EMCORE CORP (Form: 8-K, Received: 12/11/2014 16:08:26)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 10, 2014

EMCORE CORPORATION

(Exact Name of Registrant as Specified in Charter)

New Jersey

001-36632

22-2746503

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2015 Chestnut Street, Alhambra, California		91803
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (626) 293-3400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Chief Executive Officer and Director

On December 11, 2014, EMCORE Corporation (the “Company”) announced that it had hired Mr. Jeffrey Rittichier as its Chief Executive Officer, effective January 3, 2015, and appointed him as a Class B director of the Company, effective January 5, 2015. The Company has entered into an employment agreement (the “Employment Agreement”) with Mr. Rittichier pursuant to which Mr. Rittichier will be employed by the Company on an “at-will” basis and will be entitled to an annual base salary of $325,000, a target annual cash bonus of 80% of his base salary, a grant of 300,000 restricted stock units in respect of the Company’s common stock (one quarter of which will vest upon grant and the remainder of which will vest in three equal annual installments subject generally to continued employment), the Company’s standard benefits for executive employees, and, subject to execution of a release of claims against the Company and compliance with certain confidentiality, nondisclosure, nonsolicitation and other restrictive covenants, severance upon a termination of employment without cause or for good reason (as those terms are defined in the agreement) consisting of continued payment of his base salary for one year, payment of his target annual bonus for the year of termination and, for up to 18 months, continued payment of the employer portion of any continuing medical coverage.

Since August 2009, Mr. Rittichier, age 55, has served as president and chief executive officer of Nanostatics Corporation, a producer of nanofiber technology. Prior to that, from November 2007 to April 2009, he served as President and Chief Operating Officer of Epik Energy Solutions, L.L.C., a joint venture of Royal Dutch Shell and NanoDynamics, Inc., focused on commercializing nanotechnology for the energy and petroleum industries.

The Employment Agreement with Mr. Rittichier is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Employment Agreement is qualified in its entirety by reference to such exhibit.

The Company’s existing Chief Executive Officer, Dr. Hong Q. Hou, will terminate employment with and service as a director of the Company at the end of the day on January 2, 2015, all in accordance with the terms of the previously disclosed Separation Agreement and General Release between him and the Company, dated September 17, 2014.

Departure of Chief Administrative Officer and General Counsel

On December 11, 2014, the Company announced that Ms. Monica Van Berkel, its Chief Administration Officer, and Mr. Alfredo Gomez, its General Counsel (collectively, the “Executives”), will terminate employment with the Company, effective January 2, 2015 in the case of Ms. Van Berkel and, in the case of Mr. Gomez, effective the later of February 13, 2015 or the date which is 10 business days following notice to Mr. Gomez that the Company has hired a new in-house counsel. On December 10, 2014, the Company also entered into a Separation Agreement and General Release with each of the Executives (collectively, the “Separation Agreements”). Pursuant to the Separation Agreements, the Executives will continue to receive their existing compensation and benefits until their respective employment termination dates, at which time they will receive the severance payable to them under their pre-existing employment agreements by reason of a termination without cause or for good reason (as those terms are defined in such agreements), subject to their execution of a release of claims against the Company and compliance with the confidentiality, nondisclosure, nonsolicitation and other restrictive covenants set out in the respective employment agreements.

The Separation Agreements for Ms. Van Berkel and Mr. Gomez are attached hereto as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference. The foregoing description of the Separation Agreements is qualified in its entirety by reference to such exhibits.

Director Resignations

On December 10, 2014, Dr. James Tegnelia notified the Company that he will not stand for re-election as a director of the Company at the Company’s 2015 annual meeting of shareholders, at which time his term of office will be completed. In addition, on December 10, 2014, Mr. Sherman McCorkle notified the Company that he will resign as a director at the Company’s 2015 annual meeting of shareholders.

Item 7.01 Regulation FD Disclosure.

On December 11, 2014, the Company issued a press release announcing that the Company had hired a new Chief Executive Officer and had entered into the Separation Agreements as described in item 5.02 above. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

10.1		Employment Agreement, dated December 10, 2014, by and between EMCORE Corporation and Jeffrey Rittichier

10.2		Separation Agreement and General Release, dated December 10, 2014, by and between EMCORE Corporation and Monica Van Berkel

10.3		Separation Agreement and General Release, dated December 10, 2014, by and between EMCORE Corporation and Alfredo Gomez

99.1		Press Release, dated December 11, 2014, issued by EMCORE Corporation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EMCORE CORPORATION


Dated: December 11, 2014	By:	/s/ Alfredo Gomez
	Name:	Alfredo Gomez
	Title:	General Counsel and Secretary

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is dated effective as of December 10, 2014 (the “Effective Date”), between EMCORE Corporation, a New Jersey corporation (“the Company”), and Jeff Rittichier (“Executive”). In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

EMPLOYMENT

The Company hereby employs Executive, and Executive accepts employment with the Company upon the terms and conditions herein set forth.

1.1 Employment . Commencing on January 3, 2015 (the “Commencement Date”), the Company hereby employs Executive, and Executive agrees to serve as the Company’s Chief Executive Officer , reporting to the Company’s Board of Directors. Executive agrees to devote Executive’s full business time and attention and best efforts to the affairs of the Company during his employment. Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his/her abilities in a diligent, trustworthy, professional and efficient manner. Executive shall be headquartered in Alhambra, California , but shall do such traveling as may be reasonably required of him/her in the performance of such duties. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the Compensation Committee (defined below), perform other services for compensation except that Executive may engage in charitable or civic activities so long as such activities do not materially interfere with the performance of Executive’s duties and responsibilities hereunder. If an outside activity subsequently creates a conflict with the Company’s business or prospective business, Executive agrees to cease engaging in such activity at such time. Executive will observe and adhere to all applicable written Company policies and procedures adopted from time to time, such as they now exist or hereafter are supplemented, amended, modified or restated.

1.2 At-Will Relationship. Executive’s employment shall be “at-will” and may be terminated by Executive or the Company with or without cause and with or without prior notice (except as otherwise provided under Article IV), subject only to the severance obligations as described in this Agreement.

ARTICLE II

COMPENSATION

2.1 Annual Salary and Incentive Programs . During the employment of Executive, the Company shall pay to Executive an initial base salary at the annual rate of $325,000 , or an adjusted rate

(the “Base Salary”) determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”), payable in regular installments in accordance with the Company’s customary payroll practices (as in effect from time to time). The Company shall review Executive’s Base Salary annually at the time of Executive’s performance review discussed below and may, in its sole and absolute discretion, increase Executive’s Base Salary in light of Executive’s performance, inflation, cost of living, and other factors deemed relevant by the Company; however, Executive’s Base Salary may not be decreased below the initial Base Salary without the Executive’s prior consent. The Compensation Committee of the Company shall meet with Executive annually to review Executive’s performance, objectives and compensation, including salary, bonus and stock options. If the Compensation Committee determines that any adjustments thereto are appropriate it shall direct the applicable personel within the Company to make such adjustments, as it deems appropriate, consistent with this Agreement.

2.2 Bonus . Executive’s target bonus is eighty percent (80%) of Base Salary the (“Target Bonus”). Except as otherwise specified herein, to be eligible to receive an award under any annual Company bonus or pay-for-performance plan, the Executive must be employed on the last day of the Company’s fiscal year or the otherwise defined bonus/performance period. If the Executive’s employment is terminated, except for Cause as defined below, after the end of a fiscal year but before the annual bonus or pay-for-performance payments are distributed, the Executive shall be entitled to the annual bonus or pay-for-performance payment attributable to Executive for the immediately preceding fiscal year, if any. The Company shall make this payment at the same time it pays all other employees in accordance with the Company’s normal practices, but no later than March 15th of the applicable year.

2.3 Long-Term Incentive . Executive shall be eligible for equity awards under the Company’s equity award plan covering senior executives, as in effect from time to time and as approved in the sole discretion by the Compensation Committee (the “Equity Awards”). As soon as reasonably practicable following the Commencement Date, Executive shall be granted 300,000 restricted stock units (“RSUs”, subject to the applicable grant agreement, on the following vesting schedule: 1) 75,000 vesting on date of grant; 2) 75,000 vesting on first anniversary of Commencement Date; 3) 75,000 vesting on second anniversary of Commencement Date; and 4) 75,000 vesting on third anniversary of Commencement Date.

2.4 Grant Agreements . Equity Awards will be governed by separate agreements, and in the event of any inconsistency between such separate agreements and the terms of this Agreement (including, but not limited to this Agreement’s Section 4.6 covering vesting on termination), this Agreement shall govern and control. For avoidance of doubt, nothing in the preceding sentence shall be construed to limit the application of any provision of such separate agreements that expressly refers to and incorporates a provision of this Agreement.

2.5 Reimbursement of Expenses . Executive shall be entitled to receive prompt reimbursement of all reasonable and necessary expenses incurred by Executive in performing services hereunder, provided that such expenses are incurred and accounted for strictly in accordance with the policies and procedures established from time to time by the Company.

2.6 Benefits . Executive shall be entitled to participate in and be covered by health insurance, 401(k) and other employee plans and benefits currently or hereafter established for the employees of the Company generally (collectively referred to as the “Company Benefit Plans”) on at least the same terms as other executive officers of the Company, subject to meeting applicable eligibility requirements. Executive understands that any such Company Benefit Plans may be terminated or amended from time to time by the Company in its discretion, and that participation and benefits under such Company Benefit Plans shall be determined in accordance with the applicable terms and provisions thereof.

2.7 Paid Time Off and Holidays . The Company does not currently limit Paid Time Off (“PTO”) for its executives, and Executive shall be entitled to PTO in accordance with the Company’s PTO policy in effect from time to time with respect to executives. The Company observes ten (10) paid holidays per calendar year. Nine (9) of the Company-observed holidays are the same each year; one (1) “floating” holiday is determined by the Company annually.

ARTICLE III

CONFIDENTIALITY, NONDISCLOSURE, AND NONSOLICITATION

3.1 Confidentiality and Intellectual Property . The Executive is bound by the terms of the Confidential Information & Invention Assignment Agreement signed on or about the date of hire. Any reference to restrictive covenants or post-termination obligations under this Agreement shall include the obligations on Executive under such Confidential Information & Invention Assignment Agreement.

3.2 Prohibition on Solicitation of Customers and Employees. During Executive’s employment with the Company and, in the event of Executive’s termination of employment, for a period equal to one (1) years following such termination, Executive shall not, directly or indirectly, whether on behalf of himself or any other person or entity, (i) solicit any employee, agent, consultant or independent contractor of the Company to leave the employ, agency or services of the Company, or in any way interfere with the relationship between the Company and any such person, or (ii) call on, solicit or service any Customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation of the Company. For purposes of this provision a “Customer” shall mean any customer of the Company whose business is at least 5% of the Company’s sales during the preceding twelve (12) months However, Executive may solicit any employee, agent, consultant or independent contractor who voluntarily terminates his or her employment, agency or services with the Company; however, Executive may not make any such solicitation until a period of one-hundred eighty (180) days has elapsed following the termination date of such employee, agent, consultant or independent contractor (it being conclusively presumed by the parties so as to avoid any disputes under this Section 3.2 that any such hiring within such 180-day period is

in violation of this Section 3.2). None of the foregoing shall be deemed a waiver of any and all rights and remedies the Company may have under applicable law.

3.3 Enforcement . It is the intent of the parties that the restrictive covenants contained in this Article III are severable and separate and the unenforceability of any individual provision shall not affect the enforceability of any other. If any covenant in this Article III is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area; and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding and enforceable against the Executive. The restrictive covenants of this Article III shall survive this Agreement, and remain in full force and effect until the expiration of the period specified herein.

3.4 Remedy . If Executive breaches, or threatens to commit a breach of, any of the restrictive covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity: (i) the right and remedy to have the restrictive covenants specifically enforced by any court of competent jurisdiction (without posting a bond), it being agreed that any breach or threatened breach of the restrictive covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (ii) the right and remedy to require Executive or any applicable person or entity to account for and pay over to the Company any profits, monies, accruals, increments or other benefits derived or received by Executive or such person or entity as the result of any transactions constituting a breach of the restrictive covenants. In the event of any breach by Executive of any of the restrictive covenants, the time period of such covenant with respect to Executive shall be tolled until such breach or violation is resolved.

3.5 Acknowledgement . Executive has consulted with legal counsel regarding the restrictive covenants contained in this Article III and based on such consultation has determined and hereby acknowledges that the restrictive covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company. Executive acknowledges that the consideration that Executive will receive pursuant to this Agreement serves as sufficient consideration for Executive’s promises to abide by the restrictive covenants set forth in this Article III.

ARTICLE IV

TERMINATION

4.1 Definitions . For purposes of this Article IV, the following definitions in Sections 4.2-4.5 shall apply to the terms set forth below:

4.2 Cause . “Cause” means termination of employment resulting from a good faith determination by the Board of Directors or its delegate that:

a) Executive has intentionally either failed or refused to follow policies or reasonable directives established by the Board of Directors with the result that such performance has caused material damage to the Company, or Executive has intentionally either failed or refused to perform the material duties or obligations of his or her office (other than any such failure resulting from the person’s inability due to physical or mental illness), which Executive has failed to correct within a reasonable period of time following the receipt of written notice of such failure by Executive; or

b) There has been an intentional act by Executive involving misconduct which has a demonstrably adverse impact on or caused material damage to the Company, or which constitutes theft, fraud or a misappropriation of the assets of the Company; or

c) Executive has engaged in an intentional or reckless and unauthorized disclosure of confidential information, directly or indirectly, to persons outside the Company that materially adversely affects the Company; or

d) Executive, while employed by the Company, has performed services for another company or person which competes with the Company without the prior written approval of the Board of Directors.

e) Conduct by Executive which in the good faith, reasonable determination of the Board of Directors demonstrates gross unfitness to serve including, but not limited to, gross neglect, non-prescription use of controlled substances, any abuse of controlled substances whether or not by prescription, or habitual drunkenness, intoxication, or other impaired state induced by consumption of any drug, including, without limitation, alcohol.

4.3 Change in Control . “Change in Control” shall mean the occurrence of any of the following:

a) an acquisition in one transaction or a series of related transactions (other than directly from the Company or pursuant to options granted under any Company plan or other similar awards granted by the Company) of any voting securities by any individual, corporation, limited liability company, partnership, trust, or any other entity or any group (each a “Person”), immediately after which such Person has beneficial ownership of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities; or

b) the individuals who, immediately prior to the effective date, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least

a majority of the members of the Board; provided , however , that if the election, or nomination for election, by the Company’s common stockholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall, be considered as a member of the Incumbent Board; provided further , however , that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any election contest or proxy contest; or

c) the consummation of:

i. a merger, consolidation or reorganization involving the Company unless :

(1) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly, immediately following such merger, consolidation or reorganization, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization, and

(2) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least a majority of the members of the Board of Directors of the Surviving Corporation, or a corporation beneficially owning, directly or indirectly, a majority of the voting securities of the Surviving Corporation, and

(3) no Person, other than (i) the Company, (ii) a any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Company , (iii) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation or reorganization, was maintained by the Company, the Surviving Corporation, or any Related Entity, or (iv) any Person who, together with its Affiliates, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of fifty percent (50%) or more of the then outstanding voting securities, owns, together with its Affiliates, beneficial ownership of fifty percent (50%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities (a transaction described in clauses (1) through (3) above is referred to herein as a “Non-Control Transaction”); or

ii) a complete liquidation or dissolution of the Company; or

iii) an agreement for the sale or other disposition of fifty percent (50%) or more of the assets or business of the Company to any Person (other than a transfer to a Related Entity or the distribution to the Company’s stockholders of the stock of a Related Entity or any other assets). In the event of a Change of Control, Executive shall receive acceleration and immediate vesting of fifty percent (50%) of Executive’s Equity Awards.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired beneficial ownership of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities as a result of the acquisition of voting securities by the Company which, by reducing the number of voting securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and (1) before such share acquisition by the Company the Subject Person becomes the beneficial owner of any new or additional voting securities in a related transaction, or (2) after such share acquisition by the Company the Subject Person becomes the beneficial owner of any new or additional voting securities which in either case increases the percentage of the then outstanding voting securities beneficially owned by the Subject Person, then a Change in Control shall be deemed to occur. (x) “Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person; (y) any “Relative” (for this purpose, “Relative” means a spouse, child, parent, parent of spouse, sibling or grandchild) of an individual shall be deemed to be an Affiliate of such individual for this purpose; and (z) neither the Company nor any Person controlled by the Company shall be deemed to be an Affiliate of any holder of Common Stock.

4.4 Good Reason . “Good Reason” shall mean:

a) Assignment of Executive without Executive’s written consent to a position, responsibilities or duties of a materially lesser status or degree of responsibility than his or her position, responsibilities or duties as of the date of this Agreement; or

b) A requirement that Executive relocate, except for office relocations that would not increase the Executive’s one-way commute by more than fifty (50) miles, or a requirement that Executive travel more than an average of two (2) days per week; or

c) A reduction by the Company of Executive’s Base Salary below the initial Base Salary or, following a Change in Control, below Executive’s Base Salary at the time of the Change in Control, without Executive’s consent; or

d) Any material breach by the Company of any provision of this Agreement without Executive having committed any material breach of Executive’s obligations hereunder.

Notwithstanding the foregoing, the events listed in items (a) through (d), above, shall constitute “Good Reason” only where the Company is given notice and an opportunity to cure, as described in Section 4.6(b)(vi), below.

4.5 Severance Benefits. The term “Severance Benefits” refers to the benefits and payments set forth in Section 4.6 (excepting any payment of Executive’s Base Salary through the Effective Date of such termination).

4.6 Severance Benefits Received Upon Termination .

a) If the Company terminates Executive’s employment for Cause, or Executive terminates this Agreement without Good Reason, then the Company shall pay Executive’s Base Salary through the Effective Date of such termination and the Company shall thereafter have no further obligations to Executive under this Agreement.

b) If Executive’s employment is terminated by the Company without Cause, or if Executive’s employment is terminated by Executive for Good Reason, then the Company shall pay Executive’s Base Salary through the Effective Date of such termination and also provide Executive:

i. Continuation of Base Salary for a period equal to 12 months (the “Severance Period”), plus the Target Bonus for the then current fiscal year. All severance payments will be paid out over time and on the regular paydays of the Company, to the extent administratively feasible.

ii. In accordance with the Company’s health plans, Executive will be eligible to exercise his or her rights to COBRA health insurance coverage for the Executive, and, where applicable, Executive’s spouse and eligible dependents, at Executive’s expense (subject to the following provision), upon termination of Executive’s employment. To the extent Executive elects COBRA continuation coverage, the Company shall continue to pay the portion of Executive’s COBRA premiums for the entire Severance Period up to a maximum of eighteen (18) months that the Company would have otherwise paid assuming Executive was an active employee during such time. Executive acknowledges that as a condition of the Company’s payment of its portion of the COBRA premium, Executive will pay by check made payable to the Company the amount equal to Executive’s portion of the COBRA

premiums during the Severance Period. Nothing herein shall be construed as extending or delaying the start date of the COBRA coverage period for Executive. All voluntary payroll deductions, including but not limited to 401(k), ESPP and term life, will cease effective on the employment separation date.

iii. As a condition to Executive’s right to receive the Severance Benefits provided for in this Section 4.6, Executive shall, upon termination of his/her employment, enter into a general release agreement in a form to be determined by the Company. Such release shall be executed and not revoked by Executive (or if applicable, Executive’s estate or legal guardian) such that the release is effective and binding and non-revocable by the end of the 60-day period after Executive’s termination of employment, and any amounts that would otherwise be payable and rights that would otherwise be effective during the 60-day period in the absence of the preceding release requirement shall be payable and effective on the 60th day after Executive’s termination of employment. To the extent that the release is not executed or is revoked as provided herein, all payments, rights and benefits due to Executive under this Section 4.6 that are not otherwise required by law shall be forfeited. Executive’s receipt of any payments or benefits under this Section 4.6 is also contingent upon Executive’s compliance with all post-employment obligations under this Agreement, including but not limited to the restrictive covenants in Article III.

Notwithstanding the foregoing:

iv. To the extent that Executive’s termination of employment from the Company is by Executive for Good Reason, the date of termination must occur within nine (9) months following the initial existence of the condition constituting the Good Reason (the “Condition”); Executive must give the Compensation Committee written notice of the Condition within a period of ninety (90) days of the initial existence of the Condition; and the Company must have a period of thirty (30) days from the date such written notice is provided to the Compensation Committee in which to remedy the Condition and avoid paying any Severance Benefits. If the Condition is not remedied during the thirty-day cure period, Executive shall then be entitled to provide written notice to the Compensation Committee of Executive’s termination for Good Reason before the end of such nine-month period.

c) If, within twelve (12) months of a Change in Control, Executive’s employment is terminated by the Company or its successor in interest without Cause or by Executive for Good Reason, then the Company shall pay Executive’s Base Salary through the Effective Date of such termination and also provide Executive the

Severance Benefits described in Section 4.6(b)(i)-(iii) above (subject to the execution of the release as provided in Section 4.6(iv)), and also provide acceleration and immediate vesting of fifty percent (50%) of Executive’s Equity Awards (excepting those which were previously vested due to the Change of Control as specified in 4.3(c)(iii)) which have not yet vested by Executive’s date of termination.

d) If Executive’s employment is terminated as a result of death, then the Company shall pay Executive’s Base Salary through the Effective Date of such termination and the Company shall provide Executive’s spouse and dependent children health insurance coverage as then in effect for Executive, Executive’s spouse and dependent children for a period of twelve (12) months, subject to the payment of any employee contribution, as required by the Company’s health insurance plans covered by COBRA. Health insurance benefits subsequent to the initial twelve (12) month period will be in accordance with COBRA. Nothing herein shall be construed as extending or delaying the start date of the COBRA coverage period for Executive’s spouse and dependent children. The Company shall thereafter have no further obligations under this Agreement.

4.7 Benefit Limit . In the event that any payment or benefit (including salary continuation payments, accelerated option vesting or continued health insurance coverage) received or to be received by Executive pursuant to this Agreement (or in connection with Executive’s termination of employment or contingent upon a Change in Control of the Company pursuant to any plan or arrangement or other agreement with the Company (or any affiliate)) (collectively the “Payments”) would constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the following limitation shall apply:

The aggregate present value of those Payments shall be limited in amount to the greater of the following dollar amounts (the “Benefit Limit”):

i. 2.99 times Executive’s Average Compensation, or

ii. the amount which yields Executive the greatest after-tax amount of Payments under this Agreement after taking into account any excise tax imposed under Code Section 4999 on those Payments.

The present value of the Payments will be measured as of the date of the Change in Control and determined in accordance with the provisions of Code Section 280G(d)(4).

Average Compensation shall have the meaning determined in accordance with the provisions of Code Section 280G.

4.8 Resolution Procedure . For purposes of the foregoing Benefit Limit, the following provisions will be in effect:

a) In the event there is any disagreement between Executive and the Company as to whether one or more Payments to which Executive becomes entitled under this Agreement constitute parachute payments under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows:

i. In the event temporary, proposed or final Treasury Regulations in effect at the time under Code Section 280G (or applicable judicial decisions) specifically address the status of any such Payment or the method of valuation therefor, the characterization afforded to such Payment by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling.

ii. In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any Payment in dispute, the matter will be submitted for resolution to a nationally-recognized independent accounting firm mutually acceptable to Executive and the Company (“Independent Accountant”). The resolution reached by the Independent Accountant will be final and controlling; provided , however, that if in the judgment of the Independent Accountant the status of the payment in dispute can be resolved by means of obtaining a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the retention of the Independent Accountant and (if applicable) the preparation and submission of the ruling request shall be borne by the Company.

4.9 Reduction of Benefits . To the extent the aggregate present value of the Payments would exceed the Benefit Limit, the salary continuation payments will first be reduced, and then the accelerated vesting of the Equity Awards (based on their parachute value under Code Section 280G) will be reduced, to the extent necessary, to assure that such Benefit Limit is not exceeded.

4.10 No Other Severance . Executive hereby acknowledges and agrees that, other than the Severance Benefits, upon the termination of Executive’s employment, Executive shall not be entitled to any other severance under any Company benefit plan or severance policy generally available to the Company’s employees or otherwise.

4.11 Post-Termination Benefits . Except as otherwise expressly provided herein, all of Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination of Executive’s employment shall cease upon such termination, other than those specifically provided for

under the Company Benefit Plans (subject to the provisions herein) or as otherwise expressly required under applicable law (such as COBRA).

4.12 Return of Property . In case of Executive’s termination, Executive shall promptly return to the Company all property, of any nature whatsoever, that Executive may have received from the Company for use during his/her employment and all physical embodiments of the Confidential Information (as defined in the Confidential Information & Invention Assignment Agreement) (regardless of form or medium) in the possession of or under the control of Executive.

4.13 No Mitigation . Executive shall not be required to seek employment or otherwise mitigate Executive’s damages in order to be entitled to the benefits and payments to which Executive is entitled under this Agreement.

ARTICLE V

INDEMNIFICATION

5.1 During Executive’s employment and thereafter throughout all applicable limitation periods, the Company shall provide Executive (including his heirs, personal representatives, executors and administrators) with such coverage as will be generally available to senior officers of the Company under the Company’s then current Directors and Officers Liability Insurance Policy at the Company’s sole expense.

5.2 In addition to the insurance coverage provided for in Section 5.1 above, the Company shall defend, hold harmless and indemnify Executive (and his heirs, personal representatives, executors and administrators) to the fullest extent permitted under applicable law, against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which Executive may be involved by reason of his having been an officer, director or employee of the Company (whether or not he continues to be an officer, director or employee of the Company at the time such expenses or liabilities are incurred), such expenses and liabilities to include, but not be limited to, judgments, court costs, attorneys’ fees and the cost of reasonable settlements. The Company shall maintain bylaws authorizing such indemnification of Executive to the fullest extent permitted by law.

5.3 In the event Executive becomes a party, or is threatened to be made a party, to any action, suit or proceeding for which the Company has agreed to provide insurance coverage or indemnification under this Article V, the Company shall, to the fullest extent permitted under applicable law, advance all expenses (including the reasonable attorneys’ fees, related fees and expenses, judgments, fines and amounts paid in settlement (collectively “Expenses”) incurred by Executive in connection with the investigation, defense, settlement or appeal of any threatened, pending or completed action, suit or proceeding. Executive agrees to reimburse the Company for

the amount of all of the expenses actually paid by the Company to or on behalf of Executive in the event the Company determines that Executive is not entitled to indemnification by the Company for such expenses. Executive also agrees to assign to the Company all rights of Executive to insurance proceeds under any policy of directors and officers liability insurance to the extent of the amount of the expenses actually paid by the Company to or on behalf of Executive.

5.4 Cooperation in Legal Matters. Executive will cooperate with the Company, during his/her employment and thereafter, with respect to any pending or threatened claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (the “Claims”), by being reasonably available to testify on behalf of the Company, and to assist the Company by providing information, meeting and consulting with the Company or its representatives or counsel, as reasonably requested. In the event Executive is subpoenaed to testify or otherwise requested to provide information in any matter, including without limitation, any court action, administrative proceeding or government audit or investigation, relating to the Company, Executive agrees, unless otherwise required by law, that: (a) Executive will promptly notify the Company of any subpoena, summons or other request to testify or to provide information of any kind no later than three days after receipt of such subpoena, summons or request and, in any event, prior to the date set for Executive to provide such testimony or information; (b) Executive will cooperate with the Company with respect to such subpoena, summons or request for information; (c) Executive will not voluntarily provide any testimony or information without permission of the Company; and (d) Executive will permit the Company to be represented by an attorney of the Company’s choosing at any such testimony or with respect to any such information to be provided, and will follow the instructions of the attorney designated by the Company with respect to whether testimony or information is privileged by the attorney-client and/or work product privileges of the Company. The Company will reimburse Executive for all out-of-pocket expenses reasonably incurred by Executive in connection with Executive’s provision of such testimony or assistance, and if Executive is no longer employed by the Company, Executive will be paid a reasonable hourly rate (such hourly rate to be no less than his most recent Base Salary under this Agreement divided by 2000) for his time spent providing such cooperation. If requested by Executive, the Company will provide counsel to Executive at the Company’s expense. Notwithstanding any other provision of this Agreement, the provisions of this Article V shall survive the termination of Executive’s employment and the termination of this Agreement.

ARTICLE VII

GENERAL PROVISIONS

6.1 Notices . All notices, demands, requests, consents, approvals or other communications (collectively “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and may be personally served or may be deposited in the United States mail, registered or certified, return receipt requested, postage prepaid, addressed as follows:

To the Company:	EMCORE Corporation
	2015 Chestnut Street
	Alhambra, CA 91803
	Attn: Chairman of the Board of Directors

To Executive:	Jeff Rittichier
	________________________

or such other address as such party shall have specified most recently by written notice. Notice mailed as provided herein shall be deemed given on the fifth business day following the date so mailed or on the date of actual receipt, whichever is earlier.

6.2 Covenant to Notify Management . Executive agrees to abide by the ethics policies of the Company as well as the Company’s other rules, regulations, policies and procedures. Executive agrees to comply in full with all governmental laws and regulations as well as ethics codes applicable to the profession. In the event that Executive is aware or suspects the Company, or any of its officers or agents, of violating any such laws, ethics codes, rules, regulations, policies or procedures, Executive agrees to bring all such actual and suspected violations to the attention of the Company immediately so that the matter may be properly investigated and appropriate action taken. Executive understands that he is precluded from filing a complaint with any governmental agency or court having jurisdiction over wrongful conduct unless Executive has first notified the Company of the facts and permitted it to investigate and correct the concerns.

6.3 No Waivers . No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

6.4 Beneficial Interests . This Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee or, if there be no such designee, to Executive’s estate.

6.5 Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of law under California law. The Company and Executive agree to attempt to resolve any employment related dispute between them quickly and fairly, and in good faith. Should such a dispute remain unresolved, the Company and Executive irrevocably and unconditionally agree to submit to the exclusive jurisdiction of the courts of the State of California and of the United States

located in Los Angeles, California over any suit, action or proceeding arising out of or relating to this Agreement. The Company and Executive irrevocably and unconditionally agree to personal jurisdiction and venue of any such suit, action or proceeding in the courts of the State of California or of the United States located in Los Angeles, California.

6.6 Statute of Limitations . Executive and the Company hereby agree that there shall be a one (1) year statute of limitations for the filing of any requests for arbitration or any lawsuit relating to this Agreement or the terms or conditions of Executive’s employment by the Company. If such a claim is filed more than one (1) year subsequent to Executive’s last day of employment it shall be precluded by this provision, regardless of whether or not the claim has accrued at that time.

6.7 Right to Injunctive and Equitable Relief . Executive’s obligations under Article III are of a special and unique character, which gives them a peculiar value. The Company cannot be reasonably or adequately compensated for damages in an action at law in the event Executive breaches such obligations. Therefore, Executive expressly agrees that the Company shall be entitled to injunctive and other equitable relief without bond or other security in the event of such breach in addition to any other rights or remedies which the Company may possess or be entitled to pursue. Furthermore, the obligations of Executive and the rights and remedies of the Company under Article III are cumulative and in addition to, and not in lieu of, any obligations, rights, or remedies created by applicable law.

6.8 Enforceability; Severability or Partial Invalidity . It is the desire and intent of the parties that the provisions of this Employment Agreement shall be enforced to the fullest extent permissible. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. In the event that any one or more of the provisions of this Employment Agreement is held to be invalid or unenforceable, the remaining terms and provisions will be unimpaired, and the invalid or unenforceable term or provision will be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. Any prohibition or finding of unenforceability as to any provision of this Agreement in any one jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

6.9 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument.

6.10 Attorneys’ Fees . In the event any action in law or equity, arbitration or other proceeding is brought for the enforcement of this Agreement or in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to his or its attorneys’ fees and other costs reasonably incurred in such action or proceeding.

6.11 Entire Agreement . This Agreement, along with the Confidential Information & Invention Assignment Agreement by and between Executive and the Company of even date herewith (the

“Proprietary Information Agreement”), constitutes the entire agreement of the parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the parties with respect to the subject matter hereof. This Agreement, along with the Proprietary Information Agreement, is intended by the parties as the final expression of their agreement with respect to such terms as are included herein and therein and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement, along with the Proprietary Information Agreement, constitutes the complete and exclusive statement of their terms and that no extrinsic evidence may be introduced in any judicial proceeding involving such agreements. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

6.12 Assignment . This Agreement and the rights, duties, and obligations hereunder may not be assigned or delegated by any party without the prior written consent of the other party, and any attempted assignment or delegation without such prior written consent shall be void and be of no effect; provided that, in the event of the death of Executive, all rights to receive payments hereunder shall become rights of Executive’s estate. Notwithstanding the foregoing provisions of this Section 6.12, the Company may assign or delegate its rights, duties, and obligations hereunder to any affiliate or to any person or entity which succeeds to all or substantially all of the business of the Company through merger, consolidation, reorganization, or other business combination or by acquisition of all or substantially all of the assets of the Company. This Agreement shall be binding upon and inure to the benefit of Executive, his heirs, executors and administrators, and this Agreement shall be binding upon and inure to the benefit of the Company, its successors and permitted assigns.

6.13 Dispute Resolution .

Any controversy, dispute, claim or other matter in question arising out of or relating to the interpretation, performance or breach of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without application of any conflict of laws provisions, and shall be enforceable in the courts of that state.

6.14 Taxes and Withholding . To the extent required or authorized to be withheld by law, the Company shall be entitled to deduct or withhold from any amounts owing from the Company to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes imposed with respect to Executive’s payments, benefits or compensation under this Agreement or under any other agreement. As a condition to any payment or distribution pursuant to this Agreement, the Company may require Executive to pay such sum to the Company as may be necessary to discharge its obligations with respect to any taxes, assessments or other governmental charges imposed on property or income received by Executive thereunder.

6.15 No Conflicting Obligations; Acknowledgement of Understanding and Review . Executive represents and warrants to the Company that Executive is not now under any legal restraint or obligation to any person, firm or corporation, other than the Company, that would prevent or make unlawful Executive’s execution of this Agreement, and Executive further represents and warrants that Executive has no other interest which is inconsistent or in conflict with this

Agreement, or which would prevent, limit, or impair, in any way, Executive’s performance of any of the covenants or duties hereinabove set forth. Executive acknowledges that Executive has read and understands this Agreement, is entering into this Agreement knowingly and voluntarily, and that Executive had a reasonable period of time in which to consider this Agreement and to obtain advice from counsel of Executive’s choosing.

6.16 Section 409A .

To the extent applicable, it is intended that the payments and benefits provided under this Agreement comply with the requirements of Section 409A of the Code, and this Agreement shall be interpreted in a manner consistent with this intent. Solely for purposes of determining the time and form of payments due under this Agreement or otherwise in connection with his termination of employment with the Company, Executive shall not be deemed to have incurred a termination of employment unless and until he shall incur a “separation from service” within the meaning of Section 409A of the Code.

It is intended that each payment or installment of a payment and each benefit provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A.

To the extent that the Company and Executive determine that any provision of this Agreement could reasonably be expected to result in Executive’s being subject to the payment of interest or additional tax under Section 409A, the Company and Executive agree, to the extent reasonably possible as determined in good faith, to amend this Agreement, retroactively, if necessary, in order to avoid the imposition of any such interest or additional tax under Section 409A. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

Notwithstanding any other provision in this Agreement, if as of Executive’s separation from service, the Executive is a “specified employee” as determined by the Company, then to the extent any amount payable or benefit provided under this Agreement that the Company reasonably determines would be nonqualified deferred compensation within the meaning of Section 409A of the Code, for which payment is triggered by Executive’s separation from service (other than on account of death), and that under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment or benefit shall be delayed until the earlier to occur of (a) the six-month anniversary of such termination date or (b) the date of the Executive’s death. In the case of taxable benefits

that constitute deferred compensation, the Company, in lieu of a delay in payment, may require the Executive to pay the full costs of such benefits during the period described in the preceding sentence and reimburse that Executive for said costs within thirty (30) calendar days after the end of such period.

Nothing herein shall be construed as any guarantee by the Company of any particular tax treatment of any income or payments to Executive provided pursuant to this Agreement or other agreements or arrangements contemplated by this Agreement, and Executive remains solely responsible for all applicable taxes on such income and payments.

6.17 Section Headings . The section headings in this Agreement are for convenience only. They form no part of this Agreement and shall not affect its interpretation.

6.18 Third Party Beneficiaries . Nothing herein, expressed or implied, shall create or establish any third party beneficiary hereto nor confer upon any person not a party to this Agreement, any rights or remedies, including any right to employment or continued employment for any specified period, of any nature or kind whatsoever, under or by reason of this Agreement.

6.19 Continuing Obligations . Notwithstanding the termination of Executive’s employment hereunder for any reason or anything in this Agreement to the contrary, all post-employment rights and obligations of the parties, including but not limited to those set forth in Articles III - V, and any provisions necessary to interpret or enforce those rights and obligations under any provision of this Agreement, will survive the termination or expiration of this Agreement and remain in full force and effect for the applicable periods.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	“COMPANY”
	EMCORE Corporation


	By:	/s/ Dr. Gerald Fine
		Dr. Gerald Fine
		Co-Chairman of the Board


	“EXECUTIVE”


	/s/ Jeff Rittichier
	Jeff Rittichier

Exhibit 10.2

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (the “ Separation Agreement ”) is made by and between EMCORE Corporation, a New Jersey corporation (the “ Company ”), and Monica Van Berkel (“ Executive ”), and sets forth the parties’ mutual desire to separate, leading to the termination of Executive’s employment with the Company, effective as of the Separation Date (as defined herein).

WHEREAS, Executive has been employed by the Company in the capacity of Chief Administrative Officer, in connection with which, among other things, Executive performed critical roles in connection with the Company’s business, was responsible for developing and maintaining valuable relationships with customers doing business with the Company, cultivated and maintained other business relationships on behalf of the Company, and had access to and became familiar with the Company’s confidential information;

WHEREAS, Executive and the Company entered into an employment agreement dated May 24, 2004 (the “ Employment Agreement ”);

WHEREAS, Executive and the Company have mutually agreed to separate, leading to the termination of Executive’s employment relationship with the Company, effective as of the Separation Date;

WHEREAS, the parties also entered into that certain Retention Award agreement dated as of September 17, 2014 (the “ Retention Award ”);

WHEREAS, the parties have agreed to set forth in this Separation Agreement the terms and conditions of Executive’s separation from the Company;

WHEREAS, except as set forth in Section 3 below, Executive desires to fully release and discharge the Company from all claims, liabilities, demands and causes of action, whether known or unknown, fixed or contingent, which Executive may have, may claim to have, or may have had against the Company arising from or relating to Executive’s employment with and service for the Company, or the termination of such employment, or any other matter, from the beginning of time up to and including Executive’s execution of this Separation Agreement; and

WHEREAS, Executive acknowledges that Executive has been advised by the Company to seek the advice of an attorney and has been given a full opportunity to do so before executing or re-executing this Separation Agreement (as applicable).

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, terms and considerations set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed between the Company and Executive as follows:

1. Termination of Services .

(a) Executive’s employment with the Company will terminate effective as of January 2, 2015 (the “ Separation Date ”). The period of Executive’s employment with the Company from the execution of this Separation Agreement through the Separation Date is referred to herein as the “ Continued Employment Period ”.

(b) Executive hereby resigns all positions Executive may hold as an officer or employee of the Company or any affiliate of the Company, effective as of the Separation Date.

(c) The Company agrees to continue Executive’s current base salary (at the rate of $235,000 per annum) during the Continued Employment Period, payable in accordance with the Company’s normal payroll practices. The parties agree that the employment and compensation obligations and other provisions described in Articles I and II of the Employment Agreement remain in full force and effect during the Continued Employment Period. Executive agrees that Executive’s receipt of any Separation Payments (as defined in Section 2, below) is contingent upon (i) Executive’s compliance with such obligations and provisions, (ii) Executive not voluntarily resigning from the Company prior to the Separation Date, or being involuntarily terminated by the Company due to Executive’s death or for Cause (as such term is defined in the Employment Agreement) prior to the Separation Date, (iii) Executive’s execution and non-revocation of this Separation Agreement, and Executive’s compliance with this Separation Agreement, and (iv) Executive’s re-execution and non-revocation of this Separation Agreement, and Executive’s continued compliance with this Separation Agreement.

(d) All voluntary payroll deductions, including but not limited to the Company’s 401(k) plan, employee stock purchase plan and life insurance programs and plans, will cease effective on the Separation Date.

(e) The Company agrees to pay any unreimbursed business expenses owed to Executive, provided that such reimbursement shall be sought within thirty (30) business days of the Separation Date and shall be subject to the policies and procedures established by the Company.

2. Separation Pay and Benefits . In consideration for executing this Separation Agreement and in exchange for the promises, covenants and waivers set forth herein, provided Executive has not revoked this Separation Agreement as set forth below and has complied with the obligations of Section 1(c) and all post-employment obligations under this Separation Agreement, and further provided that Executive re-executes and does not revoke this Separation Agreement as set forth below and that the re-executed Separation Agreement has become effective and non-revocable by the sixtieth (60th) day after the Separation Date and that Executive continues to comply with the obligations of Section 1(c) and all post-employment obligations under this Separation Agreement, the following provisions shall apply.

(a) Salary Continuation . The Company will pay Executive’s current base salary (at the rate of $235,000 per annum) for 74 (seventy-four) weeks from the Separation Date (the “ Separation Period ”). Payments of this salary continuation amount during the Separation Period will be paid at the times and in the manner consistent with Company’s normal payroll practices.

(b) Health Benefits . In accordance with the Company’s health plans, Executive will be eligible to exercise Executive’s rights to COBRA health insurance coverage for Executive, and, where applicable, Executive’s spouse and eligible dependents, at Executive’s expense (subject to this Section 2(b)), upon termination of Executive’s employment. To the extent Executive elects COBRA continuation coverage, the Company shall continue to pay the portion of Executive’s COBRA premiums for up to a maximum of eighteen (18) months after the Separation Date at the same rate that the Company would have otherwise paid assuming Executive were an active employee during such time. Executive acknowledges that as a condition of the Company’s payment of its portion of the COBRA premium, Executive will pay by check made payable to the Company (or in such other manner acceptable to the Company) the amount equal to Executive’s portion of the COBRA premiums. Nothing herein shall be construed as extending or delaying the start date of Executive’s COBRA coverage period.

(c) Outplacement Services . The Company shall provide to Executive standard outplacement services at the expense of the Company from an established outplacement firm selected by the Company; provided, however, that the expense of the outplacement services that Company shall pay shall not exceed in total an amount equal to $15,000. In order to receive outplacement services, Executive must begin utilizing the services within thirty (30) days of the Separation Date, and any Company-provided outplacement service shall cease no later than twelve (12) months following the Separation Date. The fees shall be paid directly to the outplacement firm and no part of this amount shall be paid to Executive.

(d) Vesting of Equity Awards . Executive shall receive acceleration and vesting as of the Separation Date of one hundred percent (100%) of Executive’s Equity Awards (excepting such performance-based Equity Awards that would otherwise be disqualified as “performance-based” compensation under section 162(m) of the Internal Revenue Code (the “ Code ”)) which have not yet vested by the Separation Date, and such accelerated Equity Awards as well as any other Equity Awards which are vested and exercisable as of the Separation Date, shall remain exercisable for a period of three (3) years following the Separation Date (but no later than the expiration of the term of the applicable Equity Award) and shall then expire and be of no further force or effect.

For purposes of this Separation Agreement, “ Equity Awards ” refers to the outstanding equity awards Executive has been granted under the Company’s equity award plans. Except as specifically provided in this Section 2(d), the terms and conditions of the Equity Awards will be governed by the applicable award agreement and equity award plan related to such Equity Award (the “ Equity Award Governing Documents ”).

(e) The above payments and benefits described in Section 2(a)-(d) are referred to as the “ Separation Payment ” or “ Separation Payments ” in this Separation Agreement.

(f) Any Separation Payments that are considered deferred compensation subject to section 409A of the Code (“ Section 409A ”) and are payable on account of Executive’s separation from service shall be delayed to the date that is six (6) months following Executive’s separation from service to the extent required by Section 409A and in accordance with Section 24(d) of this Separation Agreement.

(g) Except as may otherwise be specifically stated under any employee benefit plan, policy or program, no Separation Payment shall be treated as compensation for purposes of calculating Executive’s benefits under any such plan, policy or program. No Separation Payment shall be deemed part of Executive’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws except to the extent explicitly required therein.

(h) Executive shall not be required to seek employment or otherwise mitigate damages in order to be entitled to the Separation Payments.

(i) Executive hereby acknowledges and agrees that Executive shall not be entitled to any other severance under any Company benefit plan or severance policy generally available to the Company’s employees or otherwise.

(j) Except as otherwise expressly provided herein, all of Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the Separation Date shall cease upon the Separation Date, other than those specifically provided for under the Company’s qualified retirement plan or as otherwise expressly required under applicable law (such as COBRA). Executive represents, warrants and acknowledges that the Company and its affiliates owe Executive no wages, commissions, bonuses, sick pay, personal leave pay, paid time off, severance pay, vacation pay or other compensation or benefits or payments or form of remuneration of any kind or nature, other than that specifically provided for in this Separation Agreement; provided, however, nothing in this Separation Agreement shall affect Executive’s rights to payment of any form of compensation under the Retention Award or Equity Award Governing Documents (as modified specifically herein).

3. Release .

(a) Except as to obligations arising under this Separation Agreement, Executive hereby fully and forever releases and discharges the Company and all its affiliates, including all predecessors and successors, assigns, officers, directors, trustees, employees, agents and attorneys (all collectively included in the term “ Company ” for purposes of this Section 3 and this release), past and present of each of them, from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law or equity whether known or unknown, vested or contingent, suspected or unsuspected, which existed in the past or which currently exist by reason of any matter, cause or thing whatsoever arising from or in any way related to Executive’s employment and service relationship with or termination of employment and service from the Company or any other matter from the beginning of time up to and including Executive’s execution, or re-execution of this Separation Agreement (as applicable).

(b) Executive acknowledges and understands that this is a general release of any and all claims Executive might otherwise assert against the Company and its affiliates including, but not limited to, any agreements to which Executive is a party; claims for relief or causes of action under any law of the United States including Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq. (race, color, religion, sex and national origin

discrimination), the Age Discrimination in Employment Act (“ ADEA ”), as amended, 29 U.S.C. § 621 et seq. (age discrimination), the Equal Pay Act of 1963, 29 U.S.C. § 201 et seq. (equal pay), the Americans with Disabilities Act, 42 U.S.C. § 12101 (disability discrimination), the Rehabilitation Act of 1973, 29 U.S.C. § 701 (disability discrimination), the Civil Rights Acts of 1866 and 1871, 29 U.S.C. § 1981 et seq. (civil rights), the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA — group health insurance), the Employee Retirement and Income Security Act, 29 U.S.C. § 1001 et. seq. (employee benefits), the Family and Medical Leave Act of 1993, 42 U.S.C. § 2601 et seq. (leaves of absence), the Worker Adjustment and Retraining Notification Act (29 U.S.C. par. 2101), the California Fair Employment and Housing Act, and any similar state or local laws, regulations and ordinances; federal, state or local statutory and/or common law claims of any kind including, without limitation, for discrimination and/or harassment on the basis of race, color, religion, sex, national origin, age, disability, sexual orientation, civil rights claims, employee benefits claims, wrongful discharge claims based upon any alleged breach of express or implied contract, covenant or public policy; and any other federal, state or local statute, public policy, order, ordinance, regulation, or common law claims of any kind. Notwithstanding the preceding, Executive is not waiving, releasing or giving up any rights Executive may have to vested benefits under any qualified retirement plan, to payment of earned and accrued but unpaid salary or accrued but unused vacation pay through the Separation Date, to continued health insurance coverage benefits in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, to unemployment insurance, or any other right which cannot be waived as a matter of law.

(c) Executive expressly waives the benefit of any statute or rule of law which, if applied to this Separation Agreement, would otherwise preclude from its binding effect any claim against the Company not now known by Executive to exist, including to the extent applicable any benefit under Section 1542 of the California Civil Code which states as follows:

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

(d) In the event a claim is filed on Executive’s behalf against the Company by an individual or entity, Executive hereby waives and releases any injunction or monetary relief in favor of Executive.

(e) Executive represents that Executive has not assigned any claim against the Company to any person or entity.

(f) All of the provisions of this Section 3 apply to Executive’s spouse, heirs, executors, legatees, administrators, agents, attorneys, representatives or assigns in the same manner and to the same extent they apply to Executive.

(g) Notwithstanding the foregoing, this Section 3 does not affect the parties’ rights and obligations set forth in (i) this Separation Agreement, and (ii) the Equity Award Governing Documents.

4. Acknowledgment . Executive understands and agrees that since Executive is at least forty (40) years of age, Executive is covered by the ADEA and the Older Workers Benefit Protection Act. Executive’s execution or re-execution (as applicable) of this Separation Agreement shall constitute and be considered Executive’s acknowledgement that Executive has had an opportunity to consult with an attorney, has been allowed a reasonable period of time within which to consider this Separation Agreement and has made an informed decision to enter into this Separation Agreement. Executive’s signature also constitutes a knowing and voluntary waiver of any and all rights or claims arising under the ADEA or other federal, state or local statutes, regulations or ordinances on the basis of age or any other basis prohibited by law, and any claim alleging wrongful, improper, retaliatory or constructive discharge. Executive expressly acknowledges and recites that:

(a) Executive

i) is entering into this Separation Agreement knowingly and voluntarily, without any duress or coercion;

ii) has read and understands this Separation Agreement;

iii) has been advised in writing to consult with an attorney with respect to this Separation Agreement before executing or re-executing it (as applicable);

iv) has not been forced to execute or re-execute (as applicable) this Separation Agreement by any employee or agent of the Company or its affiliates;

v) has waived his right to be provided at least forty-five (45) calendar days to consider terms of the Separation Agreement before executing or re-executing it (as applicable);

vi) acknowledges receipt of the information required under the Older Workers Benefit Protection Act set forth on Exhibit A hereto;

vii) has seven (7) calendar days from the date of executing to terminate and revoke this Separation Agreement, in which case this Separation Agreement shall be unenforceable, null and void and Executive will not be entitled to receive any Separation Payments or other benefits hereunder; and

viii) has seven (7) calendar days from the date of re-executing to terminate and revoke the re-execution of this Separation Agreement, in which case the Company shall have no obligations under this Separation Agreement to provide the Separation Payments and other benefits set forth herein. Such revocation in no way affects Executive’s prior release of claims under the Separation Agreement.

(b) the terms set forth herein are adequate, sufficient and valuable consideration for this Separation Agreement; and

(c) the Separation Payments and other benefits provided herein would not be provided to any employee who did not execute and re-execute a release similar to this one, that such payments and benefits would not have been provided had Executive not executed and re-executed this release, and that the Separation Payments and other benefits provided herein are in exchange for the execution and re-execution of this release.

5. Non-Admission Clause . This Separation Agreement shall not in any way be construed as any admission by the Company that it has acted wrongfully with respect to Executive or any other person, or that Executive has any rights whatsoever against the Company, all of which the Company expressly denies. By entering into this Separation Agreement, the Company has not agreed to grant similar benefits to any other employee, whether or not similarly situated, and no practice or policy shall be deemed established by this Separation Agreement.

6. Cooperation . Executive agrees to cooperate in effecting a smooth transition to employees or other individuals designated by the Company of Executive’s responsibilities and shall provide the details concerning the matters on which Executive is and was involved. In providing such services, Executive shall not have the authority to bind the Company or its affiliates with respect to any matter following the Separation Date.

7. Non-Disparagement . Executive agrees that Executive will not make any disparaging or derogatory remarks or statements about the Company or its affiliates, or the Company’s current and former officers, directors, shareholders, principals, attorneys, agents or employees, or Executive’s employment and service with the Company, or issue any communication, written or otherwise, that reflects adversely on or encourages any adverse action against the Company or its affiliates, except if testifying truthfully under oath pursuant to any lawful court order or subpoena or otherwise responding to or providing disclosures required by law. The Company agrees that it will not make any disparaging or derogatory remarks or statements about Executive or Executive’s employment and service with the Company, or issue any communication, written or otherwise, that reflects adversely on or encourages any adverse action against Executive, except if testifying truthfully under oath pursuant to any lawful court order or subpoena or otherwise responding to or providing disclosures required by law. Remarks or statements made by any officer, director, shareholder, principal, attorney or employee of the Company to any other officer, director, shareholder, principal, attorney or employee of the Company shall not be covered by this Section 7.

8. Confidentiality, Nondisclosure, And Nonsolicitation .

(a) The parties agree that the confidentiality, nondisclosure, nonsolicitation and other obligations and provisions described in Article III of the Employment Agreement remain in full force and effect.

(b) The parties agree the Confidentiality Agreement between Executive and the Company dated May 24, 2004 (the “ Proprietary Information Agreement ”) remains in full force and effect.

(c) Any reference to restrictive covenants, post-termination obligations or post-employment obligations under this Separation Agreement shall include the obligations on Executive under the Proprietary Information Agreement, Article III of the Employment Agreement, and Article V of the Employment Agreement.

(d) Executive’s post-employment obligations under this Separation Agreement are of a special and unique character, which gives them a peculiar value. The Company cannot be reasonably or adequately compensated for damages in an action at law in the event Executive breaches such obligations. Therefore, Executive expressly agrees that the Company shall be entitled to injunctive and other equitable relief without bond or other security in the event of such breach in addition to any other rights or remedies which the Company may possess or be entitled to pursue. Furthermore, such obligations and the rights and remedies of the Company under this Separation Agreement are cumulative and in addition to, and not in lieu of, any obligations, rights, or remedies created by applicable law.

(e) Executive’s receipt of any Separation Payments is contingent upon Executive’s compliance with all post-employment obligations under this Separation Agreement and the other agreements expressly referenced herein.

9. Indemnification . The parties agree that the indemnification obligations and other provisions described in Article V of the Employment Agreement remain in full force and effect.

10. Entire Agreement .

(a) Together with the Retention Award, the Proprietary Information Agreement, Article III of the Employment Agreement, and Article V of the Employment Agreement, which each remains in full force and effect, this Separation Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof; the parties have executed or re-executed this Separation Agreement (as applicable) based upon the terms set forth herein; the parties have not relied on any prior agreement or representation, whether oral or written, which is not set forth in this Separation Agreement; no prior agreement, whether oral or written, shall have any effect on the terms and provisions of this Separation Agreement; and all prior agreements, whether oral or written, including the Employment Agreement (except as provided in Sections 1(c), 8 and 9 of this Separation Agreement), are expressly superseded and/or revoked by this Separation Agreement.

(b) Notwithstanding the other provisions of this Section 10, and subject to Section 2(d), this Separation Agreement shall not affect in any form or manner the validity, and rights and obligations of Executive and the Company under the Proprietary Information Agreement, the Retention Award, and Equity Award Governing Documents.

(c) Notwithstanding the other provisions of this Section 10, this Separation Agreement shall not affect in any form or manner the validity, and rights and obligations of Executive and the Company under Articles I and II of the Employment Agreement during the Continued Employment Period.

(d) This Separation Agreement, along with the Proprietary Information Agreement and Articles III and V of the Employment Agreement, is intended by the parties as the final expression of their agreement with respect to such terms as are included herein and therein and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Separation Agreement, along with the Proprietary Information Agreement and Articles III and V of the Employment Agreement, constitutes the complete and exclusive statement of their terms and that no extrinsic evidence may be introduced in any judicial proceeding involving such agreements. The language used in this Separation Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

11. Return of Company Property . Not later than thirty (30) business days after the Separation Date, Executive shall return to the Company all property, of any nature whatsoever, relating to Executive’s work and services for the Company or that Executive may have received from the Company for use during Executive’s period of employment and service with the Company, and all physical embodiments of the Confidential Information (as defined in the Proprietary Information Agreement) (regardless of form or medium) in Executive’s possession or under Executive’s control.

12. Breach of this Separation Agreement . The Company shall have the right to terminate any and all Separation Payments to be made to Executive under this Separation Agreement in the event of Executive’s breach of any of Executive’s obligations, including without limitation any post-employment obligations, under this Separation Agreement.

13. Notices . All notices, demands, requests, consents, approvals or other communications (collectively “ Notices ”) required or permitted to be given hereunder or which are given with respect to this Separation Agreement shall be in writing and may be personally served or may be deposited in the United States mail, registered or certified, return receipt requested, postage prepaid, addressed as follows:

To the Company:	EMCORE Corporation
	208 West State Street
	Trenton, NJ 08608
	Attention: RASI

With a copy to:	EMCORE Corporation
	2015 Chestnut Street
	Alhambra, CA 91803
	Attention: Chief Financial Officer

To Executive:	Monica Van Berkel

14. Legal Counsel . Executive acknowledges that the Company has advised Executive to consult an attorney prior to executing or re-executing this Separation Agreement (as applicable), and in particular in relation to the release stated above. However, each party will bear their own attorney’s fees and costs in connection with drafting and negotiation of this Separation Agreement.

15. Binding Agreement . This Separation Agreement shall be binding upon the parties hereto, their representatives, agents and assigns, and as to the Executive, Executive’s spouse, heirs, executors, legatees, administrators and personal representatives.

16. No Waivers . No provision of this Separation Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Separation Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

17. Beneficial Interests . This Separation Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Separation Agreement to Executive’s estate. This Separation Agreement shall be inure to the benefit of the Company, its successors and permitted assigns.

18. Choice of Law . This Separation Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of law under New Jersey law. The parties agree to attempt to resolve any employment related dispute between them quickly and fairly, and in good faith. Should such a dispute remain unresolved, the Company and Executive irrevocably and unconditionally agree to submit to the exclusive jurisdiction of the courts of the State of New Jersey and of the United States located in New Jersey over any suit, action or proceeding arising out of or relating to this Separation Agreement. The Company and Executive irrevocably and unconditionally agree to personal jurisdiction and venue of any such suit, action or proceeding in the courts of the State of New Jersey or of the United States located in Newark, New Jersey.

19. Enforceability; Severability or Partial Invalidity . It is the desire and intent of the parties that the provisions of this Separation Agreement shall be enforced to the fullest extent permissible. The invalidity or unenforceability of any provisions of this Separation Agreement shall not affect the validity or enforceability of any other provision of this Separation Agreement, which shall remain in full force and effect. In the event that any one or more of the provisions of this Separation Agreement is held to be invalid or unenforceable, the remaining terms and provisions will be unimpaired, and the invalid or unenforceable term or provision will be deemed

replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. Any prohibition or finding of unenforceability as to any provision of this Separation Agreement in any one jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

20. Counterparts . This Separation Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument. Signatures may be exchanged by electronic means.

21. Attorneys’ Fees . In the event any action in law or equity, arbitration or other proceeding is brought for the enforcement of this Separation Agreement or in connection with any of the provisions of this Separation Agreement, the prevailing party shall be entitled to his or its attorneys’ fees and other costs reasonably incurred in such action or proceeding.

22. Assignment . This Separation Agreement and the rights, duties, and obligations hereunder may not be assigned or delegated by any party without the prior written consent of the other party, and any attempted assignment or delegation without such prior written consent shall be void and be of no effect; provided that, in the event of the death of Executive, all rights to receive payments hereunder shall become rights of Executive’s estate. Notwithstanding the foregoing provisions of this Section 22, the Company may assign or delegate its rights, duties, and obligations hereunder to any affiliate or to any person or entity which succeeds to all or substantially all of the business of the Company through merger, consolidation, reorganization, or other business combination or by acquisition of all or substantially all of the assets of the Company.

23. Taxes and Withholding . To the extent required or authorized to be withheld by law, the Company shall be entitled to deduct or withhold from any amounts owing from the Company to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes imposed with respect to Executive’s payments, benefits or compensation under this Separation Agreement or under any other agreement. As a condition to any payment or distribution pursuant to this Separation Agreement, the Company may require Executive to pay such sum to the Company as may be necessary to discharge its obligations with respect to any taxes, assessments or other governmental charges imposed on property or income received by Executive thereunder. Notwithstanding anything to the contrary herein, the Company does not guarantee the tax treatment of any payments or benefits under this Separation Agreement, including without limitation under the Code, federal, state, local or foreign tax laws and regulations, and Executive agrees that Executive has had the opportunity to seek advice from Executive’s own tax advisors regarding the tax effect of this Separation Agreement and that Executive is relying on Executive’s own advisors and not any representations by the Company or its affiliates regarding the tax effect of this Separation Agreement.

24. Section 409A .

(a) To the extent applicable, it is intended that the payments and benefits provided under this Separation Agreement comply with the requirements of Section 409A, and this Separation Agreement shall be interpreted in a manner consistent with this intent. Solely for purposes of determining the time and form of payments due under this Separation Agreement or

otherwise in connection with his termination of employment with the Company, Executive shall not be deemed to have incurred a termination of employment unless and until he shall incur a “separation from service” within the meaning of Section 409A.

(b) It is intended that each payment or installment of a payment and each benefit provided under this Separation Agreement shall be treated as a separate “payment” for purposes of Section 409A .

(c) To the extent that the Company and Executive determine that any provision of this Separation Agreement could reasonably be expected to result in Executive’s being subject to the payment of interest or additional tax under Section 409A, the Company and Executive agree, to the extent reasonably possible as determined in good faith, to amend this Separation Agreement, retroactively, if necessary, in order to avoid the imposition of any such interest or additional tax under Section 409A. All reimbursements and in-kind benefits provided under this Separation Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Separation Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

(d) Notwithstanding any other provision in this Separation Agreement, if as of Executive’s separation from service, the Executive is a “specified employee” as determined by the Company, then to the extent any amount payable or benefit provided under this Separation Agreement that the Company reasonably determines would be nonqualified deferred compensation within the meaning of Section 409A, for which payment is triggered by Executive’s separation from service, and that under the terms of this Separation Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment or benefit shall be delayed until the earlier to occur of (a) the six-month anniversary of such termination date or (b) the date of the Executive’s death. In the case of taxable benefits that constitute deferred compensation, the Company, in lieu of a delay in payment, may require the Executive to pay the full costs of such benefits during the period described in the preceding sentence and reimburse that Executive for such costs within thirty (30) calendar days after the end of such period.

(e) Nothing herein shall be construed as any guarantee by the Company of any particular tax treatment of any income or payments to Executive provided pursuant to this Separation Agreement or other agreements or arrangements contemplated by this Separation Agreement, and Executive remains solely responsible for all applicable taxes on such income and payments.

(f) To the extent the taxable year to Executive of any Separation Payment could be the later of any two years depending on the timing of the Executive’s re-execution of this Separation Agreement, such Separation Payment shall first be provided as early as practicable in the later year (together with any amounts that would have been provided in the earlier year but for the application of this subsection (f)) to the extent such separation pay or benefit is subject to Section 409A of the Code.

25. Section Headings . The section headings in this Separation Agreement are for convenience only. They form no part of this Separation Agreement and shall not affect its interpretation.

26. Third Party Beneficiaries . Nothing herein, expressed or implied, shall create or establish any third party beneficiary hereto nor confer upon any person not a party to this Separation Agreement, any rights or remedies, of any nature or kind whatsoever, under or by reason of this Separation Agreement.

27. Continuing Obligations . Notwithstanding anything in this Separation Agreement to the contrary, all post-employment rights and obligations of the parties, including but not limited to those set forth in Sections 8 and 9 of this Separation Agreement, and any provisions necessary to interpret or enforce those rights and obligations under any provision of this Separation Agreement, will survive the termination or expiration of this Separation Agreement and remain in full force and effect for the applicable periods.

28. No Advice . The provisions of this Separation Agreement are not intended, and should not be construed to be legal, business or tax advice. The Company, Executive and any other party having any interest herein are hereby informed that the U.S. federal tax advice contained in this document (if any) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Code or (ii) promoting, marketing or recommending to any party any transaction or matter addressed herein.

EXECUTIVE EXPRESSLY ACKNOWLEDGES, REPRESENTS, AND WARRANTS THAT EXECUTIVE HAS READ THIS SEPARATION AGREEMENT CAREFULLY; THAT EXECUTIVE FULLY UNDERSTANDS THE TERMS, CONDITIONS, AND SIGNIFICANCE OF THIS SEPARATION AGREEMENT; THAT THE COMPANY HAS ADVISED EXECUTIVE TO CONSULT WITH AN ATTORNEY CONCERNING THIS SEPARATION AGREEMENT; THAT EXECUTIVE HAS HAD A FULL OPPORTUNITY TO REVIEW THIS SEPARATION AGREEMENT WITH AN ATTORNEY; THAT EXECUTIVE UNDERSTANDS THAT THIS SEPARATION AGREEMENT HAS BINDING LEGAL EFFECT; AND THAT EXECUTIVE HAS EXECUTED OR RE-EXECUTED THIS SEPARATION AGREEMENT (AS APPLICABLE) FREELY, KNOWINGLY AND VOLUNTARILY.

PLEASE READ CAREFULLY. THIS SEPARATION AGREEMENT HAS IMPORTANT LEGAL CONSEQUENCES.

[Signatures appear on next page]

IN WITNESS WHEREOF, the undersigned have caused this Separation Agreement to be executed as of the date set forth below.

Date: 12/10/14	Monica Van Berkel


	/s/ Monica Van Berkel


Date: 12/10/14	EMCORE Corporation


	/s/ Alfredo Gomez
	Name:	Alfredo Gomez
	Title:	General Counsel

* * *

IN WITNESS WHEREOF, the undersigned has caused this Separation Agreement to be re-executed as of the date set forth below.

Date: [ ]		Monica Van Berkel

*Agreement may not be re-executed prior to the Separation Date

Exhibit 10.3

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (the “ Separation Agreement ”) is made by and between EMCORE Corporation, a New Jersey corporation (the “ Company ”), and Alfredo Gomez (“ Executive ”), and sets forth the parties’ mutual desire to separate, leading to the termination of Executive’s employment with the Company, effective as of the Separation Date (as defined herein).

WHEREAS, Executive has been employed by the Company in the capacity of General Counsel and Secretary, in connection with which, among other things, Executive performed critical roles in connection with the Company’s business, was responsible for developing and maintaining valuable relationships with customers doing business with the Company, cultivated and maintained other business relationships on behalf of the Company, and had access to and became familiar with the Company’s confidential information;

WHEREAS, Executive and the Company entered into an employment agreement dated August 2, 2011 (the “ Employment Agreement ”);

WHEREAS, Executive and the Company have mutually agreed to separate, leading to the termination of Executive’s employment relationship with the Company, effective as of the Separation Date;

WHEREAS, the parties also entered into that certain Retention Award agreement dated as of September 17, 2014 (the “ Retention Award ”);

WHEREAS, the parties have agreed to set forth in this Separation Agreement the terms and conditions of Executive’s separation from the Company;

1. Termination of Services .

(a) Executive’s employment with the Company will terminate effective as of the later of February 13, 2015 or the date which is ten (10) business days following notice to Executive that the Company has hired a new in-house counsel (the “ Separation Date ”). The period of Executive’s employment with the Company from the execution of this Separation Agreement through the Separation Date is referred to herein as the “ Continued Employment Period ”.

(b) Executive hereby resigns all positions Executive may hold as an officer or employee of the Company or any affiliate of the Company, effective as of the Separation Date.

(c) The Company agrees to continue Executive’s current base salary (at the rate of $220,000 per annum) during the Continued Employment Period, payable in accordance with the Company’s normal payroll practices. The parties agree that the employment and compensation obligations and other provisions described in Articles I and II of the Employment Agreement remain in full force and effect during the Continued Employment Period. Executive agrees that Executive’s receipt of any Separation Payments (as defined in Section 2, below) is contingent upon (i) Executive’s compliance with such obligations and provisions, (ii) Executive not voluntarily resigning from the Company prior to the Separation Date, or being involuntarily terminated by the Company due to Executive’s death or for Cause (as such term is defined in the Employment Agreement) prior to the Separation Date, (iii) Executive’s execution and non-revocation of this Separation Agreement, and Executive’s compliance with this Separation Agreement, and (iv) Executive’s re-execution and non-revocation of this Separation Agreement, and Executive’s continued compliance with this Separation Agreement.

(a) Salary Continuation . The Company will pay Executive’s current base salary (at the rate of $220,000 per annum) for 68 (sixty-eight) weeks from the Separation Date (the “ Separation Period ”). Payments of this salary continuation amount during the Separation Period will be paid at the times and in the manner consistent with Company’s normal payroll practices.

(e) The above payments and benefits described in Section 2(a)-(d) are referred to as the “ Separation Payment ” or “ Separation Payments ” in this Separation Agreement.

(h) Executive shall not be required to seek employment or otherwise mitigate damages in order to be entitled to the Separation Payments.

3. Release .

(d) In the event a claim is filed on Executive’s behalf against the Company by an individual or entity, Executive hereby waives and releases any injunction or monetary relief in favor of Executive.

(e) Executive represents that Executive has not assigned any claim against the Company to any person or entity.

(g) Notwithstanding the foregoing, this Section 3 does not affect the parties’ rights and obligations set forth in (i) this Separation Agreement, and (ii) the Equity Award Governing Documents.

(a) Executive

i) is entering into this Separation Agreement knowingly and voluntarily, without any duress or coercion;

ii) has read and understands this Separation Agreement;

iii) has been advised in writing to consult with an attorney with respect to this Separation Agreement before executing or re-executing it (as applicable);

iv) has not been forced to execute or re-execute (as applicable) this Separation Agreement by any employee or agent of the Company or its affiliates;

v) has waived his right to be provided at least forty-five (45) calendar days to consider terms of the Separation Agreement before executing or re-executing it (as applicable);

vi) acknowledges receipt of the information required under the Older Workers Benefit Protection Act set forth on Exhibit A hereto;

(b) the terms set forth herein are adequate, sufficient and valuable consideration for this Separation Agreement; and

8. Confidentiality, Nondisclosure, And Nonsolicitation .

(b) The parties agree the Confidentiality Agreement between Executive and the Company dated September 10, 2007 (the “ Proprietary Information Agreement ”) remains in full force and effect.

9. Indemnification . The parties agree that the indemnification obligations and other provisions described in Article V of the Employment Agreement remain in full force and effect.

10. Entire Agreement .

To the Company:	EMCORE Corporation
	208 West State Street
	Trenton, NJ 08608
	Attention: RASI

With a copy to:	EMCORE Corporation
	2015 Chestnut Street
	Alhambra, CA 91803
	Attention: Chief Financial Officer

To Executive:	Alfredo Gomez

24. Section 409A .

(b) It is intended that each payment or installment of a payment and each benefit provided under this Separation Agreement shall be treated as a separate “payment” for purposes of Section 409A .

25. Section Headings . The section headings in this Separation Agreement are for convenience only. They form no part of this Separation Agreement and shall not affect its interpretation.

PLEASE READ CAREFULLY. THIS SEPARATION AGREEMENT HAS IMPORTANT LEGAL CONSEQUENCES.

[Signatures appear on next page]

IN WITNESS WHEREOF, the undersigned have caused this Separation Agreement to be executed as of the date set forth below.

Date: December 10, 2014	Alfredo Gomez


	/s/ Alfredo Gomez
	Alfredo Gomez


Date: December 10, 2014	EMCORE Corporation


	/s/ Monica Van Berkel
	Name:	Monica Van Berkel
	Title:	Chief Administration Officer

* * *

IN WITNESS WHEREOF, the undersigned has caused this Separation Agreement to be re-executed as of the date set forth below.

Date: [ ]		Alfredo Gomez



		Alfredo Gomez

*Agreement may not be re-executed prior to the Separation Date

Exhibit 99.1

PRESS RELEASE

EMCORE Corporation Announces New Chief Executive Officer

ALHAMBRA, CA, December 11, 2014 - EMCORE Corporation (NASDAQ: EMKR), a leading provider of compound semiconductor-based components, subsystems, and systems for the fiber optics market, announced today that it has named Jeffrey Rittichier Chief Executive Officer of the Company. In his new role, Mr. Rittichier succeeds Dr. Hong Hou, who has served as the Company’s President and CEO since March 2008. Mr. Rittichier has also been appointed to the Company’s Board of Directors to fill the vacancy that will be created when Dr. Hong Hou steps down as CEO.

As part of the recently completed sale of the Company’s Space Photovoltaics division to SolAero Technologies Corp. (f/k/a Photon Acquisition Corporation), an affiliate of private equity firm Veritas Capital (“SolAero”), EMCORE’s corporate headquarters will now be located in Alhambra, CA. As previously announced, employees based at the Company’s former headquarters in Albuquerque, NM will become employees of SolAero in Albuquerque. Mr. Rittichier will be based in the Company’s new Alhambra headquarters and will formally take on his new position effective January 3, 2015.

Mr. Rittichier is a 16-year optical communications veteran with a demonstrated track record of identifying and realizing optical networking growth opportunities. Mr. Rittichier has an extensive record of accomplishment in the optical components industry, having held the positions of Chief Executive Officer of Xponent Photonics, Inc., VP and General Manager of Lucent’s Access Business and Vice President of Marketing at Ortel Corporation. Mr. Rittichier joins EMCORE from NanoStatics, a developer of solutions for the production of high throughput nanofiber production systems, where he served as Chief Executive Officer.

“We are delighted to have Jeff join EMCORE,” said Dr. Gerald Fine, EMCORE’s Co-Chairman of the Board. “He is a highly qualified executive with a well-established record of success. We believe he is a great fit for our organization and we expect his experience will help EMCORE take full advantage of its industry-leading position while turning EMCORE into a profitable company.”

“I am joining EMCORE at a time when the Company is poised to achieve profitable growth as we drive to create a culture of operational excellence,” said Mr. Rittichier. “The company has had significant technological success, and I plan to leverage this position with our customers to increase shareholder value.”

Mr. Rittichier holds a B.S. in Mechanical Engineering from The Ohio State University. He was awarded the title of Distinguished Alumnus by Ohio State University’s College of Engineering in 2011, and has completed the Financial Management Program at Stanford University.

Other Corporate Executive Changes

In conjunction with the closing of the divestiture of the Space Photovoltaics business, and the announced sale of its Telecom business unit, EMCORE is reducing its corporate expenses, due to its smaller scale, to focus on being EBITDA break-even by September 2015.

EMCORE’s General Counsel and Corporate Secretary, Alfredo Gomez, is scheduled to leave the Company on or about February 13, 2015. Alfredo Gomez joined EMCORE in September 2007 and has managed the

Company’s legal and compliance affairs. In addition, EMCORE’s Chief Administration Officer, Monica Van Berkel, will be leaving the Company effective January 2, 2015. Monica Van Berkel joined EMCORE in May 2004 and has been responsible for driving the strategic direction of the human resources and information technology functions.

“We’d like to thank Alfredo Gomez and Monica Van Berkel for their excellent service, particularly during this recent period of significant change for EMCORE,” said Dr. Hong Hou. “We wish Alfredo and Monica the best of luck in their future endeavors.”

Mark Weinswig, the Company’s Chief Financial Officer, will remain with EMCORE Corporation.

About EMCORE

EMCORE Corporation offers a broad portfolio of compound semiconductor-based products for the fiber optics market. EMCORE provides optical components, subsystems and systems for high-speed telecommunications, Cable Television (CATV) and Fiber-To-The-Premise (FTTP) networks, as well as products for satellite communications, video transport and specialty photonics technologies for defense and homeland security applications. For further information about EMCORE, visit http://www.emcore.com.

Forward-looking statements:

The information provided herein may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include statements regarding EMCORE’s expectations, goals or intentions, including, but not limited to, financial performance, reductions in expenses, production schedules, expected customer sales, product features and their benefits, product quality, product performance and EMCORE’s executive officers. These forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about EMCORE and are subject to risks and uncertainties that could cause actual results and events to differ materially from those stated in the forward-looking statements. Risks and uncertainties that could cause EMCORE’s actual results to differ from those set forth in any forward-looking statement are discussed in more detail in EMCORE’s SEC filings available at www.sec.gov, including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements contained in this press release are made only as of the date hereof, and EMCORE undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:

EMCORE Corporation

Mark Weinswig

(626) 293-3400

investor@emcore.com

EMCORE Corporation

Joel Counter

Mgr., Corp. Marketing Communications

(626) 999-7017

media@emcore.com

TTC Group

Victor Allgeier

(646) 290-6400

vic@ttcominc.com