JDS UNIPHASE CORP /CA/, PRE 14A, 2000-10-06

JDS UNIPHASE CORP /CA/
PRE 14A, 2000-10-06
SEMICONDUCTORS & RELATED DEVICES

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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]

Check the appropriate box:
[X] Preliminary proxy statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

JDS UNIPHASE CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(s) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transactions applies:

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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction.

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) DATE FILED:
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[JDS Uniphase Logo]

JDS UNIPHASE CORPORATION
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 13, 2000

The Annual Meeting of Stockholders (the "Annual Meeting") of JDS Uniphase
Corporation, a Delaware corporation (the "Company") will be held at the offices
of the Company's subsidiary, E-TEK Dynamics, Inc., located at 1865 Lundy Avenue,
San Jose, California on December 13, 2000, at 10:00 a.m., Pacific Standard Time,
for the following purposes:

1. To elect three Class II directors to serve until the 2003 Annual Meeting
of Stockholders and until their successors are elected and qualified.

2. To amend the Company's Amended and Restated Certificate of Incorporation
to increase the number of shares of Common Stock, par value $.001 per
share, which the Company is authorized to issue from 3,000,000,000
shares to 6,000,000,000 shares.

3. To ratify the appointment of Ernst & Young LLP as the independent
auditors for the Company for the fiscal year ending June 30, 2001.

4. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy
Statement which is attached and made a part hereof.

The Board of Directors has fixed the close of business on October 23, 2000
as the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournment or postponement thereof.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE YOUR REPRESENTATION
AND THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. IF YOU SEND IN YOUR PROXY
CARD AND THEN DECIDE TO ATTEND THE ANNUAL MEETING TO VOTE YOUR SHARES IN PERSON,
YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES
SET FORTH IN THE PROXY STATEMENT.

By Order of the Board of Directors,

ANTHONY R. MULLER SIGNATURE
Anthony R. Muller
Secretary

San Jose, California
October , 2000
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JDS UNIPHASE CORPORATION
210 BAYPOINTE PARKWAY
SAN JOSE, CA 95134
------------------------

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement is furnished to stockholders of JDS Uniphase
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation by the Board of Directors (the "Board") of the Company of proxies
in the accompanying form for use in voting at the Annual Meeting of Stockholders
of the Company (the "Annual Meeting") to be held on December 13, 2000, at 10:00
a.m., Pacific Standard Time, at the offices of the Company's subsidiary, E-TEK
Dynamics, Inc., located at 1865 Lundy Avenue, San Jose, California, and any
adjournment or postponement thereof. The shares represented by the proxies
received, properly marked, dated, executed and not revoked will be voted at the
Annual Meeting. All Common Stock numbers in this Proxy Statement have been
adjusted to reflect the effect of the two-for-one stock splits of the Company's
common stock and exchangeable shares of the Company's subsidiary, JDS Uniphase
Canada Ltd., which were declared by the Company payable August 3, 1999, December
29, 1999 and March 10, 2000.

SOLICITATION AND VOTING PROCEDURES

Each stockholder of the Company's Common Stock, par value $.001 per share
("Common Stock"), is entitled to one vote for each share of Common Stock owned
as of the record date and CIBC Mellon Trust Company (the "Trustee"), the holder
of the Company's Special Voting Share, is entitled to one vote for each
Exchangeable Share of JDS Uniphase Canada Ltd., a subsidiary of the Company
("Exchangeable Shares"), outstanding as of the record date (other than
Exchangeable Shares owned by the Company and its affiliates). Holders of Common
Stock and the Special Voting Share are collectively referred to as
"Stockholders." Votes cast with respect to Exchangeable Shares will be voted
through the Special Voting Share by the Trustee as directed by the holders of
Exchangeable Shares, except votes cast with respect to Exchangeable Shares whose
holders request to vote directly, in person as proxy for the Trustee at the
Annual Meeting.

A majority of the shares entitled to vote, present in person or represented
by proxy, shall constitute a quorum at the Annual Meeting. For the election of
directors, the three candidates receiving the greatest number of affirmative
votes of the votes attached to shares of Common Stock and the Special Voting
Share will be elected, provided a quorum is present and voting. The affirmative
vote of a majority of the votes attached to all outstanding shares of Common
Stock and the Special Voting Share, voting together as a single class, present
in person or represented by proxy at the Annual Meeting shall be required to
approve Proposal 2. Proposal 3 will require the affirmative vote of a majority
of the votes attached to shares of Common Stock and the Special Voting Share,
voting together as a single class, present or represented by proxy and entitled
to vote at the Annual Meeting. Stockholders of record at the close of business
on October 23, 2000 are entitled to notice of and to vote at the Annual Meeting.
At the Record Date, shares of Common Stock were issued and
outstanding, one share of the Company's Special Voting Stock was issued and
outstanding, and Exchangeable Shares were issued and outstanding
(excluding Exchangeable Shares owned by the Company and its affiliates which are
not voted). Each Exchangeable Share is exchangeable at any time, at the option
of its holder, for one share of the Company's Common Stock.

All shares of Common Stock and the Special Voting Share represented by
valid proxies will be voted in accordance with the instructions contained
therein. Votes with respect to Exchangeable Shares represented by valid voting
instructions received by the Trustee, will be cast by the Trustee in accordance
with those instructions. In the absence of instructions, proxies from holders of
Common Stock will be voted FOR Proposals 1, 2 and 3. If no instructions are
received by the Trustee from a holder of Exchangeable Shares, the votes to which
such holder is entitled will not be exercised.

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An automated system administered by the Company's transfer agent will
tabulate votes cast by proxy at the Annual Meeting, and an officer of the
Company will tabulate votes cast in person at the Annual Meeting.

Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker "non-vote" are counted as present and are, therefore, included
for purposes of determining whether a quorum of shares is present at a meeting.
A broker "non-vote" occurs when a nominee holding shares for a beneficial owner
does not vote on a particular proposal because the nominee does not have the
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner. Broker "non-votes" and shares as to
which proxy authority has been withheld with respect to any matter are not
deemed to be entitled to vote for purposes of determining whether stockholder
approval of that matter has been obtained. As a result, broker "non-votes" are
not included in the tabulation of the voting results on the election of
directors or issues requiring approval of a majority of the shares of Common
Stock entitled to vote and, therefore, do not have the effect of votes in
opposition in such tabulations. With respect to Proposals 1 and 3 requiring a
plurality vote and the affirmative vote of a majority of the Common Stock and
the Special Voting Share, voting together as a single class, present and
entitled to vote, respectively, broker "non-votes" have no effect. However, with
respect to Proposal 2 which requires the affirmative vote of a majority of the
outstanding shares of the Company's Common Stock and the Special Voting Share,
broker "non-votes" and shares as to which proxy authority has been withheld have
the effect of a vote against Proposal 2. Because abstentions will be included in
tabulations of the shares of Common Stock entitled to vote for purposes of
determining whether a proposal has been approved, abstentions have the same
effect as negative votes on Proposals 2 and 3.

This Proxy Statement and the accompanying proxy were first sent by mail to
common stockholders, the Trustee for the Special Voting Share and holders of
Exchangeable Shares on or about , 2000. The solicitation of proxies
will be conducted by mail and the Company will bear all attendant costs. The
cost of soliciting proxies will be borne by the Company. The Company has
retained the services of Corporate Investor Communications, Inc. ("CIC") to aid
in the solicitation of proxies from brokers, bank nominees and other
institutional owners. The Company estimates that it will pay CIC a fee not to
exceed $ for its services and will reimburse them for certain
out-of-pocket expenses that are usual and proper. In addition, the Company will
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may be solicited by certain of the Company's
directors, officers and regular employees, without additional compensation,
personally or by telephone, facsimile or telegram.

REVOCABILITY OF PROXIES

A proxy may be revoked by the Stockholder giving the proxy at any time
before it is voted by written notice of revocation delivered to the Company
prior to the meeting, and a prior proxy is automatically revoked by a
Stockholder giving a subsequent proxy or attending and voting at the Annual
Meeting. Attendance at the Annual Meeting in and of itself does not revoke a
prior proxy. Holders of Exchangeable Shares who wish to direct the Trustee to
cast the votes attached to the Special Voting Share on their behalf should
follow carefully the instructions provided by the Trustee, which accompany this
Proxy Statement. The procedure for instructing the Trustee differs in certain
respects from the procedure for delivering a proxy, including the place for
depositing the instructions and the manner for revoking the proxy.

PROPOSAL 1

ELECTION OF DIRECTORS

The number of directors on the Board is currently fixed at ten. The
Company's Amended and Restated Certificate of Incorporation divides the
Company's Board of Directors into three classes. The members of each class of
directors serve staggered three year terms.

On May 17, 2000, Kevin N. Kalkhoven resigned as Co-Chairman of the Board
and Chief Executive Officer of the Company and will not seek re-election.
Effective June 30, 2000, the Board appointed Donald J. Listwin as a director.

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The Board is composed of four Class I directors (Mr. Kaplan, Mr. Listwin,
Mr. MacNaughton and Mr. Sinclair), three Class II directors (Mr. Enos, Mr.
Guglielmi and Professor Sibbett) and three Class III directors (Mr. Day, Mr.
Skrzypczak and Dr. Straus), whose terms will expire upon the election and
qualification of directors at the Annual Meeting of Stockholders held in 2001,
2000 and 2002, respectively. At each Annual Meeting of Stockholders, directors
will be elected for a full term of three years to succeed those directors whose
terms are expiring.

At this Annual Meeting, the Stockholders will elect three Class II
directors, each to serve a three year term until the 2003 Annual Meeting of
Stockholders and until a qualified successor is elected and qualified or until
the director's earlier resignation or removal. The Board has no reason to
believe that each of the nominees named below will be unable or unwilling to
serve as a director if elected.

Certain information about the Board of Directors nominees is furnished
below.

CLASS II DIRECTOR NOMINEES

Mr. Enos became a director of the Company in July 1999 upon the closing of
the JDS FITEL Inc. ("JDS FITEL") merger with the Company and was previously a
member of the JDS FITEL Board of Directors from 1996 until July 1999. Mr. Enos
was the Vice President, Product Line Management, Cable Group and the Vice
President, Transmission Network Division of Northern Telecom Limited from 1992
to 1994 and from 1989 to 1992, respectively. Mr. Enos retired from Northern
Telecom Limited in 1994.

Mr. Guglielmi has been a member of the Company's Board of Directors since
May 1998. Mr. Guglielmi is Executive Vice President and Chief Financial Officer
of Tellabs, Inc., and has served as its Chief Financial Officer since 1988. From
1993 to 1997, he was also President of Tellabs International, Inc. Prior to
joining Tellabs, Mr. Guglielmi was Vice President of Finance and Treasurer of
Paradyne Corporation for five years. Mr. Guglielmi serves on several boards of
directors, including Tellabs, Inc. and Cherry Corporation.

Professor Sibbett has been a member of the Company's Board of Directors
since February 1995. Since 1994, he has been Director of Research for the School
of Physics and Astronomy at the University of St. Andrews, Scotland and since
1985, has been its head. Professor Sibbett has been a member of the Engineering
and Physical Sciences Research Council ("EPSRC") of the U.K. Department of Trade
and Industry since 1986 and served as chairman of the EPSRC Laser Committee from
1992 to 1994.

The three nominees receiving the highest number of affirmative votes of the
votes attached to the Common Stock and the Special Voting Share, voting together
as a single class, represented and voting on Proposal 1 at the Annual Meeting
will be elected Class II directors of the Company, to serve their respective
terms or until their successors have been elected and qualified.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
EACH OF THE NOMINEES NAMED ABOVE

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DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the
executive officers and directors of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION(S)
---- --- -----------
<S> <C> <C>
Jozef Straus, Ph.D. ................. 54 Co-Chairman, Chief Executive Officer
Charles J. Abbe ..................... 59 President, Chief Operating Officer
M. Zita Cobb......................... 42 Executive Vice President, Strategy and Business
Development
Anthony R. Muller.................... 57 Executive Vice President, Chief Financial Officer and
Secretary
Joseph Ip............................ 43 Senior Vice President, Product Strategy
Frederick L. Leonberger, Ph.D. ...... 53 Senior Vice President, Chief Technology Officer
Michael C. Phillips.................. 50 Senior Vice President, Business Development, and
General Counsel
Bruce D. Day(1)...................... 44 Director
Robert E. Enos(2).................... 61 Director
Peter A. Guglielmi(1)(2)............. 57 Director
Martin A. Kaplan(2).................. 63 Co-Chairman
Donald J. Listwin.................... 41 Director
John A. MacNaughton(2)............... 55 Director
Wilson Sibbett, Ph.D. ............... 52 Director
William J. Sinclair(1)............... 47 Director
Casimir S. Skrzypczak(1)............. 59 Director
</TABLE>

---------------
(1) Member of the Audit Committee

(2) Member of the Compensation Committee

Dr. Straus became, in May 2000, Co-Chairman and Chief Executive Officer and
was previously, since July 1999 when JDS FITEL merged with the Company,
Co-Chairman, President and Chief Operating Officer. Dr. Straus co-founded JDS
FITEL in 1981 and served as its Chief Executive Officer and President from
September 1993 until July 1999 when JDS FITEL merged with the Company. He served
on the JDS FITEL Board of Directors from 1981 and held various positions with
JDS FITEL, including Vice President, Sales and Marketing from 1990 to 1993 when
he assumed the position of Chief Executive Officer and President. Prior to 1981,
Dr. Straus held various research and management positions related to fiber optic
technology at Bell-Northern Research Ltd. and Northern Telecom Limited.

Mr. Abbe became President and Chief Operating Officer in May 2000. From the
merger of Optical Coating Laboratory, Inc. ("OCLI") with the Company in February
2000 until May 2000, Mr. Abbe served as Senior Vice President and Senior
Operating Officer of the Company. From April 1998 to February 2000, Mr. Abbe
served as director, President and Chief Executive Officer of OCLI. Mr. Abbe also
served as Vice President and General Manager of OCLI's Santa Rosa Division from
April 1996 through April 1998. Prior to joining OCLI, Mr. Abbe held various
senior management positions with Raychem Corporation from 1989 to 1996. From
1971 to 1989, Mr. Abbe was employed at McKinsey & Company, Inc., where he last
served as senior partner at the San Francisco, California office.

Ms. Cobb became, in May 2000, Executive Vice President, Strategy and
Business Development and was previously, since July 1999 when JDS FITEL merged
with the Company, Senior Vice President of Strategy and Integration of the
Company. Ms. Cobb was a director of JDS FITEL as well as its Chief Financial
Officer since February 1996. Ms. Cobb held various positions at JDS FITEL since
joining JDS FITEL as Controller in 1989. Prior to joining JDS FITEL, Ms. Cobb
held various finance-related positions with Fleet Technology Ltd., Arctec, Inc.,
Shell Canada Resources Ltd. and Texaco Canada Resources Ltd.

Mr. Muller became, in May 2000 an Executive Vice President. Mr. Muller
continues to serve, since his appointment in January 1998, as Chief Financial
Officer and Secretary of the Company. Mr. Muller also served as Senior Vice
President, from January 1998 to his appointment as Executive Vice President in
May 2000. From September 1984 to January 1998, when he joined the Company, Mr.
Muller was a member of the Board of Directors. From September 1996 to January
1998, he was Senior Vice President and Chief Financial

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Officer of Micro Focus Group Plc, a supplier of software tools. From November
1990 to September 1996, Mr. Muller served as Senior Vice President of Operations
and Administration and Chief Financial Officer of Centigram Communications
Corporation, a supplier of telecommunications systems.

Mr. Ip became Senior Vice President of Product Strategy in July 1999 upon
the closing the JDS FITEL merger with the Company. Mr. Ip joined JDS FITEL in
1990 and since that time held various research, development and product line
management roles. Most recently he held the position of Senior Vice President at
Optical Networking Products and Technologies. Prior to 1990, Mr. Ip held various
research and development positions related to fiber optic technology at
Bell-Northern Research Ltd. and Northern Telecom Limited.

Dr. Leonberger has been Chief Technology Officer of the Company since April
1997 and is a Senior Vice President. He was co-founder and general manager of
Uniphase Telecommunications Products, Inc. ("UTP") and joined the Company upon
its acquisition of UTP in May 1995. Dr. Leonberger has been active in the
optoelectronics field for over 20 years and has held a variety of staff and
management positions at MIT Lincoln Laboratory, United Technologies Research
Center, UTP and the Company.

Mr. Phillips joined the Company as Senior Vice President, Business
Development and General Counsel in August 1998. Mr. Phillips was a partner at
Morrison & Foerster LLP, which serves as the Company's outside counsel, from
1988 until he joined the Company.

Mr. Day became a member of the Company's Board of Directors in July 1999 as
of the closing of the JDS FITEL merger with the Company and was a member of the
JDS FITEL Board of Directors since 1996. Since 1991, Mr. Day has been the Vice
President, Corporate Development of Rogers Communications Inc. and is
principally involved in mergers, acquisitions, divestitures and taxation for
Rogers Communications Inc. and its subsidiaries.

Mr. Enos became a director of the Company in July 1999 upon the closing of
the JDS FITEL merger with the Company and was previously a member of the JDS
FITEL Board of Directors from 1996 until July 1999. Mr. Enos was the Vice
President, Product Line Management, Cable Group and the Vice President,
Transmission Network Division of Northern Telecom Limited from 1992 to 1994 and
from 1989 to 1992, respectively. Mr. Enos retired from Northern Telecom Limited
in 1994.

Mr. Kaplan has been a member of the Company's Board of Directors since
November 1997. On , Mr. Kaplan was appointed as Co-Chairman of
the Board. Mr. Kaplan is Executive Vice President of Pacific Telesis and is
responsible for coordinating integration plans following the merger of SBC
Communications, Inc. and Pacific Telesis Group. From 1995 to 1997, Mr. Kaplan
was Executive Vice President of Pacific Bell and President of the Network
Services Group. From 1993 to 1995, he was Chief Technology, Quality and
Re-Engineering Officer for Pacific Bell. Mr. Kaplan also is a director of
Conductus.

Mr. Listwin became a director of the Company in June 2000 upon the closing
of the merger of E-TEK Dynamics, Inc. with the Company. Mr. Listwin is presently
President and Chief Executive Officer of Phone.com and has served in that
position since September 2000. Mr. Listwin was an Executive Vice President at
Cisco Systems, Inc. ("Cisco"), from 1998 to September 2000. From 1996 to 1998,
Mr. Listwin was the Senior Vice President of Cisco's service provider line of
business. Mr. Listwin was Vice President of Cisco's market development from 1993
to 1996, Director of Marketing from 1991 to 1993, and Product Marketing Manager
from September 1990 to 1991. Mr. Listwin also serves as a director of TIBCO
Software Inc. and Software.com.

Mr. MacNaughton joined the Company's Board of Directors in July 1999 upon
the closing of the JDS FITEL merger with the Company. Mr. MacNaughton was
President of Leapfrog Capital Corporation

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from April 1999 to August 1999. Mr. MacNaughton has been President and Chief
Executive Officer of the Canada Pension Plan Investment Board from September
1999 to the present. Mr. MacNaughton was President of Nesbitt Burns Inc. and its
predecessor company from September 1994 until his retirement on March 31, 1999.
From December 1990 to September 1994, when it was acquired by a subsidiary of
Bank of Montreal and merged with Nesbitt Thomson Inc., he was President and
Chief Executive Officer of Burns Fry Limited. Nesbitt Burns Inc. lead managed
the initial public offering of JDS FITEL in March 1996.

Professor Sibbett has been a member of the Company's Board of Directors
since February 1995. Since 1994, he has been Director of Research for the School
of Physics and Astronomy at the University of St. Andrews, Scotland and, since
1985, has been its head. Professor Sibbett has been a member of the Engineering
and Physical Sciences Research Council ("EPSRC") of the U.K. Department of Trade
and Industry since 1986 and served as chairman of the EPSRC Laser Committee from
1992 to 1994.

Mr. Sinclair became a director of the Company in July 1999 upon the closing
of the JDS FITEL merger with the Company. Mr. Sinclair co-founded JDS FITEL in
1981, was President of JDS FITEL from 1982 until 1993 and served as a director
of JDS FITEL from 1981 until the closing of the JDS FITEL merger with the
Company in July 1999. He is currently Director, Research and Development, of
Fluorosense Inc. and has held this position since 1995. Mr. Sinclair was an
independent consultant in the area of optics from 1993 to 1995. Prior to 1981,
Mr. Sinclair was a member of the Technical Staff at Bell-Northern Research Ltd.
specializing in fiber optic technology.

Mr. Skrzypczak has been a member of the Company's Board of Directors since
July 1997. Since October 1999, Mr. Skrzypczak has been Senior Vice President at
Cisco Systems, Inc. Mr. Skrzypczak served as a Group President at Telcordia
Technologies from July 1997 to October 1999. He was Corporate Vice President and
Group President of Professional Services of Bellcore until March 1997. Earlier,
Mr. Skrzypczak was President, NYNEX Science & Technology and Vice President,
Network & Technology Planning for NYNEX. Mr. Skrzypczak has served as a trustee
of Polytechnic University since 1987 and is chairman of its Education Committee.
Mr. Skrzypczak also serves as a director of Stanford Microdevices Inc.

RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS

There are no family relationships among any of the directors or executive
officers of the Company.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During fiscal 2000, the Board met times. No director attended fewer
than 75% of all the fiscal 2000 meetings of the Board and its committees on
which he or she served after becoming a member of the Board.

The Board has two committees: the Audit Committee and the Compensation
Committee. The Board does not have a nominating committee or a committee
performing the functions of a nominating committee.

The Audit Committee, which met times in fiscal 2000, consists of Peter
A. Guglielmi, Casimir S. Skrzypczak, William J. Sinclair, and Bruce D. Day. The
Audit Committee recommends engagement of the Company's independent auditors and
is primarily responsible for reviewing (i) the scope of the independent
auditors' annual audit and their compensation, (ii) the general policies and
procedures of the Company with respect to accounting and financial controls and
(iii) any change in accounting principles, significant audit adjustments
proposed by the auditors and any recommendations that the auditors may have with
respect to policies and procedures.

The Board of Directors adopted and approved a charter for the Audit
Committee on , 2000, a copy of which is attached hereto as
Appendix A. The Board of Directors has determined that all members of the Audit
Committee are "independent" as that term is defined in Rule 4200 of the listing
standards of the National Association of Securities Dealers.

The Compensation Committee, which met times in fiscal 2000, consists
of Peter A. Guglielmi, Martin A. Kaplan, Robert E. Enos, and John A.
MacNaughton. The Compensation Committee's functions are to establish and apply
the Company's compensation policies with respect to its executive officers and
administer the Company's 1984 Amended and Restated Stock Plan, Amended and
Restated 1993 Flexible Stock Incentive Plan, 1996 Nonqualified Stock Option
Plan, 1993 and 1998 Employee Stock Purchase Plans,
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Uniphase Telecommunications, Inc. 1995 Flexible Stock Incentive Plan, 1999
Canadian Employee Stock Purchase Plan, JDS FITEL 1994 and 1996 Stock Option
Plans, Broadband Communications Products, Inc. 1992 Key Employee Incentive Stock
Option Plan, 1997 Employee Stock Option Plan, and 1997 Nonqualified Stock Option
Plan, EPITAXX, Inc. Amended and Restated 1996 Employee, Director and Consultant
Stock Option Plan, Optical Coating Laboratory, Inc. 1993, 1995, 1998 and 1999
Incentive Compensation Plans, 1999 Director Stock Plan and 1999 Employee Stock
Purchase Plan, Cronos Integrated Microsystems, Inc. 1999 Stock Plan, E-TEK
Dynamics, Inc. 1997 Executive Equity Incentive Plan, 1997 Equity Incentive Plan,
1998 Director Option Plan and 1998 Stock Plan.

COMPENSATION OF DIRECTORS

Directors who are employees of the Company do not receive any compensation
for their services as directors. Directors who are not employees of the Company
receive a $1,500 fee for attendance at each Board meeting and a $500 fee for
attendance at committee meetings held on a separate day. All directors will be
reimbursed for expenses incurred in connection with attending Board and
committee meetings.

The Company's Amended and Restated 1993 Flexible Stock Incentive Plan (the
"1993 Plan") also provides for automatic grants of nonqualified stock options to
non-employee directors ("Outside Directors"). Under the 1993 Plan, each Outside
Director who first joins the Board after the effective date of the 1993 Plan
automatically will receive at that time an option to purchase 40,000 shares of
Common Stock. In addition, immediately after each Annual Meeting of
Stockholders, each individual who is at that time continuing to serve as an
Outside Director automatically will be granted an option to purchase 10,000
additional shares of Common Stock, whether or not such Outside Director stood
for re-election at such annual meeting, provided that each such individual has
served as an Outside Director for at least nine months. All such options granted
prior to September 1996 to Outside Directors have an exercise price equal to
100% of the fair market value of the Common Stock on the date of grant and vest
at the rate of 25% of the shares subject to the option at the end of the first
year and as to approximately 6.25% of the shares subject to the option each
quarter (three-month period) for twelve quarters thereafter, and terminate 5
years from the date of grant. All such options granted subsequent to September
1996 to Outside Directors will have an exercise price equal to 100% of the fair
market value of the Common Stock on the date of grant and vest monthly on a
straight-line basis over a three-year period for the initial 40,000 shares
received on joining the Board of Directors and over twelve months for the
subsequent grants of 10,000 shares, and terminate 8 years from the date of
grant.

CERTAIN TRANSACTIONS

In fiscal 2000, Mr. Sinclair, Mr. Day, Mr. Enos, and Mr. MacNaughton were
each granted options to purchase 40,000 (split to 320,000) shares of Common
Stock at a price of $20.985 per share and. Mr. Kaplan, Professor Sibbett, Mr.
Guglielmi, and Mr. Skrzypczak were each granted options to purchase 10,000
(split to 40,000) shares of Common Stock at a price of $57.1563 per share.

The options granted in fiscal 2000 to each of the Named Executive Officers
named in the Summary Compensation Table are indicated in the Long-Term
Compensation Awards column.

The Company and Dr. Straus, Ms. Cobb, Mr. Muller, Mr. Phillips and Mr.
Pettit have entered into employment agreements as more fully described under
"Employment Agreements".

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No interlocking relationship exists between any member of the Company's
Board of Directors or Compensation Committee and any member of the Board of
Directors or compensation committee of any other company, nor has such
interlocking relationship existed in the past.

7
<PAGE> 10

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the Company
with respect to the beneficial ownership as of October 23, 2000, by (i) all
persons who are beneficial owners of five percent (5%) or more of the Company's
Common Stock (including on exchange of Exchangeable Shares), (ii) each director
and nominee, (iii) the Named Executive Officers (defined below), and (iv) all
current directors and executive officers as a group.

As of October 23, 2000, shares of the Company's Common Stock were
outstanding, and as of the same date, Exchangeable Shares were
outstanding (excluding Exchangeable Shares owned by the Company and its
affiliates which are not voted). The amounts and percentages of Common Stock
beneficially owned are reported on the basis of regulations of the Securities
and Exchange Commission (the "Commission") governing the determination of
beneficial ownership of securities. Under the rules of the Commission, a person
is deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or to direct the voting of such
security, or "investment power," which includes the power to dispose of or to
direct the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which that person has a right to acquire
beneficial ownership within 60 days. Under these rules, more than one person may
be deemed a beneficial owner of securities as to which such person has no
economic interest.

<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED
---------------------
NAME NUMBER PERCENTAGE
---- ------- ----------
<S> <C> <C>
5% STOCKHOLDERS
FEJ Holding Inc.(1).........................................
c/o The Furokawa Electric Co. Ltd
61 Marunouchi 2-Chome
Chinyoclarku, Tokyo 100-8322
Japan
NAMED EXECUTIVE OFFICERS AND DIRECTORS
Kevin N. Kalkhoven(2).......................................
115 Sheridan Way
Woodside, CA 94062
Jozef Straus, Ph.D.(3)......................................
William J. Sinclair(4)......................................
Dan E. Pettit(5)............................................
Anthony R. Muller(6)........................................
M. Zita Cobb(7).............................................
Bruce D. Day(8).............................................
Michael C. Phillips(9)......................................
Casmir S. Skrzypczak(10)....................................
Robert Enos(11).............................................
Martin A. Kaplan(12)........................................
Wilson Sibbett, Ph.D(13)....................................
Peter A. Guglielmi(14)......................................
John A. MacNaughton(15).....................................
Donald J. Listwin(16).......................................
Charles J. Abbe(17).........................................
All directors and executive officers as a group (19
persons)(18)..............................................
</TABLE>

---------------
* Less than 1%

(1) All shares are issuable upon exchange of the Exchangeable Shares of JDS
Uniphase Canada Ltd.

(2) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000 and shares
issuable upon exchange of the Exchangeable Shares of

8
<PAGE> 11

JDS Uniphase Canada Ltd. (461,510 shares of which are held by the Adarsan
Trust #1 and 209,154 shares of which are held by the Adarsan Trust #2).

(3) Includes 1,796,880 shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000.

(4) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000 and 670,664 shares issuable
upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd.

(5) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of October 23, 2000 and
shares held by Kelly A. Pettit, Mr. Pettit's spouse.

(6) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000.

(7) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000.

(8) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000 and shares
issuable upon exchange of the Exchangeable Shares of JDS Uniphase Canada
Ltd.

(9) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000.

(10) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000.

(11) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000 and shares
issuable upon exchange of the Exchangeable Shares of JDS Uniphase Canada
Ltd.

(12) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000.

(13) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000.

(14) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000.

(15) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000 and shares
issuable upon exchange of the Exchangeable Shares of JDS Uniphase Canada
Ltd.

(16) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000.

(17) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000.

(18) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of October 23, 2000, and shares
issuable upon exchange of the Exchangeable Shares of JDS Uniphase Canada
Ltd.

AUDIT COMMITTEE REPORT

The following is the report of the audit committee with respect to the
Company's audited financial statements for the fiscal year ended June 30, 2000,
which include the consolidated balance sheets of the Company as of June 30, 2000
and 1999, and the related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for each of the three years in the period ended
June 30, 2000, and the notes thereto. The information contained in this report
shall not be deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission, nor shall such information be incorporated
by reference

9
<PAGE> 12

into any future filing under the Securities Act of 1933, as amended, or the 1934
Securities Exchange Act, as amended, except to the extent that the Company
specifically incorporates it by reference in such filing.

REVIEW WITH MANAGEMENT

The audit committee has reviewed and discussed the Company's audited
financial statements with management.

REVIEW AND DISCUSSIONS WITH INDEPENDENT ACCOUNTANTS

The audit committee has discussed with Ernst & Young LLP, the Company's
independent accountants, the matters required to be discussed by SAS 61
(Codification of Statements on Accounting Standards) which includes, among other
items, matters related to the conduct of the audit of the Company's financial
statements.

The audit committee has also received written disclosures and the letter
from Ernst & Young LLP required by Independence Standards Board Standard No. 1
(which relates to the accountant's independence from the Company and its related
entities) and has discussed with Ernst & Young LLP their independence from the
Company.

CONCLUSION

Based on the review and discussions referred to above, the committee
recommended to the Company's Board that the Company's audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2000.

SUBMITTED BY THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS

Bruce D. Day
Peter A. Guglielmi
William J. Sinclair
Casimir S. Skrzypczak

10
<PAGE> 13

EXECUTIVE COMPENSATION AND RELATED INFORMATION

COMPENSATION COMMITTEE REPORT

The information contained in this report shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the 1934
Securities Exchange Act, as amended, except to the extent that the Company
specifically incorporates it by reference in such filing.

The Compensation Committee of the Board of Directors is responsible for
establishing the base salary and incentive cash bonus programs for the Company's
executive officers and administering certain other compensation programs for
such individuals, subject in each instance to approval by the full Board. The
Compensation Committee also has the exclusive responsibility for the
administration of the 1984 Amended and Restated Stock Plan, Amended and Restated
1993 Flexible Stock Incentive Plan, 1996 Nonqualified Stock Option Plan, 1993
and 1998 Employee Stock Purchase Plans, Uniphase Telecommunications, Inc. 1995
Flexible Stock Incentive Plan, 1999 Canadian Employee Stock Purchase Plan, JDS
FITEL 1994 and 1996 Stock Option Plans, Broadband Communications Products, Inc.
1992 Key Employee Incentive Stock Option Plan, 1997 Employee Stock Option Plan,
and 1997 Nonqualified Stock Option Plan, EPITAXX, Inc. Amended and Restated 1996
Employee, Director and Consultant Stock Option Plan, Optical Coating Laboratory,
Inc. 1993, 1995, 1998 and 1999 Incentive Compensation Plans, 1999 Director Stock
Plan and 1999 Employee Stock Purchase Plan, Cronos Integrated Microsystems, Inc.
1999 Stock Plan, E-TEK Dynamics, Inc. 1997 Executive Equity Incentive Plan, 1997
Equity Incentive Plan, 1998 Director Option Plan and 1998 Stock Plan under which
grants may be made to executive officers and other key employees.

The fundamental policy of the Compensation Committee is to provide the
Company's chief executive officer and executive vice presidents with competitive
compensation opportunities based upon their contribution to the financial
success of the Company and their personal performance. It is the Compensation
Committee's objective to have a substantial portion of each officer's
compensation contingent upon the Company's performance as well as upon his or
her own level of performance. Accordingly, the compensation package for the
chief executive officer and executive vice presidents is comprised of three
elements: (i) base salary which reflects individual performance and is designed
primarily to be competitive with salary levels in the industry, (ii) annual
variable performance awards payable in cash and tied to the Company's
achievement of financial performance targets, and (iii) long-term stock-based
incentive awards which strengthen the mutuality of interests between the
executive officers and the Company's stockholders. As an executive officer's
level of responsibility increases, it is the intent of the Compensation
Committee to have a greater portion of his or her total compensation be
dependent upon Company performance and stock price appreciation rather than base
salary.

Several of the more important factors which the Compensation Committee
considered in establishing the components of each executive officer's
compensation package for the 2000 fiscal year are summarized below. Additional
factors were also taken into account, and the Compensation Committee may in its
discretion apply entirely different factors, particularly different measures of
financial performance, in setting executive compensation for future fiscal
years.

Base Salary. The base salary for each officer is determined on the basis of
the following factors: experience, personal performance, the average salary
levels in effect for comparable positions within and without the industry and
internal comparability considerations. The weight given to each of these factors
differs from individual to individual, as the Compensation Committee deems
appropriate. In selecting comparable companies for the purposes of maintaining
competitive compensation, the Compensation Committee considers many factors
including geographic location, growth rate, annual revenue and profitability,
and market capitalization. The Compensation Committee also considers companies
outside the industry which may compete with the Company in recruiting executive
talent.

Annual Incentive Compensation. Annual bonuses are earned by each executive
officer primarily on the basis of the Company's achievement of certain corporate
financial performance goals established for each fiscal year. For fiscal 2000,
bonuses were earned on the basis of the following factors: (i) the Company's
11
<PAGE> 14

consolidated operating profit performance net of certain non-recurring
adjustments, relative to the target established by the Compensation Committee,
and (ii) the revenue and operating profit performance of the respective division
or subsidiary relative to the targets established by the Compensation Committee.
A portion of the Company's earnings for the 2000 fiscal year was accordingly set
aside for distribution under the bonus pool, and the chief executive officer and
each executive vice president was awarded a share of that pool on the basis of
the respective responsibilities assigned to him or her and his or her relative
position in the Company. The actual bonus paid for the 2000 fiscal year to each
of the Named Executive Officers is indicated in the Bonus column of the Summary
Compensation Table.

Deferred Compensation Plan. The Company maintains a deferred compensation
plan, pursuant to which certain members of management (including the executive
officers) may elect to defer a portion of his or her annual compensation. The
participants' funds are invested among various funds designated by the plan
administrator and currently may not be invested in the Company's Common Stock or
other Company securities. Upon the death or retirement of a participant, the
funds attributable to the participant (including any earnings on contributions)
are distributed to the participant or the participant's beneficiary in a lump
sum or in annual installments over a period of three, five, ten or 15 years.

Long-Term Compensation. Long-term incentives are provided through stock
option grants. The grants are designed to align the interests of each executive
officer with those of the stockholders and provide each executive officer with a
significant incentive to manage the Company from the perspective of an owner
with an equity stake in the business. Each grant allows the executive officer to
acquire shares of the Company's Common Stock at a fixed price per share (the
market price on the grant date) over a specified period of time (up to eight
years). Options granted become exercisable at the rate of 25% of the shares
subject thereto one year from the grant date and as to approximately 6.25% of
the shares subject to the option at the end of each three-month period
thereafter such that the option is fully exercisable four years from the grant
date, contingent upon the executive officer's continued employment with the
Company. Accordingly, the option will provide a return to the executive officer
only if the executive officer remains employed by the Company during the
four-year vesting period, and then only if the market price of the underlying
shares of Common Stock appreciates over the option term. The number of shares of
Common Stock subject to each grant is set at a level intended to create a
meaningful opportunity for stock ownership based on the executive officer's
current position with the Company, the base salary associated with that
position, the average size of comparable awards made to executive officers in
similar positions within the industry, the executive officer's potential for
increased responsibility and promotion over the option term, and the executive
officer's personal performance in recent periods. The Compensation Committee
also takes into account the number of vested and unvested options held by the
executive officer in order to maintain an appropriate level of equity incentive
for that executive officer. However, the Compensation Committee does not adhere
to any specific guidelines as to the relative option holdings of the Company's
executive officers. The actual options granted in fiscal 2000 to each of the
current executive officers named in the Summary Compensation Table is indicated
in the Long-Term Compensation Awards column.

Compensation of the Chief Executive Officers. The compensation of the Chief
Executive Officer is reviewed annually on the same basis as discussed above for
all executive officers. Mr. Kalkhoven's base salary for fiscal 2000 was
$388,462. Mr. Kalkhoven resigned as Co-Chairman and Chief Executive Officer on
May 17, 2000. Dr. Straus was appointed as Chief Executive Officer in May 2000.
Dr. Straus's base salary for fiscal 2000 was $326,076 ($U.S.). Mr. Kalkhoven's
base salary, and subsequently Dr. Straus' salary, were established in part by
comparing the base salaries of chief executive officers at other companies of
similar size. Mr. Kalkhoven's base salary, and subsequently Dr. Straus's base
salary, were at the approximate median of the base salary range for
presidents/chief executive officers of comparative companies. Based on the
Compensation Committee's criteria described above, in fiscal 2000 Mr. Kalkhoven
was awarded a bonus of $349,616 as well as options to purchase 3,200,000 shares
of Common Stock and Dr. Straus was awarded a bonus of $278,208 ($U.S.) as well
as options to purchase 9,613,328 shares of Common Stock.

12
<PAGE> 15

The Company is required to disclose its policy regarding qualifying
executive compensation for deductibility under Section 162(m) of the Internal
Revenue Code which provides that, for purposes of the regular income tax and the
alternative minimum tax, the otherwise allowable deduction for compensation paid
or accrued with respect to a covered employee of a publicly-held corporation is
limited to no more than $1 million per year. It is not expected that the cash
compensation to be paid to the Company's executive officers for fiscal 2001 will
exceed the $1 million limit per officer. The Company's Amended and Restated 1993
Flexible Stock Incentive Plan is structured so that any compensation deemed paid
to an executive officer when he or she exercises an outstanding option under the
Plan, with an exercise price equal to the fair market value of the option shares
on the grant date, will qualify as performance-based compensation which will not
be subject to the $1 million limitation.

Compensation Committee

Robert E. Enos
Peter A. Guglielmi
Martin A. Kaplan
John MacNaughton

13
<PAGE> 16

SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning compensation
paid during the last three fiscal years to (i) each person that served as the
Company's Chief Executive Officer during the last fiscal year of the Company,
and (ii) the four other most highly compensated executive officers of the
Company (the "Named Executive Officers"):

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
---------------------------------- SECURITIES
FISCAL BONUS AND UNDERLYING
NAME AND PRINCIPAL POSITION YEAR(1) SALARY($)(2) COMMISSION($)(3) OPTIONS(#)
--------------------------- ------- ------------ ---------------- ----------
<S> <C> <C> <C> <C>
Kevin N. Kalkhoven(4).................. 2000 388,462 349,616 3,200,000
Former Co-Chairman and Chief 1999 293,283 177,615 960,000
Executive Officer 1998 274,835 177,615 2,560,000
Jozef Straus, Ph.D.(5)................. 2000 326,076(U.S.) 278,208(U.S.)
Co-Chairman and Chief Executive 480,000(CND) 409,536(CDN) 9,613,328
Officer
M. Zita Cobb(6)........................ 2000 254,747(U.S.) 142,161(U.S.) 4,671,112
Executive Vice President, Strategy 375,000(CND) 209,269(CDN)
and Business Development
Anthony R. Muller...................... 2000 248,462 139,500 1,200,000
Executive Vice President, Chief 1999 213,321 30,315 400,000
Financial
Officer and Secretary 1998 87,115 102,779 1,600,000
Michael C. Phillips(7)................. 2000 257,371 123,538 800,000
Senior Vice President, Business 1999 142,163 44,525 1,600,000
Development, and General Counsel
Dan E. Pettit(8)....................... 2000 248,462 134,169 800,000
Senior Vice President and 1999 249,379 63,156 400,000
President, Semiconductor Group 1998 181,430 63,156 1,520,000
</TABLE>

---------------
(1) Compensation reported for fiscal years ending June 30, 1998, June 30, 1999
and June 30, 2000.

(2) The compensation information for Dr. Straus and Ms. Cobb has been converted
from Canadian dollars to U.S. dollars based upon an average foreign exchange
rate which was CDN$1.47205 = U.S.$1.00. This currency conversion causes Dr.
Straus' and Ms. Cobb's reported salary to fluctuate from year-to-year
because of the conversion of Canadian dollars to U.S. dollars.

(3) Includes bonus amounts in the year earned, rather than in the year in which
such bonus amount was paid or is to be paid.

(4) Mr. Kalkhoven resigned as Co-Chairman and Chief Executive Officer on May 17,
2000.

(5) Dr. Straus joined the Company on June 30, 1999 upon the closing of the
merger of JDS FITEL with the Company.

(6) Ms. Cobb joined the Company on June 30, 1999 upon the closing of the merger
of JDS FITEL with the Company.

(7) Mr. Phillips joined the Company in August 1998.

(8) Mr. Pettit retired from his position as Senior Vice President and President,
Semiconductor Group September 2000.

EMPLOYMENT AGREEMENTS

The Company and Dr. Jozef Straus are parties to a retention agreement dated
July 6, 1999 (the "Straus Agreement"). The term of the Straus Agreement expires
on July 6, 2004, unless sooner terminated pursuant to the terms of the Straus
Agreement. Dr. Straus' annual base salary, effective May 1, 2000 under the
Straus Agreement is $500,000 ($U.S.), subject to adjustment from time to time by
the Company. In addition, Dr. Straus is eligible to earn an annual bonus in an
amount up to 100% of his annual base salary, based upon achievement of
objectives determined by the Company from time to time. The Straus Agreement
also provides for payment of severance in the amount of three years salary plus
a bonus based upon previous

14
<PAGE> 17

bonuses paid to Dr. Straus in the event the Straus Agreement is terminated by
the Company as a result of the death or disability of Dr. Straus or by Dr.
Straus for certain reasons. The Company and Dr. Straus have also entered into an
agreement regarding change of control dated July 6, 1999 providing for the
acceleration of vesting of Dr. Straus' options in the event of a change of
control of the Company.

The Company and M. Zita Cobb are parties to a retention agreement dated
July 6, 1999 (the "Cobb Agreement"). The term of the Cobb Agreement expires on
July 6, 2004, unless sooner terminated pursuant to the terms of the Cobb
Agreement. Ms. Cobb's annual base salary, effective May 1, 2000 under the Cobb
Agreement is $300,000 ($U.S.), subject to adjustment from time to time by the
Company. In addition, Ms. Cobb is eligible to earn an annual bonus in an amount
up to 60% of her annual base salary, based upon achievement of objectives
determined by the Company from time to time. The Cobb Agreement also provides
for payment of severance in the amount of three years salary plus a bonus based
upon previous bonuses paid to Ms. Cobb in the event the Cobb Agreement is
terminated by the Company as a result of the death or disability of Ms. Cobb or
by Ms. Cobb for certain reasons. The Company and Ms. Cobb have also entered into
an agreement regarding change of control dated July 6, 1999 providing for the
acceleration of vesting of Ms. Cobb's options in the event of a change of
control of the Company.

The Company and Anthony R. Muller are parties to an employment agreement
dated September 29, 1999 (the "Muller Agreement"). The term of the Muller
Agreement expires on July 6, 2004, unless sooner terminated pursuant to the
terms of the Muller Agreement. Mr. Muller's annual base salary, effective May 1,
2000, under the Muller Agreement is $300,000, subject to adjustment from time to
time by the Company. In addition, Mr. Muller is eligible to earn an annual bonus
in an amount up to 60% of his annual base salary, based upon achievement of
objectives determined by the Company from time to time. The Muller Agreement
also provides for payment of severance in the amount of three years salary plus
a bonus based upon previous bonuses paid to Mr. Muller in the event the Muller
Agreement is terminated by the Company as a result of the death or disability of
Mr. Muller or by Mr. Muller for certain reasons. The Company and Mr. Muller have
also entered into an agreement regarding change of control dated March 4, 1998
providing for the acceleration of vesting of Mr. Muller's options in the event
of a change of control of the Company.

The Company and Michael C. Phillips are parties to an employment agreement
dated September 29, 1999 (the "Phillips Agreement"). The term of the Phillips
Agreement expires on July 6, 2004, unless sooner terminated pursuant to the
terms of the Phillips Agreement. Mr. Phillips' annual base salary, effective
July 1, 2000, under the Phillips Agreement is $260,000, subject to adjustment
from time to time by the Company. In addition, Mr. Phillips is eligible to earn
an annual bonus in an amount up to 45% of his annual base salary, based upon
achievement of objectives determined by the Company from time to time. The
Phillips Agreement also provides for payment of severance in the amount of two
years salary plus a bonus based upon previous bonuses paid to Mr. Phillips in
the event the Phillips Agreement is terminated by the Company as a result of the
death or disability of Mr. Phillips or by Mr. Phillips for certain reasons. The
Company and Mr. Phillips have also entered into an agreement regarding change of
control dated August 3, 1998 providing for the acceleration of vesting of Mr.
Phillips' options in the event of a change of control of the Company.

The Company and Dan E. Pettit are parties to an employment agreement dated
September 29, 1999 (the "Pettit Agreement"). The term of the Pettit Agreement
expires on July 6, 2004, unless sooner terminated pursuant to the terms of the
Pettit Agreement. Mr. Pettit's annual base salary under the Pettit Agreement is
$260,000, subject to adjustment from time to time by the Company. In addition,
Mr. Pettit is eligible to earn an annual bonus based upon achievement of
objectives determined by the Company from time to time. The Pettit Agreement
also provides for payment of severance in the amount of three years salary plus
a bonus based upon previous bonuses paid to Mr. Pettit in the event the Pettit
Agreement is terminated by the Company as a result of the death or disability of
Mr. Pettit or by Mr. Pettit for certain reasons. The Pettit Agreement was
amended by letter agreement dated August 29, 2000 providing for the reduction of
Mr. Pettit's employment with the Company to a half-time basis, with a
corresponding reduction in salary, pending Mr. Pettit's eventual retirement in
January 2001. For the fiscal year 2001, Mr. Pettit is not eligible to receive a
bonus.

15
<PAGE> 18

OPTION GRANTS IN LAST FISCAL YEAR

The following table set forth information regarding stock options granted
to the Named Executive Officers during the fiscal year ended June 30, 2000:

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED ANNUAL
NUMBER OF OPTIONS RATE OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR OPTION
UNDERLYING EMPLOYEES IN EXERCISE TERM(4)
OPTIONS FISCAL PRICE PER EXPIRATION ---------------------------
NAME GRANTED(1) YEAR(2) SHARE(3) DATE 5% 10%
---- ---------- ------------ --------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Kevin N. Kalkhoven......... 3,200,000 4.76% $20.986 7/5/07 $ 35,607,981 $ 81,938,889
Jozef Straus, Ph.D. ....... 9,613,328 14.31% $20.985 7/5/07 106,972,251 246,157,942
M. Zita Cobb............... 4,671,112 6.95% $20.985 7/5/07 51,977,771 119,608,040
Anthony R. Muller.......... 1,200,000 1.79% $20.985 7/5/07 13,352,993 30,727,083
Michael C. Phillips........ 800,000 1.19% $20.985 7/5/07 8,901,995 20,484,722
Dan E. Pettit.............. 800,000 1.19% $20.985 7/5/07 8,901,995 20,484,722
</TABLE>

---------------
(1) Except in the event of a change in control of the Company, options granted
become exercisable at the rate of 25% of the shares subject thereto one year
from the grant date and as to approximately 6.25% of the shares subject to
the option at the end of each three-month period thereafter such that the
option is fully exercisable four years from the grant date.

(2) Based on a total of 67,190,511 options granted to employees of the Company
in fiscal 2000, including the Named Executive Officers.

(3) The exercise price per share of options granted represented the fair market
value of the underlying shares of Common Stock on the date the options were
granted.

(4) The potential realizable is calculated based upon the term of the option at
its time of grant. It is calculated assuming that the stock price on the
date of grant appreciates at the indicated annual rate, compounded annually
for the entire term of the option, and that the option is exercised and sold
on the last day of its term for the appreciated stock price.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth certain information with respect to stock
options exercised by the Named Executive Officers during fiscal year ending June
30, 2000, including the aggregate value of gains on the date of exercise. In
addition, the table sets forth the number of shares covered by stock options as
of June 30, 2000, and the value of "in-the-money" stock options, which
represents the difference between the exercise price of a stock option and the
market price of the shares subject to such option on June 30, 2000.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES JUNE 30, 2000(#) JUNE 30, 2000($)(2)
ACQUIRED ON VALUE --------------------------- -----------------------------
NAME EXERCISE REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Kevin N. Kalkhoven... 2,407,184 $106,171,030 6,640,336 4,760,000 $782,568,954 $ 495,448,100
Jozef Straus,
Ph.D. ............. 1,079,644 24,915,989 508,044 10,828,752 53,856,603 1,076,269,702
M. Zita Cobb......... 800,368 18,301,182 218,120 5,088,128 23,627,676 505,175,428
Anthony R. Muller.... 627,062 16,993,525 447,938 2,125,000 51,239,188 224,785,375
Michael C.
Phillips........... 520,000 12,328,900 180,000 1,700,000 20,483,100 181,527,500
Dan E. Pettit........ 2,080,000 121,256,988 1,096,342 1,677,674 127,878,114 179,512,053
</TABLE>

---------------
(1) The value realized upon the exercise of stock options represents the
positive spread between the exercise price of stock options and the fair
market value of the shares subject to such options on the exercise date.

(2) The value of "in-the-money" stock options represents the positive spread
between the exercise price of options and the fair market value of the
underlying shares on June 30, 2000, which was $119.875.

16
<PAGE> 19

STOCK PERFORMANCE GRAPH

The following graph sets forth the Company's total cumulative stockholder
return as compared to Nasdaq Market Index, S&P 500 Index, and the peer group
chosen for the Company per group. The peer group consists of companies in the
markets in which the Company sells its products. The peer group is comprised of
the following companies: Ciena Corporation, Corning, Inc., E-TEK Dynamics,
Inc.(1), Harmonic, Inc., Lucent Technologies, Inc., Nortel Networks Corp., Ortel
Corporation(2) and SDL, Inc.(3)

The total stockholder return assumes $100 invested at the beginning of the
period in (a) Common Stock of the Company, (b) the Nasdaq Market Index, (c) S&P
500 Index and (d) the Peer Group of companies that, like the Company, (i) are
publicly-traded and (ii) are manufacturers of either laser or fiber optic
components, modules and other products for telecommunications applications.
Total return assumes reinvestment of dividends. Historical stock price
performance is not necessarily indicative of future price performance.

The Company has included the S&P 500 Index in the following graph as a
result of its inclusion in the Standard Poor's 500 Stock Index in July, 2000.

COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN ON COMPANY
COMMON SHARES, NASDAQ MARKET INDEX, S&P 500 INDEX AND COMPANY PEER GROUP

[PERFORMANCE GRAPH]<QC>
---------------
(1) E-TEK Dynamics, Inc. became a wholly-owned subsidiary of the Company as a
result of its merger with the Company which closed on June 30, 2000.

(2) Ortel Corporation became a wholly-owned subsidiary of Lucent Technologies,
Inc. as a result of its merger with Lucent Technologies, Inc. which closed
on May 18, 2000.

(3) On July 9, 2000, the Company announced the signing of a definitive agreement
to acquire SDL, Inc.

ASSUMES $100 INVESTED ON JUNE 30, 1994
ASSUMES DIVIDEND REINVESTED FISCAL YEAR ENDED JUNE 30, 2000

17
<PAGE> 20

PROPOSAL 2

AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

In , 2000, the Board of Directors unanimously approved an
amendment to the Company's Amended and Restated Certificate of Incorporation to
increase the aggregate number of shares of Common Stock which the Company is
authorized to issue from 3,000,000,000 to 6,000,000,000. No increase in the
number of authorized shares of Preferred Stock of the Company, currently
1,000,000 shares, is proposed or anticipated.

If approved by the Stockholders, the amendment will become effective upon
the filing of a Certificate of Amendment of Amended and Restated Certificate of
Incorporation with the Delaware Secretary of State. The amendment would change
paragraph 4.1 of Article 4 of the Company's Amended and Restated Certificate of
Incorporation to read in its entirety as follows:

"4.1. Authorized Capital Stock. The Corporation is authorized to issue
two classes of stock to be designated, respectively, 'Common Stock' and
'Preferred Stock.' The total number of shares which the Corporation is
authorized to issue is Six Billion One Million (6,001,000,000) shares. Six
Billion (6,000,000,000) shares shall be Common Stock, each having a par
value of one-tenth of one cent ($.001). One million (1,000,000) shares
shall be Preferred Stock, each having a par value of one-tenth of one cent
($.001)."

PURPOSE AND EFFECT OF THE AMENDMENT

As of , 2000, the Company had approximately shares of
Common Stock outstanding, including shares issuable upon exchange of the
Exchangeable Shares, and approximately shares reserved for future
issuance under the Company's stock incentive plans and employee stock plans, of
which, currently, approximately are covered by outstanding options and
approximately
million are available for grant or purchase. Based upon the foregoing number of
outstanding and reserved shares of Common Stock, the Company currently has
approximately shares remaining available for other purposes.

The Board of Directors believes that it is in the Company's best interests
to increase the number of authorized but unissued shares of Common Stock in
order to provide the Company with the flexibility to issue common stock for a
variety of corporate purposes the Board of Directors may deem advisable without
further action by the Company's Stockholders, unless required by law, regulation
or stock exchange rule. These purposes could include, among other things, the
sale of stock to obtain additional capital funds, the purchase of property, the
acquisition of other companies, the use of additional shares for various equity
compensation and other employee benefit plans of the Company or of acquired
companies, the declaration of future stock splits or distributions, and other
bona fide purposes.

Increasing the number of shares of Common Stock that the Company is
authorized to issue would give the Company additional flexibility to maintain a
reasonable stock price with future stock splits and stock dividends. The Company
on previous occasions has declared either a stock split or a stock dividend
functionally serving as a stock split. The last such action was a two-for-one
stock split of the Common Stock and Exchangeable Shares that was payable March
10, 2000. On July 9, 2000, the Company announced the signing of a definitive
agreement to acquire SDL, Inc., a Delaware corporation ("SDL"). The agreement
provides for the exchange of 3.8 shares of the Company's Common Stock for each
outstanding share of SDL common stock. The closing of the transaction is
anticipated to occur in the 4th calendar quarter of 2000, subject to certain
closing conditions, including the obtaining of required clearances under the
Hart-Scott-Rodino Antitrust Improvement Act, other governmental approvals and
the consent of SDL stockholders. Following completion of the transaction, SDL
will operate as a wholly-owned subsidiary of the Company. The shares of Common
Stock to be issued by the Company in connection with this acquisition may
include a portion of the shares authorized pursuant to this proposal. In the
event that this proposal is not approved, the

18
<PAGE> 21

Company anticipates closing the transaction with SDL, subject to the conditions
stated above, using shares of Common Stock currently available to the Company.

The Board of Directors believes that if an increase in the authorized
number of shares of Common Stock were postponed until a specific need arose, the
delay and expense incident to obtaining the approval of the Company's
Stockholders at that time could significantly impair the Company's ability to
consummate an acquisition, to meet financing objectives or other objectives or
to effect a stock dividend or stock split.

The Board of Directors believes that the proposed increase in authorized
Common Stock will make sufficient shares available for use pursuant to the
purposes described herein. Other than as specified above and as permitted or
required under the Company's employee benefit plans and under outstanding
options, warrants and other securities convertible into common stock, the
Company's management has no present arrangements, agreements, understandings or
plans for the use of the additional shares proposed to be authorized. No
additional action or authorization by the Company's Stockholders would be
necessary prior to the issuance of such additional shares, unless required by
applicable law or the rules of any stock exchange or quotation system on which
the Common Stock is then listed or quoted. The Company reserves the right to
seek a further increase in authorized shares from time to time in the future as
considered appropriate by the Board of Directors.

The additional shares of Common Stock authorized by the proposed amendment
would have the same rights and privileges as the shares of Common Stock
currently authorized and issued. Stockholders do not have preemptive rights
under the Company's Amended and Restated Certificate of Incorporation and will
not have such rights with respect to the additional authorized shares of Common
Stock. In addition, if the Board of Directors elects to issue additional shares
of Common Stock, such issuance could have a dilutive effect on the earnings per
share, voting power and shareholdings of current stockholders. Except for
certain transactions requiring stockholder approval under the Delaware General
Corporation Law, the Board of Directors may approve the issuance of authorized
shares of common stock at such times, to such persons and for all such
consideration as it determines without prior approval of or ratification by the
Stockholders.

POTENTIAL ANTI-TAKEOVER EFFECT

In the event Proposal 2 is approved, it could, under certain circumstances,
have an anti-takeover effect, although this is not the intention of this
Proposal. The increased number of authorized shares of Common Stock could
discourage, or be used to impede, an attempt to acquire or otherwise change
control of the Company. The private placement of shares of Common Stock into
"friendly" hands, for example, could dilute the voting strength of a party
seeking control of the Company. This proposal to increase the authorized Common
Stock has been prompted by business and financial considerations and not by the
threat of any effort by any person or group to obtain control of the Company.

Furthermore, many companies, including the Company, have issued warrants or
other rights to acquire additional shares of Common Stock to the holders of its
Common Stock to discourage or defeat unsolicited share accumulation programs and
acquisition proposals, which programs or proposals may be viewed by the Board of
Directors as not in the best interest of the Company and the Stockholders. Each
outstanding share of Common Stock includes one-eighth of a right to purchase
from the Company one unit, equal to one-hundredth of a share of the Company's
Series B Preferred Stock, at an purchase price of $600 per unit, subject to
adjustment, for each share of Common Stock held by the holder. Each outstanding
Exchangeable Share includes one-eighth of a right to purchase from the Company
one unit, equal to one-hundredth of an Exchangeable Share, at a purchase price
of $600 per unit, subject to adjustment, for each Exchangeable Share held by the
holder. The rights are attached to all certificates representing outstanding
shares of Common Stock and Exchangeable Shares, and no separate rights
certificates have been distributed.

19
<PAGE> 22

Although the Company has no present intention to use the additional
authorized shares of Common Stock for such purposes, if this Proposal is
adopted, more capital stock of the Company would be available for such purposes
than is currently available.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR APPROVAL OF PROPOSAL 2 TO AMEND THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

PROPOSAL 3

RATIFICATION OF INDEPENDENT AUDITORS

Ernst & Young LLP has served as the Company's independent auditors since
1987 and has been appointed by the Board of Directors to continue as the
Company's independent auditors for the Company's fiscal year ending June 30,
2001.

In the event the Stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the selection is ratified, the
Board of Directors in its discretion may direct the appointment of a different
independent auditing firm at any time during the year if the Board of Directors
believes that such a change would be in the best interests of the Company and
its Stockholders.

A representative of Ernst & Young LLP, expected to be present at the Annual
Meeting, will have the opportunity to make a statement if he or she desires to
do so, and will be available to respond to appropriate questions.

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP, AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE YEAR ENDING JUNE 30, 2001

STOCKHOLDER PROPOSALS

Requirements for Stockholder Proposals to be Brought Before an Annual
Meeting. For stockholder proposals to be considered properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
therefor in writing to the Secretary of the Company. To be timely for the 2001
Annual Meeting, a stockholder's notice must be delivered to or mailed and
received by the Secretary of the Company at the principal executive offices of
the Company, between , 2001 and , 2001. A stockholder's
notice to the Secretary must set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record address
of the stockholder proposing such business, (iii) the class and number of shares
of the Company which are beneficially owned by the stockholder, and (iv) any
material interest of the stockholder in such business.

Requirements for Stockholder Proposals to be Considered for Inclusion in
the Company's Proxy Materials. Stockholder proposals submitted pursuant to Rule
14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and intended to be presented at the Company's 2001 Annual Meeting of
Stockholders must be received by the Company not later than , 2001
in order to be considered for inclusion in the Company's proxy materials for
that meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and any persons who directly or indirectly hold more than ten
percent of the Company's Common Stock ("Reporting Persons") to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Reporting Persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.

20
<PAGE> 23

Based solely on its review of the copies of such forms received or written
representation from certain reporting persons for the 2000 fiscal year that no
such forms were required, the Company believes that during fiscal 2000, all
Reporting Persons complied with all applicable filing requirements on a timely
basis, except as follows: .

OTHER MATTERS

The Company knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters properly come before
the Annual Meeting, it is intended that proxies in the enclosed form will be
voted in respect thereof in accordance with the judgments of the persons voting
the proxies.

It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.

By Order of the Board of Directors,

/s/ ANTHONY R. MULLER
Anthony R. Muller
Secretary

October , 2000
San Jose, California

21
<PAGE> 24

[FORM OF FRONT OF PROXY CARD]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JDS UNIPHASE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 13, 2000

The undersigned hereby appoints JOZEF STRAUS, Ph.D and ANTHONY R.
MULLER, or either of them, each with the power of substitution, and hereby
authorizes each of them to represent and to vote as designated below all of the
shares of Common Stock of JDS Uniphase Corporation that the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 a.m.,
Pacific Standard Time on December 13, 2000 at the offices of the Company's
subsidiary, E-TEK Dynamics, Inc., located at 1865 Lundy Avenue, San Jose,
California, or any adjournment or postponement thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD
OF DIRECTORS AND FOR PROPOSALS 2 AND 3.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

<PAGE> 25

[FORM OF BACK OF PROXY CARD]

[X] Please mark your votes as indicated in this example.

1. Election of Class II Directors

<TABLE>
<CAPTION>
FOR EACH WITHHOLD AUTHORITY
NOMINEE FOR EACH NOMINEE
<S> <C>

[ ] [ ]

Nominees: Peter A. Guglielmi

Wilson Sibbett, Ph.D.

Robert E. Enos
</TABLE>

FOR, except vote withheld from the following nominee:

-----------------------------------------------------

<PAGE> 26

2. To approve an amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the number of shares of Common Stock which the
Company is authorized to issue from 3,000,000,000 to 6,000,000,000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to ratify the appointment of Ernst & Young LLP as the independent
auditors for the Company for the fiscal year ending June 30, 2001.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE.

SIGNATURE(S) DATED: , 2000
----------------------------------- --------------------

Please sign exactly as your name appears on this proxy card. If shares are held
jointly, each person should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.