(e) As reported in JDS Uniphase Corporation's (the "Company") Current Report filed on October 29, 2008, Kevin Kennedy notified the Company of his resignation as Chief Executive Officer and President of the Company, effective as of December 31, 2008. On December 5, 2008, the Company and Mr. Kennedy entered into an agreement (the "Transition Agreement"), pursuant to which, within seven days of the termination of Mr. Kennedy's service as Chief Executive Officer and President, the Company will provide Mr. Kennedy with a payment in the amount of $400,000.

Additionally, on December 5, 2008, the Company and Mr. Kennedy entered into a consulting agreement (the "Transitional Consulting Agreement") which, pursuant to its terms, will commence on January 1, 2009 and terminate on December 31, 2009. In exchange for certain transition and support services, Mr. Kennedy will be paid consulting fees of $800,000 pursuant to the terms of the Transitional Consulting Agreement, payable in equal monthly installments each calendar month of 2009.

(d) Exhibits.

Exhibit No.       Description
     10.23        Transition Agreement between JDS Uniphase Corporation
                  and Kevin Kennedy executed on December 5, 2008.
     10.24        Transitional Consulting Agreement between JDS
                  Uniphase Corporation and Kevin Kennedy executed on
                  December 5, 2008.