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

(e) On November 12, 2008, the stockholders of JDS Uniphase Corporation (the "Company") approved amendments to its Amended and Restated 2003 Equity Incentive Plan (the "Plan"). The Plan was originally approved by the Company's stockholders in November 2003 and was last amended with stockholder approval in November 2006.

The purpose of the Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company by offering them an opportunity to participate in the Company's future performance.

The first amendment to the Plan increased by 12,000,000 the maximum number of shares of the Company's Common Stock that may be issued under the Plan. The second amendment to the Plan increased to 1,000,000 the maximum number of shares for which awards may be granted to any employee in any fiscal year. Finally, the Stockholders reapproved the eligibility requirements for participation in the Plan, the maximum numbers of shares for which awards may be granted to an employee in any fiscal year, as described above, and the business criteria upon which the vesting of awards of performance shares, performance units and certain awards of restricted stock and restricted stock units may be based.

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