payment (“Severance”). The total Severance, which will be paid to Employee, is equal to $310,000, less applicable withholdings and deductions.

 (b) In accordance with the Company’s health plans, Employee will be eligible to exercise his or her rights to COBRA health insurance coverage for Employee, and, where applicable, Employee’s spouse and eligible dependents, at Employee’s expense (subject to the foregoing), upon termination of the Employee’s employment. To the extent Employee elects COBRA continuation coverage, the Company shall continue to pay the portion of the COBRA premiums up to a maximum of 62 weeks that the Company would have otherwise paid assuming Employee was an active employee during such time. Up until the Severance payment is made, the Company will pay Employee’s portion of the COBRA premiums, which total amount of premiums shall then be deducted from the Severance payment. After the Severance payment is made, Employee shall be responsible for directly paying Employee’s portion of COBRA premiums. Nothing herein shall be construed as extending or delaying the start date of the COBRA coverage period for Employee.

All voluntary payroll deductions, including but not limited to 401(k), ESPP and term life, will cease effective the date of termination.

(c) If Employee is rehired by Emcore during the Severance period, Emcore shall no longer be obligated to make any severance payment under paragraph 2(a) above that would otherwise be due and owing after the effective date of employee's rehiring. Employee acknowledges and agrees that the cessation of severance payments under this provision shall not affect the validity or enforceability of paragraph 5 of this agreement."

3. Employee agrees and acknowledges that the payments and benefits provided for in paragraph “2” exceed any benefits to which he or she would otherwise be entitled under any policy, plan, and/or procedure of Emcore or any agreement with Emcore. Employee agrees and acknowledges that the payment of Severance (or any other payments hereunder) shall not be construed as a guarantee of any particular tax treatment for such payment.

4. Employee shall have twenty-one (21) days from the date of his or her receipt of this Agreement to consider the terms and conditions of the Agreement. Employee may accept this Agreement by signing and returning it to Ms. Monica Van Berkel, Vice President, Human Resources, Emcore Corporation, or her successor to 2015 W. Chestnut Street, Alhambra, CA 91803, no later than 5:00 p.m. on the twenty-first (21st) day after Employee’s receipt of this Agreement (“Agreement and Release Return Date”). Thereafter, Employee will have seven (7) days to revoke this Agreement by stating his or her desire to do so in writing to Ms. Van Berkel or her successor at the address listed above, and delivering it to Ms. Van Berkel or successor no later than 5:00 p.m. on the seventh (7th) day following the date Employee signs this Agreement. The effective date of this Agreement shall be the (8th) day following Employee’s signing of this Agreement (the “Release Effective Date”), provided the Employee does not revoke the Agreement during the revocation period. In the event Employee does not accept this Agreement as set forth above, or in the event Employee revokes this Agreement during the revocation period, this Agreement, including but not limited to the obligation of Emcore and its subsidiaries and affiliates to provide the payments and benefits referred to in paragraph “2” above, shall automatically be deemed null and void.

5.