Document

Exhibit 10.1

VIAVI SOLUTIONS INC.

CHANGE OF CONTROL BENEFITS PLAN

(Amended and Restated Effective June 16, 2020)

1. Introduction.

This Viavi Solutions Inc. (the “Company”) Change of Control Benefits Plan (the “Plan”) is hereby amended and restated effective as of June 16, 2020 (the “Effective Date”).

(a) Purpose. The purpose of the Plan is to describe certain benefits to which Eligible Employees whose employment is terminated in connection with a Change of Control may become entitled.

(b) Effect. This Plan supersedes and replaces any prior plans, policies or practices of the Company or any of its subsidiaries or affiliated companies that relate to severance payments or accelerated vesting of share-based incentive awards of the Company in connection with a change of control (as such term or similar term is defined in any such arrangements) of the Company with respect to Eligible Employees (other than as expressly provided in Section 11 of the Company’s 2003 Equity Incentive Plan or the corresponding provisions of any successor plan). Any such plans, policies or practices, to the extent they relate to severance payments or accelerated vesting of share-based incentive awards of the Company in connection with a change of control, are hereby rescinded and shall no longer have any force or effect to the extent such plans, policies or practices apply to Eligible Employees. Notwithstanding the foregoing, this Plan is subordinated to any individual, written (i) severance benefit agreement, (ii) change of control severance agreement or (iii) employment agreement that provides for severance benefits or accelerated vesting of share-based incentive awards of the Company in existence as of the Effective Date between any Eligible Employee and a member of the Company Group. For clarity, this Plan shall supersede the Viavi Solutions Inc. Executive Severance and Retention Plan (the “Executive Plan”) with respect to the Involuntary Termination occurring on or within twelve (12) months after a Change of Control of any Eligible Employee who is also a participant in the Executive Plan.

2. Definitions. The following capitalized terms used in this Plan shall have the following meanings:

(a) “Base Salary Benefit Period” means:

(i) for each Eligible Employee who, as of immediately prior to the applicable Change of Control, has been designated as a Level I Participant by the Compensation Committee for purposes of the Plan, a period of twenty-four (24) months;

(ii) for each Eligible Employee who, as of immediately prior to the applicable Change of Control, has been designated as a Level II Participant by the Compensation Committee for purposes of the Plan, a period of eighteen (18) months; and

(iii) for each Eligible Employee who, as of immediately prior to the applicable Change of Control, has been designated as a Level III Participant by the Compensation Committee for purposes of the Plan, a period of twelve (12) months.

(b) “Base Salary Rate” means the Eligible Employee’s highest monthly base salary rate in effect at any time during the period of twelve (12) months prior to such employee’s Termination Date (disregarding any reduction in the Eligible Employee’s base salary rate constituting Good Reason). Base Salary Rate does not include any bonuses, commissions, fringe benefits, car allowances, other irregular payments or any other compensation except base salary.

(d) “Cause” means the occurrence of any of the following, in each case as reasonably determined by the Board:

(i) gross negligence or willful misconduct in an Eligible Employee’s performance of duties to the Company Group; or

(ii) a material and willful violation of any federal or state law by an Eligible Employee that if made public would injure the business or reputation of the Company Group;

(iii) refusal or willful failure by an Eligible Employee to comply with any specific lawful direction or order of the Company Group or the material policies and procedures of the Company Group, including but not limited to the

Viavi Solutions Inc. Code of Business Conduct and Insider Trading Policy, as well as any obligations concerning proprietary rights and confidential information of the Company Group; or

(iv) conviction (including a plea of nolo contendere) of an Eligible Employee of a felony or a misdemeanor, in either case that would have a material adverse effect on the Company Group’s goodwill if such Eligible Employee were to be retained as an employee of the Company Group; or

(v) substantial and continuing willful refusal by an Eligible Employee to perform duties ordinarily performed by an employee in the same position and having similar duties as such Eligible Employee;

provided, however, that no act or failure to act, on the Eligible Employee’s part shall be considered “willful” unless done, or omitted to be done, by the Eligible Employee not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.

(e) “Change of Control” means the occurrence of one or more of the following with respect to the Company:

(i) the acquisition by any person (or related group of persons), whether by tender or exchange offer made directly to the Company’s stockholders, open market purchases or any other transaction or series of transactions, of stock of the Company that, together with stock of the Company held by such person or group, constitutes more than forty percent (40%) of the total fair market value or total voting power of the then outstanding stock of the Company entitled to vote generally in the election of the Board; or

(ii) consummation of a reorganization, merger, reverse merger, consolidation or similar corporate transaction involving the Company; provided, however, that such a transaction shall constitute a Change in Control only if either (A) securities representing more than forty percent (40%) of the total combined voting power of the surviving entity are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934), directly or indirectly, immediately after such transaction by persons who did not beneficially own, directly or indirectly, common stock of the Company immediately prior to such transaction or (B) individuals who were members of the Board immediately prior to such transaction do not constitute a majority of the Board immediately after the transaction; or

(iii) the sale, transfer, lease or other disposition of all or substantially all of the assets of the Company or the exclusive license of all or substantially all of the intellectual property of the Company (other than a sale, transfer, lease or other disposition or exclusive license to one or more subsidiaries of the Company); provided, however, that a transaction described in clause (iv) of this Section 2(e) shall not be deemed a Change of Control except with respect to NSE Eligible Employees; and provided, further, that a transaction described in clause (v) of this Section 2(e) shall not be deemed a Change of Control except with respect to OSP Eligible Employees; or

(iv) with respect to NSE Eligible Employees only, the closing of a transaction that results in assets representing at least fifty percent (50%) of the assets or revenues of the NSE Operating Segment being separated from the Company’s business through a sale, transfer or other disposition; or

(v) with respect to OSP Eligible Employees only, the closing of a transaction that results in assets representing at least fifty percent (50%) of the assets or revenues of the OSP Operating Segment being separated from the Company’s business through a sale, transfer or other disposition.

Notwithstanding the foregoing, to the extent that any amount constituting nonqualified deferred compensation within the meaning of Section 409A of the Code would become payable under this Plan solely by reason of a Change of Control, such amount shall become payable only if the event constituting a Change of Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code.

(f) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

(g) “Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto and any applicable regulations promulgated thereunder.

(h) “Company Group” means the group consisting of the Company, any successor in interest to substantially all of the business and/or assets of the Company and each present or future parent and subsidiary corporation or other business entity thereof.

(i) “Compensation Committee” means the Compensation Committee of the Board.

(j) “Coverage Period” with respect to an Eligible Employee means the period beginning upon the consummation of a Change of Control and ending twelve (12) months following the consummation of such Change of Control.

(k) “Disability” means an Eligible Employee’s disability, as determined by the Social Security Administration or the long-term disability plan maintained by the Company; provided however, that in the case of Eligible Employees residing outside the United States, “Disability” shall have such meaning as is required by applicable law.

(l) “Eligible Employee” means an individual employed by a member of the Company Group who is a highly compensated or management level employee and who is selected by the Compensation Committee to participate in the Plan; provided, however, that unless otherwise expressly provided by the Compensation Committee, an employee must both (i) hold a position of Vice President or higher and (ii) directly report to the Company’s Chief Executive Officer to be eligible to participate in the Plan. The Compensation Committee shall determine in its sole discretion the employees who will participate in the Plan and the level of participation of each such employee.

(m) “Equity Award” means a stock option, stock appreciation right, restricted stock, restricted stock unit, performance share or performance unit award, or any other security or similar share-based incentive award, whether exercisable for, or to be paid or settled in, shares of capital stock or cash.

(n) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(o) “Good Reason” means the occurrence of any of the following conditions without the Eligible Employee’s express written consent, which condition(s) remain(s) in effect thirty (30) days after written notice to the Company from the Eligible Employee of such condition(s) and which notice must have been given within thirty (30) days following the initial occurrence of such condition(s):

(i) the significant reduction of the Eligible Employee’s duties, authority, responsibilities or reporting relationships relative to the Eligible Employee’s duties, authority, responsibilities or reporting relationships as in effect immediately prior to such reduction, or the assignment to the Eligible Employee of such reduced duties, authority, responsibilities or reporting relationships; provided, however, that the occurrence of a Change of Control shall not, in and of itself, constitute a material adverse change in the Eligible Employee’s authority, duties or responsibilities; or

(ii) a material reduction by the Company Group in the base salary or cash variable incentive compensation target of the Eligible Employee as in effect immediately prior to such reduction; or

(iii) the relocation of the Eligible Employee’s principal work location to a facility or a location more than fifty (50) miles from the Eligible Employee’s then present principal work location; or

(iv) the failure of the Company Group to obtain agreement from any successor contemplated in Section 7 below to provide the benefits provided for in this Plan as it exists at the time of such succession.

The existence of Good Reason shall not be affected by the Eligible Employee’s temporary incapacity due to physical or mental illness not constituting a Disability. The Eligible Employee’s continued employment for a period not exceeding ninety (90) days following the initial occurrence of any condition constituting Good Reason shall not constitute consent to, or a waiver of rights with respect to, such condition.

(p) “Involuntary Termination” means the occurrence of either of the following events:

(i) termination by the Company Group of the Eligible Employee’s employment for any reason other than Cause; or

(ii) the Eligible Employee’s termination of employment with the Company Group for Good Reason, provided that such termination occurs within ninety (90) days following the initial occurrence of the condition constituting Good Reason;

provided, however, that Involuntary Termination shall not include any termination of the Eligible Employee’s employment which is (A) for Cause, (B) a result of the Eligible Employee’s death or Disability, or (C) a result of the Eligible Employee’s voluntary termination of employment other than for Good Reason.

(q) “Level I Participant” means an Eligible Employee who has been designated by the Compensation Committee as a Level I Participant for purposes of the Plan.

(r) “Level II Participant” means an Eligible Employee who has been designated by the Compensation Committee as a Level II Participant for purposes of the Plan.

(s) “Level III Participant” means an Eligible Employee who has been designated by the Compensation Committee as a Level III Participant for purposes of the Plan.

(t) “NSE Eligible Employee” means an Eligible Employee who, at the time of a Change of Control, has been designated by the Compensation Committee as an NSE Eligible Employee.

(u) “NSE Operating Segment” means the Network Service and Enablement operating segment of the Company Group, as such segment is reported in the Company’s annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the last full fiscal year.

(v) “OSP Eligible Employee” means an Eligible Employee who, at the time of a Change of Control, has been designated by the Compensation Committee as an OSP Eligible Employee.

(w) “OSP Operating Segment” means the Optical Security and Performance Products operating segment of the Company Group, as such segment is reported in the Company’s annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the last full fiscal year.

(x) “Release” means a general release of all known and unknown claims against the Company Group and its affiliates and their stockholders, directors, officers, employees, agents, successors and assigns substantially in the form attached hereto as Exhibit A (“General Release of Claims [Age 40 and over]”) or Exhibit B (“General Release of Claims [Under age 40]”), whichever is applicable, with any modifications thereto determined by legal counsel to the Company to be necessary or advisable to comply with applicable law or to accomplish the intent of Section 8 (Exclusive Benefits) hereof.

(y) “Release Deadline Date” means the sixtieth (60th) day following the Eligible Employee’s Termination Date.

(z) “Separation from Service” means a separation from service (as such term is defined under Treasury Regulations Section 1.409A-1(h), without regard to any alternate definitions thereunder, with the Company, each subsidiary of the Company, and each successor to the Company.

(aa) “Termination Date” means the date of an Eligible Employee’s Separation from Service.

3. Eligibility for Severance and Other Benefits. Eligible Employees will receive the benefits described herein under the following circumstances:

(a) Involuntary Termination During Coverage Period. In the event of an Eligible Employee’s Separation from Service resulting from such Eligible Employee’s Involuntary Termination at any time during a Coverage Period, then, provided that, on or before the Release Deadline Date, the Eligible Employee executes the Release applicable to such Eligible Employee and the period for revocation, if any, of such Release has lapsed without the Release having been revoked, the Eligible Employee will receive the following:

(i) Cash Severance. A lump sum cash payment in an amount equal to the sum of:

(A) the product of the Eligible Employee’s Base Salary Rate and the number of months contained in the Eligible Employee’s Base Salary Benefit Period, and

(B) the product of (i) the monthly premium that would be charged to the Eligible Employee for the month following the month in which the Eligible Employee’s Termination Date occurs were the Eligible Employee eligible for, and elected to receive, continued healthcare coverage as in effect for such month for the Eligible Employee and the Eligible Employee’s dependents who would be eligible for such coverage under COBRA and (ii) twelve (12).

Such payment shall be made to the Eligible Employee through the Company’s payroll system on (or within ten (10) business days following) the Release Deadline Date. The Eligible Employee may, but shall not be obligated to, use the payment provided under clause (B) above toward the cost of COBRA continued healthcare coverage premiums (which payment shall be fully taxable regardless of whether it is actually used to pay such premiums). The Company will provide the final form of Release to the Eligible Employee not later than seven (7) days after the date of the Eligible Employee’s Involuntary Termination.

(ii) Equity Award Accelerated Vesting. The Eligible Employee’s right, title and entitlement to any and all unvested Equity Awards that have been granted or issued to the Eligible Employee by the Company Group and are outstanding as of the Termination Date (A) that are subject to time-based vesting conditions shall automatically be accelerated in full so as to become immediately and completely vested, and (B) that are subject to performance-based vesting conditions with a “target” achievement level shall automatically be accelerated at 100% of such “target” achievement level so as to become immediately and completely vested and fully exercisable to such extent. Such acceleration of vesting and exercisability shall be effective upon the Release Deadline Date. Notwithstanding any other provision in the relevant equity incentive plan and/or notice of grant and grant agreement to the contrary, all stock options held by the Eligible Employee shall remain fully exercisable until the earlier of (x) two (2) years from the Termination Date, or (y) the expiration of the term of the stock option as provided in the relevant notice of grant and grant agreement. In all other respects, the Eligible Employee’s Equity Awards shall continue to be subject to the terms of the applicable equity incentive plan, notice of grant and grant agreement.

(b) Voluntary Resignation; Termination for Cause. If an Eligible Employee’s employment terminates by reason of voluntary resignation (which is not for Good Reason), or if an Eligible Employee is terminated for Cause, then such Eligible Employee shall not be entitled to receive any benefits under Section 3(a) of this Plan.

(c) Disability. If an Eligible Employee suffers from a Disability, the Company Group may terminate such Eligible Employee’s employment to the extent permitted by law and, if such Separation from Service occurs within twelve (12) months following a Change of Control, the Company will then pay to that Eligible Employee the compensation set forth in Section 3(a) of this Plan.

(d) Death. If an Eligible Employee’s employment is terminated due to the death of such Eligible Employee within twelve (12) months following a Change of Control, then the compensation set forth in Section 3(a) of this Plan will be paid to the former Eligible Employee’s estate.

(e) Termination Not in Connection With a Change of Control. In the event an Eligible Employee’s employment terminates for any reason or no reason, whether on account of Disability, death, or otherwise, on a date that is not within the Coverage Period with respect to a Change of Control, then such Eligible Employee shall not be entitled to receive severance or any other benefits under Section 3(a) of this Plan.

(f) Offset of Debt to Company Group. If an Eligible Employee is indebted to the Company Group at the time of a termination that would give rise to severance benefits under Section 3(a), the Company Group reserves the right to offset such severance benefits under the Plan by the amount of such indebtedness.

4. Section 409A of the Code.

(a) Payments and benefits that may be provided pursuant to this Plan are intended to be exempt from treatment as nonqualified deferred compensation subject to Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Section 409A”) by reason of the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise.

(b) Notwithstanding any inconsistent provision of this Plan, to the extent the Company determines in good faith that (i) one or more of the payments or benefits received or to be received by an Eligible Employee pursuant to this Plan in connection with such Eligible Employee’s termination of employment would constitute nonqualified deferred compensation subject to the rules of Section 409A, and (ii) that the Eligible Employee is a “specified employee” under Section 409A (determined using the identification methodology selected by the Company from time to time, or if none, the default methodology described in the applicable Treasury Regulation), then only to the extent required to avoid the Eligible Employee’s incurrence of any additional tax or interest under Section 409A, such payment or benefit will be delayed until the earlier of the date which is six (6) months and one (1) day after the Eligible Employee’s Separation from Service or the date of the Eligible Employee’s death (in either case, the “Delayed Payment Date”).

(c) The vesting of any Equity Award which constitutes nonqualified deferred compensation subject to Section 409A and is held by an Eligible Employee who is a “specified employee” shall be accelerated in accordance with Section 3(a) to the extent applicable; provided, however, that the payment in settlement of any such Equity Award that would otherwise occur prior to the Delayed Payment Date shall occur on the Delayed Payment Date and otherwise shall be paid in accordance with its then existing settlement schedule.

(d) It is intended that any amounts payable under this Plan shall either be exempt from or comply with Section 409A so as not to subject any Eligible Employee to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Plan shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Eligible Employee. The Company does not guarantee any particular tax effect for income provided to Eligible Employees pursuant to this Plan. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Eligible Employees, the Company shall not be responsible for the payment of any taxes, penalties, interest, costs, fees, including attorneys’ fees, or other liability incurred by an Eligible Employee in connection with compensation paid or provided to the Eligible Employee pursuant to this Plan.

5. Certain Tax Matters.

(a) Withholding. All payments made pursuant to this Plan will be subject to withholding of applicable income and employment taxes.

(b) Parachute Payments. Notwithstanding anything contained in this Plan to the contrary, to the extent that the payments and benefits provided under this Plan and benefits provided to, or for the benefit of, an Eligible Employee under any other Company plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Payments would result in the Eligible Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if the Eligible Employee received all of the Payments (such reduced amount is referred to hereinafter as the “Limited Benefit Amount”). The Company shall reduce or eliminate the Payments by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Eligible Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Eligible Employee’s rights and entitlements to any benefits or compensation.

(c) Determination of Parachute Payments. A determination as to whether the Payments shall be reduced to the Limited Benefit Amount pursuant to Section 5(b) above and the amount of such Limited Benefit Amount shall be made by the Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company (the “Firm”) at the Company’s expense. The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Eligible Employee within (15) calendar days after the date on which the Eligible Employee’s right to Payments is triggered. If the Firm determines that no Excise Tax is payable by the Eligible Employee with respect to any Payments, it shall furnish the Eligible Employee with that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon the Company and the Eligible Employee and if the Firm concludes that a reduction is required pursuant to Section 5(b), the ordering of the reduction shall be as set forth in Section 5(b).

6. At-Will Employment. Subject only to any individual written agreement between a member of the Company Group and an Eligible Employee to the contrary, each Eligible Employee’s employment is and shall continue to be at-will, as defined under applicable law. If an Eligible Employee’s employment terminates for any reason other than as specified in Section 3(a), 3(c) or 3(d), such Eligible Employee shall not be entitled to any benefits, damages, awards or compensation under this Plan.

7. Successors and Assigns.

(a) Successors of the Company. The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, expressly, absolutely and unconditionally to assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.

(b) Acknowledgment by Company. If the Company fails to reasonably confirm that it has performed the obligation described in Section 7(a) within twenty (20) days after written request for such confirmation from an Eligible Employee, such failure shall be a material breach of this Plan and shall entitle the Eligible Employee to resign for Good Reason and to receive the benefits provided under this Plan in the event of Involuntary Termination.

(c) Heirs and Representatives of Eligible Employee. This Plan shall inure to the benefit of and be enforceable by the Eligible Employees’ personal or legal representatives, executors, administrators, successors, heirs, distributees, devises, legatees or other beneficiaries. If an Eligible Employee should die while any amount would still be payable to the Eligible Employee hereunder (other than amounts which, by their terms, terminate upon the death of the Eligible Employee) if the Eligible Employee had continued to live, then all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to the executors, personal representatives or administrators of the Eligible Employee’s estate.

8. Exclusive Benefits. Eligible Employees shall not be entitled to any payments, compensation, benefits or other consideration from the Company Group, apart from those identified in Section 3, on account of a termination during the Coverage Period with respect to a Change of Control.

9. Claims for Benefits.

(a) ERISA Plan. This Plan is intended to be (a) an employee welfare benefit plan as defined in Section 3(1) of ERISA and (b) a “top-hat” plan maintained for the benefit of a select group of management or highly compensated employees of the Company Group.

(b) Application for Benefits. All applications for payments and/or benefits under the Plan (“Benefits”) shall be submitted to the Compensation Committee (the “Claims Administrator”), with a copy to the Company’s Chief Executive

Officer. Applications for Benefits must be in writing on forms acceptable to the Claims Administrator and must be signed by the Eligible Employee or beneficiary. The Claims Administrator reserves the right to require the Eligible Employee or beneficiary to furnish such other proof of the Eligible Employee’s expenses, including without limitation, receipts, canceled checks, bills, and invoices as may be required by the Claims Administrator.

(i) If a claimant’s claim for Benefits is denied, the Claims Administrator shall provide notice to the claimant in writing of the denial within ninety (90) days after its submission. The notice shall be written in a manner calculated to be understood by the claimant and shall include:

(A) The specific reason or reasons for the denial;

(B) References to the specific Plan provisions on which the denial is based;

(C) A description of any additional material or information necessary for the applicant to perfect the claim and an explanation of why such material or information is necessary; and

(D) An explanation of the Plan’s claims review procedures and time limits applicable to such procedures, including a statement of claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination.

(ii) If special circumstances require an extension of time for processing the initial claim, a written notice of the extension and the reason therefor shall be furnished to the claimant before the end of the initial ninety (90) day period. In no event shall such extension exceed ninety (90) days.

(iii) If a claim for Benefits is denied, the claimant, at the claimant’s sole expense, may appeal the denial to the Compensation Committee as constituted immediately prior to the applicable Involuntary Termination (the “Appeals Administrator”), regardless of whether all or any of the members of the Appeals Administrator continue to be affiliated with the Company following the Involuntary Termination, within sixty (60) days of the receipt of written notice of the denial. In pursuing such appeal the claimant or his or her duly authorized representative:

(A) may request in writing that the Appeals Administrator review the denial;

(B) may review pertinent documents; and

(iv) The decision on review shall be made within sixty (60) days of receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of the request for review. If such an extension of time is required, written notice of the extension shall be furnished to the claimant before the end of the original sixty (60) day period. The decision on review shall be made in writing, shall be written in a manner calculated to be understood by the claimant, and, if the decision on review is a denial of the claim for Benefits, shall include:

(A) The specific reason or reasons for the denial;

(B) References to the specific Plan provisions on which the denial is based;

(C) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, the Plan and all documents, records and other information relevant to his or her claim for benefits; and

(D) A statement of claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination.

(d) Exhaustion of Administrative Remedies. The exhaustion of these claims procedures is mandatory for resolving every claim and dispute arising under the Plan. As to such claims and disputes:

(i) No claimant shall be permitted to commence any legal action to recover benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, until these claims procedures have been exhausted in their entirety; and

(ii) In any such legal action, all explicit and implicit determinations by the Claims Administrator (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.

10. Dispute Resolution. Any dispute or claim relating to or arising out of this Plan that is not resolved in accordance with procedure described in Section 9 shall be resolved by means of binding arbitration in Santa Clara County, California

before a sole arbitrator, in accordance with the laws of the State of California for agreements made in that State or as otherwise required by ERISA. Any arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. If arbitration is brought after the claim or controversy has been submitted for review by the Compensation Committee in accordance with Section 9, the arbitrator shall limit his or her review to whether or not the Compensation Committee has abused its discretion in its interpretation and administration of the Plan; provided, however, that the arbitrator shall apply a de novo standard of review with respect to any claim for benefits hereunder based on an event that occurs on or after the date of a Change of Control. Judgment on the award may be entered in any court having jurisdiction. The prevailing party shall be entitled to recover from the losing party its attorneys’ fees and costs incurred in any action brought to enforce any right arising out of this Plan.

11. Amendment and Termination of the Plan.

(a) Amendment. Prior to a Change of Control (except as provided in the next sentence), the Company reserves the right to amend or terminate this Plan upon written notice to Eligible Employees (including, without limitation, to change the designated level of participation of any Eligible Employee or to change the designation of an Eligible Employee as an NSE Eligible Employee or an OSP Eligible Employee). Upon a Change of Control, or upon the Company’s entering into any definitive agreement that, if consummated, would constitute a Change in Control (and provided that such definitive agreement has not terminated), this Plan will become non-modifiable (and an Eligible Employee’s level of participation may not be reduced and, if applicable, an Eligible Employee’s designation as an NSE Eligible Employee or an OSP Eligible Employee may not be removed) without the consent of the affected Eligible Employee.

(b) Plan Termination. Unless extended by the Board or the Compensation Committee, the Plan shall terminate on the third anniversary of the Effective Date (the “Plan Termination Date”), provided that the Plan shall not terminate, and shall continue in full force and effect and not shall not be terminable by any action of the Company or a successor in interest to the Company, in the event of the occurrence of a Change of Control on or before the Plan Termination Date.

12. General.

(a) Administration. The Plan shall be administered by the Compensation Committee. The Compensation Committee shall have the exclusive discretion and authority to establish rules, forms and procedures for the administration of the Plan, to construe and interpret the Plan, and to decide all questions of fact, interpretation, definition, computation or administration arising in connection with the Plan, including, but not limited to, eligibility to participate in the Plan and the amount of benefits paid under the Plan. The rules, interpretations and other actions of the Compensation Committee shall be binding and conclusive on all persons. All expenses incurred in connection with the administration of the Plan, including the claims procedures described in Section 9, shall be paid by the Company.

(b) Unfunded Obligation. Any amounts payable to Eligible Employees pursuant to the Plan are unfunded obligations. The Company shall not be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Eligible Employee account shall not create or constitute a trust or fiduciary relationship between the Board or the Company and an Eligible Employee, or otherwise create any vested or beneficial interest in any Eligible Employee or the Eligible Employee’s creditors in any assets of the Company.

(c) No Duty to Mitigate; Obligations of Company. An Eligible Employee shall not be required to mitigate the amount of any payment or benefit contemplated by this Plan by seeking employment with a new employer or otherwise, nor shall any such payment or benefit be reduced by any compensation or benefits that the Eligible Employee may receive from employment by another employer. Except as otherwise provided by this Plan, the obligations of the Company to make payments to the Eligible Employee and to make the arrangements provided for herein are absolute and unconditional and may not be reduced by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Eligible Employee or any third party at any time.

(d) Clawback. Without the consent of any Eligible Employee, the obligations of the Company to make a payment pursuant to this Plan shall be subject to the terms and conditions of a policy on the recoupment of incentive compensation as shall be adopted by the Company to implement the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other mandate under law applicable to such payment.

(e) Notice. Notices and all other communications contemplated by this Plan shall be in writing and shall be deemed to have been duly given either (i) when personally delivered or sent by facsimile or (ii) five (5) days after being mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of an Eligible Employee, mailed notices shall be addressed to him or her at the home address or facsimile number which he or she most recently communicated

to Employer in writing. In the case of Employer, mailed notices or notices sent by facsimile shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its General Counsel or Chief Financial Officer.

(f) Waiver. No waiver by the Eligible Employee or the Company of any breach of, or of any lack of compliance with, any condition or provision of this Plan by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(g) Choice of Law. The validity, interpretation, construction and performance of this Plan shall be governed by the substantive laws of the State of California, without regard to its conflict of law provisions.

(h) Validity. The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall remain in full force and effect.

(i) Benefits Not Assignable. Except as otherwise provided herein or by law, no right or interest of any Eligible Employee under the Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including, without limitation, by execution, levy, garnishment, attachment, pledge or in any other manner, and no attempted transfer or assignment thereof shall be effective. No right or interest of any Eligible Employee under the Plan shall be liable for, or subject to, any obligation or liability of such Eligible Employee.

13. Execution. To record the adoption of the Plan as set forth herein, effective as of the Effective Date set forth above, Viavi Solutions Inc. has caused its duly authorized officer to execute the same.



Viavi Solutions Inc.

By:		/s/ Kevin Siebert

Name:		Kevin Siebert
Title:		Senior Vice President,
		General Counsel and Secretary

EXHIBIT A

FORM OF

GENERAL RELEASE OF CLAIMS

[Age 40 and over]

This General Release of Claims (this “Agreement”) is by and between [Employee Name] (“Employee”) and [Viavi Solutions Inc. or Successor that agrees to assume the Change of Control Benefits Plan] (the “Company”). This Agreement will become effective on the eighth (8th) day after it is signed by Employee (the “Release Effective Date”), provided that the Company has signed this Agreement and Employee has not revoked this Agreement (by written notice to [Company Contact Name] at the Company) prior to that date.

RECITALS

A. Employee was employed by the Company as of , .

B. Employee is an Eligible Employee described in the Viavi Solutions Inc. Change of Control Benefits Plan (the “Plan”), wherein Employee is entitled to receive certain benefits in the event of an Involuntary Termination (as defined by the Plan), provided Employee signs and does not revoke a Release (as defined by the Plan).

C. Employee’s employment has been terminated as a result of an Involuntary Termination (as defined by the Plan). Employee’s last day of work and termination are effective as of , . Employee desires to receive the payments and benefits provided by the Plan by executing this Release.

NOW, THEREFORE, the parties agree as follows:

1. The Company shall provide Employee with the applicable payments and benefits set forth in the Plan in accordance with the terms of the Plan. Employee acknowledges that the payments and benefits made pursuant to this paragraph are made in full satisfaction of the Company’s obligations under the Plan. Employee further acknowledges that Employee has been paid all wages and accrued, unused vacation that Employee earned during his or her employment with the Company.

2. Employee and Employee’s successors release the Company, its respective subsidiaries, stockholders, investors, directors, officers, employees, agents, attorneys, insurers, legal successors and assigns of and from any and all claims, actions and causes of action, whether now known or unknown, which Employee now has, or at any other time had, or shall or may have against those released parties based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever directly related to Employee’s employment by the Company or the termination of such employment and occurring or existing at any time up to and including the Release Effective Date (“Claims”), including, but not limited to, any claims of breach of written contract, wrongful termination, retaliation, fraud, defamation, infliction of emotional distress, or national origin, race, age, sex, sexual orientation, disability or other discrimination or harassment under the Civil Rights Act of 1964, the Age Discrimination In Employment Act of 1967, the Americans with Disabilities Act, the Fair Employment and Housing Act or any other applicable law. Notwithstanding the foregoing, this release shall not apply to any right of the Employee to receive the applicable payments and benefits set forth in the Plan in accordance with the terms of the Plan. In addition, this release does not cover any Claim that cannot be so released as a matter of applicable law. Notwithstanding anything to the contrary herein, nothing in this Agreement prohibits Employee from filing a charge with or participating in an investigation conducted by any state or federal government agencies. However, Employee does waive, to the maximum extent permitted by law, the right to receive any monetary or other recovery, should any agency or any other person pursue any claims on Employee’s behalf arising out of any claim released pursuant to this Agreement. For clarity, and as required by law, such waiver does not prevent Employee from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.

3. Employee acknowledges that he or she has read Section 1542 of the Civil Code of the State of California, which states in full:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Employee waives any rights that Employee has or may have under Section 1542 and comparable or similar provisions of the laws of other states in the United States to the full extent that he or she may lawfully waive such rights pertaining to this general release of claims, and affirms that Employee is releasing all known and unknown claims that he or she has or may have against the parties listed above.

4. Employee and the Company acknowledge and agree that they shall continue to be bound by and comply with the terms and obligations under the following agreements: (i) any proprietary rights or confidentiality agreements between the Company and Employee, (ii) the Plan, and (iii) any stock option, stock grant or other equity award agreements between the Company and Employee.

5. This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors, assigns, heirs and personal representatives.

6. The parties agree that any and all disputes that both (i) arise out of the Plan, the interpretation, validity or enforceability of the Plan or the alleged breach thereof and (ii) relate to the enforceability of this Agreement or the interpretation of the terms of this Agreement shall be subject to the provisions of Section 9 and Section 10 of the Plan.

7. The parties agree that, unless otherwise expressly provided in an applicable written agreement, any and all disputes that (i) do not arise out of the Plan, the interpretation, validity or enforceability of the Plan or the alleged breach thereof and (ii) relate to the enforceability of this Agreement, the interpretation of the terms of this Agreement or any of the matters herein released or herein described shall be resolved by means of a court trial conducted by the superior or district court in Santa Clara County, California. The parties hereby irrevocably waive their respective rights to have any such disputes tried to a jury, and the parties hereby agree that such courts will have personal and subject matter jurisdiction over all such disputes. Notwithstanding the foregoing, in the event of any such dispute, the parties may agree to mediate or arbitrate the dispute on such terms and conditions as may be agreed in writing by the parties. The prevailing party shall be entitled to recover from the losing party its attorneys’ fees and costs incurred in any action brought to resolve any such dispute.

8. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, with the exception of any agreements described in paragraph 4 of this Agreement. This Agreement may not be modified or amended except by a document signed by an authorized officer of the Company and Employee. If any provision of this Agreement is deemed invalid, illegal or unenforceable, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected.

EMPLOYEE UNDERSTANDS THAT EMPLOYEE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND THAT EMPLOYEE IS GIVING UP ANY LEGAL CLAIMS EMPLOYEE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT. EMPLOYEE FURTHER UNDERSTANDS THAT EMPLOYEE MAY HAVE UP TO [21] [45] DAYS TO CONSIDER THIS AGREEMENT, THAT EMPLOYEE MAY REVOKE IT AT ANY TIME DURING THE 7 DAYS AFTER EMPLOYEE SIGNS IT, AND THAT IT SHALL NOT BECOME EFFECTIVE UNTIL THAT 7-DAY PERIOD HAS PASSED. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE COMPENSATION AND BENEFITS DESCRIBED IN PARAGRAPH 1.



Dated:
						[Employee Name]

						[Company]

Dated:						By:

EXHIBIT B

FORM OF GENERAL RELEASE OF CLAIMS

[Under age 40]

RECITALS

A. Employee was employed by the Company as of , .

C. Employee’s employment has been terminated as a result of an Involuntary Termination (as defined by the Plan). Employee’s last day of work and termination are effective as of , (the “Termination Date”). Employee desires to receive the payments and benefits provided by the Plan by executing this Release.

NOW, THEREFORE, the parties agree as follows:

2. Employee and Employee’s successors release the Company, its respective subsidiaries, stockholders, investors, directors, officers, employees, agents, attorneys, insurers, legal successors and assigns of and from any and all claims, actions and causes of action, whether now known or unknown, which Employee now has, or at any other time had, or shall or may have against those released parties based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever directly related to Employee’s employment by the Company or the termination of such employment and occurring or existing at any time up to and including the Termination Date (“Claims”), including, but not limited to, any claims of breach of written contract, wrongful termination, retaliation, fraud, defamation, infliction of emotional distress, or national origin, race, age, sex, sexual orientation, disability or other discrimination or harassment under the Civil Rights Act of 1964, the Age Discrimination In Employment Act of 1967, the Americans with Disabilities Act, the Fair Employment and Housing Act or any other applicable law. Notwithstanding the foregoing, this release shall not apply to any right of the Employee to receive the applicable payments and benefits set forth in the Plan in accordance with the terms of the Plan. In addition, this release does not cover any Claim that cannot be so released as a matter of applicable law. Notwithstanding anything to the contrary herein, nothing in this Agreement prohibits Employee from filing a charge with or participating in an investigation conducted by any state or federal government agencies. However, Employee does waive, to the maximum extent permitted by law, the right to receive any monetary or other recovery, should any agency or any other person pursue any claims on Employee’s behalf arising out of any claim released pursuant to this Agreement. For clarity, and as required by law, such waiver does not prevent Employee from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.

3. Employee acknowledges that he or she has read Section 1542 of the Civil Code of the State of California, which states in full:

4. Employee and the Company acknowledge and agree that they shall continue to be bound by and comply with the terms and his obligations under the following agreements: (i) any proprietary rights or confidentiality agreements between the Company and Employee, (ii) the Plan, and (iii) any stock option, stock grant or other equity award agreements between the Company and Employee.

5. This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors, assigns, heirs and personal representatives.

EMPLOYEE UNDERSTANDS THAT EMPLOYEE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND THAT EMPLOYEE IS GIVING UP ANY LEGAL CLAIMS EMPLOYEE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE COMPENSATION AND BENEFITS DESCRIBED IN PARAGRAPH 1.



Dated:
						[Employee Name]

						[Company]

Dated:						By:

Exhibit 10.2

VIAVI SOLUTIONS INC. 2003 EQUITY INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT AWARD



Grantee’s Name:	Award Number:
	Date of Award:
	Type of Award: Restricted Stock Units
	Vesting Commencement Date:

You (the “Grantee”) have been granted a restricted stock unit award (the “Award”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Viavi Solutions Inc. 2003 Equity Incentive Plan, as amended from time to time (the “Plan”) and the attached Restricted Stock Unit Award Agreement and any addendum thereto, which contains country specific provisions (collectively, the “Agreement”), as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

Total Number of Restricted Stock Units Awarded (the “Units”):

Vesting Schedule:

Subject to the Grantee’s Continuous Active Service and other provisions and limitations set forth in this Notice, the Agreement and the Plan, the Units will “vest” in accordance with the following schedule: __________________

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan, and the Agreement.



	Viavi Solutions Inc., a Delaware corporation
	By:
	Title:

The Grantee acknowledges receipt of a copy of the Plan and the Agreement and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice, the Agreement and the Plan. The Grantee hereby agrees that all disputes arising out of or relating to this Notice, the Plan and the Agreement shall be resolved in accordance with Section 12 of the Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice.



Dated:	Signed:

Award Number: __________

VIAVI SOLUTIONS INC. 2003 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

1.Issuance of Units. Viavi Solutions Inc., a Delaware corporation (the “Company”), hereby issues to the Grantee (the “Grantee”) named in the Notice of Restricted Stock Unit Award (the “Notice”), the Total Number of Restricted Stock Units Awarded set forth in the Notice (the “Units”), subject to the Notice, this Restricted Stock Unit Award Agreement and any addendum thereto, which contains country specific provisions (collectively, the “Agreement”) and the terms and provisions of the Company’s 2003 Equity Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

2.Transfer Restrictions. The Units may not be transferred in any manner other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Grantee may designate a beneficiary of the Units in the event of the Grantee’s death on the beneficiary designation form attached hereto as Exhibit A. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and transferees of the Grantee.

3.Vesting.

(a)For purposes of this Agreement and the Notice, the term “vest” shall mean, with respect to any Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in the entire Unit.

(b)The Units shall commence vesting and shall vest pursuant to the schedule within the Notice, subject to and in accordance with the terms of the Notice, this Agreement and the Plan.

4.Termination of Continuous Active Service.

(a)Except in the event of the Grantee’s change in status from an Employee to a Consultant (in which case vesting of the Units shall continue only to the extent determined by the Administrator) or in the event of the Grantee’s death or Disability, vesting of the Units shall cease upon the date of termination of the Grantee’s Continuous Active Service. In the event the Grantee’s Continuous Active Service is terminated due to death or Disability, any unvested Units held by the Grantee shall immediately vest. However, in the event the Grantee’s Continuous Active Service is terminated for any reason, other than death or Disability, any unvested Units held by the Grantee immediately following such termination of Continuous Active Service shall be deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of the unvested Units and shall have all rights and interest in or related thereto without further action by the Grantee.

(b)“Disability” for the purpose of this Agreement means the Grantee’s disability, as determined by the Social Security Administration or the long-term disability plan maintained by the Company; provided however, that if the Grantee resides outside of the United States, “Disability” shall have such meaning as is required by Applicable Law.

5.Conversion of Units and Issuance of Shares. Upon the vesting of a Unit, one share of Common Stock shall be issuable for such vested Unit (the “Shares”), subject to the terms and provisions of the Plan and this Agreement. Thereafter, the Company will transfer such Shares to the Grantee as soon as practicable following the satisfaction of any Tax-Related Items (as defined below) but in any event no later than the date that is two and one-half (2½) months from the later of the end of (i) the Company’s tax year that includes the vesting date or (ii) the calendar year that includes the vesting date. Any fractional Unit remaining after the Award is fully vested shall be discarded and shall not be converted into a fractional Share.

6.Right to Shares. The Grantee shall not have any right in, to or with respect to any of the Shares (including any voting rights or rights with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled by the issuance of such Shares to the Grantee.

7.Withholding of Taxes.

(a)Regardless of any action the Company or the Grantee’s employer (the “Employer”) takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any, or otherwise in connection with the Units or the Shares (“Tax-Related Items”), the Grantee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility and may exceed any amount actually withheld by the Company or the Employer. The Grantee further acknowledges and agrees that the Grantee is solely responsible for filing all relevant documentation that may be required in relation to the Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Laws) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or settlement of the Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. The Grantee further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including the grant or vesting of the Units, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Units or any aspect of the Units to reduce or eliminate the Grantee’s liability for Tax-Related Items, or achieve any particular tax result. The Grantee also understands that Applicable Laws may require varying Share or Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Grantee under Applicable Laws. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax- Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Agreement, no Shares will be issued to the Grantee, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by the Grantee with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares.

withholding rate. Such withheld Shares shall be valued based on the closing price of the Shares on the applicable vesting date. Furthermore, the Grantee agrees to pay the Company or any Parent, Subsidiary, or Employer any Tax-Related Items that cannot be satisfied by the foregoing methods.

8.Rights as Stockholder. Neither the Grantee nor any person claiming under or through the Grantee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until such Shares have been issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). After such issuance, the Grantee will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares, but prior to such issuance, the Grantee will not have any rights to dividends and/or distributions on such Shares.

9.Entire Agreement: Governing Law. The Notice, the Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. These agreements are to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Should any provision of the Notice or this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. Notwithstanding any provision of this Agreement or the Plan to the contrary, the Administrator may amend this Agreement, either retroactively or prospectively, without the consent of the Grantee, if the Administrator determines in its discretion that such amendment is required or advisable for this Agreement and the Award to satisfy or comply with or meet the requirements of Code Section 409A.

10.Section 409A. Notwithstanding anything in the Notice, the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Units is accelerated in connection with the termination of the Grantee’s Continuous Active Service (provided that such termination is a “separation from service” within the meaning of Code Section 409A, as determined by the Company), other than due to death, and if (x) the Grantee is a “specified employee” within the meaning of Code Section 409A at the time of such termination of Continuous Active Service and (y) the payment of such accelerated Units will result in the imposition of additional tax under Code Section 409A if paid to the Grantee on or within the six (6) month period following the Grantee’s termination of Continuous Active Service, then the payment of such accelerated Units will not be made until the date six (6) months and one (1) day following the date of the Grantee’s termination of Continuous Active Service, unless the Grantee dies following his or her termination of Continuous Active Service, in which case, the Units will be settled in Shares to the Grantee’s estate or designated beneficiary as soon as practicable following his or her death. It is the intent of this Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Code Section 409A so that none of the Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Agreement is intended to constitute a separate payment for purposes of United States Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Agreement, “Code Section 409A” means Section 409A of the Code, and any final United States Treasury Regulations and United States Internal Revenue Service guidance thereunder, as each may be amended from time to time.

11.Headings. The captions used in this Agreement are inserted for convenience and shall not be deemed a part of this Agreement for construction or interpretation.

12.Dispute Resolution. The provisions of this Section 12 shall be the exclusive means of resolving disputes arising out of or relating to the Notice, the Plan and this Agreement. The Company, the Grantee, and the Grantee’s assignees (the “parties”) shall attempt in good faith to resolve any disputes arising out of or relating to the Notice, the Plan and this Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this Agreement shall be brought in the United States District Court for the Northern District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of San Mateo) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 12 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

13.Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party.

14.No Effect on Terms of Service. The Units subject to the Award shall vest, if at all, only during the period of the Grantee’s Continuous Active Service (not through the act of being hired, being granted the Award or acquiring Shares hereunder) and the Award has been granted as an inducement for the Grantee to remain in such Continuous Active Service and as an incentive for increased efforts on behalf of the Company and its Affiliates by the Grantee during the period of his or her Continuous Active Service. Nothing in the Notice, the Agreement, or the Plan shall confer upon the Grantee any right with respect to future restricted stock unit grants or continuation of the Grantee’s Continuous Active Service, nor shall it interfere in any way with the Grantee’s right or the right of the Grantee’s employer to terminate Grantee’s Continuous Active Service, with or without cause, and with or without notice. Unless the Grantee has a written employment agreement with the Company to the contrary, Grantee’s status is at will. This Award shall not, under any circumstances, be considered or taken into account for purposes of calculation of severance payments in those jurisdictions requiring such payments upon termination of employment. The Grantee shall not have and waives any and all rights to compensation or damages as a result of the termination of the Grantee’s employment with the Company or the Grantee’s employer for any reason whatsoever, insofar as those rights result or may result from (i) the loss or diminution in value of such rights or entitlements or claimed rights or entitlements under the Plan, or (ii) the Grantee’s ceasing to be entitled to any purchase rights or shares or any other rights under the Plan.

15.Data Privacy.

(a)The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s Personal Data (as defined below) by and among, as applicable, the Company, any Parent, Subsidiary, or Affiliate, or third parties as may be selected by the Company for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that refusal or withdrawal of consent will affect the Grantee’s ability to participate in the Plan; without providing consent, the Grantee will not be able to participate in the Plan or realize benefits (if any) from the Units.

(b)The Grantee understands that the Company and any Parent, Subsidiary, affiliate, or designated third parties may hold personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Parent, Subsidiary, or Affiliate, details of all Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor (“Personal Data”). The Grantee understands that Personal Data may be transferred to any Parent, Subsidiary, affiliate, or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, the Grantee’s country (if different than the United States), or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the affiliate or entity that is the Grantee’s employer and its payroll provider. The Grantee should also refer to any data privacy policy implemented by the Company (which will be available to the Grantee separately and may be updated from time to time) for more information regarding the collection, use, storage, and transfer of the Grantee’s Personal Data.

16.Foreign Exchange Fluctuations and Restrictions. The Grantee understands and agrees that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease. The Grantee also understands that neither the Company, nor any affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Units or Shares received (or the calculation of income or Tax-Related Items thereunder). The Grantee understands and agrees that any cross-border remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Grantee to provide such entity with certain information regarding the transaction.

17.Electronic Delivery and Acceptance; Translation. The Company may, in its sole discretion, decide to deliver any documents related to the Grantee’s current or future participation in the Plan, this Award, the Shares subject to this Award, any other securities of the Company or any other Company-related documents, by electronic means. By accepting this Award, whether electronically or otherwise, the Grantee hereby (i) consents to receive such documents by electronic means, (ii) consents to the use of electronic signatures, and (iii) agrees to participate in the Plan and/or receive any such documents through an on-line or electronic system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.

18.Documents in English. The Plan documents, including this Agreement, are in English, and if the Grantee requires a translation of the documents into a language other than English, Grantee will be responsible for arranging for accurate translations. If the documents are translated into a language other than English and if the translated versions are different front the English versions, the English versions will take precedence.

EXHIBIT A

Viavi Solutions Inc.

Restricted Stock Unit Beneficiary Designation

In the event of my death prior to the settlement of my currently outstanding or subsequently issued restricted stock units (the “Units”) under any existing or subsequently adopted equity incentive plan of Viavi Solutions Inc. or its successor in interest (the “Company”) (whether adopted by the Company or assumed by the Company in connection with a merger, acquisition or other similar transaction) or issued to me by the Company outside of any such equity plan, and in lieu of disposing of my interest,¹ if any, in the Units at the time of my death by my will or the laws of intestate succession, I hereby designate the following persons as Primary Beneficiary(ies) and Contingent Beneficiary(ies) of my interest in the Units:



	Primary Beneficiary(ies) (Select only one of the three alternatives)
	(a)Individuals and/or Charities		% Share
	Name____________________________________________________________		_______
	Address
	Name____________________________________________________________		_______
	Address
	Name____________________________________________________________		_______
	Address
	Name____________________________________________________________		_______
	Address



	(b)Residuary Testamentary Trust
	In trust, to the trustee of the trust named as the beneficiary of the residue of my probate estate.


1.	A married grantee whose Units are community property may dispose only of his or her own interest in the Units. In such cases, the grantee’s spouse may (a) consent to the grantee’s designation by signing the Spousal Consent or (b) designate the grantee or any other person(s) as the beneficiary(ies) of his or her interest in the Units on a separate Beneficiary Designation.



	(c)Living Trust
	_____________________________________________ (or any successor), as Trustee of the (print name of present trustee) _____________________________________ Trust, dated ___________________________ (print name of trust)(fill in date trust was established)



	Contingent Beneficiary(ies) (Select only one of the three alternatives)
	(a)Individuals and/or Charities		% Share
	Name____________________________________________________________		_______
	Address
	Name____________________________________________________________		_______
	Address
	Name____________________________________________________________		_______
	Address
	Name____________________________________________________________		_______
	Address



	(b)Residuary Testamentary Trust
	In trust, to the trustee of the trust named as the beneficiary of the residue of my probate estate.



	(c)Living Trust
	_____________________________________________ (or any successor), as Trustee of the (print name of present trustee) _____________________________________ Trust, dated ___________________________ (print name of trust)(fill in date trust was established)

Should all the individual Primary Beneficiary(ies) fail to survive me or if the trust named as the Primary Beneficiary does not exist at my death (or no will of mine containing a residuary trust is admitted to probate within six months of my death), the Contingent Beneficiary(ies) shall be entitled to my interest in the Units for the shares indicated. Should any individual beneficiary fail to survive me or a charity named as a beneficiary no longer exist at my death, such beneficiary’s share shall be divided among the remaining named Primary or Contingent Beneficiaries, as appropriate, in proportion to the percentage shares I have allocated to them. In the event that no Individual Primary Beneficiary(ies) or Contingent Beneficiary(ies) survives me, no trust (excluding a residuary testamentary trust) or charity named as a Primary Beneficiary or Contingent Beneficiary exists at my death, and no will of mine containing a residuary trust is admitted to probate within six months of my death, then my interest in the Units shall be disposed of by my will or the laws of intestate succession, as applicable.

This Beneficiary Designation is effective until I file another such designation with Viavi Solutions Inc. Any previous Beneficiary Designations are hereby revoked.



Submitted by: Grantee o Grantee’s Spouse o (Signature) Date:	Accepted by: Viavi Solutions Inc. By: Its: Date:

Spousal Consent for Units that are Community Property (necessary if separate beneficiary designation is not filed by Spouse):

I hereby consent to this Beneficiary Designation and agree that this designation of beneficiaries provided herein shall apply to my community property interest in the Units. This consent does not apply to any subsequent Beneficiary Designation which may be filed by my spouse. This consent may be revoked by me at any time, whether by filing a Beneficiary Designation disposing of my interest in the Units or by filing a written notice of revocation with the Company.

(Signature of Spouse)

Date:

Spousal Consent for Units that are not Community Property (necessary if beneficiary is other than Spouse):

I hereby consent to this Beneficiary Designation. This consent does not apply to any subsequent Beneficiary Designation which may be filed by my spouse.

(Signature of Spouse)

Date:

Exhibit 10.3

Viavi Solutions Inc. 2003 Equity Incentive Plan

Notice of Performance Unit Award



Grantee’s Name:	Award Number:
	Date of Award:
	Type of Award:Performance Units
	Vesting Commencement Date:

You (the “Grantee”) have been granted a performance unit award (the “Award”), subject to the terms and conditions of this Notice of Performance Unit Award (the “Notice”), the Viavi Solutions Inc. 2003 Equity Incentive Plan, as amended from time to time (the “Plan”) and the attached Performance Unit Award Agreement and any addendum thereto, which contains country specific provisions (collectively, the “Agreement”), as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

Total Number of Performance Units Awarded (the “Units”):

[Threshold: _____]

[Target: _____]

[Maximum: _____]

[EQUAL TO ____%]

Vesting Schedule:

Subject to the Grantee’s Continuous Active Service and other provisions and limitations set forth in this Notice, the Award Agreement and the Plan, the Units will “vest” in accordance with the following schedule: ________________

All of the Units subject to the Award shall commence vesting as set forth in Section 3 of the Award Agreement.

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan, and the Award Agreement.

Viavi Solutions Inc.,

a Delaware corporation

Title:

The Grantee acknowledges receipt of a copy of the Plan and the Award Agreement and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Award Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice, the Award Agreement and the Plan. The Grantee hereby agrees that all disputes arising out of or relating to this Notice, the Plan and the Award Agreement shall be resolved in accordance with Section 12 of the Award Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice.

Dated:

Award Number:

VIAVI SOLUTIONS INC. 2003 EQUITY INCENTIVE PLAN

PERFORMANCE UNIT AWARD AGREEMENT

1.Issuance of Units. Viavi Solutions Inc., a Delaware corporation (the “Company”), hereby issues to the Grantee (the “Grantee”) named in the Notice of Performance Unit Award (the “Notice”), the Total Number of Performance Units Awarded set forth in the Notice (the “Units”), subject to the Notice, this Performance Unit Award Agreement and any addendum thereto, which contains country specific provisions (collectively, the “Agreement”) and the terms and provisions of the Company’s 2003 Equity Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Award Agreement.

2.Transfer Restrictions. The Units may not be transferred in any manner other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Grantee may designate a beneficiary of the Units in the event of the Grantee’s death on the beneficiary designation form attached hereto as Exhibit A. The terms of this Award Agreement shall be binding upon the executors, administrators, heirs, successors and transferees of the Grantee.

3.Vesting. All of the Units subject to this Award Agreement shall vest as set forth below:

_________________

4.Termination of Continuous Active Service.

(a)Except in the event of the Grantee’s change in status from an Employee to a Consultant (in which case vesting of the Units shall continue only to the extent determined by the Administrator) or in the event of the Grantee’s death or Disability, vesting of the Units shall cease upon the date of termination of the Grantee’s Continuous Active Service. In the event the Grantee’s Continuous Active Service is terminated due to death or Disability, any unvested Units held by the Grantee shall immediately vest at the target amount and all performance criteria shall be deemed to be satisfied. However, in the event the Grantee’s Continuous Active Service is terminated for any reason, other than death or Disability, any unvested Units held by the Grantee immediately following such termination of Continuous Active Service shall be deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of the unvested Units and shall have all rights and interest in or related thereto without further action by the Grantee.

later than the date that is two and one-half (2½) months from the later of the end of (i) the Company’s tax year that includes the vesting date or (ii) the calendar year that includes the vesting date. Any fractional Unit remaining after the Award is fully vested shall be discarded and shall not be converted into a fractional Share.

7.Withholding of Taxes.

(b)As a condition to the grant and vesting of the Units, the Grantee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Parent or Subsidiary for) any Tax-Related Items. The Tax-Related Items shall be satisfied by the Company’s withholding all or a portion of any Shares that otherwise would be issued to the Grantee upon payment of the vested Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations, unless the Grantee is an Officer and elects a higher tax withholding rate. Such withheld Shares shall be valued based on the closing price of the Shares on the applicable vesting date. Furthermore, the Grantee agrees to pay the Company or any Parent, Subsidiary, or Employer any Tax-Related Items that cannot be satisfied by the foregoing methods.

9.Entire Agreement: Governing Law. The Notice, the Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. These agreements are to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Should any provision of the Notice or this Award Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. Notwithstanding any provision of this Award Agreement or the Plan to the contrary, the Administrator may amend this Award Agreement, either retroactively or prospectively, without the consent of the Grantee, if the Administrator determines in its discretion that such amendment is required or advisable for this Award Agreement and the Award to satisfy or comply with or meet the requirements of Code Section 409A. To the extent the Award is otherwise exempt from Code Section 409A, the Administrator shall not take any action that would cause the Award to become subject to Code Section 409A, and to the extent the Award is subject to Code Section 409A, the Administrator shall not take any action that would cause the Award to fail to satisfy the requirements of Code Section 409A.

11.Headings. The captions used in this Award Agreement are inserted for convenience and shall not be deemed a part of this Award Agreement for construction or interpretation.

12.Dispute Resolution. The provisions of this Section 12 shall be the exclusive means of resolving disputes arising out of or relating to the Notice, the Plan and this Award Agreement.

The Company, the Grantee, and the Grantee’s assignees (the “parties”) shall attempt in good faith to resolve any disputes arising out of or relating to the Notice, the Plan and this Award Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this Award Agreement shall be brought in the United States District Court for the Northern District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of San Mateo) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE, OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 12 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

14.No Effect on Terms of Service. The Units subject to the Award shall vest, if at all, only during the period of the Grantee’s Continuous Active Service (not through the act of being hired, being granted the Award or acquiring Shares hereunder) and the Award has been granted as an inducement for the Grantee to remain in such Continuous Active Service and as an incentive for increased efforts on behalf of the Company and its Affiliates by the Grantee during the period of his or her Continuous Active Service. Nothing in the Notice, the Award Agreement, or the Plan shall confer upon the Grantee any right with respect to future performance unit grants or continuation of Grantee’s Continuous Active Service, nor shall it interfere in any way with the Grantee’s right or the right of the Grantee’s employer to terminate Grantee’s Continuous Active Service, with or without cause, and with or without notice. Unless the Grantee has a written employment agreement with the Company to the contrary, Grantee’s status is at will. This Award shall not, under any circumstances, be considered or taken into account for purposes of calculation of severance payments in those jurisdictions requiring such payments upon termination of employment. The Grantee shall not have and waives any and all rights to compensation or damages as a result of the termination of the Grantee’s employment with the Company or the Grantee’s employer for any reason whatsoever, insofar as those rights result or may result from (i) the loss or diminution in value of such rights or entitlements or claimed rights or entitlements under the Plan, or (ii) the Grantee’s ceasing to be entitled to any purchase rights or shares or any other rights under the Plan.

15.Data Privacy.

18.Documents in English. The Plan documents, including this Award Agreement, are in English, and if the Grantee requires a translation of the documents into a language other than English, Grantee will be responsible for arranging for accurate translations. If the documents are translated into a

language other than English and if the translated versions are different front the English versions, the English versions will take precedence.

EXHIBIT A

Viavi Solutions Inc.

Performance Unit Beneficiary Designation

In the event of my death prior to the settlement of my currently outstanding or subsequently issued performance units (the “Units”) under any existing or subsequently adopted equity incentive plan of Viavi Solutions Inc. or its successor in interest (the “Company”) (whether adopted by the Company or assumed by the Company in connection with a merger, acquisition or other similar transaction) or issued to me by the Company outside of any such equity plan, and in lieu of disposing of my interest,¹if any, in the Units at the time of my death by my will or the laws of intestate succession, I hereby designate the following persons as Primary Beneficiary(ies) and Contingent Beneficiary(ies) of my interest in the Units:



	Primary Beneficiary(ies) (Select only one of the three alternatives)
	(a)Individuals and/or Charities		% Share
	Name____________________________________________________________		_______
	Address
	Name____________________________________________________________		_______
	Address
	Name____________________________________________________________		_______
	Address
	Name____________________________________________________________		_______
	Address



	(b)Residuary Testamentary Trust
	In trust, to the trustee of the trust named as the beneficiary of the residue of my probate estate.


1.	A married grantee whose Units are community property may dispose only of his or her own interest in the Units. In such cases, the grantee’s spouse may (a) consent to the grantee’s designation by signing the Spousal Consent or (b) designate the grantee or any other person(s) as the beneficiary(ies) of his or her interest in the Units on a separate Beneficiary Designation.



	(c)Living Trust
	_____________________________________________ (or any successor), as Trustee of the (print name of present trustee) _____________________________________ Trust, dated ___________________________ (print name of trust)(fill in date trust was established)



	Contingent Beneficiary(ies) (Select only one of the three alternatives)
	(a)Individuals and/or Charities		% Share
	Name____________________________________________________________		_______
	Address
	Name____________________________________________________________		_______
	Address
	Name____________________________________________________________		_______
	Address
	Name____________________________________________________________		_______
	Address



	(b)Residuary Testamentary Trust
	In trust, to the trustee of the trust named as the beneficiary of the residue of my probate estate.



	(c)Living Trust
	_____________________________________________ (or any successor), as Trustee of the (print name of present trustee) _____________________________________ Trust, dated ___________________________ (print name of trust)(fill in date trust was established)

This Beneficiary Designation is effective until I file another such designation with Viavi Solutions Inc. Any previous Beneficiary Designations are hereby revoked.



Submitted by: Grantee o Grantee’s Spouse o (Signature) Date:	Accepted by: Viavi Solutions Inc. By: Its: Date:

Spousal Consent for Units that are Community Property (necessary if separate beneficiary designation is not filed by Spouse):

(Signature of Spouse)

Date:

Spousal Consent for Units that are not Community Property (necessary if beneficiary is other than Spouse):

I hereby consent to this Beneficiary Designation. This consent does not apply to any subsequent Beneficiary Designation which may be filed by my spouse.

(Signature of Spouse)

Date:



Delaware	000-22874	94-2579683
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)



6001 America Center Drive	San Jose,	California	95002
(Address of principal executive offices and Zip Code)



Title of each class	Trading Symbol	Name of the exchange on which registered
Common Stock, par value of $0.001 per share	VIAV	The Nasdaq Stock Market LLC



Exhibit No.		Description
10.1		Viavi Solutions Inc. Change of Control Benefits Plan (Amended and Restated Effective June 16, 2020)
10.2		Form of RSU Award Agreement
10.3		Form of PSU Award Agreement
104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

Cover page Cover page	Jun. 16, 2020
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 16, 2020
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	VIAVI SOLUTIONS INC.
Entity File Number	000-22874
Entity Tax Identification Number	94-2579683
Entity Address, Address Line One	6001 America Center Drive
Entity Address, City or Town	San Jose,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95002
City Area Code	408
Local Phone Number	404-3600
Title of 12(b) Security	Common Stock, par value of $0.001 per share
Trading Symbol	VIAV
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000912093


•	Extension of the Plan’s expiration date from June 20, 2020 to June 16, 2023;


•	Clarifying changes to the definition of “Disability”; and


•	Changes to ensure payments comply with various tax and other regulatory requirements, including Section 280G of the Internal Revenue Code.


•	Upon termination of participant’s Continuous Service in connection with death or disability, immediate acceleration and vesting of all unvested RSUs and immediate acceleration and vesting of all unvested PSUs at target and with all performance criteria deemed to be satisfied; and