Vice President Marketing Employment Agreement

Exhibit 10.28

September 21, 1998



Mr. William H. Diamond, Jr. 2 Regent Circle Basking Ridge, NJ 07920



Dear Bill,



E-Tek Dynamics (the "Company") is very pleased to offer you a position as Vice President of Marketing and an officer of E-Tek. You will have responsibility for all of the Company's promotional and marketing activities, on the terms set forth in this letter agreement, effective upon your acceptance by execution of a counterpart copy of this letter where indicated below.



1. Reporting Duties and Responsibilities: Employment at Will. In this

---------------------------------------------------------

position, you will report to the Sr. Vice President, Marketing & Sales of

the Company. This offer is for a full time position, located at the offices

of the Company, except as reasonable travel to other locations may be

necessary to fulfill your responsibilities. Your employment with the

Company is on an "at will" basis, and either you or the Company may

terminate your employment with the Company at any time, for any or no



2. Severance Payments upon Termination. If the Company terminates your

-----------------------------------

employment (i) for any reason other than Cause; or (ii) you resign for

"Good Reason", (A) the Company will pay you an agreed upon severance in an

amount equal to your then base salary for the lesser of (i) twelve months;

or (ii) the number of months before you obtain a position with another firm

and (B) the vesting for all options held by you shall be accelerated by

twelve months as of such termination of employment.



"Cause" shall mean (i) gross negligence or willful misconduct in the

performance of duties to the Company after one written warning detailing

the concerns and offering you opportunities to cure; (ii) material and

willful violation of any federal or state law; (iii) commission of any act

of fraud with respect to the Company; (iv) commission of a felony or a

crime causing material harm to the standing and reputation of the Company;

or (v) intentional and improper disclosure of the Company's confidential or

proprietary information.



Resignation for "Good Reason" shall occur if you voluntarily resign from

employment because of (i) a material adverse change in your position with

the Company which materially reduces your responsibility, without Cause and

without your written consent; (ii) a material reduction in your

compensation without your written consent; or (iii) a relocation of your

place of employment outside of the seven (7) Bay Area counties, without

your written consent. William H. Diamond, Jr. September 21, 1998 Page 2 of 4 - -----------





You agree that the payments set forth in this offer letter constitute all

payments that you shall be entitled to, and under any theory, in the event

of any termination of employment.



3. Salary; Bonus; Benefits and Vacation. Your base salary will be $15,000

------------------------------------

($180,000) per month, subject to annual review, payable in accordance with

the Company's customary payroll practice as in effect from time to time.

You will also be eligible to earn an annual target bonus in the amount of

30% o ...