Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On April 15, 2008, Carl DeWilde, Executive Vice President, Global Sales, Services and Strategy announced his resignation as an officer of the Company and his intent to retire from the Company on May 30, 2008. Mr. DeWilde has indicated his willingness to stay on through August 8, 2008 to assist the Company transition his duties and responsibilities. Mr. DeWilde's compensation generally will continue unchanged during the transition period. Pursuant to an agreement with the Company and upon his retirement, Mr. DeWilde will be paid $333,666. None of Mr. DeWilde's outstanding equity awards (restricted stock units and stock options) will accelerate.

The foregoing description of the agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 28, 2008.

Item 8.01 Other Events

In connection with Mr. DeWilde's resignation and ultimate retirement Tellabs is launching a search for Carl's successor. With Carl's departure, Tellabs will also begin a search for a Chief Technology Officer.

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