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): July 10, 2007

Bookham, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-30684	20-1303994
(State or Other Juris- diction 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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

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

     On July 10, 2007, Bookham, Inc. (the “Registrant”) entered into an Employment Agreement (the “Employment Agreement”) with Alain Couder with respect to his employment as President and Chief Executive Officer of the Registrant, effective August 13, 2007.

     In connection with Mr. Couder’s appointment as President and Chief Executive Officer, effective August 13, 2007, Peter Bordui will cease serving as interim President and Chief Executive Officer of the Registrant, continuing in his role as Chairman of the board of directors of the Registrant.

     Mr. Couder will be entitled to receive an initial base salary at an annualized rate of $500,000 and will be eligible for a yearly bonus of up to 100% of his base salary, subject to achievement of individual and company performance targets.

     Pursuant to the Employment Agreement, on August 13, 2007, Mr. Couder will receive a grant of options to purchase 475,000 shares of common stock of the Registrant which will vest as to 25% of the shares on the first anniversary of the grant date and in equal monthly installments for the following three years and which will have a per share exercise price equal to the fair market value of the Registrant’s common stock on August 13, 2007. On August 13, 2007, Mr. Couder will also be awarded 375,000 shares of restricted stock, 50% of which will vest as to 25% of the shares on the first anniversary of the grant date and in equal monthly installments for the following three years and 50% of which will vest upon achievement of performance milestones. These equity awards will vest in full upon a change in control of the Registrant.

     Mr. Couder’s employment may be terminated by the Registrant with or without cause at any time and by Mr. Couder with 60 days’ notice. If the Registrant terminates Mr. Couder’s employment without cause or if Mr. Couder terminates his employment for good reason, Mr. Couder will be entitled to 12 months’ salary and benefits.

     The foregoing description of the Employment Agreement is qualified in its entirety by the full text of the Employment Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     Mr. Couder, age 61, has served as President and CEO of Solid Information Technology Inc., a supplier of database solutions, since March 2005. Prior to joining that company, he served as an advisor for Sofinnova Ventures, a venture capital firm, from May 2004 to February 2005. Mr. Couder served as President and CEO of Confluent Software, Inc., a provider of web services management, from April 2003 to April 2004 and as President and CEO of IP Dynamics, Inc., a security software provider, from August 2002 to March 2003. Mr. Couder served as Chief Operating Officer of Agilent Technologies, a manufacturer of scientific instruments and analysis equipment, from February 2000 to May 2002. Mr. Couder served as Chairman and CEO of Packard Bell NEC, Inc., a personal computer manufacturer from 1998 to 1999. From 1991 to 1999, he served in various positions at Groupe Bull, a computer company, including as Chief Operating Officer from 1998 to 1999. Mr. Couder held a series of general and technology management positions at Hewlett Packard from 1984 to 1991. Mr. Couder began his career with IBM and graduated from Ecole Superieure d’Electricite, Paris, with an MS in electrical engineering.

     The press release announcing the appointment of Mr. Couder as President and Chief Executive Officer of the Registrant is attached hereto as Exhibit 99.2.

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: July 11, 2007	By:	/s/ Stephen Abely
		Stephen Abely
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Employment Agreement, dated as of July 10, 2007, between the Registrant and Alain Couder.
99.2	Press release dated July 11, 2007.

EX-99.1

Exhibit 99.1

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 10^th day of July, 2007, is entered into by Bookham, Inc., a Delaware corporation with its principal place of business at 2584 Junction Avenue, San Jose, California 95134 (the “Company”), and Alain Couder (the “Employee”).

     The Company desires to employ the Employee, and the Employee desires to be employed by the Company. In consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties to this Agreement, the parties agree as follows:

     1.      Term of Employment. The Company hereby agrees to employ the Employee, and the Employee hereby accepts employment with the Company, upon the terms set forth in this Agreement, for the period commencing on August 13, 2007 (the “Commencement Date”) and ending when terminated in accordance with the provisions of Section 4 (such period, the “Employment Period”).

     2.      Title; Capacity. The Employee shall serve as President and Chief Executive Officer of the Company with the duties and responsibilities customarily assigned to such position and such other duties and responsibilities as the Company’s Board of Directors (the “Board”) shall from time to time reasonably assign to the Employee. The Employee shall be based at the Company’s headquarters in San Jose, California. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to the Employee by, the Board.

     The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to the Employee. The Employee agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period, except for (i) non-executive positions held as of the Commencement Date, which include positions with Sanmina-SCI Corporation and Solid Information Technology, Inc., and (ii) such other roles only with the prior consent of the Board, which consent shall not be unreasonably withheld. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.

     3.      Compensation and Benefits.

          3.1      Salary. The Company shall pay the Employee, in periodic installments in accordance with the Company’s customary payroll practices, a base salary at the annualized rate of $500,000 (the “Base Salary”) for the one-year period commencing on the Commencement Date. Such salary shall be subject to adjustment thereafter as determined by the Board.

          3.2      Bonus. During each fiscal year, the Employee shall be eligible for a bonus, the target aggregate amount of which will be up to 100% of the Base Salary earned by the Employee for such fiscal year and which amount may be measured and paid annually or over shorter periods. The actual amount of the bonus will be based on achievement of individual and company performance targets pre-determined by the Compensation Committee of the Board.

          3.3      Equity Grants. The Company shall grant to the Employee (i) an option to purchase an aggregate of 475,000 shares of common stock of the Company, which shall vest based on the continued performance of services with 25% of such shares vesting on the one-year anniversary of the grant date and the remainder vesting in equal monthly installments over the following three-year period, (ii) 187,500 shares of restricted stock, which shares shall vest based on the continued performance of services with 25% of such shares vesting on the one-year anniversary of the grant date and the remainder vesting in equal monthly installments over the following three-year period and (iii) within 90 days of the Commencement Date, 187,500 shares of restricted stock which shares shall vest based on the achievement of performance targets, which performance targets shall be mutually agreed upon by the Company and the Employee. The equity grants shall be subject to the approval of the Compensation Committee of the Board. The exercise price for the options shall be equal to the closing price of the Company’s common stock on the Nasdaq Global Market on the Commencement Date. The equity grants shall be subject to the terms and conditions of the Company’s 2004 Stock Incentive Plan, as amended, and the applicable stock option and restricted stock agreements to be entered into between the Company and the Employee. The applicable stock option and restricted stock agreements shall provide that the awards become fully vested and free from all forfeiture provisions upon a Change in Control of the Company (as defined in Exhibit A attached hereto).

          3.4      Fringe Benefits. The Employee shall be entitled to participate in all benefit programs that the Company establishes and makes available to its U.S. employees, if any, to the extent that Employee’s position, tenure, salary, age, health and other qualifications make him eligible to participate. The Employee will receive such other benefits, including vacation, holidays and sick leave, as Bookham generally provides to its United States employees.

          3.5      Reimbursement of Expenses. The Company shall reimburse the Employee for all reasonable travel, entertainment and other expenses incurred or paid by the Employee in connection with, or related to, the performance of his duties, responsibilities or services under this Agreement, in accordance with policies and procedures, and subject to limitations, adopted by the Company from time to time.

          3.6      Withholding. All salary, bonus and other compensation payable to the Employee shall be subject to applicable withholding taxes.

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     4.      Termination of Employment Period. The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following:

          4.1      At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based. For the purposes of this Section 4.1, “Cause” shall mean (a) a good faith finding by the Company that (i) the Employee has failed to perform his assigned duties for the Company or (ii) the Employee has engaged in dishonesty, gross negligence or misconduct, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude or any felony;

          4.2      At the election of the Employee, for Good Reason (as defined below). For the purposes of this Section 4.2, “Good Reason” for termination shall mean (i) a material diminution in the Employee’s Base Salary without the prior consent of the Employee, (ii) a material diminution in the Employee’s authority, duties or responsibilities without the prior consent of the Employee, other than as allowed under Section 4.5, (iii) a material breach by the Company of the terms of this Agreement or (iv) a material change in the geographic location where the Employee is providing services without the prior consent of the Employee. In order to establish “Good Reason” for a termination, the Employee must provide notice to the Company of the existence of the condition giving rise to the “Good Reason” within 90 days following the initial existence of the condition, and the Company has 30 days following receipt of such notice to remedy such condition.

          4.3      Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the inability of the Employee, due to a physical or mental disability, for a period of 90 days, whether or not consecutive, during any 360-day period to perform the services contemplated under this Agreement, with or without reasonable accommodation as that term is defined under state or federal law. A determination of disability shall be made by a physician satisfactory to both the Employee and the Company, provided that if the Employee and the Company do not agree on a physician, the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties;

          4.4      At the election of the Employee, upon not less than 60 days’ written notice of termination.

          4.5      At the election of the Company, immediately upon written notice of termination.

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     5.      Effect of Termination.

          5.1      Payments Upon Termination.

          (a)      In the event the Employee’s employment is terminated pursuant to Section 4.1, 4.3, or 4.4, the Company shall pay to the Employee the compensation and benefits otherwise payable to him under Section 3 through the last day of his actual employment by the Company.

          (b)      In the event the Employee’s employment is terminated by the Employee pursuant to Section 4.2 or by the Company pursuant to Section 4.5, the Company shall (i) pay to the Employee an amount equal to his annual salary as in effect on the date of termination, which amount shall be payable in equal monthly installments over the 12-month period following the Employee’s termination (subject to the following paragraph) and (ii) continue to provide to the Employee the other benefits owed to him under Section 3.4 (to the extent such benefits can be provided to non-employees, or to the extent such benefits cannot be provided to non-employees, then the cash equivalent thereof) until the date 12 months after the date of termination, provided that to the extent such payments are reimbursements to the Employee of medical expenses incurred by the Employee as described in Treasury Regulation Section 1.409A-1(b)(9)(v)(B), reimbursements may not be made beyond the period of time during which the Employee would be entitled (or would, but for such arrangement be entitled) to COBRA continuation coverage under a group health plan of the Company. The payment to the Employee of the amounts and benefits payable under this Section 5.1(b) (x) shall be contingent upon the execution by the Employee of a separation agreement and release in a form reasonably acceptable to the Company and (y) shall constitute the sole remedy of the Employee in the event of a termination of the Employee’s employment in the circumstances set forth in this Section 5.1(b).

Payments to the Employee under this Section 5.1(b) shall be bifurcated into two portions, consisting of the portion, if any, that includes the maximum amount of the payments that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the portion, if any, that includes the excess of the total payments and that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion that does not consist of nonqualified deferred compensation until such portion is exhausted and then shall be made from the portion that does constitute nonqualified deferred compensation. Notwithstanding the foregoing, because the Employee is a “specified employee” as defined in Section 409A(a)(3)(B)(i) of the Code, the commencement of the delivery of the portion that constitutes nonqualified deferred compensation will be delayed to the date that is 6 months and one day after the Employee’s termination of employment (the “Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid pro rata during the period beginning on the Earliest Payment Date and ending on the date that is 12 months following termination of the Employee’s employment. The determination of whether, and the extent to which, any of the payments to be made to the Employee hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid

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no later than the last day of the second taxable year of the Employee following the taxable year of the Employee in which the Employee’s termination of employment occurs.

          5.2      Survival. The provisions of Section 5.1(b) and Section 6 shall survive the termination of this Agreement.

     6.      Non-Solicitation.

          6.1      Restricted Activities. For a period of 12 months after the termination or cessation of the Employee’s employment for any reason, the Employee will not directly or indirectly, either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the Employee to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Employee to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at any time during the term of the Employee’s employment with the Company; provided, that this clause (ii) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six months or longer.

          6.2      Extension. If the Employee violates the provisions of Section 6.1, the Employee shall continue to be bound by the restrictions set forth in Section 6.1 until a period of 12 months has expired without any violation of such provisions.

          6.3      Interpretation. If any restriction set forth in Section 6.1 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

          6.4      Equitable Remedies. The Employee acknowledges that the restrictions contained in this Section 6 are necessary for the protection of the business and goodwill of the Company and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of this Section 6 is likely to cause the Company substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Employee agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Section 6 without posting a bond and the Employee hereby waives the adequacy of a remedy at law as a defense to such relief.

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     7.      Proprietary Information and Developments. The Employee shall execute, simultaneously with the execution of this Agreement, or otherwise upon the request of the Company, the Company’s customary form of non-disclosure and assignment of inventions agreement.

     8.      Other Agreements. The Employee represents that his performance of all the terms of this Agreement and the performance of his duties as an employee of the Company do not and will not breach any agreement with any prior employer or other party to which the Employee is a party (including without limitation any nondisclosure or non-competition agreement). Any agreement to which the Employee is a party relating to nondisclosure, non-competition or non-solicitation of employees or customers is listed on Exhibit B attached hereto.

     9.      Miscellaneous.

          9.1      Notices. Any notices delivered under this Agreement shall be deemed duly delivered four business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent for next-business day delivery via a reputable nationwide overnight courier service, in each case to the address of the Company set forth in the introductory paragraph hereto or the residence address of the Employee most recently filed with the Company, as the case may be. Either party may change the address to which notices are to be delivered by giving notice of such change to the other party in the manner set forth in this Section 9.1.

          9.2      Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

          9.3      Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

          9.4      Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee.

          9.5      Section 409A. This Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required in order to comply with Section 409A. No payments to be made under this Agreement may be accelerated or deferred except as specifically permitted under Section 409A. In the event that the Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board nor its or their designees or agents shall be liable to the Employee or other person for actions, decisions or determinations made in good faith.

          9.6      Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California (without reference to the conflicts of laws provisions thereof). Any claim or controversy arising out of or relating to this Agreement or any breach thereof, including any claim for discrimination under any local, state or federal

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employment discrimination law, except as specifically excluded herein, shall be settled by non-binding arbitration in San Jose, California and administered by the American Arbitration Association under its Employment Arbitration Rules and Mediation Procedures. The award rendered in any arbitration proceeding held under this Section 9.6 shall be non-binding, unless the parties mutually agree that the award rendered in such arbitration proceeding shall be binding, in which case judgment upon the award may be entered in any court having jurisdiction thereof. Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 9.6. Also not covered by this Section 9.6 are claims by the Company or by the Employee for temporary restraining orders or preliminary injunctions (“temporary equitable relief”) in cases in which such temporary equitable relief would be otherwise authorized by law, including, but not limited to, claims for equitable relief arising out of a breach of Sections 6 and/or 7 of this Agreement. Both the Company and the Employee expressly waive any right that any party either has or may have to a jury trial of any dispute arising out of or in any way related to this Agreement or any breach thereof. Any action, suit or other legal proceeding arising under or relating to any provision of this Agreement shall be commenced only in a court of the State of California (or, if appropriate, a federal court located within California), and the Company and the Employee each consents to the jurisdiction of such a court.

          9.7      Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to the Company’s assets or business, provided, however, that the obligations of the Employee are personal and shall not be assigned by him.

          9.8      Waivers. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

          9.9      Captions. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

          9.10      Severability. In case any provision of this 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.

     THE EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

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

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BOOKHAM, INC.
By:	/s/ Peter Bordui
	Name:	Peter Bordui
	Title:	Chairman of the Board
EMPLOYEE
/s/ Alain Couder
Name:	Alain Couder

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EXHIBIT A

          As used herein, “Change in Control” shall mean:

          (i) the sale of all or substantially all of the assets of the Company;

          (ii) a merger, consolidation, reorganization, recapitalization or share exchange involving the Company with any corporation where, as a result of the transaction, the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity including the holding company of such entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity immediately after such transaction;

          (iii) the sale, transfer or disposition of any then outstanding shares of the Company’s stock where, as a result of such sale, transfer or disposition, the existing shareholders do not continue to hold as a group stock representing more than fifty percent (50%) of the Company’s total voting securities, either directly, or indirectly; or

          (iv) any change in the composition of the Board of Directors of the Company such that the Continuing Directors (as defined below) cease to constitute a majority of the Board. “Continuing Directors” shall mean those directors appointed to the Board who (a) are members of the Board of Directors on the date hereof or (b) are nominated or elected subsequent to the date hereof by at least a majority of the directors who were Continuing Directors at the time of any such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided that a director shall not be a Continuing Director where the director’s initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or contests by or on behalf of a person other than the Board.

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EXHIBIT B

Sanmina-SCI Corporation

Solid Information Technology, Inc.

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EX-99.2

Exhibit 99.2

Bookham Appoints Alain Couder as President and CEO

Dr. Peter Bordui To Remain Chairman

SAN JOSE, Calif., — July 11, 2007 — Bookham, Inc. (Nasdaq: BKHM), a leading provider of optical components, modules and subsystems, today announced the appointment of Alain Couder as president and chief executive officer. It is anticipated that he will also be elected to the Company’s board of directors. Mr. Couder succeeds Dr. Peter Bordui, acting president and chief executive officer, who will continue to serve as Chairman of the Company’s board of directors. Mr. Couder will be based in the Company’s San Jose headquarters and will formally take on his new position effective August 13.

“We’re delighted to have Alain join Bookham,” said Dr. Bordui. “He’s a highly qualified international executive with a well established record of success. We believe he’s a great fit for our organization and we expect his contributions will be invaluable in serving our customers and creating value for our shareholders.”

“I am joining Bookham at a time when, having achieved significant technological success, the Company is poised to achieve profitable growth in a market eager for ever increasing bandwidth,” said Mr. Couder. “I plan to leverage the Company’s position in the communication market to increase shareholder value.”

Mr. Couder was most recently President and CEO of Solid Information Technology Inc., a supplier of database solutions. Prior to joining Solid, Mr. Couder served as President and CEO of Confluent Software, Inc., and IP Dynamics, Inc., and as Chairman and CEO of Packard Bell NEC, Inc. Mr. Couder has also held the position of Chief Operating Officer for both Agilent Technologies and Groupe Bull. Earlier in his career, Mr. Couder held a series of general and technology management positions at Hewlett Packard and IBM. He has also served as an advisor for Sofinnova Ventures, a venture capital firm.

Mr. Couder holds a Master’s degree in electrical engineering from the Ecole Superieure d’Electricite in Paris.

About Bookham
Bookham, Inc. is a global leader in the design, manufacture and marketing of optical components, modules and subsystems. The company’s optical components, modules and subsystems are used in various applications and industries, including telecommunications, data communications, aerospace, industrial and military. Since 2002, the company has acquired the optical components businesses from Nortel Networks and Marconi, as well as Ignis Optics, Inc., the business of Cierra Photonics Inc., New Focus, Inc., Onetta, Inc., and Avalon Photonics. The company has manufacturing facilities in the UK, US, Canada, China and Switzerland; and offices in the US, UK, Canada, France and Italy and employs approximately 2000 people worldwide. More information on Bookham, Inc. is available at www.bookham.com.

Bookham and all other Bookham, Inc. product names and slogans are trademarks or registered trademarks of Bookham, Inc. in the USA or other countries.

Safe Harbor Statement
Any statements in this announcement about the future expectations, plans or prospects of Bookham, including statements containing the words “believe”, “plan”, “anticipate”, “expect”, “estimate”, “will”, “ongoing” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including factors described in Bookham’s most recent quarterly report on Form 10-Q. These include continued demand for optical components, transfer of test and assembly operations to China, changes in inventory and product mix, no further degradation in the $/£ exchange rate and the continued ability of the

Company to maintain requisite financial resources. The forward-looking statements included in this announcement represent Bookham’s view as of the date of this release. Bookham anticipates that subsequent events and developments may cause Bookham’s views to change. However, Bookham disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document. Those forward-looking statements should not be relied upon as representing Bookham’s views as of any date subsequent to the date of this announcement.

For more information contact:

Jim Fanucchi
Summit IR Group Inc.
(408) 404-5400
ir@bookham.com