PowerPoint Presentation Regarding Offer to Exchange

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

TABLE OF CONTENTS

What is the option exchange program?

Who can participate?

Which options are eligible to participate?

What will you receive in exchange for your underwater options?

How do you participate?

When will the exchange occur?

Where can you learn more?

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

The Offer

–

the Company is offering a voluntary one-time opportunity to

exchange underwater stock option grants with an exercise price of $15.00 or

above for a new replacement equity award from JDSU

The new replacement equity award (RSUs

or options, depending on your

country of residence) will have approximately the same value as the options you

surrender.

your

surrendered

options

yield

less

than

100

new

RSUs

options,

you will receive a cash payment instead of a replacement equity award

What is the Option Exchange Program?

Why is this offer being made?

Like many companies, our stock price has experienced significant

volatility in

recent years

As a result, many employees hold options with exercise prices significantly

higher than the current market price of our Common Stock

The JDSU Option Exchange Program (the “Exchange Program”) is designed to

restore the retention and incentive value of this equity compensation

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

The following people are Eligible Employees:

–

Active employees of JDSU

–

Who hold at least one Eligible Option at the beginning of the Exchange

–

And are not

a member of our Board of Directors or one of the named

executive officers of the Company

Participation is voluntary

You must be an active employee on the date that the replacement

equity award is granted

–

If you are no longer an active employee on that date, you will not receive

the replacement equity award

–

Similarly, if you were set to receive a cash payment instead of a

replacement equity award, you need to be an active employee on the date

that the cash payment would be made in order to receive it

Who can participate?

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

All

the

following

criteria

must

met

for

option

Eligible

Option:

Vested and unvested options with an exercise price equal to $15.00 or

greater

Options granted on or before October 07, 2009

Options that do not expire before November 30, 2010

Options granted from the following JDSU equity plans (the “Plans”):

–

2003 Equity Incentive Plan (the “2003 Plan”)

–

2005 Acquisition Equity Inventive Plan

–

1993 Flexible Stock Incentive Plan

–

1995 SDL Stock Option Plan

Which options are eligible for this Exchange?

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

Participating employees in all countries except Canada will receive

newly issued Restricted Stock Units (RSUs)

Canada

employees

will

instead

receive

newly

issued

stock

options

order to avoid adverse tax implications

Fractional

RSUs

replacement

options

will

not

granted

Fractional shares will be rounded down to the nearest whole number

Participating

employees

who

would

receive

total

number

less

than

100 newly awarded RSUs

or stock options will instead receive a cash

payment

What will you receive if you participate in the Exchange?

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

Your new equity awards will have the following vesting terms:

All new RSUs

or replacement options from this Exchange will fully vest on the first

anniversary of the grant date (except for participants in France)

This applies whether or not your Eligible Options are fully vested at the time you elect to

participate in the Exchange

RSUs

awarded

participants

France

will

fully

vest

the

anniversary

the

date

grant (subject to the standard 2 year holding periods after vesting for French grants)

Term of Replacement Options (Canada Only)

Replacement options granted as part of the Exchange will have a strike price equal to

closing price of JDSU’s common stock on the grant date and will have a new term of 5

years

Cash Payment

If the exchange results in a cash payment, the payment is not subject to any vesting

schedule and will be made as soon as practicable after the cancellation of your

surrendered options

What are the terms and conditions of the Exchange?

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

You have the following options:

Complete the exchange process online via the JDSU Option

Exchange Program web site: https://JDSU.equitybenefits.com

JDSUquestions@sos-team.com

request

the

paper

election

form and return the completed election form via facsimile to the

following number: 1-(408) 516-5226

3. Call 1-(408) 754-4650 to request the paper election form and return

the completed election form via facsimile to the following number:

1-(408) 516-5226

How do I participate in the Exchange?

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

Opens:

Wednesday

October

2010

–

8:00

a.m.

Pacific

Time

Closes:

Friday

November

2010

–

11:59

p.m.

Pacific

Time

NOTE:

You may make or change your election on a grant-by-

grant basis at any point during this period. All valid

elections made as of Friday November 5, 2010 at 11:59

will be final.

Failure to timely submit the required election form will mean that you will

not be able to participate in the Exchange Program.

When will the Exchange occur?

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

Please visit the Exchange web site at https://JDSU.equitybenefits.com

If you need further assistance, please contact us using one of the following

resources:

E-mail: JDSUquestions@sos-team.com

Phone: 1-(408) 754-4650

You are encouraged to consult with your own outside tax, financial and legal

advisors before you make any decisions regarding participating in the Exchange

Offer. No one from JDSU or any other entity associated with JDSU

is, or will be,

authorized to provide you with advice or recommendations in this

regard.

Where can I learn more about the Exchange?

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

The exchange ratios below show how many options you would

have to surrender to get 1 RSU or replacement option:

40 to 1

$38.01

–

$1055.00

25 to 1

$23.60

–

$38.00

15 to 1

$22.00 –

$23.59

6 to 1

$16.00 –

$21.99

3.75 to 1

$15.00 –

$15.99

Exchange Ratio (Options to RSUs)

Exercise Price Range

Option for RSU Exchange (all employees except those in Canada)

15 to 1

$23.00 –

$1055.00

6 to 1

$22.00 –

$22.99

2 to 1

$15.00 –

$21.99

Exchange Ratio (Options to Options)

Exercise Price Range

Option for Option Exchange (Canada employees only)

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

Examples

illustrate

how

the

exchange

ratios

work,

assume

that

you

have

three

existing

option

grants

each

for

1,000

with

corresponding

exercise prices of: $11.15, $15.95 and $22.36.

If you elect to participate in the Exchange:

You will only be able to elect to exchange either or both of the

two existing option grants with exercise prices of $15.95 and

$22.36 for RSUs

or replacement options, as applicable.

You

will

not

able

exchange

your

existing

option

with

the

exercise

price

$11.15

for

RSUs

replacement

options

because the exercise price is below $15.00.

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

Examples (cont.)

Let’s see what this example would look like if you work in Milpitas,

California

Under

these

facts,

the

table

below

shows

the

number

RSUs

that

you

would receive were you to participate in the Offer:

Exercise Price

Cancelled Shares Subject to Exchange Ratio

Shares Subject to

of Existing

Existing Option Surrendered

Replacement RSU

Option

$15.95

1,000

3.75

266

$22.36

1,000

15.00

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

Examples (cont.)

Now let’s look at an example for an employee working in Ottawa,

Canada with options that have exercise prices of $22.36 and $29.72.

Please recall that in order to avoid adverse tax implications for

employees in Canada, Canada employees will receive newly issued

stock options instead of RSUs.

Under these facts, the table below shows the number of replacement

options that you would receive were you to participate in the Offer:

Exercise Price

Cancelled Shares Subject to Exchange Ratio

Shares Subject to

of Existing

Existing

Option Surrendered

Replacement Option

Option

$22.36

1,000

6.00

166

$29.72

1,000

15.00

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

Examples (cont.)

Now let’s see what this example would look like if you have a smaller

number of Eligible Options. Please recall that in cases where the total

number

newly

awarded

RSUs

stock

options

would

less

than

100 shares, a cash payment will be made.

Under these facts, the table below shows the number of replacement

options that you would receive were you to participate in the Exchange

Program:

Exercise Price

Cancelled Shares Subject to Exchange Ratio

Shares Subject to

of Existing

Existing

Option Surrendered

Replacement RSU

Option

$15.95

100

3.75

$22.36

100

15.00

Since

the

total

number

RSUs

issued

only

this

example,

you

would

receive

cash

payment

instead

the

RSUs

(subject

your

standard tax withholdings and without interest).

JDSU CONFIDENTIAL & PROPRIETARY INFORMATION

JDSU Option Exchange Program

In conclusion, here is how you participate in the Exchange

Program or ask any questions that you might have:

To complete the exchange process online via the JDSU Option Exchange

Program web site, please visit: https://JDSU.equitybenefits.com

Email JDSUquestions@sos-team.com to request the paper election form

and return the completed election form via facsimile to the following

number: 1-(408) 516-5226

Call 1-(408) 754-4650 to request the paper election form and return the

completed election form via facsimile to the following number: 1-(408)

516-5226

If you have any questions about the Exchange, please email

JDSUquestions@sos-team.com or call 1-(408) 754-4650