DIRECTOR'S FEE AGREEMENT
THIS DIRECTOR'S FEE AGREEMENT (the "Agreement"), made as of August 1,
2002, is entered into by Bookham Technology plc, a corporation organized under
the laws of England and Wales, (the "Company") and Lori Holland
, a director of
the Company (the "Director").
BACKGROUND. The applicable corporate governance rules imposed by the laws
of the United States, the United Kingdom and the exchanges on which the ordinary
shares and the American Depositary Shares of the Company are listed impose
significant ongoing responsibilities on the Company's Audit Committee, and on
the chair of that Committee. The Director has significant knowledge of the
Company, and a high level of expertise in financials matters, including the
capacity to perform as a "financial expert" within the meaning of the
Sarbanes-Oxley Act of 2002.
In light of the foregoing, the parties hereby agree as follows:
1. SERVICES AS MEMBER OF AUDIT COMMITTEE. The Director agrees to perform
such duties as are necessary from time to time to discharge her responsibilities
as a member of the Company's Audit Committee and to act as Chair of the Audit
Committee, for an annual retainer of $40,000 per year. It is understood that in
consideration of such retainer, the Director shall act both as a member and as
Chair of the Audit Committee, and perform the responsibilities associated with
those functions, including, among other things, review of internal financial
management, monitoring and evaluation of the Company's relationship with its
outside auditors, monitoring of compliance with applicable financial reporting
regimes, evaluation of internal accounting controls, actions relating to the
Company's obligations under the so-called "Turnbull Report" and related matters.
2. OTHER SERVICES AS A DIRECTOR. It is agreed and acknowledged that
this $40,000 is in addition to such other remuneration as the Director shall
be entitled to and the Director shall receive this retainer solely in the
Director's capacity as a member, and Chair, of the Audit Committee.
3. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement.
4. MISCELLANEOUS. This Agreement may be amended or modified by a written
instrument executed by the Company and the Director, and shall be governed by
the laws of England and Wales.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year set forth above.
BOOKHAM TECHNOLOGY plc
By: /s/ ANDREW RICKMAN
By: /s/ LORI HOLLAND