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TABLE OF CONTENTS
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

JDS UNIPHASE CORPORATION
430 North McCarthy Boulevard
Milpitas, California 95035
(408) 546-5000

Notice of Annual Meeting of Stockholders
and Proxy Statement
2011 Annual Report

CONSIDERING REGISTERING ELECTRONICALLY FOR STOCKHOLDER MATERIALS?

           JDS Uniphase Corporation is pleased to take advantage of the Securities and Exchange Commission (the "SEC") rule allowing companies to furnish this Proxy Statement and Annual Report over the Internet to our Stockholders who hold Common Stock. We believe that this e-proxy process, also known as "Notice and Access" will expedite the receipt of proxy materials by our Stockholders, reduce our printing and mailing expenses and reduce the environmental impact of producing the materials required for our Annual Meeting.

           Holders of Common Stock should refer to the "General Information" portion of the following Proxy Statement (beginning on page 1) or contact our Investor Relations hotline at 408-546-4445 for assistance regarding instructions on how to register for and thereafter access our Proxy Statement and Annual Report online.

           Holders of Exchangeable Shares remain unaffected by the SEC rule and will continue to receive paper copies of the Proxy Statement and Annual Report.

Dear Stockholders,

Our financial performance in fiscal 2011 emphasized our focus on collaborative innovation with our customers. This focus resulted in total revenues in excess of $1.8 billion, a 32% increase in revenue, a 41% increase in gross profit, and a 137% increase in operating income, when comparing our non-gaap results for fiscal 2011 to the prior fiscal year's non-gaap results¹. These strong results helped us generate over $200 million of cash from operations. In conjunction with our collaborative customer focus, a number of additional factors contributed to our outstanding financial performance.

First, market drivers for our core businesses remained strong. We operate in three business segments: Communications and Commercial Optical Products ("CCOP"), Communications Test & Measurement ("CommTest") and Advanced Optical Technologies ("AOT"). The majority of the revenue in the CCOP segment and the CommTest segment are from the telecommunications industry. In Fiscal 2011, growth in video and other high-bandwidth traffic continued to strain access, metro, and core networks. Service providers worldwide are provisioning bandwidth to manage dynamic, latency sensitive media rich traffic to their broadband subscribers. The growth in traffic and the resulting provisioning requirements drive a growing need for optical components, modules and subsystems as well as test and monitoring solutions and services to support steep network traffic growth and manage increasingly complex IP and mobile networks.

Second, we continued to leverage our communications and commercial optical technology portfolio by expanding our commercial optical product offerings to markets outside of the telecommunications industry. Our AOT segment's revenue growth continued to come from products that are also focused at markets outside of the telecommunications industry. These non-telecom related revenues came from commercial lasers, currency pigments, brand protection, transaction cards, gesture recognition, solar, and 3D markets, just to name a few.

Third, our strong fiscal 2011 results were a product of execution of our business model and strategy driven by the following principles:

Grow Revenue through Collaborative Innovation

Our ability to leverage our knowledge of our customers' operations with JDSU's technology portfolio resulted in solutions that helped our customers grow and manage their business. The result of collaborative innovation is highly differentiated, first-to-market products such as the Tunable XFP product line that resulted in a leading market position. In the fourth quarter, revenue from Tunable XFPs grew 300% year-over-year. We were also recognized as the market leader for ROADMs by Infonetics in 2011, as we continued to work collaboratively with our customers to bring more innovation to market, such as lower port count ROADMs, which expanded our addressable market. In the same way, new features helped grow fiber optic test revenue by 25% in fiscal 2011, which allowed JDSU to once again be recognized by Frost and Sullivan as the worldwide leader in fiber optic test.

Collaborative innovation was a key driver for our fiscal 2011 revenue growth. As we exited the year, fourth quarter revenue from new products was over 71% of our CCOP revenue and over 52% of our CommTest revenue.

Drive Operational Excellence

Our focus on collaborative innovation yielded numerous new products, features, and advancements that helped our customers reduce costs and improve operating efficiency. The higher percentage of revenue from new products along with our continued focus on cost reduction, process improvements, factory utilization, and optimizing the scale of our contract manufacturing partners propelled JDSU into record gross margins for the fiscal year and a 41% increase in gross profit on a year -over-year basis.

Throughout fiscal 2011, we continued to increase our ability to supply key products in greater volume, adding operating capacity for all three of our business segments either through capital investments or working with our contract manufacturers to increase their production capacity. Continuous improvement of operations, business processes, and support systems created the foundation for sustaining and potentially growing gross margins and operating margins for each of the business segments.

Expand Globally, Locally

The third part of our strategy is expanding market share in high-growth regions. During fiscal 2011, we introduced a number of products from the CommTest segment designed specifically for these markets, including the MTS-2200 and the MTS-5800 Ethernet field testers. JDSU was awarded the 2011 Asia Pacific Test and Measurement Company of the Year, citing our industry-leading portfolio of LTE, mobile video, next generation broadband, and fiber optic test solutions. Over 33% of revenue came from areas outside of North America and Western Europe, representing a 34% increase over fiscal 2010.

To grow globally, we are investing in local leadership, sales and R&D to create centers of excellence in high-growth regions. Expanding our presence with highly talented local individuals is central to our strategy. To meet demand for optical coatings and filters and improve our business across Asia, we opened an operation in China to manufacture optical coatings for a wide variety of markets. For all JDSU business units, significant customer wins in Eastern Europe, the Middle East, Africa, South America, Latin America as well as across the Asia Pacific region are due to our improved local presence in these markets.

Business Segments

Communications & Commercial Optical Products

The CCOP segment designs optical components, modules, and subsystems to support customers in telecommunications and enterprise data communications, as well as laser solutions for biotechnology, semiconductor manufacturing, and materials processing and concentrated photovoltaic (CPV) cells and receivers.

Fiscal 2011 Highlights:

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Revenues of $770.8 million, up 54.4% from the prior year

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Non-GAAP operating margin of 16.9%, compared to 6.7% in fiscal 2010.

Communications Test and Measurement

The CommTest segment delivers broadband test and measurement solutions, including instruments and services for network operators and equipment manufacturers, as well as Customer Experience Management solutions that help service providers ensure a high quality of experience for users.

Fiscal 2011 Highlights:

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Revenues of $814.7 million, up 24.9% from the prior year

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Non-GAAP operating margin of 14.7%, compared to 12.5% in fiscal 2010.

Advanced Optical Technologies

The AOT segment provides custom optics, authentication, custom color, and printing services that rely upon the management of optics, light and color for security and effects. Major applications include currency pigments and threads, holograms to secure transaction cards and consumer products, and color shifting paint for leading automobile manufacturers.

Fiscal 2011 Highlights:

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Revenues of $230.7 million, up 4% from the prior year

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Non-GAAP operating margin of 33.7%, compared to 37.2% in fiscal 2010.

Final Thoughts

We enter the new fiscal year with strong momentum from our successes in the previous year.. In fiscal 2012, we will continue to focus on our strategic priorities to grow revenue through collaborative innovation, drive operational excellence, and expand our business globally. We will remain focused on our strategy of profitability and cash flow generation while continuing to invest in R&D and new products that will further differentiate us in the marketplace. To learn more about JDSU, please visit us at www.jdsu.com/investors or contact our Investor Relations Department at investor.relations@jdsu.com or +1 (408) 546-4445.

All of JDSU's accomplishments are made possible because of the in-depth knowledge, extensive skill set, dedication, and global teamwork of our employees. I would like to thank our employees whose focused commitment and tremendous efforts continue to advance JDSU's success. I would also like to thank our customers, partners, vendors and long-term stockholders for their continued support of JDSU.

Thomas H. Waechter
President and CEO

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Fiscal year 2011 non-GAAP financial information excludes $11.7 million of adjustments from net revenue related to the deferred revenue on purchase accounting adjustment; $74.5 million of adjustment from gross profit related primarily to the deferred revenue on purchase accounting adjustment, amortization of acquired developed technologies, stock based compensation expenses and other non-recurring charges; and $165.3 million of adjustment from operating income related primarily to the deferred revenue on purchase accounting adjustment, amortization of acquired developed technologies, amortization of intangibles, restructuring charges and other non-recurring charges. JDSU's management uses these non-GAAP measures to evaluate and forecast JDSU's performance before gains, losses, or other charges that are considered by JDSU's management to be outside of JDSU's core business segment operating results. JDSU believes that presenting these non-GAAP measures provides investors with greater transparency to the information used by JDSU's management in its financial and operational decision making. JDSU further believes that providing this non-GAAP information helps investors understand JDSU's operating performance and evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance. This non-GAAP information is not intended to be considered in isolation or as a substitute for GAAP measures. Please see our Annual Report on Form 10-K, which is attached as Appendix A to the accompanying proxy statement, for the comparable GAAP results.

JDS UNIPHASE CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 16, 2011

		By Order of the Board of Directors,
		Thomas Waechter Chief Executive Officer and President

Milpitas, California
October 3, 2011

JDS UNIPHASE CORPORATION
430 North McCarthy Boulevard
Milpitas, California 95035
(408) 546-5000

PROXY STATEMENT

GENERAL INFORMATION

Why am I receiving these proxy materials?

        The Board of Directors (the "Board" or "Board of Directors") of JDS Uniphase Corporation, a Delaware corporation (the "Company"), is furnishing these proxy materials to you in connection with the Company's 2011 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will be held at 690 North McCarthy Boulevard, Milpitas, California 95035, on November 16, 2011 at 9:00 a.m., Pacific Time. You are invited to attend the Annual Meeting and are entitled and requested to vote on the proposals outlined in this proxy statement ("Proxy Statement"). This Proxy Statement and the accompanying proxy were first sent by mail to the Trustee for the Special Voting Share and holders of Exchangeable Shares on or about October 15, 2010. The Company has also sent printed copies of the proxy materials by mail to holders of Common Stock to each holder of Common Stock who has requested such copy.

What is "Notice and Access"?

        The Securities and Exchange Commission adopted amendments to the proxy rules that change how companies must provide proxy materials. These rules are often referred to as "Notice and Access." Under the Notice and Access model, a company may select either of the following two options for making proxy materials available to stockholders:

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The full set delivery option; or



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The notice only option.

        A company may use a single method for all its stockholders, or use full set delivery for some while adopting the notice only option for others.

        This process reduces the amount of time it takes for stockholders to obtain the materials, reduces the printing and mailing expenses paid by the Company, and reduces the environmental impact of producing the materials. The Company is required to comply with these "Notice and Access" rules in connection with its Annual Meeting.

        Other than holders of Exchangeable Shares, who will continue to receive printed copies of the proxy materials, most of our Stockholders who hold Common Stock will not receive printed copies of the proxy materials unless they request them. Instead, the "Notice of Internet Availability of Proxy Materials" (referred herein as the "Notice"), which was mailed to our Stockholders who hold Common Stock, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or e-mail copy of our proxy materials, you should follow the instructions in the Notice for requesting such materials.

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If I am a holder of Exchangeable Shares, do the "Notice and Access" rules apply to me?

        No. The "Notice and Access" rules apply only to Stockholders of the Company who hold Common Stock. Accordingly, as a holder of Exchangeable Shares, you will continue to receive printed copies of the proxy materials.

What is the Full Set Delivery Option?

        Under the full set delivery option, a company delivers all proxy materials to its stockholders as it would have done prior to the change in the rules. This can be by mail or, if a stockholder has previously agreed, by e-mail. In addition to delivering proxy materials to stockholders, a company must post all proxy materials on a publicly-accessible website and provide information to stockholders about how to access that website.

What is the Notice Only Option?

        Under the notice only option, a company must post all its proxy materials on a publicly accessible website. However, instead of delivering its proxy materials to stockholders, the company instead delivers a Notice. This Notice includes, among other matters:

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information regarding the date and time of the meeting of stockholders as well as the items to be considered at the meeting and the company's recommendations regarding those items;



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information regarding the website where the proxy materials are posted; and



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various means by which a stockholder can request paper or e-mail copies of the proxy materials.

        If a stockholder requests paper copies of the proxy materials, these materials must be sent to the stockholder within three business days. Additionally, paper copies must be sent via first class mail.

        In connection with its Annual Meeting, the Company has elected to use the notice only delivery option with respect to the Company's holders of Common Stock. Accordingly, if you are a holder of Common Stock, you should have received the Notice, which provides instructions on how to access the proxy materials on-line.

Will the Company use the Notice Only option in the future?

        The Company may choose to continue to use the notice only option in the future as a delivery option of its proxy materials with respect to its holders of Common Stock. By reducing the amount of materials that the Company is required to print and mail, the notice only option provides an opportunity for cost savings as well as conservation of natural resources. The Company plans to evaluate the possible cost savings as well as the possible impact on Stockholder participation as it considers future use of the notice only option.

As a Holder of Common Stock, what do I need to do?

        If you would prefer to continue receiving paper copies of proxy materials, please mark the "Paper Copies" box on your Proxy Card (or provide this information when you vote telephonically or via the internet).

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        As noted above, the Company must provide paper copies via first class mail to any Stockholder who, after receiving the Notice, nevertheless requests paper copies. Accordingly, even if you do not check the "Paper Copies" box now, you will still have the right to request delivery of a free set of proxy materials upon receipt of any Notice in the future. Because first class postage is significantly costlier than bulk mail rates and because each such request must be processed on a stockholder-by-stockholder basis, the cost of responding to a single request for paper copies is likely to be significantly greater than the per stockholder cost the Company currently incurs in delivering proxy materials in bulk. Therefore, requests for paper copies could significantly undermine or eliminate expected cost savings associated with the notice only option.

        By developing in advance a database of Common Stock holders who would prefer to continue receiving paper copies of proxy materials, the Company would be able to use the full set delivery option for these Stockholders—using bulk mail to deliver the paper copies—while using the notice only option for other Common Stock holders. We believe this would significantly reduce the number of requests for paper copies that the Company would need to process on a stockholder-by-stockholder basis and would position the Company to better capture cost savings should it continue to use the notice only option in the future. We appreciate your assistance in helping us develop this database through the Proxy Card, telephonic and internet voting processes.

If I am a holder of Common Stock, how do I obtain electronic access to the proxy materials?

        The Notice will provide you with instructions regarding how to:

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View our proxy materials for the Annual Meeting on the Internet; and



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Instruct us to send our future proxy materials to you electronically by e-mail.

        Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

What if I prefer to receive paper copies of the materials?

        If you are a holder of Exchangeable Shares, you will continue to receive printed copies of the proxy materials. If you are a holder of Common Shares and if you prefer to receive paper copies of the materials, you can still do so. You may request a paper copy of the materials by (i) calling 1-800-579-1639; (ii) sending an e-mail to sendmaterial@proxyvote.com; or (iii) logging onto www.ProxyVote.com. There is no charge to receive the materials by mail. If requesting material by e-mail, please send a blank e-mail with the 12 digit "Control Number" (located on the second page of the Notice) in the subject line.

What proposals will be voted on at the Annual Meeting?

        There are four proposals scheduled to be voted on at the Annual Meeting:

        1. To elect three Class III directors to serve until the 2014 annual meeting of Stockholders and until their successors are elected and qualified.

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        2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm (hereinafter referred to as "independent auditors") for the fiscal year ending June 30, 2012.

        3. To consider a non-binding advisory vote on the compensation of our named executive officers ("NEOs").

        4. To consider a non-binding advisory vote on the frequency of the advisory vote on the compensation of our NEOs.

        5. To consider such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

        As to any other business which may properly come before the Annual Meeting, the persons named on the enclosed proxy card will vote according to their best judgment. The Company does not know now of any other matters to be presented or acted upon at the Annual Meeting.

What are the recommendations of the Company's Board of Directors?

        The Board recommends that you vote "FOR" each of the four proposals presented in this Proxy Statement.

        Specifically, the Board recommends you vote:

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"FOR" the election of the three Class III directors,



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"FOR" the approval of the Company's executive compensation programs



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"FOR" the advisory vote on the compensation of the Company's NEOs to be held annually, and



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"FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending June 30, 2012.

What is the record date and what does it mean?

        The record date for the Annual Meeting is September 20, 2011. The record date is established by the Board of Directors as required by Delaware law. Holders of shares of the Company's Common Stock and holders of Exchangeable Shares of JDS Uniphase Canada Ltd., a subsidiary of the Company, at the close of business on the record date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting and any adjournments or postponements thereof.

What shares can I vote?

        Each Stockholder of the Company's common stock, par value $.001 per share ("Common Stock"), is entitled to one vote for each share of Common Stock owned as of the record date, and CIBC Mellon Trust Company (the "Trustee"), the holder of the Company's special voting share ("Special Voting Share"), is entitled to one vote for each exchangeable share of JDS Uniphase Canada Ltd., a subsidiary of the Company ("Exchangeable Shares"), outstanding as of the record date (other than Exchangeable Shares owned by the Company and its affiliates). Holders of Common Stock and the Exchangeable Shares are collectively referred to as "Stockholders". Votes cast with respect to Exchangeable Shares will be voted through the Special Voting Share by the Trustee as directed by the

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holders of Exchangeable Shares, except votes cast with respect to Exchangeable Shares whose holders request to vote directly in person as proxy for the Trustee at the Annual Meeting.

        At the record date, 225,073,840 shares of Common Stock were issued and outstanding, one share of the Company's Special Voting Share was issued and outstanding, and 4,009,915 Exchangeable Shares were issued and outstanding (excluding Exchangeable Shares owned by the Company and its affiliates which are not voted). Each Exchangeable Share is exchangeable at any time, at the option of its holder, for one share of the Company's Common Stock.

What constitutes a quorum?

        The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock and Exchangeable Shares outstanding and entitled to vote on the record date will constitute a quorum permitting the Annual Meeting to conduct its business.

How are abstentions and broker non-votes treated?

        Under the General Corporation Law of the State of Delaware, an abstaining vote and a broker non-vote are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at the Annual Meeting.

        Broker non-votes are not included in the tabulation of the voting results on the election of directors or issues requiring approval of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting and, therefore, do not have an effect on Proposals 1, 2, 3 or 4. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting authority with respect to that item and has not received instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held by them as nominee, brokers have the discretion to vote such shares only on routine matters. Where a matter is not considered routine, shares held by your broker will not be voted absent specific instruction from you, which means your shares may go unvoted and not affect the outcome if you do not specify a vote. None of the matters to be voted on at the Annual Meeting are considered routine, except for the ratification of the Company's independent auditors.

        For the purpose of determining whether the Stockholders have approved matters, other than the election of directors and the frequency vote (Proposal 4), abstentions will have the same effect as a vote against the proposal.

What is the voting requirement to approve each of the proposals?

        Proposal 1. The three candidates receiving the greatest number of affirmative votes of the shares of Common Stock and the votes represented by the Special Voting Share (all taken together as one class, collectively, the "Voting Shares") present in person, or represented by proxy, and entitled to vote at the Annual Meeting will be elected. Abstentions and broker non-votes will not be counted toward a nominee's total.

        Proposal 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors requires the affirmative vote of a majority of the Voting Shares present or represented by proxy and entitled to vote on this proposal at the Annual Meeting. As a result, abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the outcome of this vote.

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        Proposal 3. Approval of the non-binding advisory vote on the Company's executive compensation programs requires the affirmative vote of a majority of the Voting Shares present or represented by proxy and entitled to vote on this proposal at the Annual Meeting. As a result, abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the outcome of this vote.

        Proposal 4. The non-binding advisory vote on the frequency (every one year, every two years or every three years) of the advisory vote on the compensation of the Company's NEOs receiving the votes of the greatest number of Voting Shares present in person, or represented by proxy, and entitled to vote at the Annual Meeting will be considered as the selection of the Company's Stockholders. Abstentions and broker non-votes will have no effect on the outcome of this vote.

        All shares of Common Stock and the Special Voting Share represented by valid proxies will be voted in accordance with the instructions contained therein. Votes with respect to Exchangeable Shares represented by valid voting instructions received by the Trustee will be cast by the Trustee in accordance with those instructions. In the absence of instructions, proxies from holders of Common Stock will be voted in accordance with the recommendations set forth in the Proxy Statement. If no instructions are received by the Trustee from a holder of Exchangeable Shares, the votes to which such holder is entitled will not be exercised.

How do I vote my shares?

        If you are a record holder of Common Stock, you can either attend the Annual Meeting and vote in person or give a proxy to be voted at the Annual Meeting:

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by mailing the enclosed proxy card;



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over the telephone by calling a toll-free number; or



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electronically, using the Internet and following the instructions provided in the Notice you received by mail.

        The Internet and telephone voting procedures have been set up for your convenience and are designed to authenticate the Common Stock holders' identities, to allow the holders of Common Stock to provide their voting instructions, and to confirm that their instructions have been recorded properly. The Company believes the procedures which have been put in place are consistent with the requirements of applicable law. Specific instructions for record holders of Common Stock who wish to use the Internet or telephone voting procedures are set forth on the enclosed proxy card or in the Notice you received by mail.

        If you are a record holder of Exchangeable Shares, you can either attend the Annual Meeting and vote in person or give a proxy to be voted at the Annual Meeting by mailing the enclosed voting instruction card to the Trustee.

        If a holder of Exchangeable Shares does not provide the Trustee with voting instructions, your Exchangeable Shares will not be voted.

Who will tabulate the votes?

        An automated system administered by Broadridge Financial Services, Inc. ("Broadridge") will tabulate votes cast by proxy at the Annual Meeting and a representative of the Company will tabulate votes cast in person at the Annual Meeting.

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Is my vote confidential?

        Proxy instructions, ballots and voting tabulations that identify individual Stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except (i) as necessary to meet applicable legal requirements, or (ii) to allow for the tabulation and/or certification of the vote.

Can I change my vote after submitting my proxy?

        You may revoke your proxy at any time before the final vote at the Annual Meeting. You may do so by one of the following four ways:

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submitting another proxy card bearing a later date;



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sending a written notice of revocation to the Company's Corporate Secretary at 430 North McCarthy Boulevard, Milpitas, California, 95035;



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submitting new voting instructions via telephone or the Internet; or



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attending AND voting in person at the Annual Meeting.

        If you hold Exchangeable Shares and you wish to direct the Trustee to change the vote attached to the Special Voting Share on your behalf, you should follow carefully the instructions provided by the Trustee, which accompany this Proxy Statement. The procedure for instructing the Trustee differs in certain respects from the procedure for delivering a proxy, including the place for depositing the instructions and the manner for revoking the proxy.

Who is paying for this proxy solicitation?

        This solicitation is made by the Company. The Company will bear the cost of soliciting proxies, including preparation, assembly, printing and mailing of the Proxy Statement. If you are a holder of Common Stock and if you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. The Company has retained the services of MacKenzie Partners as its proxy solicitor for this year for a fee of approximately $12,500 plus reasonable out-of-pocket costs and expenses. In addition, the Company will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by certain of the Company's directors, officers and regular employees, without additional compensation, either personally, by telephone, facsimile, or telegram.

How can I find out the voting results?

        The Company will announce the preliminary results at the Annual Meeting and publish the final results in a Current Report on Form 8-K within four business days after the Annual Meeting. Stockholders may also find out the final results by calling the Company's Investor Relations Department at (408) 546-4445.

How do I receive electronic access to proxy materials for the current and future annual meetings?

        Stockholders who have previously elected to receive the Proxy Statement and Annual Report over the Internet will be receiving an e-mail on or about October 3, 2011 with information on how to access

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Stockholder information and instructions for voting over the Internet. Stockholders of record may vote via the Internet until 11:59 p.m. Eastern Time, November 15, 2011.

        If your shares are registered in the name of a brokerage firm and you have not elected to receive your Proxy Statement and Annual Report over the Internet, you still may be eligible to vote your shares electronically over the Internet. A large number of brokerage firms are participating in the ADP online program, which provides eligible Stockholders who receive a paper copy of this Proxy Statement the opportunity to vote via the Internet. If your brokerage firm is participating in ADP's program, your proxy card will provide instructions for voting online.

        Stockholders can elect to view future proxy statements and annual reports over the Internet instead of receiving paper copies, which results in cost savings for the Company. If you are a Stockholder of record and would like to receive future Stockholder materials electronically, you can elect this option by following the instructions provided when you vote your proxy over the Internet at www.ProxyVote.com.

        If you chose to view future proxy statements and annual reports over the Internet, you will receive an e-mail notification next year with instructions containing the Internet address of those materials. Your choice to view future proxy statements and annual reports over the Internet will remain in effect until you contact either your broker or the Company to rescind your instructions. You do not have to elect Internet access each year.

        If you elected to receive this Proxy Statement electronically over the Internet and would now like to receive a paper copy of this Proxy Statement so that you may submit a paper proxy in lieu of an electronic proxy, you should contact your broker or the Company.

How can I avoid having duplicate copies of the Proxy Statement sent to my household?

        Some brokers and other nominee record holders may be participating in the practice of "householding" proxy statements and annual reports, which results in cost savings for the Company. The practice of "householding" means that only one copy of the Proxy Statement and Annual Report,or notice of internet availability of proxy materials will be sent to multiple Stockholders who share an address. The Company will promptly deliver a separate copy of either document to any Stockholder who contacts the Company's Investor Relations Department at (408) 546-4445 requesting such copies. If a Stockholder is receiving multiple copies of the Proxy Statement and Annual Report at the Stockholder's household and would like to receive a single copy of those documents for a Stockholder's household in the future, that Stockholder should contact their broker, other nominee record holder, or the Company's Investor Relations Department to request mailing of a single copy of the Proxy Statement and Annual Report.

When are Stockholder proposals due for next year's annual meeting?

        In order for Stockholder proposals to be considered properly brought before an annual meeting by a Stockholder, the Stockholder must have given timely notice in writing to the Secretary of the Company. To be timely for the 2012 annual meeting of Stockholders (the "2012 Annual Meeting"), a Stockholder's notice must be received by the Company at its principal executive offices not less than 30 days nor more than 60 days prior to the meeting; provided, however, that in the event that less than 40 days' notice or prior public disclosure of the date of the meeting is given or made to Stockholders, notice by the Stockholder to be timely must be so received not later than the close of business on the 10^th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A Stockholder's notice to the Secretary must set forth as to each matter the Stockholder proposes to bring before the 2012 Annual Meeting: (i) a brief description of the

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business desired to be brought before the 2012 Annual Meeting and the text of the proposal or business; (ii) the name and record address of the Stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is being made; (iii) a representation that the Stockholder is a holder of record of the Company's stock, is entitled to vote at the meeting and intends to appear in person or by proxy to propose the business specified in the notice; (iv) any material interest of the Stockholder or any proposing person in such business; (v) the number of shares owned beneficially and of record by the Stockholder or proposing person, including derivative interests, contracts or other agreements related to ownership or rights to vote the Company's shares and other economic interests in the Company's securities; and (vi) any other information required pursuant to Section 14 of the Exchange Act. Our Bylaws specify in greater detail the requirements as to the form and content of a Stockholder's notice. We recommend that any Stockholder wishing to bring any item before an annual meeting review a copy of our Bylaws, as amended and restated to date, which can be found at www.jdsu.com. Subject to applicable laws and regulations, the Company has discretion over what Stockholder proposals will be included in the agenda for the 2012 Annual Meeting and/or in the related proxy materials.

        Subject to applicable laws and regulations, the Company will also have discretionary authority to vote all shares for which it has proxies regarding a Stockholder proposal if the Company fails to receive notice of the Stockholder proposal for next year's annual meeting at least 45 days before the date in 2011 on which the Company filed this Proxy Statement (specifically, assuming the Company files this fiscal year 2011 proxy on October 3, 2011, the Company will have this discretionary authority if notice of a Stockholder proposal for the 2012 Annual Meeting is not received by the Company by August 19, 2012).

9

PROPOSAL 1

ELECTION OF CLASS I DIRECTORS

        The Board is divided into three classes as nearly equal in number as possible. The members of each class of directors serve staggered three-year terms. As of October 3, 2011, the Board is composed of the following nine members:

        At each Annual Meeting of Stockholders, directors will be elected for a full term of three years to succeed those directors whose terms are expiring.

        Due to the resignation of Mr. Liebhaber and Mr. Skrzypczak, the authorized number of directors will decrease to seven effective as of the 2011 annual meeting of Stockholders.

        At this Annual Meeting, the Stockholders will elect three Class III directors recommended by the Corporate Governance Committee (which serves as the Company's Nominating Committee) and nominated by the Board, each to serve a three year term until the 2014 Annual Meeting of Stockholders and until a qualified successor is elected and qualified or until the director's earlier resignation or removal. The Board has no reason to believe that the nominees named below will be unable or unwilling to serve as a director if elected.

Considerations in Director Selection

        The Company's Governance Committee is responsible for reviewing, evaluating and nominating individuals for election to the Company's Board. The Committee selects nominees from a broad base of potential candidates. The Committee's Charter instructs it to seek qualified candidates regardless of race, color, religion, ancestry, national origin, gender, sexual orientation, etc. It is the Committee's goal to nominate candidates with diverse backgrounds and capabilities, to reflect the diverse nature of the Company's stakeholders (security holders, employees, customers and suppliers), while emphasizing core excellence in areas pertinent to the Company's long term business and strategic objectives.

        The Board of Directors believes that it is necessary for each of the Company's directors to possess many qualities and skills. When searching for new candidates, the Committee seeks individuals of the highest ethical and professional character who will exercise sound business judgment. The Committee also seeks people who are accomplished in their respective field, with superior credentials and recognition. In selecting nominees, the Committee generally seeks active and former leaders of major complex organizations. The Committee seeks individuals who can work effectively together to further

10

the interests of the Corporation, while preserving their ability to differ with each other on particular issues. A candidate's specific background and qualifications are also reviewed in light of the particular needs of the Board at the time of an opening.

        Each candidate must have an employment and professional record which demonstrates, in the judgment of the Committee, that the candidate has sufficient and relevant experience and background, taking into account positions held and industries, markets and geographical locations served, to serve on the Board in the proposed capacity. In particular, the Committee seeks candidates with at least two years of experience serving as the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, or a Director, or the equivalent of such positions, of a well respected publicly traded company.

        Certain individual qualifications and skills of our directors that contribute to the Board's effectiveness as a whole are described in the following paragraphs.

        Certain information about the Board of Directors nominees is furnished below.

Class III Directors—Nominees For Three Year Terms That Will Expire in 2014

11

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
TO THE BOARD OF EACH OF THE NOMINEES NAMED ABOVE.

12

        The Company's directors listed below will continue in office for the remainder of their terms or earlier in accordance with the Company's Bylaws. Information regarding the business experience of each such director is provided below.

Class I Directors Whose Terms Will Expire in 2013

13

Class II Directors Whose Terms Will Expire in 2012

14

15

CORPORATE GOVERNANCE

Code of Ethics

        The Board and management of the Company believe that good corporate governance is an important component in enhancing investor confidence in the Company and increasing Stockholder value. The imperative to continue to develop and implement best practices throughout our corporate governance structure is fundamental to our strategy to enhance performance by creating an environment that increases operational efficiency and ensures long-term productivity growth. Good corporate governance practices also ensure alignment with Stockholder interests by promoting fairness, transparency and accountability in business activities among employees, management and the Board.

        Our corporate governance practices represent our firm commitment to the highest standards of corporate ethics, compliance with laws, financial transparency and reporting with objectivity and the highest degree of integrity. Representative steps we have taken to fulfill this commitment include, among others:

•

All members of the Board are independent with the exception of its Vice Chairman and the Company's Chief Executive Officer.



•

All members of our key Board committees—the Audit Committee, the Governance Committee and the Compensation Committee—are independent.



•

The charters of the Board committees clearly establish their respective roles and responsibilities.



•

All employees and members of the Board are responsible for complying with our Code of Business Conduct and our Insider Trading Policy.



•

We have an anonymous hotline to encourage employees to report questionable activities to our Internal Audit and Legal Departments, and Audit Committee.



•

Our independent public accountants report directly to the Audit Committee.



•

Our internal audit control function maintains critical supervision over the key areas of our business and financial controls and reports directly to our Audit Committee.



•

We have established procedures for Stockholders to communicate with the Board by contacting the Investor Relations Department.



•

The independent members of our Board and Board committees meet regularly without the presence of management.

        The Company has adopted a Code of Ethics (known as the Code of Business Conduct) for its directors, officers and other employees. The Company will post on its website any amendments to, or waivers from, any provision of its Code of Business Conduct. A copy of the Code of Business Conduct is available on the Company's website at www.jdsu.com.

Director Independence

        In accordance with current NASDAQ listing standards, the Board, on an annual basis, affirmatively determines the independence of each director and nominee for election as a director. Our director

16

independence standards include all elements of independence set forth in the NASDAQ listing standards, which can be found in the "Corporate Governance" section of our website at www.jdsu.com. The Board has determined that each of its directors, except for Mr. Waechter, was "independent" as determined by the relevant NASDAQ listing standard for board independence and for any committee on which such director served during fiscal year 2011.

Board Leadership

        The Board has determined that it is in the best interests of the Company to maintain the Board chairperson and chief executive officer positions separately. The Board believes that having an outside, independent director serve as chairperson is the most appropriate leadership structure, as this enhances its independent oversight of management and the Company's strategic planning, reinforces the Board's ability to exercise its independent judgment to represent Stockholder interests, and strengthens the objectivity and integrity of the Board. Moreover, an independent chairperson can more effectively lead the Board in objectively evaluating the performance of management, including the chief executive officer, and guide it through appropriate Board governance processes.

Board Oversight of Risk

        The Company takes a comprehensive approach to risk management. We believe risk can arise in every decision and action taken by the Company, whether strategic or operational. The Company, therefore, seeks to include risk management principles in all of its management processes and in the responsibilities of its employees at every level. Our comprehensive approach is reflected in the reporting processes by which our management provides timely and comprehensive information to the Board to support the Board's role in oversight, approval and decision-making.

        Management is responsible for the day-to-day supervision of risks the Company faces, while the Board of Directors, as a whole and through its committees, has the ultimate responsibility for the oversight of risk management. Senior management attends meetings of the Board, provides presentations on operations including significant risks, and is available to address any questions or concerns raised by the Board. Additionally, our board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. Generally, the board committee with subject matter expertise in a particular area is responsible for overseeing the management of risk in that area. For example, the Audit Committee coordinates the Board's oversight of the Company's internal control over financial reporting and disclosure controls and procedures. Management regularly reports to the Audit Committee on these areas. Also, the Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs as well as succession planning for senior executives. The Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, and corporate governance topics. When any of the committees receives a report related to material risk oversight, the Chairman of the relevant committee reports on the discussion to the full Board.

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Board Committees and Meetings

        During fiscal year 2011¹, the Board held five meetings. The Board has four committees: Audit Committee, Compensation Committee, Corporate Governance Committee, and Corporate Development Committee. The members of the committees during fiscal year 2011 are identified in the following table:

        Each director attended 100% of all Board meetings and committees on which he or she served after becoming a member of the Board. The Company encourages, but does not require, its Board members to attend the annual Stockholders meeting. All then-current directors except for Mr. Kennedy attended the 2010 Annual Meeting.

        The Audit Committee met nine times in fiscal year 2011. The Audit Committee is responsible for assisting the full Board of Directors in fulfilling its oversight responsibilities relative to the Company's financial statements, financial reporting practices, systems of internal accounting and financial control, the internal audit function, annual independent audits of the Company's financial statements, and such legal and ethics programs as may established from time to time by the Board. The Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company and may retain external consultants at its sole discretion. In addition, the Audit Committee considers whether the Company's independent auditors' provision of non-audit services is compatible with maintaining the independence of the independent auditors. The Board has determined that all members of the Audit Committee are "independent" as defined in the applicable rules and regulations of the SEC and NASDAQ. The Board has further determined that Harold L. Covert and Masood A. Jabbar are "audit committee financial expert(s)" as defined by Item 401(h) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A copy of the Audit Committee charter can be viewed at the Company's website at www.jdsu.com.

¹

In fiscal 2001, the Company changed its year-end from fiscal year on June 30 to a 52-week fiscal year ending on the Saturday closest to June 30. The Company's fiscal year 2011 ended on July 2, 2011, whereas fiscal 2010 and 2009 ended on July 3, 2010 and June 27, 2009, respectively. For comparative presentation purposes, all accompanying tables and notes have been shown as ended on June 30.

²

Mr. Day did not stand for re-election at the 2010 annual meeting. Therefore, his term expired on November 30, 2010.

³

On May 16, 2011, Ms. Herscher replaced Mr. Skrzypczak as chair of the Compensation Committee.

⁴

On November 30, 2010, Mr. Jabbar replaced Mr. Liebhaber as chair of the Corporate Development Committee.

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        The Compensation Committee met five times in fiscal year 2011. The Compensation Committee of the Board of Directors is responsible for ensuring that the Company adopts and maintains responsible and responsive compensation programs for its employees, officers and directors consistent with the long-range interests of Stockholders. The Compensation Committee also has the exclusive responsibility for the administration of the Company's employee stock purchase plans and equity incentive plans. The chair of the Compensation Committee reports on the Compensation Committee's actions and recommendations at Board meetings. In addition, the Compensation Committee has the authority to engage the services of outside advisors, experts and others to provide assistance as needed. During fiscal year 2011, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm, to assist with the Committee's analysis and review of the compensation of our executive officers. Compensia attends all Compensation Committee meetings, works directly with the Committee Chair and Committee members, and sends all invoices, including descriptions of services rendered, to the Committee Chair for review and payment approval. Compensia performed no work for the Company that was not in support of the Committee's charter nor authorized by the Committee Chair during fiscal year 2011. All members of the Compensation Committee are "independent" as that term is defined in the applicable NASDAQ rules and regulations. A copy of the Compensation Committee charter can be viewed at the Company's website at www.jdsu.com. Additional information on the Compensation Committee's processes and procedures for consideration of executive compensation are addressed in the "Compensation Discussion and Analysis" below.

        The Corporate Development Committee met two times in fiscal year 2011. The Corporate Development Committee oversees the Company's strategic acquisition and investment activities. The Corporate Development Committee reviews and approves certain strategic transactions for which approval of the full Board of Directors is not required and makes recommendations to the Board of Directors regarding those transactions for which the consideration of the full Board of Directors is appropriate. A copy of the Corporate Development Committee charter can be viewed at the Company's website at www.jdsu.com.

        The Corporate Governance Committee met four times in fiscal year 2011. The Corporate Governance Committee, which serves as the Company's nominating committee, reviews current trends and practices in corporate governance and recommends to the Board of Directors the adoption of programs pertinent to the Company. As provided in the charter of the Corporate Governance Committee, nominations for director may be made by the Corporate Governance Committee or by a Stockholder of record entitled to vote. The Corporate Governance Committee will consider and make recommendations to the Board of Directors regarding any Stockholder recommendations for candidates to serve on the Board of Directors. Stockholders wishing to recommend candidates for consideration by the Corporate Governance Committee may do so by writing to the Company's Investor Relations Department-Attention Corporate Governance Committee at 430 North McCarthy Boulevard, Milpitas, California 95035 providing the candidate's name, biographical data and qualifications, a document indicating the candidate's willingness to act if elected, and evidence of the nominating Stockholder's ownership of Company's stock not less than 30 days nor more than 60 days prior to the next annual meeting to assure time for meaningful consideration by the Corporate Governance Committee. There are no differences in the manner in which the Corporate Governance Committee evaluates nominees for director based on whether the nominee is recommended by a Stockholder. All members of the Corporate Governance Committee are "independent" as that term is defined in the applicable NASDAQ rules and regulations.

        In reviewing potential candidates for the Board, the Corporate Governance Committee considers the individual's experience in the Company's industry, the general business or other experience of the candidate, the needs of the Company for an additional or replacement director, the personality of the candidate, the candidate's interest in the business of the Company, as well as numerous other subjective criteria. Of greatest importance is the individual's integrity, willingness to be involved and

19

ability to bring to the Company experience and knowledge in areas that are most beneficial to the Company. The Board intends to continue to evaluate candidates for election to the Board on the basis of the foregoing criteria. A detailed description of the criteria used by the Corporate Governance Committee in evaluating potential candidates may be found in the charter of the Corporate Governance Committee.

        The Corporate Governance Committee operates under a written charter setting forth the functions and responsibilities of the committee. A copy of the charter can be viewed at the Company's website at www.jdsu.com.

Compensation Committee Interlocks and Insider Participation

        No interlocking relationship exists between any member of the Company's Board or Compensation Committee and any member of the board of directors or compensation committee of any other companies, nor has such interlocking relationship existed in the past. None of Messrs. Belluzo, Kaplan and Skrzypczak or Ms. Herscher, who served on the Company's Compensation Committee during fiscal year 2011, were not at any time an officer or employee of JDSU. In addition, none of our executive officers serves as a member of the board of directors or compensation committee of any company that has one or more of its executive officers serving as a member of our Board or Compensation Committee.

Communication between Stockholders and Directors

        Stockholders may communicate with the Company's Board of Directors through the Company's Secretary by sending an email to bod@jdsu.com, or by writing to the following address: Chairman of the Board, c/o Company Secretary, JDSU, 430 North McCarthy Boulevard, Milpitas, California 95035. The Company's Secretary will forward all correspondence to the Board of Directors, except for spam, junk mail, mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. The Company's Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within the Company for review and possible response.

Director Compensation

        Each non-employee director of the Company has received an annual cash retainer of $60,000 which is paid in quarterly installments of $15,000. During fiscal year 2011, each non-employee director received an annual grant of restricted stock units having a value on the date of grant of $100,000, net of applicable taxes at the discretion of each non-employee director. The restricted stock units are subject to a grant agreement which provides for annual vesting over a three year period. Upon vesting each restricted stock unit is converted into one share of the Company's Common Stock.

        Effective June 2011, upon initial appointment to the Board, each non-employee director will receive a grant of restricted stock units having a value on the date of grant of $200,000, net of applicable taxes at the discretion of each non-employee director. Effective immediately after the Annual Meeting, the value of the annual grant, which is typically awarded the day after the Annual Meeting, will be increased from $100,000 to $150,000.

        In addition, each non-employee director serving on the Audit Committee of the Board receives an annual cash retainer of $15,000, whereas the director serving as the Audit Committee chair receives an annual cash retainer of $30,000. Each non-employee director serving on the Compensation Committee of the Board receives an annual cash retainer of $10,000, whereas the director serving as the Compensation Committee chair receives an annual cash retainer of $20,000. Each non-employee

20

director serving on the Governance or Corporate Development Committees of the Board receives an annual cash retainer of $7,500, whereas the directors serving as the Governance or Corporate Development Committee chairs receive an annual cash retainer of $15,000.

        In addition to the compensation described above, Mr. Kaplan, who serves as Chairman of the Board, receives an additional annual cash retainer of $100,000 as compensation for his services which is paid in quarterly installments of $25,000.

        Directors who are also employed by the Company do not receive any compensation for their services as directors. All directors are reimbursed for expenses incurred in connection with attending Board and committee meetings.

        All director compensation described above is summarized in the following table in the column titled "Board Compensation":

(1) On June 17, 2011, the Compensation Committee approved an increase in the value of the initial grant from $150,000 to $200,000, effective immediately. An increase of the value of the annual grant value from $100,000 to $150,000 was also approved, effective following the Annual Meeting.

Compensation Program Risk Assessment

        Consistent with SEC disclosure requirements, in fiscal year 2011 a team composed of senior members of our human resources, finance and legal departments inventoried and reviewed elements of our compensation policies and practices. This team then reviewed these policies and practices with Company management in an effort to assess whether any of our policies or practices creates risks that are reasonably likely to have a material adverse effect on the Company. This assessment included a review of the primary design features of the Company's compensation policies and practices, the

21

process for determining executive and employee compensation and consideration of features of our compensation program that help to mitigate risk. Management reviewed and discussed the results of this assessment with the Compensation Committee, which consulted with Compensia, Inc., a national compensation consulting firm that the Compensation Committee works with on executive compensation design matters. Based on this review, we believe that our compensation policies and practices, individually and in the aggregate, do not create risks that are reasonably likely to have a material adverse effect on the Company.

22

Non-Management Directors' Compensation for Fiscal Year 2011

        The director compensation policies summarized above resulted in the following total compensation for our non-management directors in fiscal year 2011:

DIRECTOR COMPENSATION TABLE

(1)

Thomas Waechter, the Company's Chief Executive Officer and President, is not included in this table as he is an employee of the Company and as such receives no compensation for his services as a director. Mr. Waechter's compensation is disclosed in the Summary Compensation Table.

(2)

The amounts shown in this column are the grant date fair value in the period presented as determined pursuant to stock-based compensation accounting rule FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used to calculate these amounts are set forth under Note 15 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for fiscal year 2011 filed with the SEC on August 30, 2011. Each non-employee director's annual grant was calculated by using the 30 calendar day average stock price prior to the date of grant. The intended value of the annual grant is then divided by this average in order to determine the number of restricted stock units granted.

(3)

Mr. Belluzzo had 9,875 options outstanding at the end of fiscal year 2011. Mr. Belluzzo had 25,014 restricted stock units outstanding at the end of fiscal year 2011.

(4)

Mr. Covert had 8,250 options outstanding at the end of fiscal year 2011. Mr. Covert had 25,014 restricted stock units outstanding at the end of fiscal year 2011.

(5)

Mr. Day (who retired from the Board effective November 30, 2010) had 7,375 options outstanding at the end of fiscal year 2011. Mr. Day had no restricted stock units outstanding at the end of fiscal year 2011.

(6)

Ms. Herscher had no options outstanding at the end of fiscal year 2011. Ms. Herscher had 31,015 restricted stock units outstanding at the end of fiscal year 2011.

(7)

Mr. Jabbar had 7,500 options outstanding at the end of fiscal year 2011. Mr. Jabbar had 25,014 restricted stock units outstanding at the end of fiscal year 2011.

(8)

Mr. Kaplan had 18,750 options outstanding at the end of fiscal year 2011. Mr. Kaplan had 25,014 restricted stock units outstanding at the end of fiscal year 2011.

(9)

Mr. Kennedy had 18,975 restricted stock units outstanding at the end of fiscal year 2011 from his duties as a director.

(10)

Mr. Liebhaber had 8,125 options outstanding at the end of fiscal year 2011. Mr. Liebhaber had 25,014 restricted stock units outstanding at the end of fiscal year 2011.

(11)

Mr. Skrzypczak had 8,125 options outstanding at the end of fiscal year 2011. Mr. Skrzypczak had 25,014 restricted stock units outstanding at the end of fiscal year 2011.

23

Relationships Among Directors or Executive Officers

        There are no family relationships among any of the Company's directors or executive officers.

Certain Relationships and Related Person Transactions

Review and Approval of Related Person Transactions

        We review all relationships and transaction in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. The Company's legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. On an annual basis, all directors and executive officers must respond to a questionnaire requiring disclosure about any related person transactions, arrangements or relationships (including indebtedness). As required under SEC rules, any transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in the Company's Proxy Statement. In addition, the Audit Committee reviews and approves or ratifies any related person transaction that is required to be disclosed.

Related Person Transactions

        The Company has entered into an employment agreement with Thomas Waechter (see "Employment Contracts, Termination of Employment and Change in Control Arrangements" below).

Executive Officers

        The following sets forth certain information regarding the Company's executive officers as of June 30, 2011:

        Thomas Waechter became Chief Executive Officer and President of the Company in January 2009, prior to which he was Executive Vice President of the Communications Test & Measurement Group. Prior to joining the Company, Mr. Waechter was the chief operating officer of Harris Stratex Networks, an independent supplier of wireless transmission systems. Prior to that, Mr. Waechter was the president and chief executive officer of REMEC Corporation and has also served as president and chief executive officer of Spectrian Corporation. Additionally, he held a number of executive level global operations positions during his 14 year career with Schlumberger as well as a senior executive position with Asyst Technologies. He holds a Bachelor of Business Administration from The College of William and Mary. Mr. Waechter also serves as a trustee for the College of William and Mary Foundation.

24

        David Vellequette joined the Company in July 2004 as Vice President and Operations Controller and served in this capacity until June 2005 when he accepted the position of Chief Financial Officer. Prior to joining the Company, Mr. Vellequette was vice president of worldwide sales and services operations at Openwave Systems, Inc., from April 2002 to July 2004. Between 1992 and 2002, Mr. Vellequette held increasingly responsible positions at Cisco Systems, first as corporate controller of StrataCom Corporation (acquired by Cisco in 1996) and later as vice president of finance. Mr. Vellequette is a Certified Public Accountant and holds a B.S. degree in accounting from the University of California, Berkeley. Mr. Vellequette serves on the board of directors of Superconductor Technologies Inc.

        Roy Bie became Senior Vice President, Advanced Optical Technologies Products Group in 2006, prior to which he was Vice President and General Manager of the Flex Products Group from 2000 until 2006, and Vice President of Operations for Flex Products from 1996 to 2000. From 1993 to 1996, Mr. Bie served as Director of Operations for Flex Products. Prior to joining the Company, Mr. Bie held operational and management leadership positions with Xicor (now part of Intersil), Material Progress (now part of Komag), Mag-Media (bought by Polaroid), and began his career at National Semiconductor.

        Alan Lowe joined the Company in September 2007 as Senior Vice President of the Commercial Lasers business, and he became Executive Vice President and President, Communications & Commercial Optical Products in October 2008. Prior to joining the Company, Mr. Lowe was senior vice president, Customer Solutions Group at Asyst Technologies, Inc. a leader in automating semiconductor and flat panel display fabs. From 2000 to 2003, he was president and chief executive officer of Read-Rite Corporation, a manufacturer of thin-film recording heads for disk and tape drives. From 1989 to 2000, Mr. Lowe served in roles of increasing responsibility at Read-Rite, including president and chief operating officer, and senior vice president, customer business units. Prior to joining Read-Rite, he served in various sales positions with Microcom Corporation and IBM Corporation. Mr. Lowe holds bachelor's degrees in computer science and business economics from the University of California, Santa Barbara, and also completed the Stanford Executive Program in 1994.

        David Heard joined the Company in October 2010 as Executive Vice President and President of the Communications Test & Measurement business. Prior to joining the Company, Mr. Heard was chief operating officer from 2007 to 2010 at BigBand Networks, Inc., a leading provider of digital video networking solutions. From 2004 to 2006, Mr. Heard served as president and chief executive officer of Somera Communications. From 2000 to 2004 Mr. Heard was president of the Systems Switching division at Tekelek/Santera, a leading VoIP gateway supplier. Prior to this role, Mr. Heard served for 10 years in broadband access and wireless networking, including VP/GM of Access Networks and various international posts at AT&T/Lucent. Mr. Heard was a Sloan Fellow and holds a M.S. in management from Stanford University, an MBA from the University of Dayton, Ohio, and BA in production and operations management from The Ohio State University.

        Rex Jackson joined the Company in January 2011 as Senior Vice President, Business Services. Prior to joining the Company, Mr. Jackson served as executive vice president and chief financial officer at Symyx Technologies from 2007 to 2010 where he had responsibility for finance, legal, IT and other corporate functions. From 2006 to 2007, Mr. Jackson served as senior vice president and general counsel for Avago Technologies. Prior to that, he held senior executive positions with Synopsys, Inc., AdForce, Inc. and Read-Rite Corporation. Mr. Jackson holds a B.A. from Duke University and a J.D. from Stanford University Law School.

        Andrew Pollack joined the Company in August 2000 as Corporate Counsel. Mr. Pollack held increasingly senior roles within the company's legal department, and became the Company's Vice President, General Counsel and Secretary in January 2011. Before joining the Company, Mr. Pollack

25

was in private practice in the San Francisco Bay Area, focusing on general litigation, corporate and labor and employment maters. Mr. Pollack holds a B.A. in History from the University of California, Santa Barbara and a J.D. from Santa Clara University School of Law.

26

PROPOSAL 2

RATIFICATION OF INDEPENDENT AUDITORS

        The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending June 30, 2012, and the Board has directed that the selection of the independent auditors be submitted for ratification by the Stockholders at the Annual Meeting.

        Although the Company is not required to seek Stockholder approval of its selection of the independent auditors, the Board believes it to be sound corporate governance to do so. If the appointment is not ratified, the Board will investigate the reasons for Stockholder rejection and will reconsider its selection of the independent auditors. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee determines that such a change would be in the Company's and its Stockholders' best interests.

        Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Audit and Non-Audit Fees

        The following table presents fees billed for professional audit services rendered by PricewaterhouseCoopers LLP for the audit of the Company's annual financial statements for the years ended June 30, 2011 and June 30, 2010, respectively, and fees billed for other services rendered by PricewaterhouseCoopers LLP and during those periods.

(1)

Audit Fees related to professional services rendered in connection with the audit of the Company's annual financial statements, the audit of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, reviews of financial statements included in the Company's Quarterly Reports on Form 10-Q, and audit services provided in connection with other statutory and regulatory filings.

(2)

Audit-Related Fees include professional services related to the audit of the Company's financial statements and consultation on accounting standards or corporate transactions.

(3)

Tax Fees for fiscal 2011 include $193,638 for professional services rendered in connection with transfer pricing tax consulting and compliance, and $144,923 for tax audits, planning services and other tax consulting.

(4)

All Other Fees in fiscal 2011 are related to certain software subscriptions.

        For fiscal year 2011, the Audit Committee considered whether audit-related services and services other than audit-related services provided by PricewaterhouseCoopers LLP are compatible with maintaining the independence of PricewaterhouseCoopers LLP and concluded that the independence of PricewaterhouseCoopers LLP was maintained.

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Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

        The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditors. Under the policy, pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis. For each proposed service, the independent auditors are required to provide detailed back-up documentation at the time of approval. Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided as noted in the table above were authorized and approved by the Audit Committee in compliance with the pre-approval policies and procedures described herein.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING JUNE 30, 2012.

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PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

        The Company's goal for its executive compensation program is to attract, motivate and retain the executive talent necessary to achieve its business objectives. The Company believes that it can best drive long-term Stockholder value by establishing a strong pay for performance system, which provides the opportunity to earn above average compensation in return for achieving aggressive strategic and financial goals.

        The Compensation Discussion and Analysis ("CD&A") section of this Proxy Statement includes a detailed description of its compensation philosophy, as well as an analysis of how the compensation of the Company's Named Executive Officers ("NEOs") in fiscal year 2011 aligned with that philosophy. Highlights of the Company's compensation practices include:

•

The Company annually benchmarks each of the base salary, incentive payment and equity award components of its NEO compensation against a peer group to ensure that its compensation remains competitive.



•

Approximately 75% of each executive's total target compensation is performance-based, consisting of cash incentive compensation and options, as described below.



•

The Company emphasizes pay for performance. All cash incentive compensation paid to its NEOs is paid pursuant to the Company's Variable Pay Plan (the "VPP"). The VPP is generally available to all employees, and payments under the VPP are closely tied to actual Company performance.



•

The majority of the Company's equity compensation will only provide value to the NEO if the Company's stock price increases:



•

25% of the equity awards are stock options, which only have value to the extent that the Company's stock price increases above the exercise price of the option.



•

50% of the equity awards granted to the Company's NEOs are performance-based options which will only become exercisable if the price of the Company's common stock has traded at a minimum of a 25% premium to the exercise price of these options for at least 30 consecutive trading days.



•

The Company has stock ownership requirements which are designed to align the interest of its NEOs with those of its Stockholders and regularly monitors compliance with these requirements. Additionally, consistent with our practice of evaluating our programs and modifying our policies to address evolving best practices, we amended our stock ownership policy in fiscal year 2011 to significantly increase the minimum equity interest required to be held by our Chief Executive Officer.



•

The Company does not generally provide perquisites or other benefits to its NEOs that are not available to all employees.



•

We regularly evaluate our compensation practices and modify our programs as appropriate to address evolving best practices. For example, we amended our stock ownership policy in fiscal year 2011 to significantly increase the minimum equity interest required of our Chief Executive Officer.

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        We urge Stockholders to read the CD&A section of this Proxy Statement beginning on page 34 which describes in more detail how our executive compensation practices operate and are designed to achieve our compensation objectives.

        In accordance with section 14A of the Securities Exchange Act, Stockholders will have the opportunity to cast a non-binding, advisory vote on the compensation of our NEOs. You are encouraged to read the Executive Compensation section of this Proxy Statement, including the CD&A, along with the accompanying tables and narrative disclosure. Accordingly, we are asking you to approve, on an advisory basis, the compensation of the Company's NEOs, as described in the CD&A, the accompanying tables and the related narrative disclosure contained therein.

        The following resolution will be submitted for Stockholder vote at the Annual Meeting:

        "RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Company's proxy statement for the 2011 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion."

        Although the advisory vote is non-binding, the Compensation Committee and the Board will review the results of the vote and the Compensation Committee will consider the results of the vote when making future compensation decisions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE, ON AN ADVIOSRY BASIS,
"FOR" THE APPROVAL OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS, AS DESCRIBED IN THE CD&A, THE COMPENSATION TABLES
AND THE RELATED NARRATIVE DISCUSSION OF THIS PROXY STATEMENT.

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PROPOSAL 4

ADVISORY VOTE ON FREQUENCY OF
ADVISORY VOTE ON EXECUTIVE COMPENSATION

        In accordance with section 14A of the Securities Exchange Act, Stockholders will have the opportunity to cast a non-binding, advisory vote on how frequently the advisory vote described under Proposal No. 3 (the "Say on Pay Vote") should occur. Although this vote is non-binding, the Compensation Committee and the Board will take the results of the vote into consideration when determining how often to hold the Say on Pay Vote.

        The Board has determined that the Say on Pay Vote should be held every year to give Stockholders a regular opportunity to express their opinion of the Company's compensation practices. You have the opportunity to vote on whether the Company should hold the Say on Pay Vote every "One year," every "Two years" or every "Three years" or to "Abstain" from voting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE, ON AN ADVISORY BASIS,
FOR THE SAY ON PAY VOTE TO OCCUR EVERY "ONE YEAR."

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information known to the Company with respect to the beneficial ownership as of August 15, 2011, by (i) all persons who are beneficial owners of five percent (5%) or more of the Company's Common Stock, including Exchangeable Shares, (ii) each director and nominee, (iii) the Company's executive officers, and (iv) all current directors and executive officers as a group.

        As of August 15, 2011, 228,748,470 shares of the Company's Common Stock were outstanding, including 4,009,915 Exchangeable Shares. The amounts and percentages of Common Stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission ("SEC") governing the determination of beneficial ownership of securities. Under the SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of securities as to which such person has no economic interest.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Philosophy

        We believe that the quality, experience, skills, engagement and dedication of our executive officers are critical factors affecting the Company's performance and our ability to drive long-term growth of Stockholder value. These factors guide our primary executive compensation philosophy: that total compensation should be established at a competitive level to attract, motivate and retain the superior executive talent necessary to achieve our business objectives. Our compensation philosophy recognizes that retention of superior executive talent is enabled through reinforcement of a strong pay for performance compensation system which provides the opportunity to earn above average compensation in return for achieving business and financial success, and the sustained delivery of the results, leadership and innovation necessary to drive long-term growth of Stockholder value. Additionally, our compensation philosophy continues to evolve to align compensation with our diversified technology structure. We recognize that we compete for executive talent in a highly competitive market not only within our industry, but also with companies outside our immediate product and geographic markets and thus should consider role-specific factors when determining executive compensation. Because we strive to maintain an egalitarian work environment, we do not normally provide perquisites or other benefits to our named executive officers that are not generally available to all eligible employees.

        In support of this compensation philosophy, the Compensation Committee of the Board (the "Committee") utilizes three primary compensation elements: (a) base salary, to attract and retain highly qualified executive talent; (b) the opportunity to earn semi-annual and other cash incentive bonuses to incentivize and reward delivery of financial and business results that enable sustained profitability and revenue growth within each operating segment and at a corporate level; and (c) equity grants, including performance–based restricted stock units ("RSUs"), performance-based stock options with stock price appreciation vesting requirements, intended to align our executives' interests with those of our Stockholders by providing opportunities to derive compensation through equity ownership and appreciation in the fair market value of our stock, time-based RSUs and time-based stock options. Each of these compensation elements are discussed in detail below.

        Throughout this proxy statement, the individuals who served as the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") during the fiscal year 2011, as well as the other individuals included in the Summary Compensation Table, are referred to as the "named executive officers" (or "NEOs").

Determining Executive Compensation

        The Committee sets target cash and equity compensation amounts, relative to market data utilized for benchmarking purposes (as discussed below). The following table sets forth a summary of the Committee's cash and equity compensation targets utilized for all NEO compensation decisions for fiscal year 2011. A detailed discussion of the Committee's objectives for each compensation element, the principles underlying the compensation targets relative to applicable benchmarks and the basis for actual compensation paid can be found in the paragraphs below.

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        The Committee believes that these percentile levels and targets are necessary and appropriate to achieve the Committee's primary executive compensation goals discussed above in the highly competitive market for quality executive talent and taking into account the Company's current phase in its evolution and business cycles. The Committee views these targets as a continuum, and recognizes that NEOs may be compensated below, at or above these targets depending upon relevant Company business objectives and the particular mix of skills and attributes the particular NEO can contribute to achieving those objectives. The Committee therefore has the discretion to adjust the above targets for the components of compensation in order to achieve the Committee's overall target of the 50^th to 60^th percentiles, or above the 60^th percentile under certain circumstances, for total direct compensation (the "TDC Target") relative to the peer group discussed below.

        To assist the Committee in its review of executive compensation, the Company's Human Resources Department and the Committee's primary external compensation consultant, Compensia, Inc., provide compensation data compiled both from executive compensation surveys (including proprietary surveys conducted by Radford Surveys + Consulting, Inc., and Compensia, Inc.), and annual reports and proxy statements from companies that the Committee selects as a "peer group" of technology companies for executive compensation analysis purposes. The peer group utilized for this benchmarking purpose is determined based upon geographic location, annual revenue (generally ranging from approximately 50% to 200% of the Company's annual revenue) and other financial performance metrics including earnings, market capitalization, operating income, headcount, position within relevant business cycles, and the Company's competition in recruiting executive talent. The Committee's policy is to select peer group members that have one or more attributes significantly similar to JDSU, including markets, manufacturing profile, level of integration and enterprises with global operations. The peer group is reviewed annually by the Committee and may be amended from time to time based on the criteria stated above. The list of peer group companies (the "Peer List") for fiscal year 2011 is as follows:

ARRIS Group, Inc., Avago Technologies Limited, AVX Corporation, Beckman Coulter, Inc., Bio-Rad Laboratories, Inc., Brocade Communications Systems, Inc., Ciena Corporation, Hughes Communications, Inc., Juniper Networks, Inc., KLA-Tencor Corporation, LSI Corporation, Network Appliance Inc., PerkinElmer, Inc., Polycom, Inc., Tellabs, Inc., Teradyne, Inc. and XO Holdings, Inc.

        In determining appropriate levels of executive compensation for fiscal 2011, the Committee considered the Company's financial performance in fiscal 2010 relative to the 2010 Peer List, as well as significant operational improvements and new product development. Financial and other performance metrics considered by the Committee included (all numbers except stock performance and segment information are non-GAAP—see Appendix B for a reconciliation to the most comparable GAAP numbers):

•

the Company's operating income increased from 2.4% in fiscal year 2009 to 7.1% in fiscal year 2010;

⁵

In February 2011, the Committee broadened the target range for total target cash compensation (base salary plus cash incentive compensation) to the 50^th to 75^th percentile for use with future NEO compensation decisions to allow for additional flexibility in attracting and retaining highly qualified individuals at all levels of experience, but did not adjust NEO compensation as a result of this change. The target range for equity compensation remained unchanged.

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•

net income more than doubled to $91.9M or 41 cents per share, up from $42.4M or 20 cents a share in fiscal year 2009;



•

despite global macroeconomic pressures, the Company's net revenue grew 7% during fiscal 2010, which was in the 66^th percentile of the 2010 Peer List;



•

net revenue in the fourth fiscal quarter of fiscal year 2010 was $398.1M, an increase of 45% over the fourth fiscal quarter of fiscal year 2009, indicating a strong exit from the fiscal year;



•

the Company closed the acquisition of the Network Solutions Division from Agilent, adding significant revenue and an important product set to the Company's test and measurement portfolio;



•

net revenue for the CCOP segment increased $18.2M and operating income for CCOP increased $42M during fiscal year 2010; and



•

the Company's stock price increased 70% during fiscal 2010, which was in the 76^th percentile of the 2010 Peer List.

        Total NEO compensation is determined as a result of both the company's performance as discussed above and each NEO's individuals performance against their objectives. To enable alignment of compensation decisions with actual individual performance the CEO periodically apprises the Committee of his personal assessment of each executive officer's performance. In assessing each executive officer, the CEO reviews and documents each executive officer's performance during the relevant year or portion thereof, including accomplishments, areas of strength, areas for development and long-term potential. The CEO bases this evaluation on his personal knowledge of each executive officer's performance, actual results achieved and feedback provided by others. In addition, the independent members of the Committee have periodic formal and informal interactions with each NEO multiple times during the year, including discussions relative to the functions and/or business units for which such NEO is responsible. Prior to any Committee decision on compensation for NEOs, the CEO, working with the Senior Vice President of Human Resources, the Compensation and Benefits group within the Human Resources Department, and Compensia, reviews the compensation data obtained as described in the preceding paragraph and budgetary data obtained from the Company's Finance Department, and provides a recommendation to the Committee for each NEO's compensation, except for himself. The Committee ultimately is responsible for the final determination of all compensation for NEOs other than the CEO.

        The CEO's annual performance is reviewed periodically by the Committee and the independent members of the full Board using performance criteria developed by the Committee and approved by the full Board's independent directors. The CEO's performance criteria established for fiscal year 2011 and methodology used for their determination are discussed below. In assessing CEO performance, the Committee and independent members of the Board review Company business, operational and financial performance and other factors that may be included in the CEO performance criteria and feedback that may be obtained from the CEO's direct reports and other employees. Additionally, the CEO performs a self-assessment which he provides to the Chairpersons of the Committee and the Board. The Committee recommends all elements of compensation for the CEO to the independent members of the Board, including salary and incentive-based and equity-based compensation, for the Board's review, consideration and approval.

        NEOs are not present for, nor do they participate in, Committee or Board discussions or approvals regarding their own compensation.

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Elements of Executive Compensation

        The fundamental policy of the Committee is to provide NEOs with competitive compensation opportunities based upon the overall financial and operational performance of the Company and the Company's individual operating segments, their specific current and anticipated future contributions to the financial success of the Company and their personal performance relative to associated business performance objectives. It is the Committee's objective to have a significant portion of each NEO's compensation contingent upon the Company's performance, and as applicable, individual operating segment performance, as well as upon his or her own individual contributions to the achievement of business objectives. The compensation package for NEOs is, and in fiscal year 2011 was, comprised of (i) base salary; (ii) the opportunity to earn semi-annual variable cash incentive payments; and (iii) long-term equity-based incentive awards. As an executive officer's level of responsibility increases, a greater proportion of such executive's total target compensation is comprised of cash incentive bonuses and equity compensation vehicles in order to align total target compensation with the actual achievement of Company and operating segment business and financial performance objectives.

        The factors which the Committee considered in establishing the individual components of each NEO's compensation package for fiscal year 2011 are summarized below. The Committee may in its discretion apply different factors, particularly different measures of financial and business performance, in setting future NEO compensation.

        Base Salary. The Company provides NEOs and other executives with a fixed base salary set at a level to allow the Company to attract, motivate and retain qualified executives. The base salary for each NEO is determined on the basis of the following factors: scope of responsibilities, experience, skill level, personal performance, and salary levels in effect for comparable positions within and outside the industry against which the Company competes for executive talent. The Committee also compares the compensation of NEOs with the compensation of other executive officers for internal pay equity purposes. The weight given to each of these factors differs from individual to individual as the Committee deems appropriate and necessary to support the Company's business objectives. In fiscal year 2011 the Committee targeted setting each NEO's base salaries in the 50^th to, and under certain circumstances, greater than, the 60^th percentiles when compared to market data, as described above, which such targeted levels may be reached over time depending upon the various factors described above and the performance of the individual NEO. Salary levels generally are considered annually as part of the Company's performance review process as well as upon a promotion or other change of position or level of responsibility. Merit based increases to salaries of the Company's NEOs other than the CEO are recommended by the CEO to the Committee, and all increases are based on the Committee's (and in the case of the CEO, the independent directors of the full Board) review and assessment of the individual's performance, skill set and competitive market factors.

        The Committee reviewed all NEO base salaries in August and October 2010 and determined that, in light of the Company's significantly improved year over year financial and operational performance and total stockholder return, as summarized above, and the individual contributions of the NEOs, combined with the fact that none of the Company's NEOs received increases in base salary during fiscal year 2010, that each of Mr. Waechter, Mr. Lowe and Mr. Vellequette merited an increase in base salary for the remainder of fiscal year 2011. Accordingly, the Committee approved an increase in Mr. Lowe's base salary from $425,000 to $475,000, an increase in Mr. Vellequette's base salary from $405,000 to $415,000 and recommended that the Board approve, which it did, an increase in Mr. Waechter's base salary from $700,000 to $750,000, in each case effective as of October 10, 2010.

        Mr. Heard joined the Company in October 2010. In connection with his appointment to the position of Executive Vice President and President of the Company's Communications Test & Measurement segment ("CommTest"), the Committee approved a base salary of $400,000. Mr. Jackson

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joined the Company in January 2011. In connection with his appointment to the position of Senior Vice President, Business Services, the Committee approved a base salary of $365,000.

        In conducting its review of base salaries and setting the base salaries for Mr. Heard and Mr. Jackson, the Committee determined that each of their base salaries were consistent with the compensation philosophy discussed above. The Committee further determined that Mr. Jackson's and Mr. Heard's base salaries were consistent with the Committee's target for NEO base salaries, Mr. Vellequette's base salary was determined to be at the 75^th percentile, but the Committee noted that there was a less than 5% difference in actual base salary between the 50^th and 75^th percentiles and believed a merit increase of 2.4% was consistent with the Committee's overall compensation philosophy. Mr. Lowe's base salary was determined to be slightly below the 75^th percentile, but the Committee noted that Mr. Lowe's total target cash compensation (including the proposed base salary increase plus and his target cash incentive compensation) was at the 60^th percentile. The Committee further believed Mr. Lowe's base salary increase was warranted due to his level of experience, growth potential and continued significant contributions given the aggressive business objectives set by the Company for, and actual results delivered by the Commercial and Consumer Optics Products segment ("CCOP") led by Mr. Lowe.

        Cash Incentive Compensation. The Company utilizes a single cash incentive program for the significant majority of its employees globally, including all NEOs, known as the Variable Pay Plan ("VPP"). Under the VPP, semi-annual incentive bonuses, designed to reward short-term performance and achievement of designated results, may be earned by each participating employee. The Committee believes that having NEOs participate in the same incentive program as all other eligible employees promotes a common sense of purpose, alignment, and fairness while reducing the complexity of the Company's compensation programs. The goals used to determine whether payments are made are determined in a manner designed to align executives', other employees and Stockholders' interests by making such payments under the VPP contingent on business performance objectives consistent with growing profitability and sustainable, long-term appreciation in Stockholder value.

        Each participant in the VPP is assigned a target incentive opportunity ("TIO") of a percentage of his or her base salary, based upon the individual's grade level within the Company's standard leveling structure for all Company employees. For fiscal year 2011 the assigned TIOs for each of the Company's NEOs were unchanged from the previous year for each grade level and were: 100% for Mr. Waechter, 75% for each of Mr. Vellequette, Mr. Lowe and Mr. Heard, and 50% for Mr. Jackson. The actual cash incentive payments earned by each employee annually under the VPP may be either less or greater than these target incentive percentages depending on whether and the extent to which the objectives of the Company operating segment to which they are assigned, and Company performance goals (as discussed below) are achieved in the fiscal year, and may range from 0% to 200% of each employee's assigned target cash incentive. Additionally, the actual incentive payment earned by all employees within any individual operating segment participating in the VPP may be adjusted lower or higher by a factor of 15% based upon the discretion of the CEO to adjust payments to under and over-performing segments or corporate functions, although any adjustment that would affect the CEO must be approved by the independent members of the Board. Mr. Waechter did not exercise this discretion to recommend discretionary adjustments to incentive payments earned by any operating segment in fiscal year 2011. Actual incentive payments earned by our NEOs in fiscal year 2011 are indicated in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table.

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        Actual payments under the VPP are subject to two factors, specifically achievement of each of (a) a threshold level of company and operating segment financial performance (known as "Funding"), and (b) operating income targets, as follows:

        Funding: In order to align the VPP with the Company's portfolio structure, in fiscal year 2011 Funding of the VPP was determined based upon the Company as a whole, with respect to central function ("Corporate") employees, and individual operating segment, with respect to employees assigned to a specific segment, satisfying the following minimum funding objectives measured on a quarterly basis: (a) for Corporate employees, the achievement of 85% of the Company's Annual Operating Plan ("AOP") net controllable operating expense target for each fiscal quarter, and (b) for segment employees, achievement of a minimum of 85% of the AOP Contribution Margin target for each fiscal quarter. Although the Funding requirement percentages were unchanged from the previous fiscal year, the absolute dollar value of the targets for most employees increased in fiscal year 2011 due to an increase in the absolute dollar value of the AOP targets. Accordingly, for CommTest, CCOP and Corporate employees, the Funding objectives were intended to be, and were, more challenging than the corresponding actual results achieved in the previous fiscal year in order to align VPP incentive payments with the Company's objective of continuously driving operating performance improvements. The Funding objective for the Advanced Optical Technologies segment ("AOT") was set at approximately the same level as the previous fiscal year, since it was determined to be performing within its targeted operating model. For fiscal year 2011, Mr. Waechter, Mr. Vellequette and Mr. Jackson were treated as Corporate employees, Mr. Lowe as an employee of CCOP, and Mr. Heard as an employee of the Communications Test & Measurement segment ("CommTest").⁶

        Operating Income: Subject to achieving the minimum Funding thresholds, actual payments under the VPP in fiscal year 2011 were determined based upon full Company non-GAAP operating income as a percentage of revenue. As reflected in the chart below, in order for NEOs to receive their target cash incentives for the full fiscal year, and subject to the application of CEO's and independent members of the Board's discretion as discussed above, the Company was required to improve operating income a minimum of 41% over that actually achieved by the Company in fiscal year 2010. The Committee

⁶

The methods for determination of the VPP Funding threshold are recommended by management and reviewed and approved by the Committee (and the independent members of the Board relative to the CEO's participation in the VPP) prior to the start of the fiscal year. The contribution margin and operating expense targets utilized for purposes of determining Funding under the VPP reflect the actual financial and business performance objectives, projections and estimates approved by the Board upon the start of the fiscal year and reviewed mid-year which are used by management and the Board for purposes of annual financial and business planning and analysis. As such, these targets reflect the Company's confidential and commercially sensitive analysis, expectations and objectives for its financial, operating and overall business performance, taking into consideration then current forecasted economic conditions, the outlook for the industry and the Company's businesses, technology and new product development, and strategic objectives intended to drive growth in long-term Stockholder value, among other factors. Due to the confidential and commercially sensitive nature of these analyses, expectations and objectives and elements of the corresponding VPP Funding objectives thresholds (as described above), their specific disclosure would result in competitive harm to the Company. It is for this reason that some elements of the Company's specific financial performance objectives and estimates used for purposes of determination of VPP Funding, while frequently referenced in this document, are not disclosed. The use of financial metrics and defined operating objectives for the establishment of the Company's incentive bonus (and for equity compensation as discussed below) performance criteria is intended to set challenging but reasonably achievable goals and is designed to ensure that all participants, including our NEOs, are focused on operating the Company in a disciplined manner in accordance with the Committee's and Board's compensation objectives discussed above.

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anticipated that the incentive compensation which would be earned by NEOs for achieving the fiscal year 2011 AOP operating income objective of 11% would result in incentive payments of approximately 125% of target incentive payments due to the fact that the AOP set an aggressive Company-wide operating income target approximately 55% higher than that actually achieved in fiscal year 2010. The Committee determined that this structure was warranted given the performance metrics achieved during fiscal year 2010, as noted above, and the Company's aggressive operating income target for fiscal year 2011.

        In order to determine actual payments under the VPP in fiscal year 2011 for any given level of operating income, the Company utilized an approximately linear scale of full Company operating income, measured on a quarterly basis, where the operating income as a percentage of revenue level shown on the horizontal axis would yield the corresponding percentage of each individual's TIO on the vertical axis (as illustrated in the below graph). Participation also was separated into two tiers throughout the Company based upon employee grade level. Employees at the director level and above, representing the approximately 200 most senior managers in the Company, received VPP compensation at a reduced rate relative to achievement of operating income objectives than was required for VPP compensation received by those employees below the director level for all operating income levels below 10% of revenue. The fiscal year 2011 scale is as follows:

		Non-GAAP Operating Income % and VPP Achievement

        The actual semi-annual VPP payment to each participant thus was calculated based upon the following formula (assuming Funding and excluding CEO and Board discretion):

Quarterly Base Pay Earnings (for the employee) × TIO % × Achievement % (based upon Company operating income)

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        Actual achievement for the Company for each fiscal quarter 2011, for segments applicable to the Company's NEOs only, was as follows:

        In addition to annual incentive bonus payments, executive officers are eligible for individual recognition bonuses at the discretion of the Committee or, in the case of the CEO, the independent members of the Board, for exceptional achievement that exceeds the performance metrics set for that executive through the VPP or any other incentive bonus program. None of the Company's NEOs earned an individual recognition bonus in fiscal year 2011.

        Long-Term Incentive Compensation. Long-term incentives are provided through RSUs and stock option grants. The Committee believes that stock-based compensation aligns the interests of employees with long-term Stockholder value creation, providing each NEO with an incentive to manage the Company from the perspective of an owner driving long-term Stockholder value. The Committee also believes stock-based compensation provides the Company with an important long-term retention tool in a highly competitive market for executive talent. The Committee sets equity grant levels to executive officers based on a variety of factors, including the individual performance of the executive officer, an assessment of the value of the individual's current and anticipated future services to the Company, relative business criticality of the position held, the awards given to other executives, and the desire to keep the Company's overall compensation competitive. The number of shares of Common Stock subject to each grant is set at a level intended to create a meaningful opportunity for stock ownership and resulting compensation opportunity based on the executive officer's current position with the Company, the average size and potential returns of comparable awards made to executive officers in similar positions within the industry, the executive officer's potential for increased responsibility and promotion over the grant term, and the executive officer's personal performance in recent periods. The Committee also takes into account the value of vested and unvested equity incentives held by the executive officer in order to maintain an appropriate level of equity incentives for that executive officer. Additionally, the Committee generally grants equity awards to executive officers upon commencement of their employment with the Company or their promotion, with the level of award based on factors similar to those considered in connection with awards to existing executive officers. Finally, the Committee considers the number of shares of Common Stock which would be subject to proposed equity incentive awards to individual NEOs for consistency with the Committee's objective to limit actual net dilution attributable to equity awards to all Company employees to at or below a long-term average of 3% per annum.

        RSUs and stock options are granted with vesting requirements related to (a) the passage of time, to encourage continued service and retention, or (b) the satisfaction of performance or financial goals or other conditions that are aligned with the Company's business and financial objectives and designed to support growth in long-term Stockholder value. In all cases, vesting of RSUs and stock options is contingent upon the executive officer's continued service with the Company. All stock options are granted at a fixed price per share equal to or greater than the market price on the grant date and have a term not to exceed eight years. Performance-based stock options ("Performance Options") include vesting criteria providing that each such option will vest as to 1/3 of the options granted on the first anniversary of the grant date with the remaining options vesting in equal quarterly installments over the

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next two years (each, a "Vesting Date") but will not become exercisable until the later of the Vesting Date and the date on which the price of the Company's common stock has traded at a minimum of a 25% premium to the exercise price of these options for at least 30 consecutive trading days (the "Premium Condition"). All stock options issued by the Company will provide the maximum return to the executive officer only if the officer remains employed by the Company for the full vesting period, and then only if the market price of the underlying shares of Common Stock appreciate over the option term. In January 2011, the Premium Condition was met so that the Performance Options which were outstanding at that time will become exercisable when they vest equally on the first, second and third anniversaries of their respective grant dates.

        In order to ensure equity compensation awards are aligned with the Committee's commitment to pay-for-performance, it is the Committee's practice that:

•

at least 50% of the number of shares of all such equity awards to the Company's NEOs are performance-based and are earned or otherwise vest based on the achievement of reasonable performance targets; and



•

performance criteria applicable to such performance-based equity awards and the difficulty of achievement of such criteria are disclosed in the proxy statement for each applicable fiscal year.

        All equity compensation awards issued to the Company's NEOs in fiscal year 2011 complied with this practice which is illustrated below.

Equity Compensation

        All of the Company's NEOs were awarded RSUs and stock options in August 2010 as an element of the Company's fiscal year 2011 equity award and review process, except for Mr. Heard and Mr. Jackson, both of whom received RSUs and stock options complying with the practice described above when they joined the Company in October 2010 and January 2011, respectively. Management recommended and the Committee determined target award levels for each grade level of senior management consistent with the 60^th-75^th percentile level of market data based upon grant value. Actual recommended awards for each of the Company's NEOs were then adjusted based upon an analysis of each NEO's positioning relative to the TDC Target, individual performance and position assessments as discussed above. Consistent with the Company's commitment discussed above to ensure that at least 50% of the number of shares subject to equity awards to NEOs are performance-based, each NEO was

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then awarded 50% of the target award level shares in the form of Performance Options. The remaining 50% of the shares subject to award were then apportioned equally between time-based RSUs and time-based stock options (together the "2011 Time Based Awards"). All of the 2011 Time Based Awards were subject to a vesting schedule providing that one third of the award will vest on the first anniversary of the grant date, with the remaining two thirds of the award vesting in eight equal quarterly installments thereafter. Actual awards to NEOs are shown in the Grants of Plan-Based Awards Table.

        The Committee determined that when all components of compensation were considered for purposes of determining total direct compensation relative to the TDC Target, Mr. Jackson and Mr. Heard were at or about the 60^th percentile, Mr. Waechter was at the 55^th percentile, and Mr. Vellequette and Mr. Lowe were slightly above the 60^th percentile. The Committee determined that all actual annual equity awards to NEOs in fiscal year 2011 were consistent with or below the 60^th-75^th percentile level equity target discussed in the preceding paragraph.

        In connection with Mr. Lowe's promotion in October 2008, the Company committed to awarding up to 269,607 RSUs to be granted upon achievement of specific performance criteria determined by the CEO and the Committee (the "Lowe Performance RSUs"). The relative value of Mr. Lowe's equity award associated with his promotion was determined by the Committee at the time of the promotion to be consistent with the Committee's compensation philosophy discussed above. Additionally, in approving the award the Committee considered the fact that Mr. Lowe would not be eligible to participate in the Company's fiscal year 2009 focal equity incentive program.⁷ In general, the performance targets assigned to the Lowe Performance RSUs were as follows:

•

70% of the Lowe Performance RSUs (188,725 RSUs) had performance targets tied to specific product line margin improvements and manufacturing outsourcing objectives (the "Product and Manufacturing Targets"); and



•

30% of the Lowe Performance RSUs (80,882 RSUs) had performance targets tied to step level improvements in CCOP's contribution margin (the "Contribution Margin Targets").

        Pursuant to the terms of the Lowe Performance RSUs, upon Committee determination of the achievement of the relevant performance target(s), the corresponding portion of the Lowe Performance RSUs would be granted, 50% of which would be immediately vested, and the remaining 50% will vest on the first anniversary of the grant date. However, no portion of the Lowe Performance RSUs could vest prior to May 15, 2009, and any portion of the Lowe Performance RSUs for which the applicable performance targets have not been met by the end of the third quarter of the Company's fiscal year 2011 were to be cancelled. The Committee approved the above performance criteria in order to incentivize specific operational actions which the Board and Committee believed would accelerate the Company's objectives of sustained profitability and cash generation through margin improvements and reduction in fixed manufacturing expenses. In each case the performance targets were intended by the Committee to be challenging yet reasonably achievable.

        The Product and Manufacturing Targets were achieved prior to fiscal year 2011. In August 2010 the Committee determined that Mr. Lowe had achieved the Contribution Margin Targets, and accordingly 80,882 RSUs were granted and began vesting on the schedule described in the preceding paragraph.

⁷

The specific performance criteria applicable to the Lowe Performance RSUs were approved by the Committee in November 2008 and, like elements of the objectives discussed above with respect to the VPP, reflect the Company's confidential and commercially sensitive financial and business planning and performance objectives, projections and estimates, the specific disclosure of which would result in competitive harm to the Company.

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        Other Compensation Programs and Policies. In addition to the components of compensation that the Company currently pays to its NEOs, below are two additional potential elements of compensation available to NEOs:

        Deferred Compensation Plan. The Company maintains a deferred compensation plan, pursuant to which certain members of management in the United States (including executive officers) may elect to defer a portion of his or her annual compensation. The participants' funds are invested among various funds designated by the plan administrator and which are identical to those available in the Company's 401(k) Retirement Plan, and may not be invested in the Company's Common Stock or other Company securities. Upon the death or retirement of a participant, the funds attributable to the participant (including any earnings on contributions) are distributed to the participant or the participant's beneficiary in a lump sum or in annual installments over a period not to exceed fifteen years. During fiscal year 2011, none of the Company's NEOs participated in the deferred compensation plan, and new contributions to the plan were suspended as of January 1, 2011.

        Perquisites and Other Personal Benefits. We believe that it is critical that the Company maintains an egalitarian culture in our facilities and operations, and that our executive officers are not entitled to operate under different standards than other employees. The Company's healthcare, insurance, and other welfare and employee benefit programs are the same for all eligible employees, including executive officers. The Company shares the cost of health and welfare benefits with its employees, a cost that is dependent on the level of benefits coverage that each employee elects. The Company generally does not have programs for providing personal benefit perquisites to NEOs, such as defraying the cost of financial or legal advice, personal entertainment, recreational club memberships or family travel, nor does it provide its officers with reserved parking spaces or separate dining or other facilities or services. Mr. Heard received a total of $95,125 to assist with his relocation to Germantown, Maryland. Additionally, Mr. Heard received a commuter allowance of $20,000 for the period from October 2010 through May 2011. The Committee considered many factors when determining to provide the relocation benefits described above to Mr. Heard, including the unique skills Mr. Heard possesses with respect to network operators, the communications test & measurement market and relevant technologies. The Company has no outstanding loans of any kind to any of its executive officers, and it expects its officers to be role models under its Code of Business Conduct, which applies equally to all employees.

Compensation Recovery Policy

        The Committee adopted the "JDSU Compensation Clawback Policy" (the "Policy") in February 2010. The Policy applies to cash incentive payments and equity compensation awards provided to Section 16 officers and directors under any applicable JDSU incentive plan. In the event of fraud or intentional misconduct of Section 16 officers or directors, the Committee may seek:

        (a)   repayment of any cash incentive payment,

        (b)   cancellation of unvested or unexercised equity incentive awards, and

        (c)   repayment of any compensation earned on previously exercised equity incentive awards,

where such payments, equity incentive awards and/or compensation earned on previously exercised equity incentive awards was predicated on results that were augmented by such fraud or intentional misconduct ("Excess Compensation"), whether or not such activity resulted in a financial restatement. The Committee will have sole discretion under the Policy, consistent with any applicable statutory requirements, to seek reimbursement of Excess Compensation.

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        Further, following a restatement of the Company's financial statements, the Company will recover any compensation received by the Chief Executive Officer and Chief Financial Officer that is required to be recovered by Section 304 of the Sarbanes-Oxley Act of 2002.

        For purposes of the Policy, Excess Compensation will be measured as the positive difference, if any, between the compensation earned by an Executive Officer and the compensation that would have been earned by the Executive Officer had the fraud or misconduct not occurred.

Executive Stock Ownership Policy

        The Committee recommended and the full Board approved formal stock ownership requirements for non-employee directors and executive officers of the Company in fiscal year 2005 and amended this policy in August 2010. Under the policy in effect during fiscal year 2011, each non-employee director of the Company was required to have a minimum equity interest in the Company's stock at least equal to three times that non-employee director's annual cash retainer by the later to occur of the fifth anniversary of his or her first election to the Board or June 30, 2012. Likewise, each executive officer of the Company (except for the CEO) was required to have a minimum equity interest in the Company's stock at least equal to that executive officer's annual base salary by the later to occur of the fifth anniversary of his or her commencement of employment with the Company or June 30, 2010, and the CEO was required to have a minimum equity interest in the Company's stock at least equal to three times the CEO's then current annual base salary by the later to occur of the fifth anniversary of his or her commencement of employment with the Company or June 30, 2012. The shares that count towards this Company policy include stock owned outright, unvested and vested restricted stock and RSUs, and any stock options exercisable within 60 days of the valuation date. The equity incentive awards granted in fiscal year 2011 to each of the current named executive officers are listed in the Outstanding Equity At Fiscal Year End Table. Each of the non-employee directors and executive officers of the Company were in compliance with this policy during fiscal year 2011.

Equity Grant Practices

        All stock option awards made to our NEOs, as well as all other Company employees, have an exercise price equal to the fair market value of our common stock on the date of grant (though as noted above the Performance Options only vest upon significant stock price appreciation over the exercise price). Fair market value is defined under our equity compensation plans as the closing market price of one share of our common stock on the NASDAQ Stock Market on the date of grant. The Committee generally makes grants to our NEOs and other senior management on a once-a-fiscal year basis, but the Committee retains the discretion to make additional awards to NEOs at other times in connection with the initial hiring of a new officer, for retention purposes, or otherwise. All new hire equity incentive awards for all employees, including officers, are granted on the 15^th day of the month immediately following the first day of employment of such new employee.

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        The Company does not have any program, plan or practice to time equity compensation grants to its executives in coordination with the release of material nonpublic information. The Company has not timed, nor does it plan to time, the release of material nonpublic information for the purpose of affecting the value of executive compensation, nor are equity compensation grants timed with regard to current share price or factors which may affect future share price.

Tax Considerations

        The Committee endeavors to maximize deductibility of compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") to the extent practicable while maintaining a competitive, performance-based compensation program. Based on the amount of deductions the Company can take each year, the actual impact of the loss of deduction for compensation paid to any NEO over the $1 million limitation is extremely small and has a de minimus impact on the Company's overall tax position. For the foregoing reasons, the Committee, while considering tax deductibility as one of the factors in determining compensation, will not limit compensation to those levels or types of compensation that will be deductible. The Committee will, of course, consider alternative forms of compensation that, consistent with its compensation goals, preserve deductibility.

        The Company's 2003 Equity Incentive Plan (the "2003 Plan") is structured such that compensation deemed paid to an executive officer when he or she exercises an outstanding option under the 2003 Plan, with an exercise price equal to the fair market value of the option shares on the grant date, will qualify as performance-based compensation which will not be subject to the $1 million limitation. In addition, other stock based awards issued under the 2003 Plan may be exempt from the $1 million limitation if such awards are subject to performance criteria and administered in accordance with Section 162(m) of the Code. The Company has discretion to issue other stock based awards which are intended to be exempt from the $1 million limitation as well as other stock based awards that are not intended to be exempt from the $1 million limitation.

Payments Upon a Termination or Change of Control

        In August 2008, the Committee adopted a Change of Control Benefits Plan, pursuant to which eligible executives, including the NEOs (except for the CEO), will receive payments and accelerated vesting of options and other securities in the event of a qualifying termination within 12 months after a change of control of the Company. In addition, pursuant to the employment agreement between the Company and Mr. Waechter, Mr. Waechter will receive payments and, in certain circumstances, acceleration of options and other securities, in the event he is terminated without Cause or resigns for Good Reason in connection with a change of control of the Company.

        The Committee believes these agreements are beneficial to our stockholders because they minimize the uncertainty presented to our valuable workforce in the case of a change of control.

        See "Potential Payments Made Upon Termination or Change of Control" below for a more complete summary of the terms of the Change of Control Benefits Plan and the employment agreement with Mr. Waechter, including estimates of the compensation that would have been payable to the NEOs had they been triggered on July 2, 2011.

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COMPENSATION COMMITTEE REPORT

        The information contained in the following report shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission, except to the extent that the Company specifically requests that the information be treated as soliciting material or incorporates it by reference into a document filed under the Securities Act or the Exchange Act. The information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

        The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

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SUMMARY COMPENSATION TABLE

        The following table summarizes the total compensation of our chief executive officer, chief financial officer, and the three other most highly-paid executive officers (collectively, the "NEOs") in fiscal years 2011, 2010 and 2009.

(1)

Bonuses paid to the NEOs include the following:

•

Mr. Lowe received the bonus payments shown in fiscal year 2009 per the terms of his employment agreement.

(2)

Amounts shown do not reflect compensation actually received by the NEO. Instead, the amounts shown are the grant date fair value in the period presented as determined pursuant to stock-based compensation accounting rule FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used to calculate these amounts are set forth under Note 15 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for fiscal year 2011 filed with the SEC on August 30, 2011.

(3)

Non-equity incentive plan compensation paid to each NEO include the following:

•

All bonuses for fiscal year 2011 were paid pursuant to the Variable Pay Plan.

(4)

All amounts represent 401k matching or 401k contributions by the Company other than the following:

•

The Company paid $56,325 in commuting costs and related tax gross-ups for Mr. Waechter during the first half of fiscal year 2009 when he was still the head of the Communications Test & Measurement Group.

•

The Company paid $115,125 in relocation expenses to Mr. Heard during fiscal year 2011 to assist with his relocation to Germantown, Maryland.

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Employment Contracts, Termination of Employment and Change in Control Arrangements

        On December 17, 2008, the Company and Mr. Waechter entered into an employment agreement (the "Waechter Agreement"), pursuant to which Mr. Waechter became the Chief Executive Officer and President of the Company, effective January 1, 2009. Mr. Waechter's base salary under the Waechter Agreement was initially set at $700,000. In addition, Mr. Waechter is eligible to earn a cash incentive under the Company's established incentive plan(s) for senior executives with a target bonus of 100% of his annual base salary, based upon achievement of objectives determined by the Company from time to time, commencing in the second half of the Company's fiscal year 2009. Effective October 2010, the Board approved an increase in Mr. Waechter's base salary from $700,000 to $750,000. In addition, in August 2011, the Board approved an increase in Mr. Waechter's target bonus for fiscal year 2012, from 100% to 120%. The Waechter Agreement was not amended in connection with these increases.

        Mr. Waechter also received the following equity incentive awards pursuant to the Waechter Agreement, each granted on January 1, 2009:

•

An award of 450,000 Performance Stock Options (the "Performance Options"), which will vest in three equal installments on the first, second and third anniversaries of the grant date. The Performance options will become exercisable upon the latter to occur of (i) the vesting schedule mentioned in the prior sentence and (ii) the appreciation of the price of the Company's common stock such that it will have traded at a minimum of a 25% premium to the exercise price of the Performance Options for at least 30 consecutive trading days;



•

An award of 250,000 time-based stock options, which will vest in three equal installments on the first, second and third anniversaries of the grant date (the "Time Based Options"); and



•

An award of 200,000 restricted stock units ("RSUs"), which will vest in three equal installments on the first, second and third anniversaries of the grant date (the "Time Based RSUs").

        For a complete summary of the termination and change of control provisions of the above agreement, please see the section "Potential Payments Made Upon Termination or Change of Control" below. A complete summary of the 2008 Change of Control Benefits Plan that the Company adopted on August 29, 2008, as amended on August 9, 2011, which explains the termination benefits available to the NEOs other than Mr. Waechter, can also be found under that section heading below.

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GRANTS OF PLAN-BASED AWARDS TABLE

        The following table provides information about equity and non-equity awards granted to the NEOs in fiscal year 2011: