Employee Stock Purchase Plan – JDS Uniphase Corp.

JDS UNIPHASE CORPORATION

1998 EMPLOYEE STOCK PURCHASE PLAN
As Amended and Restated on June 24, 2009

I. PURPOSE

The JDS Uniphase Corporation 1998 EMPLOYEE STOCK PURCHASE PLAN (the “Plan”)
is intended to provide eligible employees of the Company and one or more of its
Corporate Affiliates with the opportunity to acquire a proprietary interest in
the Company through participation in a plan designed to qualify as an employee
stock purchase plan under Section 423 of the Internal Revenue Code (the “Code”).
The Plan was originally amended on November 9, 2001 and subsequently amended and
restated on July 31, 2002, November 10, 2005 and November 16, 2007. This
amendment and restatement of the Plan was made on June 24, 2009 and shall be
effective for offerings made under the Plan commencing on or after August 1,
2009.

II. DEFINITIONS

For purposes of administration of the Plan, the following terms shall have
the meanings indicated:

Compensation means the (i) regular base salary paid to a Participant
by one or more Participating Companies during such individual153s period of
participation in the Plan, plus (ii) any amounts contributed by the Corporation
or any Corporate Affiliate pursuant to a salary reduction agreement which are
not includible in the gross income of the Participant by reason of Code Sections
402(e)(3) or 125, plus (iii) all of the following amounts to the extent paid in
cash: overtime payments, bonuses, commissions, profit-sharing distributions and
other incentive-type payments. However, Eligible Earnings shall not include any
contributions (other than those excludible from the Participant153s gross income
under Code Sections 402(e)(3) or 125) made on the Participant153s behalf by the
Corporation or any Corporate Affiliate to any deferred compensation plan or
welfare benefit program now or hereafter established.

Board means the Board of Directors of the Company.

Company means JDS Uniphase Corporation, a Delaware corporation, and
any corporate successor to all or substantially all of the assets or voting
stock of JDS Uniphase Corporation, which shall by appropriate action adopt the
Plan.

Corporate Affiliate means any company which is either the parent
corporation or a subsidiary corporation of the Company (as determined in
accordance with Section 424 of the Code), including any parent or subsidiary
corporation which becomes such after the Effective Date.

Effective Date means August 1, 1998. However, should any Corporate
Affiliate become a Participating Company in the Plan after such applicable date,
then such entity shall have a designated separate Effective Date with respect to
its employee-Participants.

Employee means any person who is regularly engaged, for a period of
more than 20 hours per week and more than 5 months per calendar year, in the
rendition of personal services to the Company or any other Participating Company
for earnings considered wages under Section 3121(a) of the Code. For purposes of
the Plan, a person153s employment with the Company or a Participating Company
terminates and the person ceases to be an Employee on the date on which such
person ceases to provide continuous active service to the Company or
Participating Company. In jurisdictions requiring notice in advance of an
effective termination of an employee153s employment, an employee153s continuous
active service shall be deemed terminated upon the actual cessation of the
active performance of duties or responsibilities in providing services to the
Company or a Participating Company, notwithstanding any required notice period
that must be fulfilled or pay in lieu of notice or severance pay that must be
provided before a termination as an employee can otherwise become effective
under applicable laws, regardless of whether such notice has been fulfilled or
pay in lieu of notice or severance pay has been provided. Further, and
notwithstanding anything else in the Plan, a person153s employment with the
Company or a Participating Company terminates and the person

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ceases to be an Employee on the date that he or she is notified that his or
her employment is terminated for cause or for just cause. The terms “termination
of employment” or “cessation of Employee status” or similar terms have meaning
corresponding to this definition of “Employee.”

Participant means any Employee of a Participating Company who is
actively participating in the Plan.

Participating Company means the Company and such Corporate Affiliate
or Affiliates as may be designated from time to time by the Board.

Plan Administrator means either the Board or a Committee of the Board
that is responsible for administration of the Plan.

Purchase Period means, effective February 1, 2006 and thereafter, each
six-month period commencing on (1) any February 1 and ending on the subsequent
July 31, or (2) commencing on August 1 and ending on the subsequent January 31.

Stock means shares of the common stock of the Company.

III. ADMINISTRATION

(a) The Plan shall be administered by the Plan Administrator which shall have
full and exclusive discretionary authority to construe, interpret and apply the
terms of the Plan, to determine eligibility and to adjudicate all disputed
claims filed under the Plan. Every finding, decision and determination made by
the Plan Administrator shall, to the full extent permitted by applicable law, be
final and binding upon all persons.

(b) No member of the Committee while serving as such shall be eligible to
participate in the Plan.

IV. PURCHASE PERIODS

(a) Stock shall be offered for purchase under the Plan through a series of
successive six-month Purchase Periods until such time as (i) the maximum number
of shares of Stock available for issuance under the Plan shall have been
purchased or (ii) the Plan shall have been sooner terminated, discontinued, or
suspended in accordance with Article X or Article XI. Two (2) separate Purchase
Periods shall commence in each calendar year during which the Plan remains in
existence.

(b) The Participant shall be granted a separate purchase right for each
Purchase Period in which he/she participates. The purchase right shall be
granted on the first day of the Purchase Period and shall be automatically
exercised on the last day of such Purchase Period provided such purchase right
remains outstanding on such date.

(c) The acquisition of Stock through participation in the Plan for any
Purchase Period shall neither limit nor require the acquisition of Stock by the
Participant in any subsequent Purchase Period, subject to the limitations of
Sections V, VII, and VIII hereof.

(d) Under no circumstances shall any purchase rights granted under the Plan
be exercised, nor shall any shares of Stock be issued hereunder, until such time
as (i) the Plan shall have been approved by the Company153s stockholders and (ii)
the Company shall have complied with all applicable requirements of the
Securities Act of 1933 (as amended), all applicable listing requirements of any
securities exchange on which the Stock is listed and all other applicable
requirements established by law or regulation.

V. ELIGIBILITY AND PARTICIPATION

(a) Every Employee of a Participating Company shall be eligible to
participate in the Plan on the first day of the first Purchase Period following
the Employee153s commencement of service with the Company or any Corporate
Affiliate, but in no event shall participation commence prior to the Effective
Date.

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(b) In order to participate in the Plan for a particular Purchase Period, the
Employee must complete the enrollment forms prescribed by the Plan Administrator
(including a purchase agreement and a payroll deduction authorization) and file
such forms with the Plan Administrator (or its designate) prior to the
commencement date of the Purchase Period.

(c) The payroll deduction authorized by a Participant for purposes of
acquiring Stock under the Plan may be any multiple of 1% of Compensation paid to
the Participant during the relevant Purchase Period, up to a maximum of 10%. The
deduction rate so authorized shall continue in effect for the entire Purchase
Period unless the Participant shall, prior to the end of the Purchase Period for
which the purchase right is in effect, reduce the rate by filing the appropriate
form with the Plan Administrator (or its designate). The reduced rate shall
become effective as soon as practicable following the filing of such form. Each
Participant shall be permitted such a rate reduction only one (1) time in each
Purchase Period. The reduced rate shall continue in effect for the entire
Purchase Period and for each subsequent Purchase Period, unless the Participant
shall, prior to the commencement of any subsequent Purchase Period, designate a
different rate (up to the 10% maximum) by filing the appropriate form with the
Plan Administrator (or its designate). The new rate shall become effective for
the first Purchase Period commencing after the filing of such form. Payroll
deductions, however, will automatically cease upon the termination of the
Participant153s purchase right in accordance with Section VII(d) or (e) below.

(d) With respect to Participants who are not United States residents, the
amount deducted for each such Participant shall be deducted from the
Participant153s salary in the currency in which such Participant is compensated
and shall be converted to United States dollars by using the United States
buying rate as reported by Bloomberg for the purchase of United States dollars
with such currency on the day Stock is purchased for the Participant153s account.

VI. STOCK SUBJECT TO PLAN

(a) The Stock purchasable by Participants under the Plan shall, solely in the
Board153s discretion, be made available from either authorized but unissued Stock
or from reacquired Stock, including shares of Stock purchased on the open
market. The total number of shares of Stock which may be issued under the Plan
shall not exceed Fifty Million (50,000,000) shares (subject to adjustment under
Section VI(b)). With respect to any amendment to increase the total number of
shares of Stock under the Plan, the Plan Administrator shall have discretion to
disallow the purchase of any increased shares of Stock for the Purchase Period
in existence at the time of such increase. If the Plan Administrator determines
that on a given purchase date the number of shares with respect to which
purchase rights are to be exercised may exceed the number of shares then
available for sale under the Plan, the Plan Administrator may make a pro-rata
allocation of the shares remaining available for purchase on such purchase date
in as uniform a manner as shall be practicable and as it shall determine to be
equitable and continue such Purchase Period. Any amount remaining in a
Participant153s payroll account following such pro-rata allocation shall be
promptly refunded to the Participant and shall not be carried over to any future
Purchase Period.

(b) In the event any change is made to the Stock purchasable under the Plan
by reason of any recapitalization, stock dividend, stock split, combination of
shares or other change affecting the outstanding common stock of the Company as
a class without receipt of consideration, then appropriate adjustments shall be
made by the Plan Administrator to the class and maximum number of shares
purchasable under the Plan, the class and maximum number of shares purchasable
per Participant under any purchase right outstanding at the time or purchasable
per Participant over the term of the Plan, and the class and number of shares
and the price per share of the Stock subject to outstanding purchase rights held
by Participants under the Plan.

VII. PURCHASE RIGHTS

An Employee who participates in the Plan for a particular Purchase Period
shall have the right to purchase Stock on the purchase date for such Purchase
Period upon the terms and conditions set forth below and shall execute a
purchase agreement embodying such terms and conditions and such other provisions
(not inconsistent with the Plan) as the Plan Administrator may deem advisable.

(a) Purchase Price. The purchase price per share shall be the
lesser of (i) 95% of the fair market value of a share of Stock on the
date on which the purchase right is granted or (ii) 95% of the fair market value
of a share of

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Stock on the date the purchase right is exercised. For purposes of
determining such fair market value (and for all other valuation purposes under
the Plan), the fair market value per share of Stock on any date shall be the
closing selling price per share (or the closing bid, if no sales are reported on
such date), as officially quoted on any established stock exchange or a national
market system, including without limitation The Nasdaq National Market or The
Nasdaq SmallCap Market of The Nasdaq Stock Market, on the date of determination
(or, if no closing selling price or closing bid was reported on that date, as
applicable, on the last trading date such closing selling price or closing bid
was reported), as reported in The Wall Street Journal or such other source as
the Plan Administrator deems reliable;

(b) Number of Purchasable Shares. The number of shares purchasable by
a Participant on a purchase date for a Purchase Period shall be the number of
whole shares obtained by dividing the amount collected from the Participant
through payroll deductions during the Purchase Period, together with any amount
carried over from the prior Purchase Period pursuant to the provisions of
Section VII(f), by the purchase price in effect for such purchase date. However,
the maximum number of shares purchasable by the Participant pursuant to any one
outstanding purchase right shall not exceed 4,000 shares (subject to adjustment
under Section VI(b)).

Under no circumstances shall purchase rights be granted under the Plan to any
Employee if such Employee would, immediately after the grant, own (within the
meaning of Section 424(d) of the Code), or hold outstanding options or other
rights to purchase, stock possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company or any of its Corporate
Affiliates.

(c) Payment. Payment for Stock purchased under the Plan shall be
effected by means of the Participant153s authorized payroll deductions. Such
deductions shall begin on the first pay day coincident with or immediately
following the commencement date of the relevant Purchase Period and shall
terminate with the pay day ending with or immediately prior to the last day of
the Purchase Period. The amounts so collected shall be credited to the
Participant153s individual account under the Plan, but no interest shall be paid
on the balance from time to time outstanding in the account. The amounts
collected from a Participant may be commingled with the general assets of the
Company and may be used for general corporate purposes.

(d) Termination of Purchase Rights.

(i) A Participant may, prior to any purchase date, terminate his/her
outstanding purchase right under the Plan by filing the prescribed notification
form with the Plan Administrator (or its designate). The Company will then
refund the payroll deductions which the Participant made with respect to the
terminated purchase right, and no further amounts will be collected from the
Participant with respect to such terminated right.

(ii) The termination shall be irrevocable with respect to the particular
Purchase Period to which it pertains and shall also require the Participant to
re-enroll in the Plan (by making a timely filing of a new purchase agreement and
payroll deduction authorization) if the Participant wishes to resume
participation in a subsequent Purchase Period.

(e) Termination of Employment. If a Participant ceases Employee status
during any Purchase Period, then the Participant153s outstanding purchase right
under the Plan shall immediately terminate and all sums previously collected
from the Participant and not previously applied to the purchase of stock during
such Purchase Period shall be promptly refunded. However, should the Participant
die or become permanently disabled while in Employee status, then the
Participant or the person or persons to whom the rights of the deceased
Participant under the Plan are transferred by will or by the laws of descent and
distribution (the “successor”) will have the election, exercisable at any time
prior to the purchase date for the Purchase Period in which the Participant dies
or becomes permanently disabled, to (i) withdraw all of the funds in the
Participant153s payroll account at the time of his/her cessation of Employee
status or (ii) have such funds held for purchase of shares of Stock on the
purchase date. If the Plan Administrator (or its designate) does not receive
such an election prior to the purchase date for such Purchase Period, the
successor will be deemed to have elected to withdraw all of the funds in the
Participant153s payroll account at the time of his/her cessation of Employee
status and such funds shall be distributed to the successor as soon as
administratively practicable. In no event, however, shall any further payroll
deductions be added to the Participant153s

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account following his/her cessation of Employee status.

For purposes of the Plan, a Participant shall be deemed to be permanently
disabled if he/she is unable, by reason of any medically determinable physical
or mental impairment expected to result in death or to be of continuous duration
of at least twelve (12) months, to engage in any substantial gainful employment.

(f) Stock Purchase. Outstanding purchase rights shall be automatically
exercised as provided in Section IV(b). The exercise shall be effected by
applying the amount credited to the Participant153s account on the last date of
the Purchase Period to the purchase of whole shares of Stock (subject to the
limitations on the maximum number of purchasable shares set forth in Section
VII(b)) at the purchase price in effect for such purchase date. Any amount
remaining in the Participant153s account after such exercise representing a
fractional share of Stock shall be held for the purchase of Stock on the next
purchase date; provided, however, that any other amount not applied to
the purchase of Stock at the end of a Purchase Period shall be refunded promptly
after the close of the Purchase Period, including any amount not applied to the
purchase of stock by reason by the Section VII(b) or the Section VIII
limitations on the maximum number of purchasable shares.

(g) Rights as Stockholder. A Participant shall have no rights as a
stockholder with respect to shares covered by the purchase rights granted to the
Participant under the Plan until the shares are actually purchased on the
Participant153s behalf in accordance with Section VII(f). No adjustments shall be
made for dividends, distributions or other rights for which the record date is
prior to the date of such purchase.

(h) Assignability. No purchase rights granted under the Plan shall be
assignable or transferable by a Participant except by will or by the laws of
descent and distribution, and the purchase rights shall, during the lifetime of
the Participant, be exercisable only by such Participant.

(i) Merger or Liquidation of Company. In the event the Company or its
stockholders enter into an agreement to dispose of all or substantially all of
the assets or outstanding capital stock of the Company by means of a sale,
merger or reorganization in which the Company will not be the surviving
corporation (other than a reorganization effected primarily to change the State
in which the Company is incorporated) or in the event the Company is liquidated,
then all outstanding purchase rights under the Plan shall automatically be
exercised immediately prior to such sale, merger, reorganization or liquidation
by applying all sums previously collected from Participants pursuant to their
payroll deductions in effect for such rights to the purchase of whole shares of
Stock, subject, however, to the applicable limitations of Section VII(b) and
Section VIII.

VIII. ACCRUAL LIMITATIONS

(a) No Participant shall be entitled to accrue rights to acquire Stock
pursuant to any purchase right under this Plan if and to the extent such
accrual, when aggregated with (I) Stock rights accrued under other purchase
rights outstanding under this Plan and (II) similar rights accrued under other
employee stock purchase plans (within the meaning of Section 423 of the Code) of
the Company or its Corporate Affiliates, would otherwise permit such Participant
to purchase more than $25,000 worth of stock of the Company or any Corporate
Affiliate (determined on the basis of the fair market value of such stock on the
date or dates such rights are granted to the Participant) for each calendar year
such rights are at any time outstanding.

(b) For purposes of applying the accrual limitations of Section VIII(a), the
right to acquire Stock pursuant to each purchase right outstanding under the
Plan shall accrue as follows:

(i) The right to acquire Stock under each such purchase right shall accrue as
and when the purchase right first becomes exercisable during the calendar year
as provided in Section IV(b).

(ii) No right to acquire Stock under any outstanding purchase right shall
accrue to the extent the Participant has already accrued in the same calendar
year the right to acquire $25,000 worth of Stock (determined on the basis of the
fair market value on the date or dates of grant) pursuant to that purchase right
or one or more other purchase rights which may have been held by the Participant
during such calendar year.

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(iii) If by reason of the Section VIII(a) limitations, the Participant153s
outstanding purchase right does not accrue for any Purchase Period, then the
payroll deductions which the Participant made during that Purchase Period with
respect to such purchase right shall be promptly refunded.

(c) In the event there is any conflict between the provisions of this Article
VIII and one or more provisions of the Plan or any instrument issued thereunder,
the provisions of this Article VIII shall be controlling.

IX. STATUS OF PLAN UNDER FEDERAL TAX
LAWS

(a) The Plan is designed to qualify as an employee stock purchase plan under
Section 423 of the Code. However, after the Effective Date, the Plan
Administrator may, at its discretion, cease to administer the Plan as a
qualified employee stock purchase plan under Code Section 423. Accordingly,
share purchases effected under the Plan at any time after the Plan ceases to be
administered as a qualified employee stock purchase plan under Code Section 423
(whether pursuant to purchase rights granted before or after the Plan ceases to
be qualified) shall result in taxable income to each Participant equal to the
excess of (i) the fair market value of the purchased shares on the purchase date
over (ii) the purchase price paid for such shares.

(b) To the extent required by law, the Company153s obligation to deliver shares
to the Participant upon the exercise of any outstanding purchase right shall be
subject to the Participant153s satisfaction of all applicable federal, state and
local income and employment and similar non-United States tax withholding
requirements.

X. AMENDMENT AND TERMINATION

(a) The Board may from time to time alter, amend, suspend or discontinue the
Plan; provided, however, that no such action shall become effective prior
to the exercise of outstanding purchase rights at the end of the Purchase Period
in which such action is authorized. To the extent necessary to comply with Code
Section 423, the Company shall obtain stockholder approval in such a manner and
to such a degree as required.

(b) The Company shall have the right, exercisable in the sole discretion of
the Plan Administrator, to terminate the Plan immediately following the end of a
Purchase Period. Should the Company elect to exercise its right to terminate the
Plan, then the Plan shall terminate in its entirety, and no further purchase
rights shall thereafter be granted, and no further payroll deductions shall
thereafter be collected, under the Plan.

XI. GENERAL PROVISIONS

(a) The Plan shall terminate upon the earlier of (i) August 1, 2018 or (ii)
the date on which all shares available for issuance under the Plan shall have
been sold pursuant to purchase rights exercised under the Plan.

(b) All costs and expenses incurred in the administration of the Plan shall
be paid by the Company.

(c) Neither the action of the Company in establishing the Plan, nor any
action taken under the Plan by the Plan Administrator, nor any provision of the
Plan itself shall be construed so as to grant any person the right to remain in
the employ of the Company or any of its Corporate Affiliates for any period of
specific duration, and such person153s employment may be terminated at any time,
with or without cause. Termination of the Plan, or of a person153s status as an
Employee or a Participant under the Plan, shall not constitute a constructive
dismissal of the Participant153s employment with the Company or a Participating
Company. Further, no person shall have any rights or entitlement under the Plan
after such person has ceased to be an Employee for purposes of the Plan or a
Participant in the Plan.

(d) Governing Law. The Plan is to be construed in accordance with and
governed by the internal laws of the State of California (as permitted by
Section 1646.5 of the California Civil Code, or any similar successor provision)
without giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the internal laws of the State of
California to the rights and duties of the parties, except to the extent the
internal laws of the State of California are superseded by the laws of the
United States. Should any provision of the Plan be determined by a court of law
to be illegal or unenforceable, the other provisions shall nevertheless remain
effective and shall remain enforceable.

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