TRANSITIONAL CONSULTING AGREEMENT

This TRANSITIONAL CONSULTING AGREEMENT (“Agreement”) is entered into as of the Effective Date set forth above, by and between JDS Uniphase Corporation , a Delaware corporation, having a principal place of business at 430 North McCarthy Boulevard, Milpitas, California 95035, (the “Company” or “JDSU”) and Kevin Kennedy (referred to herein as “Consultant”).

1.   SCOPE OF SERVICES .

1.1   Duties .  Consultant shall perform the services (“Services”) as set forth in the statement of work (“SOW”) attached hereto as Exhibit A , in accordance with the statement of deliverables (“Deliverables”) and acceptance procedures set forth in each SOW, as each may be modified by the Company and Consultant from time to time. Each SOW shall be in substantially similar format to the SOW attached hereto as Exhibit A, and is subject to written mutual agreement between JDSU and Consultant.  No SOW will be binding upon either party unless signed by both parties.  A SOW may set forth requirements for a specific project, or may set forth a general description of the type of Services that Consultant will provide; however, each SOW will include a description of the Deliverables (as defined in each SOW) to be provided by Consultant to JDSU, the related Service fees, and the time frame within which the Services will be provided.  Any modifications to a SOW will be made only by written mutual agreement between JDSU and the Consultant. Consultant shall devote Consultant’s reasonable efforts to the performance of the Services.  Subject to compliance with the Deliverables, Consultant shall be free to set Consultant’s own hours and order of work.  Consultant will provide the Company with such status reports and will participate in such meetings as may be necessary to assure the timely and orderly completion of the Services.  However, Consultant shall retain the right to determine the manner and method in which the Services are performed.  When necessary, Consultant will provide his or her own tools, equipment, and supplies for purposes of performing services.

1.2   Performance .  Services shall be at the Company or other premises as necessary.  Consultant agrees, while working on the premises of the Company to observe the rules and policies of the Company relating to: (i) security of, access to and use of the Company’s premises or any of its properties, including proprietary or Confidential Information (as that term is defined below); (ii) health and safety; and (iii) equal employment opportunity and unlawful harassment.  Consultant agrees to perform the Services in a professional manner, and represents and warrants that performance of the Services by Consultant will not violate any obligations owed to third parties.

1.3   Employees, Consultants and Third Parties .  Except as agreed by the parties, Consultant will not use contractors or other third parties to perform the Services.  Consultant will defend, indemnify and hold the Company harmless from any failure to comply with the foregoing or any damage, loss or expense resulting from any determination that Consultant or his employees or contractors are employees of the Company and from any claims or damages arising out of any injury, disability or death of any of Consultant’s employees or agents.  In all events, Consultant shall remain primarily liable for the performance of Services under this Agreement.

1.4   Other Contracting Engagements .  Consultant shall be permitted to accept other contracting or consulting assignments and employment with third parties so long as they do not interfere with or present a conflict of interest with Consultant’s obligations under this Agreement and Consultant’s independent duties and responsibilities as a member of the Company’s Board of Directors.  During the Term of this Agreement, Consultant shall not serve as a Consultant to any third party who is developing and manufacturing or intending to develop or manufacture a product or provides any services having the same functions or purposes of any of the products of Company without first the full knowledge and written consent of Company.  To this end, Consultant shall disclose to the Company all of Consultant’s current contracts and contracting parties that the Company may view as a potential conflict.  For clarity, the parties agree that Consultant’s employment by Avaya Inc., and its subsidiaries shall not constitute a breach of Consultant’s obligations under this Agreement.

1.5     Independent Mr. Kennedy .  The parties agree that Consultant is an independent contractor in the performance of the Services and is not an employee of the Company.  The Company shall take no deductions from any compensation paid to Consultant for taxes or related payroll deductions, and Consultant agrees to file all such forms and pay all such taxes as may be required by virtue of Consultant’s status as an independent contractor, and shall indemnify and hold the Company harmless from, any failure to do so.  Consultant agrees that Consultant is not eligible for or entitled to any benefits or incentives the Company provides to its employees such as, without limitation, health, disability or life insurance benefits, stock options, stock purchase plans, retirement plans or any other benefit or incentive except to the extent such entitlement arises solely as a result of Consultant’s separate service to the Company as a member of the Company’s Board of Directors.  Notwithstanding the foregoing, the Company may file a Form 1099, or such other forms as may be required by applicable law, with respect to any compensation paid Consultant.  Nothing herein or in the performance hereof shall imply a joint venture, partnership or principal and agent relationship between the parties.

2.   TERM AND TERMINATION .

2.1     Term .  The term of this Agreement shall commence on the effective date and shall terminate on December 31, 2009.

2.2      Termination for Convenience .   JDSU may terminate this Agreement (including any SOW hereunder or any license pursuant thereto) in whole or in part, for its convenience, at any time, without any liability as a consequence thereof except as provided in the attached SOW and for any other unpaid billing and accrued fees for actual services rendered by Consultant and accepted by JDSU and any written and pre-approved expenses actually incurred by Consultant as of the date of termination, upon giving written notice thereof to Consultant.  Either party may terminate this Agreement (including any SOW hereunder or any license pursuant thereto) upon material breach by the other party that has not been cured within thirty (30) business days.

2.3        Termination for Default .  JDSU by written notice, may terminate this Agreement (including any SOW hereunder or any license pursuant thereto) in whole or in part, based on a default by Consultant which has not been cured within ten (10) business days. Such default shall be based on the following: (1) if Consultant fails to materially comply with any of the terms and conditions of this Agreement (including all SOWs hereunder), and/or (2) if Consultant subject to any bankruptcy or insolvency proceeding under federal or state statute, or becomes subject to direct control by a trustee or similar authority.  Upon the occurrence of (1) or (2) above by Consultant, at its election, JDSU shall have the immediate right to do one or more of the following: (a) terminate this Agreement; (b) terminate any SOW hereunder or license to which the default relates; or (c) exercise any or all other rights or remedies provided in this Agreement and/or available at law or in equity consistent with this Agreement.  Consultant shall continue performance of all Services not terminated pursuant to this section.

2.4    Return of Materials; Cooperation .  Upon termination of this Agreement for any reason, Consultant shall promptly return to the Company (i) all records, materials, equipment, drawings and documents which are owned, leased or licensed by the Company; and (ii) any data documents, materials, or records of any nature pertaining to or incorporating proprietary or Confidential Information of the Company, including any copies thereof, regardless of when obtained by or made available to Consultant.  Notwithstanding the preceding sentence, Consultant may retain any and all materials necessary or appropriate for use as a member of the Company’s Board of Directors.  Additionally, Consultant shall prepare and submit such documentation as may be necessary to evidence the results of the Services and the progress of Consultant in the performance of the Services.

2.5    Survival .  The termination of this Agreement for any reason shall not terminate the obligations or liabilities of the parties under Sections 3 and 4 and the applicable portions of Section 5, below, and under this Section 2, each of which shall survive any such termination.

3.       COMPENSATION .

   3.1    Fees .  JDSU shall pay Consultant as compensation for the Services, the fees described in each SOW in accordance with the terms set forth therein.  Consultant shall bear all expenses incurred by  Consultant in connection with providing the Services, except for the following, which will be paid, upon written, pre-approval, by JDSU: (1) copying, research, postage and telephone and facsimile charges, where necessary to provide the Services, (2) reasonable travel, lodging and food expenses; (3) overnight courier and messenger service charges, and other related and ancillary expenses and costs incurred where necessary to provide the Services within the time frame requested by JDSU.

3.2      [Intentionally Deleted – Invoicing Provisions]

3.3      Disputes .  Upon receipt of notice from JDSU or the Agent that an invoice, in whole or in part, is being disputed by JDSU, Consultant shall provide JDSU with supporting documentation related to the disputed amounts.  Upon JDSU’s receipt of the documentation, Consultant agrees to immediately work with JDSU in good faith to resolve any disputes, and, upon resolution, JDSU shall promptly pay Consultant, or Agent (as applicable) the agreed-upon amounts (if any).  Consultant agrees that JDSU may withhold or deduct from any payment due hereunder any amount so required to be so withheld or deducted in order to comply with the law or an order or rules of any competent governmental authority.  Payment by JDSU shall be without prejudice to any claims or rights that JDSU may have against Consultant and shall not constitute any admission by JDSU as to the performance by Consultant of its obligations under this Agreement or a SOW.

4.            DISCLOSURE AND ASSIGNMENT OF WORK .

4.1       “Innovations,” “Company Innovations” and “Prior Innovations” Definitions .  “Innovations” means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress.  “Company Innovations” means Innovations that Consultant, solely or jointly with others, conceives, develops or reduces to practice related to any Service(s).  “Prior Innovations” means Innovations that Consultant, solely or jointly with others, conceived, developed or reduced to practice prior to the Effective Date, which are owned by Consultant or in which Consultant has an interest.

4.2        Disclosure and Assignment of Company Innovations and Prior Innovations .  Consultant agrees to maintain adequate and current records of all Company Innovations and Prior Innovations, which records shall be and remain the property of Company.  Consultant agrees to promptly disclose and describe to Company all Company Innovations and Prior Innovations.  Consultant hereby does and will assign to Company or Company’s designee all of Consultant’s right, title and interest in and to any and all Company Innovations, and all associated records.  To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by Consultant to Company, Consultant hereby grants to Company an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non-assignable rights, title and interest.  To the extent any of the rights, title and interest in and to the Company Innovations can neither be assigned nor licensed by Consultant to Company, Consultant hereby irrevocably waives and agrees never to assert such non-assignable and non-licensable rights, title and interest against Company or any of Company’s successors in interest.

4.3        Assistance .  Consultant agrees to perform, during and after the term of this Agreement, all acts that Company deems necessary or desirable to permit and assist Company, at its expense, in obtaining, perfecting and enforcing the full benefits, enjoyment, rights and ti