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To: RR who wrote (32171)	9/7/2000 5:56:15 PM
From: Sully-	Respond to of 35685

JDS Uniphase to Pay $215 Million in Cash to 5 SDL Executives 9/7/00 2:02:00 PM Source: Bloomberg News URL: cnetinvestor.com Washington, Sept. 7 (Bloomberg) -- JDS Uniphase Corp. agreed to pay $215 million in cash to five executives of SDL Inc. upon completing its acquisition of the laser manufacturer. Donald Scifres and Gregory Dougherty, the chairman and chief operating officer respectively of SDL, will each receive $75 million, according to merger documents filed with the Securities and Exchange Commission. JDS, the largest manufacturer of fiber- optic components, is acquiring SDL for more than $42 billion in stock. JDL sees the purchase as an opportunity to add to and improve its product line and make it more competitive with rivals Lucent Technologies Inc and Corning Inc. The size of the executive payments are unusual, according to one compensation expert, given that the SDL officers will continue to work for JDS once the acquisition is completed. Scott Spector, a compensation consultant to high tech companies in California, suggested that the money helped JDS win the right to acquire SDL. ''You are buying people off, that is what you are doing,'' said Spector, who works in the Palo Alto, California, office of the law firm Fenwick & West LLP. ''At some point in time people say this is too much money to pay to do a deal.'' Spector said he had no specific knowledge of JDS's July offer to buy SDL, whose lasers strengthen signals on telecommunications networks. The $215 million in payments equal about 0.5 percent of the total that JDS is paying for SDL. Others Vying Several other companies were vying to acquire SDL at the same time that JDS was considering a bid, according to the SEC filing. That could have given SDL officers the leverage to command top dollar, both for the company and themselves. In addition to the money reserved for Scifres and Dougherty, JDS will pay $40 million in cash to David Welch, SDL's chief technology officer. Michael Foster, the chief financial officer of SDL, will get $20 million, and Della Bynum, vice president of human resources, will get $5 million. Michael Foster, SDL's chief financial officer, said that the five people who will receive the payments all had change of control agreements. JDS is paying in part for them to forgo stock option benefits they would have received under these agreements when the acquisition was completed. ''The idea of the payments came up because of the change of control agreements,'' Foster said. ''It was very important for our suitors to maintain the management of the company,'' he added. The payments include signing bonuses for the five executives, according to the SEC filing. They are also being paid in return for agreeing not to compete with the combined company and to forgo the immediate vesting of their SDL stock options, which would have otherwise become exercisable in tandem with a change of control. Equivalent Securities Stock options entitle the holder to buy company shares for a set price in the future. Options awarded to executives usually vest over a period of several years, requiring the recipient to remain with the company to obtain the full benefit. However, of the 1.28 million options that Scifres held as of Dec. 31, only 150,000 had yet to become exercisable, according to the company's annual proxy statement. None of Dougherty's options to purchase 226,000 shares were exercisable as of Dec. 31, 1999. SDL employees who hold stock options will receive equivalent securities to purchase JDS shares, according to the merger documents. In connection with the acquisition, JDS expects to issue options to purchase 34.8 million common shares at a weighted average exercise price of $12.50 each. JDS shares rose 2.75 to 119.50 in late trading. Based on this price, the options JDS issues to replace SDL options would produce paper profits of $3.7 billion when exercised.

To: RR who wrote (32171)	9/7/2000 6:53:09 PM
From: Clappy	Read Replies (2) \| Respond to of 35685

Hi Voltage, I spent a good part of the day reading and reading and reading stuff about RMBS. My head is spinning. That's usually a good sign. I read tons of FUD and tons of analysis comparing it to the greatest technology of all time. This is the formula for a highly volatile stock. They keep proving themselves time and time again. In between the time that they display their superiority is when the FUD always comes out. The law suits are giving a fearful image to this beautiful picture of future revenue and market dominance. It makes the investor second guess himself. It often causes panic followed by mass hysteria as good news comes out and fear subsides. Perhaps this is one of the criteria you look for and has aided in your success. I added to my position again today. Almost 100% of my IRA account is now banking on RMBS. The picture is getting clearer. -Clappy P.S. Still very long on AVNX. Wish I had more on CRA and EXTR. Trading the LowTech Walmart and LNOP (Dumped 1/2). Bought QCOM once again. Something big is going to happen during this trip to China. Especially with the timing of the meetings at the UN going on now. Q's Ming Louie will make it happen.