Initial Payment of Annual Director Retainer

Exhibit 10.7

November 20, 2002

Re: Initial Payment of Annual Director Retainer

Dear Mr. Skrzypczak:

The purpose of this letter agreement ("Agreement") is to set forth the terms upon which you will receive an Initial Payment of a portion of your annual retainer for serving as a member of the Board of Directors of JDS Uniphase Corporation (the " Company").

1. Retainer

As a member of the Board of Directors (a " Director") of the Company, you will receive a retainer of $88,000 (the "Retainer") for your service during the period from the shareholders meeting in 2002 through the annual shareholders meeting in 2003. You will receive an initial payment of a portion of the Retainer in the lump-sum amount of $40,000 (the "Initial Payment"). The remaining $48,000 of the Retainer will be paid to you in 12 equal monthly installments of $4,000 beginning on November 1, 2002.

The Company will report the payment of the Retainer to the Internal Revenue Service. You acknowledge that satisfaction of all tax obligations applicable to the receipt of the Retainer is your sole responsibility.

2. Purchase of Company Common Stock

You agree to apply the Initial Payment, which, at your election, shall be net of taxes, toward the purchase of shares of Company common stock on the open market. In order to effectuate the purchase of the Company common stock, the Company will forward the Initial Payment to a Company designated broker in your name. The Company designated broker will use the Initial Payment, less brokerage fees and, at your election, net of taxes, to purchase shares of Company common stock on your behalf and transfer such shares to your account. The Company designated broker will notify you and the Company of the date on which the shares were purchased, the number of shares purchased and the purchase price per share.

3. Vesting Schedule

The shares purchased with the Initial Payment pursuant to Section 2 above (the " Shares") shall be subject to certain transfer restrictions and a right of repurchase, in favor of the Company, at the lesser of (a) the purchase price per Share and (b) the fair market value on the date of repurchase (the " Repurchase Right"). For purposes of this Agreement, the term "vest" shall mean, with respect to any Shares, that such Shares are no longer subject to the Repurchase Right. Provided that you continue to serve as a Director of the Company, the Repurchase Right shall lapse in accordance with the


following schedule (the " Vesting Schedule"):

1/3 of the Shares shall vest twelve months after the Vesting Commencement Date, and an additional 1/3 of the Shares shall vest on each anniversary of the Vesting Commencement Date thereafter. The "Vesting Commencement Date" shall be the date the Shares are purchased by the Company designated broker in your name.

Notwithstanding the foregoing Vesting Schedule, (a) in the event your service as a Director of the Company terminates due to your death, Disability or Retirement (as such terms are defined below) or (b) in the event of a Corporate Transaction, 100% of the Shares shall vest and the Repurchase Right as to unvested Shares shall automatically lapse.

In the event your service as a Director of the Company terminates for any reason other than your death, Disability or Retirement, vesting of the Shares shall cease and the unvested Shares shall be subject to the Company's Repurchase Right.

You agree that the Shares may not be sold, transferred by gift, pledged, hypothecated, or otherwise transferred or disposed of prior to the date that the Shares become vested pursuant to the Vesting Schedule.

For purposes of Section 16 of the Securities Exchange Act of 1934, you represent that you have not sold any shares of the Company during the six months immediately preceding the date of this letter and you agree not to sell any shares d ...