8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 7, 2007

Bookham, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-30684	20-1303994
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2584 Junction Avenue, San Jose, California	95134
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 383-1400

Not Applicable.

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

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

     On May 7, 2007, Bookham, Inc. (the “Registrant”) entered into a letter agreement (the “Agreement”) with Peter F. Bordui with respect to his employment as interim President and Chief Executive Officer of the Registrant. The Agreement, which may be terminated by either party with 30 days prior written notice, provides for an annualized salary of $500,000 for the one-year period commencing on February 13, 2007, subject to adjustment as determined by the Registrant’s board of director. The foregoing description of the Agreement is qualified in its entirety by the full text of the Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

     See Exhibit Index attached hereto.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOOKHAM, INC.
Date: May 11, 2007	By:	/s/ Stephen Abely
		Stephen Abely
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter Agreement, dated May 7, 2007, between Bookham, Inc. and Peter Bordui.

EX-99.1

Exhibit 99.1

May 7, 2007

Dear Peter:

     This letter agreement (the “Letter Agreement”) sets forth the terms on which you and Bookham, Inc. (the “Company”) agree that you will be employed by the Company as interim President and Chief Executive Officer.

     1. Role and Period. The Company agrees to retain your services as interim President and Chief Executive Officer commencing on February 13, 2007 (the “Commencement Date”) until your employment is terminated as provided herein. You shall be subject to the supervision of, and shall have such authority as is delegated to you by, the Board of Directors of the Company (the “Board”).

     2. Salary. Your annualized salary shall be $500,000 (based on a $2.00 = £1.00 conversion ratio on the original agreement of £250,000) for the one-year period commencing on the Commencement Date. Such salary shall be subject to adjustment as determined by the Board. Your salary will be paid in periodic installments in accordance with the Company’s customary payroll practices and will be wired on a monthly basis to the account you designate. In addition, the Company will pay any United States social security taxes that are imposed on you with respect to such salary, as well as any additional US income and employment taxes imposed on you as a result of the payment by the Company of such taxes on your behalf.

     3. Location. You shall work at various locations as required by the Company; provided that it is anticipated that approximately 20% of your working hours shall be conducted in the United States.

     4. Expenses. The Company shall reimburse you for all reasonable business expenses incurred or paid by you in connection with the performance of your services hereunder, in accordance with expense reimbursement policies of the Company and your presentation of appropriate documentation.

     5. Existing Agreements. This Agreement shall not affect any rights you have under the Indemnification Agreement, dated October 26, 2005, between you and the Company or under any restricted stock or stock option agreements in effect on the date hereof between you and the Company.

     6. Termination. Either you or the Company may terminate your employment upon 30 days’ prior written notice to the other party or the Company may do so effective immediately upon written notice to you for Cause. “Cause” shall mean any (i) willful failure by you, which failure is not cured within 30 days of written notice to you from the Company, to perform your

material responsibilities to the Company or (ii) willful misconduct by you which materially and adversely affects the business reputation of the Company.

     7. Taxes. All payments to be made to you under this Letter Agreement shall be subject to any required withholding of federal, state, local and cantonal income and/or social taxes.

     8. Survival. In case any provision of this Letter Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

     9. Notices. All notices required or permitted under this Letter Agreement shall be in writing and shall be deemed effective upon (i) personal delivery, (ii) four business days after being sent by registered or certified mail, postage prepaid, return receipt requested, or (iii) one business day after being sent for one business day delivery, fees prepaid, via a reputable international overnight courier service, in the case of (ii) or (iii), addressed to the other party at the address shown above (and, in the case of any notice to the Company, with a copy to John A. Burgess, Esq., Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109), or at such other address or addresses as either party shall designate to the other in accordance with this Section 9.

     10. Governing Law. This Letter Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of California, without giving effect to conflict of laws provisions.

     11. Successors and Assigns. This Letter Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns; provided that your obligations as an employee of the Company are personal and shall not be assigned by you.

     12. Entire Agreement. This Letter Agreement represents the entire agreement between the parties regarding the subject matter hereof.

[Remainder of Page Intentionally Left Blank]

     IN WITNESS WHEREOF, the parties hereto have executed this Letter Agreement as of the day and year set forth above.

BOOKHAM, INC.
By:	/s/ W. Arthur Porter
	Name:
	Title:
EMPLOYEE:
/s/ Peter Bordui
Peter Bordui