JDS Uniphase Grants Stock Awards to Employees in Connection With Acquisition of Acterna, Inc.
September 02 2005 - 5:15PM
PR Newswire (US)
SAN JOSE, Calif., Sept. 2 /PRNewswire-FirstCall/ -- JDS Uniphase
Corporation (Nasdaq: JDSU; TSX: JDU) today announced that it has
made grants of compensatory stock awards to former employees of
Acterna, Inc. in connection with its acquisition of Acterna last
month. Acterna is a leading worldwide provider of communications
test and measurement solutions for telecommunications service
providers, cable operators, and network equipment manufacturers.
Acterna did not have a regular practice of granting stock awards to
its broad employee population, and the stock awards granted to
those employees by JDS Uniphase are comparable to stock awards that
JDS Uniphase generally grants to its new employees. These grants
were made under the JDS Uniphase Corporation 2005 Acquisition
Equity Incentive Plan, which was approved by the Board of Directors
of JDS Uniphase, but not submitted for the approval of the
stockholders of JDS Uniphase. These stock awards were approved by
the Compensation Committee of the JDS Uniphase Board of Directors
on August 26, 2005. Stock options covering a total of 11,540,980
shares of JDS Uniphase common stock were granted to 442 employees.
Restricted stock units covering a total of 915,000 shares of JDS
Uniphase common stock were granted to 20 employees. John Peeler,
the former President and Chief Executive Officer of Acterna who is
an Executive Vice President of JDS Uniphase, received an option
grant covering 1,000,000 shares of JDS Uniphase common stock and a
restricted stock unit grant for 300,000 shares of JDS Uniphase
common stock. No other stock grants were made to any executive
officer of JDS Uniphase. The stock options were granted with an
exercise price equal to the closing price of JDS Uniphase common
stock on NASDAQ on August 26, 2005, which was $1.51. The stock
options otherwise contain the same terms and conditions as the
standard form of stock option agreement previously approved by the
Board of Directors of JDS Uniphase. The material terms of the
standard form of stock option agreement are as follows. Stock
options vest over a four (4) year period: 25% of the shares vest
after one year of continuous service with JDS Uniphase from the
grant date and the remaining shares vest in equal quarterly
installments over the next three years of continuous service. The
options may not be exercised any later than eight (8) years from
the date of grant, and the option will generally expire after 90
days in the event that the employee's service with JDS Uniphase
ends during that eight year period. The restricted stock units vest
after the completion of five (5) years of continuous service with
JDS Uniphase. Each unit represents the right to receive one (1)
share of JDS Uniphase common stock. If the Acterna business
achieves specified performance goals relating to increases in
revenue and the successful introduction of technology programs,
then 25% of the units shall vest at that time and an additional 25%
of the units shall vest on each anniversary of the date that the
performance goals were achieved. An employee must be employed by
JDS Uniphase on the vesting date in order to be entitled to the
value of any of these units. About JDS Uniphase JDS Uniphase is
committed to enabling broadband & optical innovation in the
communications, commercial and consumer markets. JDS Uniphase is
the leading provider of communications test and measurement
solutions and optical products for telecommunications service
providers, cable operators, and network equipment manufacturers.
Furthermore, JDS Uniphase is the leading provider of innovative
optical solutions for medical/environmental instrumentation,
semiconductor processing, display, brand authentication, aerospace
and defense, and decorative applications. More information is
available at http://www.jdsu.com/. Investors: Jacquie Ross,
408-546-4445, DATASOURCE: JDS Uniphase Corporation CONTACT:
investors, Jacquie Ross, +1-408-546-4445, or , or media, Jayme
Curtis, +1-408-546-7028, or , both of JDS Uniphase Corporation Web
site: http://www.jdsu.com/
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