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

(b) On October 24, 2008 Kevin Kennedy notified JDS Uniphase Corporation (the "Company") of his resignation as Chief Executive Officer and President of the Company, effective as of December 31, 2008. Mr. Kennedy will continue to serve as a member of the Board of Directors (the "Board") of the Company and will become Vice Chairman of the Board following the effective date of his resignation as Chief Executive Officer and President of the Company.

On October 28, 2008 the Company and David Gudmundson agreed that, effective October 28, 2008, Mr. Gudmundson's service as Executive Vice President and President, Optical Communications Products Group will cease and he will assume the new role of Vice President, Senior Advisor, Optical Technologies.

(e) On October 28, 2008 the Company and Mr. Gudmundson entered into an agreement (the "Gudmundson Agreement"), pursuant to which, effective November 9, 2008, Mr. Gudmundson's base salary will be changed to $200,000. Thereafter on January 4, 2009, Mr. Gudmundson's base salary will be $100,000. In addition, Mr. Gudmundson's target incentive opportunity under the Company's incentive plan (the "Plan") will be 35% of his base salary beginning with the second half of fiscal year 2009.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
10.22 Agreement for David Gudmundson executed October 28, 2008.

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