JDS UNIPHASE CORP /CA/, DEF 14A, 2000-10-26

JDS UNIPHASE CORP /CA/
DEF 14A, 2000-10-26
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:
[ ] Preliminary proxy statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] 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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(4) DATE FILED:
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[JDS Uniphase Logo]
210 BAYPOINTE PARKWAY
SAN JOSE, CALIFORNIA 95134

October 31, 2000

Dear Stockholder:

You are cordially invited to attend the 2000 Annual Meeting of Stockholders
(the "Annual Meeting") of JDS Uniphase Corporation to 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.

Details of the business to be conducted at the Annual Meeting are given in
the attached Proxy Statement and Notice of Annual Meeting of Stockholders.

It is important that your shares be represented at the Annual Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. YOU MAY ALSO VOTE VIA TELEPHONE OR INTERNET, AS OUTLINED ON THE
ENCLOSED PROXY CARD. 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.

In addition to the Annual Meeting in California, we will be hosting a
stockholder update in Ottawa, Ontario on Wednesday, January 31, 2001. The
meeting will be held in the Congress Hall Room of the Ottawa Congress Centre
located at 55 Colonel By Drive on Wednesday, January 31, 2001 from 2:00 p.m. to
4:00 p.m., Eastern Standard Time.

Please note that your proxy must be voted at the Annual Meeting on December
13, 2000. The meeting in Ottawa on January 31, 2001 is for informational
purposes only.

On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in our Company. We look forward to
seeing you at the Annual Meeting.

Sincerely,

JOZEF STRAUS SIGNATURE

Jozef Straus, Ph.D.

Co-Chairman and

Chief Executive Officer

JDS Uniphase Corporation

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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 approve an amendment to 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 approve an amendment to the Company's 1998 Employee Stock Purchase
Plan increasing the number of shares of the Company's Common Stock
reserved for issuance thereunder from 20,000,000 shares to 25,000,000
shares.

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

5. 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 31, 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 and exchangeable share 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. Proposals 3 and 4 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, 787,129,302 shares of Common Stock were issued and
outstanding, one share of the Company's Special Voting Stock was issued and
outstanding, and 173,155,536 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 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 on a properly executed
proxy, proxies from holders of Common Stock will be voted FOR Proposals 1, 2, 3
and 4. If a properly executed voting instruction card is not 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 Proposal 1 requiring a plurality
vote and Proposals 3 and 4 requiring the affirmative vote of a majority of the
Common Stock and the Special Voting Share, present and entitled to vote, 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, 3 and 4.

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 October 31, 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 $12,500 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,
director, 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 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 since May 1998. Mr.
Guglielmi is Executive Vice President of Tellabs, Inc., and served as its Chief
Financial Officer from 1988 through April 2000. From 1993 to 1997, he was also
President of Tellabs International, Inc. Prior to joining Tellabs, Inc., 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., Internet Communications Corp. and Digital LightWave, Inc.

Professor Sibbett has been a member of the Company's Board 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 from 1985 to 1994 was
Head of Department. Professor Sibbett is a Council-member of both the U.K.
Engineering and Physical Sciences Research Council ("EPSRC") and the Council of
the Central Laboratories of the U.K. Research Councils. He is the Co-Technical
Director of the Photonics Innovation Centre at the University of St. Andrews and
is also the Director of an EPSRC-funded multi-partner "Ultrafast Photonics
Collaboration" (based at the University of St. Andrews) that is targeted on
research developments in ultrafast datacomms.

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 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 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, 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 resigned as President and Chief
Operating Officer of the Company in May 2000 upon the appointment of Mr. Abbe to
those positions. 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

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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
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 in July 1999 upon 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. Guglielmi has been a member of the Company's Board since May 1998. Mr.
Guglielmi is Executive Vice President of Tellabs, Inc., and served as its Chief
Financial Officer from 1988 through April 2000. From 1993 to 1997, he was also
President of Tellabs International, Inc. Prior to joining Tellabs Inc., 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., Internet Communications Corp. and Digital LightWave, Inc.

Mr. Kaplan has been a member of the Company's Board since November 1997. In
May 2000, Mr. Kaplan was appointed as 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.

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Mr. MacNaughton joined the Company's Board in July 1999 upon the closing of
the JDS FITEL merger with the Company. 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 Leapfrog Capital
Corporation from April 1999 to August 1999. Mr. MacNaughton was President of
Nesbitt Burns Inc. and a 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.

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 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 13 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 9 times in fiscal 2000, consists of Bruce D.
Day, who serves as chairman, Peter A. Guglielmi, William J. Sinclair, and
Casimir S. Skrzypczak. 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 adopted and approved a charter for the Audit Committee in
December, 2000, a copy of which is attached hereto as Appendix A. The Board 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.

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<PAGE> 10

The Compensation Committee, which met 8 times in fiscal 2000, consists of
Peter A. Guglielmi, who serves as chairman, Robert E. Enos, Martin A. Kaplan,
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, 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 (post split) 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 (post
split) per share. Mr. Kaplan was also awarded options in May 2000 to purchase
10,000 shares of Common Stock at a price of $92.50 per share and in July 2000 to
purchase 10,000 shares of Common Stock at a price of $95.6875 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".

7
<PAGE> 11

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No interlocking relationship exists between any member of the Company's
Board 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.

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 16, 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 16, 2000, 786,649,432 shares of the Company's Common Stock
were outstanding, and as of the same date, 173,331,420 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
OF COMMON STOCK
BENEFICIALLY OWNED
-------------------------
NAME NUMBER PERCENTAGE
---- ----------- ----------
<S> <C> <C>
5% STOCKHOLDERS
FEJ Holding Inc.(1)......................................... 106,528,080 11.1%
c/o The Furukawa Electric Co. Ltd
61 Marunouchi 2-Chome
Chinyoclarku, Tokyo 100-8322
Japan
NAMED EXECUTIVE OFFICERS AND DIRECTORS
Kevin N. Kalkhoven(2)....................................... 5,193,864 *
William J. Sinclair(3)...................................... 3,621,682 *
Jozef Straus, Ph.D.(4)...................................... 2,268,109 *
Anthony R. Muller(5)........................................ 1,476,265
M. Zita Cobb(6)............................................. 1,112,523 *
Dan E. Pettit(7)............................................ 960,693 *
Michael C. Phillips(8)...................................... 487,792 *
Bruce D. Day(9)............................................. 402,543 *
Casmir S. Skrzypczak(10).................................... 344,666 *
Robert E. Enos(11).......................................... 343,015 *
Martin A. Kaplan(12)........................................ 309,403 *
Wilson Sibbett, Ph.D(13).................................... 236,666 *
Peter A. Guglielmi(14)...................................... 209,110 *
John A. MacNaughton(15)..................................... 136,111 *
Donald J. Listwin(16)....................................... 110,000 *
All directors and executive officers as a group (19
persons)(17).............................................. 20,119,631 2.1%
</TABLE>

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

(1) Includes 106,407,080 shares issuable upon exchange of the Exchangeable
Shares of JDS Uniphase Canada Ltd.

8
<PAGE> 12

(2) Includes 4,527,836 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000 .

(3) Includes 262,135 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000, 3,287,499 shares issuable
upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd., and
122,048 shares issuable upon exchange of the Exchangeable Shares of JDS
Uniphase Canada Ltd. which are held by the Joyce Sinclair Spousal Trust.

(4) Includes 2,267,922 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000.

(5) Includes 758,004 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000.

(6) Includes 1,111,518 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000.

(7) Includes 805,739 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000 and 75,920 shares held by
Kelly A. Pettit, Mr. Pettit's spouse.

(8) Includes 480,000 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000.

(9) Includes 390,343 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000 and 12,200 shares issuable
upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd.

(10) Includes 8,000 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000.

(11) Includes 330,815 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000 and 12,200 shares issuable
upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd.

(12) Includes 309,403 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000.

(13) Includes 236,666 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000.

(14) Includes 193,110 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000.

(15) Includes 106,111 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000 and 16,272 shares issuable
upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd.

(16) Includes 110,000 shares subject to stock options currently exercisable or
exercisable within 60 days of October 16, 2000.

(17) Includes 14,924,740 shares subject to stock options currently exercisable
or exercisable within 60 days of October 16, 2000, and 3,450,219 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

9
<PAGE> 13

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 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> 14

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.

In April 2000, the Company, on behalf of the Compensation Committee,
engaged an outside consultant, Hewitt Associates LLC, to assist the Company to,
among other things, establish appropriate compensation packages for its
executive officers. Hewitt Associates LLC provided comparative compensation data
from companies in the same or similar industries to assist the Compensation
Committee in establishing appropriate compensation for such officers. In
addition, 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 profitabil-

11
<PAGE> 15

ity, 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
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's 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

12
<PAGE> 16

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.

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 (the "1993 Plan") is structured so that any
compensation deemed paid to an executive officer when he or she exercises an
outstanding option under the 1993 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> 17

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.) 9,613,328
Co-Chairman and Chief Executive (480,000CDN) (409,536CDN)
Officer
M. Zita Cobb(6)........................ 2000 254,747(U.S.) 142,161(U.S.) 4,671,112
Executive Vice President, Strategy (375,000CDN) (209,269CDN)
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's 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 in 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's 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> 18

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 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's
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's 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's 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> 19

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> 20

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, the peer group chosen
by the Company for fiscal 1999 (the "Peer Group"), and the Nasdaq
Telecommunications Index. 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) Due to the Company's continued emphasis on products for
telecommunication markets and the fact that many of the companies in the
Company's Peer Group have or will be merged out of existence, the Company has
changed its industry index to represent more accurately the markets in which it
sells its products. Accordingly, for fiscal 2000, the Peer Group is being
replaced with the Nasdaq Telecommunications Index.

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, (d) the Nasdaq Telecommunications Index, and (e) 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.
The S&P 500 Index will replace the Nasdaq Market Index as the Company's broad
equity index for fiscal 2001.

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG JDS UNIPHASE CORPORATION, NASDAQ
MARKET INDEX, S&P 500 INDEX, NASDAQ TELECOMMUNICATIONS INDEX AND PEER GROUP
INDEX

[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
JDS UNIPHASE NASDAQ MARKET
CORPORATION PEER GROUP S&P 500 INDEX INDEX NEW PEER GROUP
------------ ---------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
6/30/1995 100.00 100.00 100.00 100.00 100.00
6/28/1996 332.16 136.78 126.00 125.88 124.13
6/30/1997 545.02 239.56 169.73 151.64 135.95
6/30/1998 1174.61 414.67 220.92 201.01 229.89
6/30/1999 3106.29 657.33 271.19 281.68 376.98
6/30/2000 17945.40 1059.82 290.85 423.84 420.00
</TABLE>

---------------
(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 JULY 1, 1995

ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDED JUNE 30, 2000

17
<PAGE> 21

PROPOSAL 2

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

In October 2000, the Board 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 October 16, 2000, the Company had approximately 959,980,952 shares of
Common Stock outstanding, including shares issuable upon exchange of the
Exchangeable Shares, and approximately 174,816,320 shares reserved for future
issuance under the Company's stock incentive plans and employee stock plans, of
which, currently, approximately 122,241,115 are covered by outstanding options
and approximately 52,575,205 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 785,164,632 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 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 Company anticipates closing the
transaction with SDL, subject to the conditions stated above, using shares of
Common Stock currently available to the Company.

18
<PAGE> 22

The Board 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 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.

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 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 may approve the issuance of authorized shares of
common stock at such times, to such persons and for 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 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.

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 RECOMMENDS

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

19
<PAGE> 23

PROPOSAL 3

APPROVAL OF AN AMENDMENT TO THE 1998 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE

On October 12, 2000, the Board approved an amendment to the Company's 1998
Employee Stock Purchase Plan (the "Plan") to increase the number of shares of
the Company's Common Stock available for issuance pursuant to the Plan by
5,000,000 shares, from 20,000,000 shares to 25,000,000 shares, subject to
Stockholder approval. The Company is seeking Stockholder approval of the
proposal to amend the Plan pursuant to Internal Revenue Service regulations.

Concurrently with the Board's approval of the Plan, the Company amended its
1999 Canadian Employee Stock Purchase Plan (the "Canadian Plan") on October 12,
2000 to increase the number of shares of the Company's Common Stock reserved for
issuance thereunder from 1,000,000 shares to 6,000,000 shares. Only Canadian
employees are eligible to participate in the Canadian Plan, and the Canadian
Plan is not intended to qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Code. The Canadian Plan is not subject to regulations of the
Internal Revenue Code governing amendments and may be amended by the Board
without Stockholder approval. Accordingly, the Company is not soliciting
Stockholder approval of the amendment to the Canadian Plan.

REASONS FOR THE AMENDMENT

The Plan is intended to enable the Company and its corporate affiliates to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to employees, and to promote the
success of the Company's business. The Company believes that the Plan also
increases Stockholder value by further aligning the interests of its employees
with the interests of the Company's Stockholders by providing an opportunity to
benefit from stock price appreciation that generally accompanies improved
financial performance. The Board believes that the Company's long term success
is dependent upon the ability of the Company and its corporate affiliates to
attract and retain superior individuals who, by virtue of their ability and
qualifications, make important contributions to the Company and its corporate
affiliates.

As of October 16, 2000, a total of 1,238,157 shares have been purchased by
employees under the Plan and 18,761,843 remain available for future issuance.
Because the Plan is an important component of the Company's competitive
compensation package, the Company believes that the Plan should be amended so
that there is a sufficient number of shares available for future purchases.

PLAN BENEFITS

The benefits to be received pursuant to the Plan by executive officers and
employees of the Company and its corporate affiliates are not determinable at
this time because such benefits are based upon each individual's determination
of whether or not to participate in the Plan and to what extent.

A general description of the principal terms of the Plan is set forth
below. This description is qualified in its entirety by the terms of the Plan.

GENERAL DESCRIPTION

In 1988 the Board adopted, and in June 1998, the Stockholders approved, the
Plan. An aggregate of 1,000,000 shares of the Company's Common Stock were
originally reserved for issuance under the Plan and made available for purchase
thereunder, subject to adjustment in the event of a stock split, stock dividend
or other similar change in the Common Stock or the capital structure of the
Company. In 1999 the Board approved, and in June 1999, the Stockholders approved
an amendment to the Plan increasing the number of shares of the Company's Common
Stock reserved for issuance thereunder from 1,000,000 shares to 2,500,000
shares. In August 1999, December 1999, and March 2000, respectively, the Company
completed two-for-one-stock splits of its Common Stock and Exchangeable Shares,
in each case effected as a 100% stock dividend, thus increasing the number of
shares then reserved for issuance under the Plan to 5,000,000, 10,000,000 and
20,000,000, respectively.

20
<PAGE> 24

The purpose of the Plan is to provide employees of the Company and its
corporate affiliates who participate in the Plan with an opportunity to purchase
shares of the Company's Common Stock through payroll deductions. The Plan, and
the right of participants to make purchases thereunder, is intended to qualify
as an "Employee Stock Purchase Plan" under the provisions of Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the
Plan shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code. Employees of the
Company and its corporate affiliates are eligible to participate in the Plan.
Non-employee Directors are not eligible to participate. As of October 16, 2000,
the number of executive officers and employees of the Company and its corporate
affiliates eligible to participate in the Plan was approximately 10,000 persons.

The Plan can be administered by the Board or a Committee that the Board
appoints. The Plan is presently administered by the Board (the "Plan
Administrator"). The Board determines questions of interpretation or application
of the Plan and its decisions are final and binding on all participants. No
charge for administrative or other costs may be made against the payroll
deductions of a participant. Board members receive no additional compensation
for their services in administering the Plan.

Any person who is employed by the Company or any corporate affiliate
designated by the Board for more than 20 hours per week and more than five
months in a calendar year is eligible to participate in the Plan provided that
the employee is employed on the first day of a Purchase Period (as defined
below) and subject to certain limitations imposed by Section 423(b) of the Code.
Eligible employees become participants in the Plan by delivering to the Company
a purchase agreement and payroll deduction authorization prior to the
commencement of the applicable Purchase Period.

Shares of the Company's Common Stock are offered for purchase through a
series of successive or overlapping purchase periods (the "Purchase Periods"),
each of a duration (not to exceed twenty-four months) to be determined by the
Board. Each eligible employee who elects to participate in the Plan for a
particular Purchase Period is granted a purchase right on the first day of that
Purchase Period. The purchase right will entitle the participating employee to
specify a level of payroll deduction (between 1% and 10% of compensation) to be
in effect on each pay day during the Purchase Period, and the amount of these
periodic deductions will be applied to the purchase of the shares of the
Company's Common Stock on each purchase date.

Outstanding purchase rights will be automatically exercised in (i)
successive quarterly installments on the last day of each fiscal quarter, in the
case of quarterly purchase dates, or (ii) successive semi-annual installments on
the last day of each alternate fiscal quarter, in the case of semi-annual
purchase dates. The purchase right will be exercised by applying the amount
credited to the employee's account to the purchase of whole shares of the
Company's Common Stock on each quarterly or semi-annual purchase date. The
purchase price per share will be the lesser of (i) 85% of the fair market value
per a share of the Company's Common Stock on the date the Purchase Period begins
or (ii) 85% of the fair market value per a share of the Company's Common Stock
on the date the purchase right is exercised. The fair market value per share of
the Company's Common Stock on any relevant date under the Plan will be the mean
of the highest bid and the lowest asked prices (or, if not available the closing
selling price per share) on that date, as reported on the Nasdaq National
Market, or the closing selling price on such date on such other exchange on
which shares of the Company's Common Stock are traded.

Notwithstanding the foregoing, (i) no employee will be permitted to
subscribe for shares under the Plan if, immediately after the grant of the
option, the employee would own 5% or more of the voting power or value of all
classes of stock of the Company or any of its corporate affiliates (including
stock which may be purchased under the Plan or pursuant to any other option),
(ii) no employee shall be granted an option which would permit the employee to
buy pursuant to the Plan more than $25,000 worth of stock (determined at the
fair market value of the shares at the time the option is granted) in any
calendar year, and (iii) employees shall not be permitted in any Purchase Period
to purchase more than 5,000 shares.

A participant may decrease the rate of his or her payroll deduction for the
remainder of a Purchase Period by filling out the appropriate form and
delivering it to the Plan Administrator. The reduced rate will become effective
as soon as practicable following the filing of such form. Each participant shall
be permitted such a

21
<PAGE> 25

rate reduction only four times 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 designates a different rate (up to the
10% maximum) by filing the appropriate form with the Plan Administrator. The new
rate will become effective for the first Purchase Period commencing after the
filing of such form.

A participant's interest in a given Purchase Period may be terminated in
whole, but not in part, by signing and delivering to the Plan Administrator the
prescribed notification form for withdrawal from the Purchase Plan. Such
withdrawal may be elected at any time prior to the end of the applicable
Purchase Period. Any withdrawal by the participant of accumulated payroll
deductions for a given Purchase Period automatically terminates the
participant's interest in that Purchase Period. The failure to remain in the
continuous employ of the Company (or a corporate affiliate) for more than 20
hours per week and more than five months in a calendar year during a Purchase
Period will be deemed to be a withdrawal from that Purchase Period.

No rights or accumulated payroll deductions of a participant under the Plan
may be pledged, assigned or transferred for any reasons and any such attempt may
be treated by the Company as an election to withdraw from the Plan.

The Plan may be amended at any time by the Company's Board, although
certain amendments would require Stockholder approval. The Plan will terminate
on the earlier of August 1, 2008 or on the date on which all shares available
under the Plan have been sold, unless earlier terminated by the Company's Board.

CERTAIN FEDERAL TAX CONSEQUENCES

The following discussion summarizes certain tax considerations for
participants in the Plan and certain tax effects to the Company. State and local
tax consequences may differ.

Amounts deducted from a participant's pay under the Plan are part of the
employee's regular compensation and remain subject to federal, state and local
income and employment withholding taxes. A participant will not recognize any
additional income at the time the participant elects to participate in the Plan,
or purchases shares of the Company's Common Stock under the Plan.

If a participant disposes of his or her shares of Common Stock purchased
pursuant to the Plan within two (2) years after the first day of the Purchase
Period or within one (1) year of the purchase of shares of the Company's Common
Stock (the "Minimum Holding Period"), the participant will recognize, for
federal tax purposes, ordinary compensation income at the time of disposition of
the shares of Common Stock in an amount equal to the excess of the fair market
value of shares of the Common Stock on the day the shares of Common Stock were
purchased over the purchase price the participant paid for the shares of Common
Stock. This amount may be subject to withholding for taxes. In addition, a
participant generally will recognize a capital gain or loss in an amount equal
to the difference between the amount realized upon the disposition of the shares
of Common Stock and the participant's basis in the stock (that is, the purchase
price plus the amount taxed as compensation income).

If a participant disposes of his or her shares of Common Stock purchased
pursuant to the Plan at any time after the Minimum Holding period, the
participant will recognize, for federal tax purposes, ordinary compensation
income at the time of such disposition in an amount equal to the lesser of (a)
the excess (or zero if there is no excess) of the fair market value of his or
her shares of Common Stock at the time of such disposition over the amount paid
for his or her shares of Common Stock, or (b) 15% of the fair market value of
his or her shares of Common Stock on the first day of the Purchase Period. In
addition, the participant generally will recognize a capital gain or loss in an
amount equal to the difference between the amount realized upon the disposition
of his or her shares of Common Stock and the participant's basis in the stock
(that is, the purchase price plus the amount, if any, taxed as compensation
income).

Although the amount deducted from a participant's pay under the Plan
generally are tax-deductible business expenses of the Company, the Company
generally will not be allowed any additional deduction by reason of a
participant's purchase of shares of Common Stock under the Plan. However, if a
participant disposes of his or her shares of Common Stock purchased pursuant to
the Plan within the Minimum Holding Period, the Company should be entitled to a
deduction in an amount equal to the compensation income

22
<PAGE> 26

recognized by the participant. If a participant disposes of shares of Common
Stock purchased under the Plan after the Minimum Holding Period, the Company
will not receive any deduction for federal income tax purposes with respect to
shares of the Company's Common Stock.

THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED AMENDMENT TO THE 1998
EMPLOYEE STOCK PURCHASE PLAN

PROPOSAL 4

RATIFICATION OF INDEPENDENT AUDITORS

Ernst & Young LLP has served as the Company's independent auditors since
1987 and has been appointed by the Board 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 in its discretion may direct the appointment of a different independent
auditing firm at any time during the year if the Board 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 not less than 30 days nor more than 60 days prior to the meeting;
provided however that in the event less than 40 days notice or prior public
disclosure of the date of the meeting is made or given to the stockholders,
notice by the stockholder to be on time must be received not later than the
close of business on the tenth day following the day on which such notice of the
meeting was mailed or such public disclosure was made. 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 July 15, 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
23
<PAGE> 27

Commission ("SEC"). Reporting Persons are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

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.

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.

FORM 10-K ANNUAL REPORT

UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, JDS UNIPHASE CORPORATION,
210 BAYPOINTE PARKWAY, SAN JOSE, CALIFORNIA 95134. THE COMPANY WILL PROVIDE
WITHOUT CHARGE TO EACH PERSON SOLICITED A COPY OF THE 2000 REPORT ON FORM 10-K,
INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES FILED
THEREWITH.

By Order of the Board of Directors,

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

October 31, 2000

San Jose, California

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APPENDIX A

AUDIT COMMITTEE CHARTER

DECEMBER 1999

ORGANIZATION

There shall be a committee of the board of directors to be known as the
audit committee. The audit committee shall be comprised of directors who are
independent of the management of the Company and are free of any relationship
that, in the opinion of the board of directors, would interfere with their
exercise of independent judgment as committee members.

STATEMENT OF POLICY

The audit committee shall provide assistance to the directors in fulfilling
their responsibility to the stockholders, potential stockholders, and investment
community relating to corporate accounting, reporting practices of the company,
and the quality and integrity of financial reports of the company. In so doing,
it is the responsibility of the audit committee to maintain free and open
communication between the directors, the independent auditors, the internal
auditors, and the financial management of the Company.

RESPONSIBILITIES

In carrying out its responsibilities, the audit committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and stockholders that the
corporate accounting and reporting practices of the Company are in accordance
with all requirements and are of the highest quality.

In carrying out these responsibilities, the audit committee will:

- Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the company and its
divisions and subsidiaries.

- Review and concur with management's appointment, termination or
replacement of the director of internal audit.

- Meet with the independent auditors and financial management of the
Company to review the Company's quarterly results and the associated
press release.

- Meet with the independent auditors and financial management of the
Company to review the Company's annual financial statements prior to
their submission to directors for review and signature.

- Meet with the independent auditors and financial management of the
Company to review the scope of the proposed audit for the current year
and the audit procedures to be utilized, the adequacy of the independent
auditor's compensation, and at the conclusion thereof review such audit,
including any comments or recommendations of the independent auditors.

- Review with the independent auditors, the Company's internal auditor, and
financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the Company, and elicit any
recommendations for the improvement of such internal controls or
particular areas where new or more detailed controls or procedures are
desirable. Particular emphasis should be given to the adequacy of
internal controls to expose any payments, transactions, or procedures
that might be deemed illegal or otherwise improper. Further, the
committee periodically should review Company policy statements to
determine their adherence to the code of conduct.

- Review reports received from regulators and other legal and regulatory
matters that may have a material effect on the financial statements or
related Company compliance policies.

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- Review the internal audit function of the Company including the
independence and authority of its reporting obligations, the proposed
audit plans for the coming year, and the coordination of such plans with
the independent auditors.

- Inquire of management, the internal auditor, and the independent auditors
about significant risks or exposures and assess the steps management has
taken to minimize such risks to the Company.

- Receive from time-to-time a summary of findings from completed internal
audits and a progress report on the proposed internal audit plan, with
explanations for any deviations from the original plan.

- Review the financial statements contained in the annual report to
stockholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the shareholders.
Any changes in accounting principles should be reviewed.

- Review with financial management and the independent auditors the results
of their timely analysis of significant financial reporting issues and
practices, including changes in, or adoptions of, accounting principles
and disclosure practices. Also review with financial management and the
independent auditors their qualitative judgments about the
appropriateness, not just acceptability, of accounting principles and
financial disclosure practices used or proposed to be used, and
particularly, the degree of aggressiveness or conservatism of the
organization's accounting principles and underlying estimates.

- Provide sufficient opportunity for the internal and independent auditors
to meet with the members of the audit committee without members of
management present. Among the items to be discussed in these meetings are
the independent auditors' evaluation of the Company's financial,
accounting, and auditing personnel, and the cooperation that the
independent auditors received during the course of audit.

- Review accounting and financial human resources and succession planning
within the Company.

- Report the results of the annual audit to the board of directors. If
requested by the board, invite the independent auditors to attend the full
board of directors meeting to assist in reporting the results of the
annual audit or to answer other directors' questions (alternatively, the
other directors, particularly the other independent directors, may be
invited to attend the audit committee meeting during which the results of
the annual audit are reviewed).

- Review the nature and scope of other professional services provided to
the Company by the independent auditors and consider the relationship to
the auditors' independence.

- Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with, the board of
directors.

- Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.

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JDS UNIPHASE CORPORATION
1998 EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED OCTOBER 12, 2000

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").

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 individual's 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 Participant's gross income
under Code Sections 402(e)(3) or 125) made on the Participant's 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

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become a Participating Company in the Plan after such applicable date, then such
entity shall designate a 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.

Quarter means any three-month period commencing August 1, November 1
February 1 or May 1, during each calendar year during the term of the Plan.

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.

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 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 in accordance with Article X
or Article XI.

(b) The Plan shall be implemented in a series of overlapping purchase
periods, each to be of such duration (not to exceed twenty-four (24) months per
purchase period) as

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<PAGE> 32

determined by the Plan Administrator prior to the commencement date of the
purchase period. The initial purchase period will begin on the Effective Date
and subsequent purchase periods will commence, at the Plan Administrator's
discretion, either on the first day of each succeeding Quarter or of each
alternate succeeding Quarter. Accordingly, either four (4) or two (2) separate
purchase periods may commence in each subsequent calendar year during which the
Plan remains in existence. The Plan Administrator shall have the authority to
change the length of any purchase period by announcement at least thirty (30)
days prior to the commencement of such purchase period and to determine whether
subsequent purchase periods shall be consecutive or overlapping. A purchase
period may be terminated by the Plan Administrator on any date of exercise if
the Plan Administrator determines that the termination of the purchase period is
in the best interests of the Company and its stockholders.

(c) 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 in (i) successive quarterly installments on the last day of each
Quarter such purchase right remains outstanding, in the case of quarterly
purchase periods, or (ii) successive semi-annual installments on the last day of
each alternate Quarter such purchase right remains outstanding, in the case of
semi-annual purchase periods.

(d) An Employee may participate in only one purchase period at a time.
Accordingly, an Employee who wishes to join a new purchase period must withdraw
from the current purchase period in which he/she is participating and must also
enroll in the new purchase period prior to the commencement date for that
period.

(e) 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.

(f) 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 Company's 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 Employee's 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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<PAGE> 33

(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 four (4) times 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
Participant's purchase right in accordance with Section VII(d) or (e) below.

VI. STOCK SUBJECT TO PLAN

(a) The Stock purchasable by Participants under the Plan shall, solely
in the Board's 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 25,000,000 shares (subject to adjustment under Section VI(b)).

(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.

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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 dates designated
by the Plan Administrator 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) 85% of the fair market value of a share of Stock on the date on which the
purchase right is granted or (ii) 85% of the fair market value of a share of
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 on such date, as officially quoted on the principal
exchange on which the Stock is at the time traded or, if not traded on any
exchange, the mean of the highest bid and the lowest asked prices (or, if such
information is available, the closing price per share) of the Stock on such
date, as reported on the NASDAQ system. If there are no sales of Stock on such
day, then the closing selling price (or, to the extent applicable, the mean of
the highest bid and lowest asked prices) for the Stock on the next preceding day
for which there do exist such quotations shall be determinative of fair market
value.

(b) Number of Purchasable Shares. The number of shares purchasable by a
Participant on any particular purchase date shall be the number of whole shares
obtained by dividing the amount collected from the Participant through payroll
deductions during the quarterly or semi-annual period beginning with the start
of the purchase period or the most recent purchase date in the same purchase
period (whichever is applicable), together with any amount carried over from the
preceding purchase date in the same 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 5,000 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 Participant's 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
Participant's individual account under the Plan, but no interest shall be paid
on the balance from time to time

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<PAGE> 35

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 Participant's 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 quarterly or semi-annual period in which the
Participant dies or becomes permanently disabled, to (i) withdraw all of the
funds in the Participant's payroll account at the time of his/her cessation of
Employees status or (ii) have such funds held for purchase of shares of Stock on
the purchase date. In no event, however, shall any further payroll deductions be
added to the Participant's account following his/her cessation of Employee
status.

For purposes of the Plan: (a) a Participant shall be considered to be an
Employee for so long as such Participant remains in the employ of the Company or
any other Participating Company under the Plan and (b) 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 in a series of successive installments as provided in Section IV(c).
The exercise shall be effected by applying the amount credited to the
Participant's account on the last date of the Quarter, in the case of a purchase
period in which purchases are effected quarterly, or the last

6
<PAGE> 36

date of the alternate Quarter, in the case of a purchase period in which
purchases are effected semi-annually, 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 Participant's account after such exercise shall be
held for the purchase of Stock on the next quarterly or semi-annual purchase
date within the purchase period; provided, however, that any 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 and any amount not applied to
the purchase of stock by reason by the Section VII(b) limitations on the maximum
number of purchasable shares shall be refunded promptly after the quarterly or
semi-annual purchase date.

(g) Proration of Purchase Rights. Should the total number of shares of
Stock which are to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and any amounts
credited to the accounts of Participants shall, to the extent not applied to the
purchase of Stock, be refunded to the Participants.

(h) 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
Participant's 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.

A Participant shall be entitled to receive, as soon as practicable after
the date of each purchase, stock certificates for the number of shares purchased
on the Participant's behalf.

(i) 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.

(j) 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).

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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 in a series of successive quarterly or semi-annual
installments as and when the purchase right first becomes exercisable
for each installment as provided in Section IV(c).

(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.

(iii) If by reason of the Section VIII(a) limitations, the
Participant's outstanding purchase right does not accrue for a
particular purchase date of any purchase period, then the payroll
deductions which the Participant made during that quarterly or
semi-annual 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

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<PAGE> 38

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 Company's obligation to deliver
shares to the Participant upon the exercise of any outstanding purchase right
shall be subject to the Participant's satisfaction of all applicable federal,
state and local income and employment 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 quarterly or
semi-annual 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 quarterly or semi-annual purchase date. Should the Company elect to
exercise such right, 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, 2008 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 person's employment may be terminated at any time,
with or without cause.

(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

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<PAGE> 39

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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[FORM OF FRONT OF PROXY CARD]

ELECTRONIC DISTRIBUTION

If you would like to receive future JDS Uniphase Corporation proxy statements
and annual reports electronically, please visit http://www.investpower.com.
Next, click on "Enroll to receive mailings via e-mail" to enroll. Please refer
to the company number and account number on top of the reverse side of this
card.

ANNUAL MEETING OF STOCKHOLDERS

JDS Uniphase Corporation's Annual Meeting of Stockholders will be held at 10:00
a.m. on December 13, 2000, at the offices of the Company's subsidiary, E-TEK
Dynamics, Inc., located at 1865 Lundy Avenue, San Jose, California. Please see
your proxy statement for instructions should you wish to attend the meeting.

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 on the reverse side 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, 3 AND 4.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

<PAGE> 41

[FORM OF BACK OF PROXY CARD]

PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF STOCKHOLDERS
JDS UNIPHASE CORPORATION

December 13, 2000

[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> 42

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 shares to 6,000,000,000
shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. To approve an amendment to the Company's 1998 Employee Stock Purchase Plan
increasing the number of shares of the Company's Common Stock reserved for
issuance thereunder from 20,000,000 shares to 25,000,000 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. 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.

<PAGE> 43

ANNUAL MEETING OF STOCKHOLDERS OF

JDS UNIPHASE CORPORATION

CO. #______________________ DECEMBER 13, 2000 ACCT. # ________________

PROXY VOTING INSTRUCTIONS

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED, AND RETURNED YOUR PROXY
CARD. JDS UNIPHASE CORPORATION ENCOURAGES YOU TO USE EITHER OF THESE
COST-EFFECTIVE AND CONVENIENT WAYS OF VOTING.

TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)

PLEASE CALL TOLL-FREE 1-800-PROXIES (1-800-776-9437) AT ANY TIME AND FOLLOW THE
INSTRUCTIONS. HAVE YOUR CONTROL NUMBER AND THE PROXY CARD AVAILABLE WHEN YOU
CALL.

TO VOTE BY INTERNET AT ANY TIME

PLEASE ACCESS THE WEB PAGE AT www.voteproxy.com AND FOLLOW THE ON-SCREEN
INSTRUCTIONS. HAVE YOUR CONTROL NUMBER AVAILABLE WHEN YOU ACCESS THE WEB PAGE.

TO VOTE BY MAIL

PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE. IF YOU ARE VOTING BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL
YOUR PROXY CARD.

YOUR CONTROL NUMBER IS [ ]

PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED.

A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

FOR EACH WITHHOLD AUTHORITY
NOMINEE FOR EACH NOMINEE

1. Election of Class II Directors [ ] [ ]

FOR, EXCEPT VOTE WITHHELD FROM THE NOMINEES: Robert E. Enos
FOLLOWING NOMINEE: Peter A. Guglielmi
Wilson Sibbett, Ph.D.

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

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. To approve an amendment to the Company's 1998 Employee Stock Purchase Plan
increasing the number of shares of the Company's Common Stock reserved for
issuance thereunder from 20,000,000 shares to 25,000,000 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. 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____________________ SIGNATURE___________________ DATE__________, 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.