<Page>
EXHIBIT 10.20
BOOKHAM, INC.
------------------------------------------------
RULES
OF THE
BOOKHAM, INC. 2004
SHARESAVE SCHEME
(ADOPTED BY RESOLUTION OF THE BOARD OF DIRECTORS
ON SEPTEMBER 9, 2004 APPROVED BY SHAREHOLDERS ON SEPTEMBER 9, 2004 AND
APPROVED BY THE INLAND REVENUE
UNDER REFERENCE SRS/-)
------------------------------------------------
[WILMER CUTLER PICKERING HALE AND DORR LLP LOGO]
Alder Castle
10 Noble Street
London EC2V 7QJ
Tel: +44 (0)20 7645 2400
Fax: +44 (0)20 7645 2424
<Page>
CONTENTS
<Table>
1. DEFINITIONS.............................................................1
2. APPLICATION FOR OPTIONS.................................................5
3. SCALING DOWN............................................................6
4. GRANT OF OPTIONS........................................................7
5. NUMBER OF NEW SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED.........7
6. RIGHTS OF EXERCISE AND LAPSE OF OPTIONS.................................7
7. TAKEOVER, RECONSTRUCTION AND AMALGAMATION, AND LIQUIDATION..............9
8. MANNER OF EXERCISE.....................................................11
9. ISSUE OR TRANSFER OF SHARES............................................12
10. ADJUSTMENTS............................................................12
11. ADMINISTRATION.........................................................12
12. ALTERATIONS............................................................13
13. GENERAL................................................................13
</Table>
<Page>
RULES OF THE BOOKHAM, INC. 2004 SHARESAVE SCHEME
1. DEFINITIONS
1.1 In this Scheme, the following words and expressions shall have, unless
the context otherwise requires, the following meanings:
"ACT" the Income Tax (Earnings and Pensions) Act 2003;
"APPROPRIATE PERIOD" means:
(a) where control of the Company is obtained
in the way set out in Rule 7.6(a), the
period of six months beginning with the
time when the Acquiring Company obtains
control and any condition subject to which
the offer is made is met;
(b) where control of the Company is obtained
in the way set out in Rule 7.6(b), the
period of six months beginning with the
time when the court sanctions the
compromise or arrangement;
(c) where Rule 7.6(c) applies, the period
during which the Acquiring Company remains
bound or entitled as mentioned in that
Rule;
"ASSOCIATED COMPANY" an associated company of the Company within the
meaning that expression bears in paragraph 47 of
Schedule 3 to the Act;
"BOARD" the board of directors of the Company or a duly
authorised committee thereof;
"BONUS DATE" where the Participant may elect under the
Savings Contract for a repayment of that
contract to be taken as including either a 5 or
7 year bonus, whichever bonus date he may
choose, and, in any other case, the earliest
date on which a bonus is payable under such
Savings Contract;
"CLOSE COMPANY" a close company as defined in section 414(1)
Taxes Act as varied by paragraph 11 of Schedule
3 to the Act;
"COMPANY" Bookham, Inc. a Delaware corporation;
"CONTROL" the meaning given by section 840 Taxes Act;
1
<Page>
"DATE OF GRANT" the date on which the Board accepts a duly
completed form of application;
"DATE OF INVITATION" the date on which the Board invites applications
for Options;
"ELIGIBLE EMPLOYEE" any individual (other than a person precluded
from participating in the Scheme by virtue of
paragraph 11 of Schedule 3 (no material interest
requirement)) who:
(a) (i) is a full-time director or full or
part-time employee of a
Participating Company; and
(ii) whose earnings from the office or
employment within paragraph (a)(i)
above are (or would be if there
were any) general earnings to which
section 15 or 21 of the Act applies
(earnings for year when employee
resident or ordinarily resident in
the UK); and
(iii) has been an employee or director at
all times during such qualifying
period (if any) determined by the
Board of not more than five years;
or
(b) is nominated by the Board as an Eligible
Employee for the purposes of the Scheme;
"EXERCISE PRICE" the amount payable on the exercise of an Option,
whether in whole or in part, being an amount
equal to the relevant Option Price multiplied by
the number of Shares in respect of which the
Option is exercised;
"JOINTLY OWNED COMPANY" any company owned by the Company or any
Subsidiary of the Company with another person
and any company controlled by such jointly owned
company to which, in each case, the Inland
Revenue has confirmed the Scheme may extend;
"KEY FEATURE" in relation to the Scheme, a provision which is
necessary in order to meet the requirements of
Schedule 3 to the Act;
"MARKET VALUE" in relation to a Share on any day its market
value determined in accordance with Part 8 of
the Taxation of Chargeable Gains Act 1992 and
agreed in advance with the Shares Valuation of
the Inland Revenue;
"MAXIMUM CONTRIBUTION" the lesser of:
2
<Page>
(a) L 250 per month or such other maximum
monthly contribution as may be permitted
pursuant to paragraph 25 of Schedule 3 of
the Act; or
(b) such maximum monthly contribution as may
be determined from time to time by the
Board;
"MONTHLY CONTRIBUTIONS" monthly contributions agreed to be paid by a
Participant under the Savings Contract made in
connection with his Option;
"OPTION" a right to acquire (by way of subscription or
otherwise) Shares under the Scheme which is
either subsisting or (where the context so
admits or requires) is proposed to be granted;
"OPTION PRICE" the price per Share, as determined by the Board,
at which an Eligible Employee may acquire Shares
upon the exercise of an Option not being
manifestly less than:
(a) 80 per cent of the Market Value on the
date immediately preceding the Date of
Invitation or at such other time or times
as may be agreed in advance in writing
with the Inland Revenue; and
(b) if the Shares are to be subscribed, their
nominal value,
but subject to any adjustment pursuant to
Rule 10;
"PARTICIPANT" a director or employee, or former director or
employee, to whom an Option has been granted, or
(where the context so admits or requires) the
personal representatives of any such person;
"PARTICIPATING COMPANY" (a) the Company;
(b) any other company which is under the
Control of the Company or is a Subsidiary
of the Company; and
(c) any other company which is a Jointly Owned
Company
and, in the case of a company within (b) and/or
(c), is for the time being designated by the
Board as a Participating Company;
"REORGANIZATION EVENT" (a) any merger or consolidation of the Company
3
<Page>
with or into another entity as a result of
which all of the common stock of the
Company is converted into or exchanged for
the right to receive cash, securities or
other property;
(b) any exchange of all of the common stock of
the Company for cash, securities or other
property pursuant to a share exchange
transaction; or
(c) any liquidation or dissolution of the
Company;
"SAVINGS CONTRACT" a contract under a certified contractual savings
scheme (within the meaning of section 326 of the
Taxes Act) which has been approved by the Inland
Revenue for the purpose of Schedule 3 to the
Act;
"SCHEME" the Bookham, Inc. 2004 Sharesave Scheme in its
present form or as from time to time amended in
accordance with the provisions hereof;
"SHARE" a share in the common stock of the Company which
satisfies the conditions specified in paragraphs
17-22 (inclusive) of Schedule 3 to the Act;
"SPECIFIED AGE" 60 years of age;
"SUBSIDIARY" the meaning given by section 736 of the
Companies Act 1985;
"TAXES ACT" the Income and Corporation Taxes Act 1988.
1.2 In this Scheme, unless the context requires otherwise:
(a) the headings are inserted for convenience only and do not affect
the interpretation of any Rule;
(b) a reference to a Rule is a reference to a Rule of this Scheme;
(c) a reference to a statute or statutory provision includes a
reference:
(i) to that statute or provision as from time to time
consolidated, modified, re-enacted or replaced by any
statute or statutory provision;
(ii) to any repealed statute or statutory provision which it
re-enacts (with or without modification); and
(iii) to any subordinate legislation made under it;
(d) words in the singular include the plural, and vice versa;
(e) a reference to the masculine shall be treated as a reference to
the feminine, and vice versa;
4
<Page>
(f) a reference to "a year" shall be a period calculated by
reference to a previous or subsequent anniversary of a
particular date.
2. APPLICATION FOR OPTIONS
2.1 The Board may at its discretion and at any time invite (by any method
the Board considers appropriate) applications for Options from Eligible
Employees, and any such invitation shall include details of:
(a) eligibility;
(b) the Option Price;
(c) the Maximum Contribution payable;
(d) whether, for the purpose of determining the number of Shares
over which an Option is to be granted, the repayment under the
Savings Contract is to be taken:
(i) as including a seven year or five year bonus;
(ii) as including a five year bonus;
(iii) as including a three year bonus; or
(iv) as not including a bonus;
(e) the date by which applications made pursuant to Rule 2.3 must be
received (being neither earlier than 14 days nor later than 25
days after the Date of Invitation),
and the Board may determine and include in the invitation details of
the maximum number of Shares over which applications for Options are to
be invited in that Invitation Period.
2.2 An application for an Option must incorporate or be accompanied by a
proposal for a Savings Contract.
2.3 An application for an Option shall be in such form as the Board may
from time to time prescribe save that it shall provide for the
applicant to state:
(a) the Monthly Contributions (being a multiple of L 1 and not less
than such minimum specified by the Board (such minimum not to be
greater than L 10 (or such other figure specified in paragraph
25(3)(b) of Schedule 3 to the Act);
(b) that his proposed Monthly Contributions (when taken together
with any Monthly Contributions he makes under any other Savings
Contract) will not exceed the Maximum Contribution;
(c) if Eligible Employees may elect for the repayment under the
Savings Contract to be taken as including the seven-year bonus,
a three or five year bonus, or as not including a bonus, his
election in that respect.
5
<Page>
2.4 Each application for an Option shall provide that, in the event of
excess applications, each application shall be deemed to have been
modified or withdrawn in accordance with the steps taken by the Board
to scale down applications pursuant to Rule 3.
2.5 Proposals for a Savings Contract shall be limited to such building
society, bank or European financial institution as the Board may
designate.
2.6 Each application shall be deemed to be for an Option over the largest
whole number of Shares which can be acquired at the Option Price with
the relevant repayment under the Savings Contract entered into in
connection with the Option.
3. SCALING DOWN
3.1 If valid applications are received for a total number of Shares in
excess of any maximum number of Shares determined by the Board pursuant
to Rule 2.1, or the limit under Rule 5, the Board shall scale down
applications in accordance with Rule 3.1(a) to (f) in such order and
combinations as the Board in its absolute discretion may determine
except that provisions (d) and (e) must not be applied before (a) to
(c) until the number of Shares available equals or exceeds such total
number of Shares applied for:
(a) by treating any elections for the seven-year bonus as elections
for the five-year bonus;
(b) by reducing the proposed Monthly Contributions pro rata to the
excess over such amount as the Company shall determine for this
purpose being not less than the minimum Monthly Contribution
permitted under the Savings Contract;
(c) by treating each election for a bonus as an election for no
bonus;
(d) by treating an application for a five-year Savings Contract as
an application for a three-year Savings Contract;
(e) by selecting by lot;
(f) by such other method of scaling down determined by the Board as
may be acceptable to the Inland Revenue.
3.2 If the number of Shares available is insufficient to enable an Option
based on Monthly Contributions of L 5 a month to be granted to each
Eligible Employee making a valid application, the Board may, as an
alternative to selecting by lot, determine in its absolute discretion
that no Options shall be granted.
3.3 If the Board so determines, the provisions in Rule 3.1 may be modified
or applied in any manner as may be agreed in advance with the Inland
Revenue.
3.4 If, in applying the scaling down provisions contained in this Rule 3,
Options cannot be granted within the 30-day period referred to in Rule
4.2 below, the Board may extend that period by 12 days.
6
<Page>
4. GRANT OF OPTIONS
4.1 No Option shall be granted to any person if at the Date of Grant that
person shall have ceased to be an Eligible Employee.
4.2 Within 30 days (subject to the application of Rule 3.4) of any day by
reference to which the Option Price was fixed the Board may, subject to
Rule 3 above, grant to each Eligible Employee who has submitted a valid
application, an Option in respect of the number of Shares for which
application has been deemed to be made under Rule 2.6.
4.3 The Board shall issue to each Participant an option certificate in such
form (not inconsistent with the provisions of the Scheme) as the Board
may from time to time prescribe. Each such certificate shall specify
the Date of Grant of the Option, the number and class of Shares over
which the Option is granted, the Option Price and the Bonus Date.
4.4 Except as otherwise provided in these Rules, every Option shall be
personal to the Participant to whom it is granted and shall not be
transferable.
4.5 No amount shall be paid in respect of the grant of an Option.
5. NUMBER OF NEW SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED
Subject to adjustment under Rule 10, Options may be granted under the
Scheme for up to 500,000 Shares. If any Option expires or is
terminated, surrendered or canceled without having been fully exercised
or it is forfeited in whole or in part (including as the result of
Shares subject to such Option being repurchased by the Company at the
original issuance price pursuant to a contractual repurchase right) or
results in any Shares not being issued, the unused Shares covered by
such Option shall again be available for the grant of Options under the
Scheme. Shares issued pursuant to Options under the Scheme may consist
in whole or in part of authorized but unissued shares or treasury
shares.
6. RIGHTS OF EXERCISE AND LAPSE OF OPTIONS
6.1 Save as provided in Rules 6.5, 6.6, 6.7 and Rule 7, an Option shall not
be exercised earlier than the Bonus Date under the Savings Contract
entered into in connection therewith.
6.2 Save as provided in Rule 6.5, an Option shall not be exercised later
than six months after the Bonus Date under the Savings Contract entered
into in connection therewith.
6.3 Save as provided in Rules 6.5 and 6.6, an Option may only be exercised
by a Participant whilst he is a director or employee of a Participating
Company.
6.4 An Option may not be exercised by a Participant if he is ineligible to
participate in the Scheme by virtue of paragraph 11 of Schedule 3 to
the Act (as supplemented by paragraphs 12, 13 and 14 of Schedule 3 to
the Act).
6.5 An Option may be exercised by the personal representatives of a
deceased Participant:
7
<Page>
(a) within twelve months following the date of his death if such
death occurs before the Bonus Date;
(b) within twelve months following the Bonus Date in the event of
his death within six months after the Bonus Date.
6.6 An Option may be exercised by a Participant within six months following
his ceasing to hold the office or employment by virtue of which he is
eligible to participate in the Scheme by reason of:
(a) injury, disability, redundancy within the meaning of the
Employment Rights Act 1996, or retirement on reaching the
Specified Age or any other age at which he is bound to retire in
accordance with the terms of his contract of employment; or
(b) his office or employment being in a company of which the Company
ceases to have Control; or
(c) the transfer of his contract of employment (which relates to a
business or part of a business) to a person who is neither an
Associated Company nor a company of which the Company has
Control.
6.7 An Option may be exercised within six months of the Bonus Date by a
Participant who is a director or employee of a company which is not a
Participating Company but which is:
(a) an Associated Company of the Company; or
(b) a company of which the Company has Control.
6.8 An Option may be exercised by a Participant within six months following
the date he reaches the Specified Age if he continues after that date
to hold the office or employment by virtue of which he is eligible to
participate in the Scheme.
6.9 No person shall be treated for the purposes of Rule 6.6 as ceasing to
hold an office or employment by virtue of which that person is eligible
to participate in the Scheme until that person ceases to hold any
office or employment in the Company or any Associated Company or any
company of which the Company has Control.
6.10 An Option granted to a Participant shall lapse upon the occurrence of
the earliest of the following:
(a) subject to Rule 6.10(b) below, six months after the Bonus Date
under the Savings Contract entered into in connection with the
Option;
(b) where the Participant dies before the Bonus Date, twelve months
after the date of death, and where the Participant dies in the
period of six months after the Bonus Date, twelve months after
the Bonus Date;
(c) the expiry of any of the six month periods specified in Rule
6.6(a) to (c), save that if at the time any of such applicable
periods expire, time is running under the twelve-month period
specified in Rule 6.5, the Option shall not lapse by
8
<Page>
reason of this Rule 6.10 until the expiry of the relevant
twelve-month period in Rule 6.5;
(d) the expiry of any of the periods specified in Rules 7.3 to 7.5,
save where an Option is released in consideration of the grant
of a New Option over New Shares in the Acquiring Company (during
one of the periods specified in Rules 7.3 and 7.4) pursuant to
Rule 7.6;
(e) the Participant ceasing to hold any office or employment with a
Participating Company or any Associated Company for any reason
other than those specified in Rule 6.6;
(f) subject to Rule 7.5, the passing of an effective resolution, or
the making of an order by the court, for the winding-up of the
Company;
(g) the Participant being deprived (otherwise than on death) of the
legal or beneficial ownership of the Option by operation of law,
or doing anything or omitting to do anything which causes him to
be so deprived or become bankrupt; and
(h) before an Option has become capable of being exercised, the
Participant giving notice that he intends to stop paying Monthly
Contributions, or being deemed under the terms of the Savings
Contract to have given such notice, or making an application for
repayment of the Monthly Contributions.
7. TAKEOVER, RECONSTRUCTION AND AMALGAMATION, LIQUIDATION AND
REORGANIZATION
7.1 If any person obtains Control of the Company as a result of making an
offer to acquire Shares which is either unconditional or is made on a
condition such that if it is satisfied the person making the offer will
have Control of the Company, an Option may be exercised within six
months of the time when the person making the offer has obtained
Control of the Company and any condition subject to which the offer is
made has been satisfied or waived.
7.2 For the purpose of Rule 7.1, a person shall be deemed to have obtained
Control of the Company if he and others acting in concert with him have
together obtained Control of it.
7.3 If any person becomes bound or entitled to acquire Shares under the
sections 428 to 430F (inclusive) of the Companies Act 1985 (or non-UK
equivalent) an Option may be exercised at any time when that person
remains so bound or entitled.
7.4 If, under section 425 of the Companies Act 1985 (or non-UK equivalent),
the court sanctions a compromise or arrangement proposed for the
purposes of, or in connection with, a scheme for the reconstruction of
the Company or its amalgamation with any other company or companies, an
Option may be exercised within six months of the court sanctioning the
compromise or arrangement.
7.5 If a resolution for the voluntary winding-up of the Company is passed,
an Option may be exercised within two months from the date of the
passing of the resolution.
9
<Page>
7.6 If any company (the "Acquiring Company"):
(a) obtains Control of the Company as a result of making:
(i) a general offer to acquire the whole of the issued
ordinary share capital of the Company which is made on a
condition such that if it is satisfied the Acquiring
Company will have Control of the Company; or
(ii) a general offer to acquire all the shares in the Company
which are of the same class as the Shares which may be
acquired by the exercise of Options,
in either case ignoring any Shares which are already owned by it
or a member of the same group of companies; or
(b) obtains Control of the Company in pursuance of a compromise or
arrangement sanctioned by the court under the section 425 of the
Companies Act 1985 (or non-UK equivalent); or
(c) becomes bound or entitled to acquire Shares under the sections
428 to 430F (inclusive) of the Companies Act 1985 (or non-UK
equivalent),
any Participant may at any time within the Appropriate Period, by
agreement with the Acquiring Company, release any Option granted under
the Scheme which has not lapsed ("Old Option") in consideration of the
grant to him of an option ("New Option") which (for the purposes of
paragraph 39 of Schedule 3 to the Act) is equivalent to the Old Option
but relates to shares in a different company (whether the Acquiring
Company itself or some other company falling within paragraph (b) or
(c) of paragraph 18 of Schedule 3 to the Act).
7.7 The New Option shall not be regarded for the purposes of Rule 7.6 as
equivalent to the Old Option unless the conditions set out in paragraph
39 of Schedule 3 to the Act are satisfied. Where the provisions of Rule
7.7 apply, the provisions of the Scheme shall be construed as if:
(a) the New Option were granted under the Scheme at the same time as
the Old Option;
(b) except for the purposes of the definitions of "Participating
Company" and "Subsidiary" in Rule 1, the reference to Bookham,
Inc. in the definition of the "Company" in Rule 1 were a
reference to the different company mentioned in Rule 7.6.
7.8 In connection with a Reorganization Event, the Board may, at its
discretion, take any one or more of the following actions as to all or
any outstanding Options on such terms as the Board determines: (i)
provide that Options shall be assumed or substantially equivalent
Options shall be substituted by the acquiring or succeeding corporation
(or an affiliate thereof), (ii) upon written notice to a Participant,
provide that the Participant's unexercised Options or other unexercised
Options shall become exercisable in full and will terminate immediately
prior to the consummation of such Reorganization Event unless exercised
by the Participant within a specified period
10
<Page>
following the date of such notice, (iii) provide that outstanding
Options shall become realizable or deliverable, or restrictions
applicable to an Option shall lapse, in whole or in part prior to or
upon such Reorganization Event, (iv) in the event of a Reorganization
Event under the terms of which holders of common stock will receive
upon consummation thereof a cash payment for each share surrendered in
the Reorganization Event (the "Acquisition Price"), make or provide for
a cash payment to a Participant equal to (A) the Acquisition Price
times the number of shares of common stock subject to the Participant's
Options (to the extent the exercise price does not exceed the
Acquisition Price) minus (B) the aggregate exercise price of all such
outstanding Options, in exchange for the termination of such Options,
(v) provide that, in connection with a liquidation or dissolution of
the Company, Options shall convert into the right to receive
liquidation proceeds (if applicable, net of the exercise price thereof)
and (vi) any combination of the foregoing.
For purposes of Rule 7.8(i) above, an Option shall be considered
assumed if, following consummation of the Reorganization Event, the
Option confers the right to purchase, for each Share subject to the
Option immediately prior to the consummation of the Reorganization
Event, the consideration (whether cash, securities or other property)
received as a result of the Reorganization Event by holders of common
stock for each share of common stock held immediately prior to the
consummation of the Reorganization Event (and if holders were offered a
choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of common stock);
provided, however, that if the consideration received as a result of
the Reorganization Event is not solely common stock of the acquiring or
succeeding corporation (or an affiliate thereof), the Company may, with
the consent of the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to consist
solely of common stock of the acquiring or succeeding corporation (or
an affiliate thereof) equivalent in fair market value to the per share
consideration received by holders of outstanding shares of common stock
as a result of the Reorganization Event.
To the extent all or any portion of an Option becomes exercisable
solely as a result of Rule 7.8(ii) above, the Board may provide that
upon exercise of such Option the Participant shall receive shares
subject to a right of repurchase by the Company or its successor at the
Option exercise price; such repurchase right (x) shall lapse at the
same time as the Option would have become exercisable under its terms
and (y) shall not apply to any shares subject to the Option that were
exercisable under its terms without regard to Rule 7.8(ii) above.
8. MANNER OF EXERCISE
8.1 An Option may only be exercised during the periods specified in Rules 6
and 7, and only with monies not exceeding the amount of the repayment
(including if applicable any Bonus or interest) under the Savings
Contract entered into in connection therewith as at the date of such
exercise. For this purpose, no account shall be taken of such part (if
any) of the repayment of any Monthly Contribution, the due date for the
payment of which under the Savings Contract arises after the date of
such repayment.
8.2 Exercise shall be by the delivery to the Secretary of the Company or
other duly appointed agent, of an option certificate covering the
Shares over which the Option is then to be exercised, with the notice
of exercise in the prescribed form duly completed
11
<Page>
by the Participant (or by his duly authorised agent) together with any
remittance for the Exercise Price payable, or authority to the Company
and the Board to withdraw and apply monies equal to the Exercise Price
from the Savings Contract, to acquire the Shares over which the Option
is to be exercised. The effective date of exercise shall be the date of
delivery of the notice of exercise.
9. ISSUE OR TRANSFER OF SHARES
9.1 The Board shall procure that Shares to be issued pursuant to the
exercise of an Option shall be allotted within 28 days following the
effective date of exercise of the Option.
9.2 Where relevant, the Board shall procure the transfer of Shares
(including a transfer from the Company's holding of treasury shares, if
any) to be transferred pursuant to the exercise of an Option within 28
days following the effective date of exercise of the Option.
9.3 Shares to be issued pursuant to the Scheme will rank PARI PASSU in all
respects with the Shares then in issue, except that they will not rank
for any rights attaching to Shares by reference to a record date
preceding the date of exercise.
9.4 Shares to be transferred (whether from the Company's holding of
treasury shares or otherwise) pursuant to the Scheme will be
transferred free of all liens, charges and encumbrances and together
with all rights attaching thereto, except they will not rank for any
rights attaching to Shares by reference to a record date preceding the
date of exercise.
10. ADJUSTMENTS
10.1 The number of Shares over which an Option is granted and the Option
Price thereof shall be adjusted in such manner as the Board shall
determine following any capitalisation issue, rights issue,
subdivision, consolidation or reduction of share capital of the Company
or any other variation of share capital to the intent that (as nearly
as may be without involving fractions of a Share or an Option Price
calculated to more than two places of decimals) the Exercise Price
payable in respect of an Option shall remain unchanged, provided that
no adjustment made pursuant to this Rule 10.1 shall be made without the
prior approval of the Inland Revenue (so long as the Scheme is approved
by the Inland Revenue).
10.2 The Board may take such steps as it may consider necessary to notify
Participants of any adjustment made under this Rule 10 and to call in,
cancel, endorse, issue or reissue any Option certificate consequent
upon such adjustment.
11. ADMINISTRATION
11.1 Any notice or other communication made under, or in connection with,
the Scheme may be given by personal delivery, electronic mail, internet
or intranet access, facsimile transmission or by sending the same by
post, in the case of a company to its registered office and in the case
of an individual to his last known address, or, where he is a director
or employee of the Company or an Associated Company, either to his last
known address or to the address of the place of business at which he
performs the whole or substantially the whole of the duties of his
office or employment, and where
12
<Page>
a notice or other communication is given by first-class post, it shall
be deemed to have been received 48 hours after it was put into the post
properly addressed and stamped.
11.2 The Company may (but need not) distribute to Participants copies of any
notice or document normally sent by the Company to the holders of
Shares.
11.3 If any option certificate shall be worn out, defaced or lost, it may be
replaced on such evidence being provided as the Board may require.
11.4 The Company shall at all times keep available for allotment unissued
Shares at least sufficient to satisfy all Options under which new
Shares may be subscribed or procure that sufficient Shares are
available for transfer (whether from the Company's holding of Treasury
Shares or otherwise) to satisfy all Options under which Shares may be
acquired.
11.5 The decision of the Board in any dispute relating to an Option or the
due exercise thereof or any other matter in respect of the Scheme shall
be final and conclusive.
11.6 The costs of introducing and administering the Scheme shall be borne by
the Company.
12. ALTERATIONS
12.1 Subject to Rule 12.2, the Board may at any time alter or add to all or
any of the provisions of the Scheme in any respect, provided that if an
alteration or addition to a Key Feature is made at a time when the
Scheme is approved by the Inland Revenue under Schedule 3 to the Act it
shall not have effect until it has been approved by the Inland Revenue.
12.2 No alteration or addition shall be made under Rule 12.1 which would
abrogate or adversely affect the subsisting rights of a Participant
unless it is made with each relevant Participant's consent.
12.3 As soon as reasonably practicable after making any alteration or
addition under Rule 12.1, the Board shall give written notice thereof
to any Participant affected thereby.
13. GENERAL
13.1 The Scheme shall terminate upon the tenth anniversary of its adoption
or at any earlier time by the passing of a resolution by the Board.
Termination of the Scheme shall be without prejudice to the subsisting
rights of Participants.
13.2 The Scheme shall extend to any Jointly Owned Company which is
designated by the Board as a Participating Company provided that the
Scheme shall cease to apply to such company in the event that:
(a) the Jointly Owned Company falls under the control of any single
person;
(b) the Company ceases to be one of the joint owners of the Jointly
Owned Company;
(c) any company controlled by the Jointly Owned Company is no longer
so
13
<Page>
controlled,
unless those companies become controlled by the Company or any
Subsidiary of the Company.
13.3 If Shares are transferred to the Participant following the exercise of
an Option, the Participant shall if required to do so by the person
making the transfer, join that person in making a claim for relief
under Section 165 of the Taxation of Chargeable Gains Act 1992 in
respect of the disposal of Shares to the Participant.
13.4 The rights and obligations of any individual under the terms of his
office or employment with the Company, a Participating Company, a
Subsidiary of the Company, or an Associated Company shall not be
affected by his participation in the Scheme or any right which he may
have to participate therein, and an individual who participates therein
shall waive all and any rights to compensation or damages in
consequence of the termination of his office or employment with any
such company for any reason whatsoever insofar (including, without
prejudice to the generality of the foregoing wrongful dismissal or
dismissal in breach of contract) as those rights arise, or may arise,
from his ceasing to have rights under or be entitled to exercise any
Option under the Scheme as a result of such termination, or from the
loss or diminution in value of such rights or entitlements.
13.5 It is a condition of participation in this Scheme that a Participant
agrees to the holding of information about him by the Company and that
he authorises the Company and its agents and advisers to use such
information according to these Rules for the purposes of this Scheme.
It is a further condition of participation in this Scheme that each
Participant agrees that data concerning his participation may be
processed by agents of the Company wherever located and where necessary
transmitted outside the United Kingdom.
13.6 These Rules shall be governed by and construed in accordance with
English law.
14
<Page>
BOOKHAM, INC.
2004 SHARESAVE SCHEME
OPTION CERTIFICATE
Certificate No........................... Account No..............
This is to certify that
................................................................. is the holder
of an option to acquire a maximum of ..................... shares of common
stock at an Exercise Price of ........................................ subject
to and in accordance with the Rules of the Scheme.
This option was granted on ................................................
Total Exercise Price (Cost of Shares) on exercise in full.....................
This option is normally exercisable on .........................................
and for a period of six calendar months thereafter, subject however to any
exceptions permitted by the Rules of the Scheme.
This option is personal to the option holder or his/her legal personal
representatives. It is not transferable and will be cancelled immediately in the
case of any purported assignment, charge, disposal or dealing with the rights
conveyed by it.
Signed
For Bookham, Inc.
[Position]
THIS CERTIFICATE IS IMPORTANT AND SHOULD BE KEPT SAFELY WITH YOUR PERSONAL
PAPERS.
<Page>
BOOKHAM, INC.
2004 SHARESAVE SCHEME
NOTICE OF EXERCISE
To: [Savings provider]
PLEASE COMPLETE USING BLOCK CAPITALS
Name ............................ Name ............................
Address ............................ Address ............................
............................ ............................
............................ ............................
CAPACITY: option holder/personal representative(s) (delete as necessary)
1 I/We hereby exercise the option referred to in the option certificate
overleaf in respect of ............................ * of the shares of
common stock to which I am/we are entitled (* if you do not wish to take up
your full entitlement of shares, please insert the lesser number which you
wish to acquire).
I/We agree to the issue of shares of common stock to me/us/my nominee
subject to the Company's Certificate of Incorporation and by-laws.
2 I/We hereby exercise the option / / on completion of the savings
contract
/ / on leaving employment before
completing the savings contract
/ / as personal representative(s) -
refer to note (a) below
(Please tick appropriate box)
3 Delete as appropriate:
(a) I/We authorise the Company to deduct from the Sharesave account the sum of
.................... being the aggregate exercise price of the shares of
common stock mentioned above and being not more than the amount repayable
under the Sharesave contract. Any balance outstanding is to be returned to
me/us.
(b) I/We enclose herewith a cheque for the sum of .............................
made payable to [savings provider] and crossed "a/c payee" being the
aggregate exercise price of the shares of common stock mentioned above and
being not more than the amount repaid under the Sharesave contract.
4 I/We request you to despatch a stock certificate for shares of common stock
registered in my/our name(s)/the name of my nominee by ordinary post at
my/our risk to the address set out above (personal representative(s) please
refer to note (e) below).
Signed .......................... Signed .....................
Date .......................... Date .....................
NOTES
(a) Only the option holder named in the option certificate or, in the event of
his or her death, his or her legal personal representative(s) are entitled
to exercise an option in accordance with the rules. If such legal personal
representative(s) exercise the option, the Grant of Probate or Letters of
Administration or other evidence satisfactory to the Company must accompany
this notice.
(b) The number of shares of common stock applied for should be clearly
indicated and must not exceed the number of shares specified overleaf.
(c) The remittance should be for an amount equal to the exercise price per
share of common stock shown overleaf, multiplied by the number of shares of
common stock applied for.
(d) The option holder (or personal representative(s)) may be required to
produce evidence as to the repayments under the related Sharesave contract
in support of the declaration in paragraph 3(b) above.
(e) Personal representative(s) should note that the stock certificate will be
sent to the first address given, unless written notice to the contrary is
received with this notice.