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Technology Stocks : JDS Uniphase (JDSU) -- Ignore unavailable to you. Want to Upgrade?

To: t2 who wrote (10688)	5/31/2000 8:13:00 PM
From: pat mudge	Respond to of 24042

Vesting conditions of note: <<< Under the terms of the existing employment agreement of E-TEK's Chairman of the Board of Directors, President and Chief Executive Officer, Michael J. Fitzpatrick, will receive full vesting of all unvested options and stock after the merger, 1,591,063 additional shares as of the date of this proxy statement/prospectus. Mr. Fitzpatrick will also receive a lump sum severance payment equal to two times his current base salary and bonus upon his termination. Mr. Fitzpatrick may also receive other benefits having an aggregate value of approximately $380,000. In addition, effective January 17, 2000, E-TEK entered into change-in-control agreements with three of its directors, David W. Dorman, Donald J. Listwin and Joseph W. Goodman, and its Chief Operating Officer and Chief Financial Officer, Sanjay Subhedar. The agreements provide that all options and stock held by these persons will immediately vest upon a change of control, including this merger. Under these arrangements, a total of approximately 965,417 shares would vest as of the date of this proxy statement/prospectus. Mr. Subhedar is also entitled by the terms of his employment agreement to up to one additional year of his current base salary if he does not accept other employment and may also receive other benefits having an aggregate value of approximately $60,000. E-TEK's board of directors also resolved on January 17, 2000 that E-TEK's President, Asia Pacific Operations, Ming Shih, will be entitled to maintain his current position for the lesser of one year after the merger or until the completion of the manufacturing facility in China, and receive the title of Fellow upon retirement, assuming successful completion of the manufacturing facility. If Mr. Shih is not given a comparable position at E-TEK upon his return to E-TEK's headquarters from China, Mr. Shih will be entitled to six months additional vesting of his options and restricted stock, or 84,183 additional shares as of the date of this proxy statement-prospectus. Mr. Shih may also receive other benefits having an aggregate value of approximately $60,000. In addition, each of the directors' and Mr. Fitzpatrick's and Mr. Subhedar's arrangements provide that if each is subject to any excise tax due to the classification of any payments by E-TEK to such person as "excess parachute payments" within the meaning of Section 280G or 4999 of the Internal Revenue Code, E-TEK will pay such person an amount so that the amount realizable by him is the same as if there were no excise tax. Based on the current exchange ratio and market price of JDS Uniphase common stock, the total amount of such payments is estimated to be $37,686,000, assuming the merger is completed on May 18,2000. >>>>>>