Exhibit

On October 18, 2016 (the “Grant Date”), EMCORE Corporation, a New Jersey corporation (the “Company”), granted you an award (the “Award”) of a target number of 100,000 performance-based shares. The Award consists of a target number of 33,333 performance-based restricted shares (the “Restricted Stock”) of the Company’s common stock, no par value per share (the “Common Stock”) and a target number of 66,667 performance-based restricted stock units (the “Restricted Stock Units”) under the EMCORE Corporation 2012 Equity Incentive Plan, as adopted effective January 25, 2012, and as further amended from time to time (the “Plan”). Each Restricted Stock Unit represents, on the books of the Company, a unit which is equivalent to one share of Common Stock.

This Performance-Based Restricted Stock and Restricted Stock Unit Award Agreement (the “Agreement”) evidences the Award of the Restricted Stock and Restricted Stock Units. This Agreement and the Award of the Restricted Stock and Restricted Stock Units are made in consideration of your employment or service relationship with the Company or an Affiliate of the Company (as applicable, your “Employer”). The Award is subject in all respects to and incorporates by reference the terms and conditions of the Plan and any terms and conditions relating to Restricted Stock and Restricted Stock Units and specifies other applicable terms and conditions of your Restricted Stock and Restricted Stock Units. This Agreement hereby supersedes and replaces the prior award agreement evidencing the Award, and you shall have no further rights under such prior agreement.

A copy of the Plan and the Prospectus for the Plan, as amended from time to time (the “Prospectus”), is being provided or made available to you in connection with the Award. By executing this Agreement, you acknowledge that you have received a copy of the Plan and the Prospectus. You may request additional copies of the Plan or Prospectus by contacting EMCORE Corporation, Attn: Chief Financial Officer, 2015 West Chestnut Street, Alhambra, CA 91803. You also may request from the Secretary of the Company copies of the other documents that make up a part of the Prospectus (described more fully at the end of the Prospectus), as well as all reports, proxy statements and other communications distributed to the Company’s security holders generally.

1.Terminology; Conflicts. The Glossary at the end of this Agreement includes definitions of certain capitalized words used in this Agreement. All terms not defined in this Agreement (including the Glossary) have the meanings given in the Plan. Unless otherwise specifically provided in this Agreement, in the event of any conflict, ambiguity or inconsistency between or among any defined term in this Agreement or the Plan, the provisions of, first, the Plan and second, this Agreement, will control in that order of priority, except in the case of Section 14 of this Agreement, which will control in all cases.

(i)All of the Restricted Stock and Restricted Stock Units are nonvested and forfeitable as of the Grant Date. 33,333 of the target number of Restricted Stock Units shall be “First Tranche Target Units,” 33,334 of the target number of Restricted Stock Units shall be “Second Tranche Target Units” and all of the 33,333 target number of shares of Restricted Stock shall be “Third Tranche Target Shares,” with each such tranche of Restricted Stock and Restricted Stock Units subject to the vesting conditions described below.

(ii)Subject to earlier termination as provided in this Agreement, your First Tranche Target Units, Second Tranche Target Units and Third Tranche Target Shares are each subject to a vesting requirement based on the Company’s Total Shareholder Return achieved relative to the Total Shareholder Return for the Index. The Company’s Total Shareholder Return percentile ranking will be measured over a three-year performance period as follows: (a) the first performance period will begin on October 18, 2016

and end on October 17, 2017 (the “First Performance Period”) and will be the performance measurement period applicable to the First Tranche Target Units, (b) the second performance period will begin on October 18, 2016 and end on October 17, 2018 (the “Second Performance Period”) and will be the performance measurement period applicable to the Second Tranche Target Units, and (c) the third performance period will begin on October 18, 2016 and end on October 17, 2019 (the “Third Performance Period,” and together with the First Performance Period and the Second Performance Period, each a “Performance Period”) and will be the performance measurement period applicable to the Third Tranche Target Shares. Total Shareholder Return performance for each Performance Period will be determined with reference to the goals set forth in the table below:

Except as described below, all of your First Tranche Target Units, Second Tranche Target Units and Third Tranche Target Shares will terminate for no consideration at the end of the applicable Performance Period if the Company achieves a Total Shareholder Return that is equal to or less than fifty percent (50%) of the Total Shareholder Return for the Index. If the Company achieves a Total Shareholder Return relative to the Index for any applicable Performance Period between the percentages listed in the table above, the percentage of your First Tranche Target Units, Second Tranche Target Units and Third Tranche Target Shares, as applicable, that will be eligible to become vested and nonforfeitable will be pro-rated on a straight-line basis between the closest two percentages listed in the table above. The maximum percentage of your First Tranche Target Units, Second Tranche Target Units and Third Tranche Target Shares that may be eligible to become vested and nonforfeitable is the maximum percentage listed in the table above. Any of your First Tranche Target Units, Second Tranche Target Units and Third Tranche Target Shares that do not become eligible to become vested and nonforfeitable at the end of the applicable Performance Period based on the Company’s Total Shareholder Return for the applicable Performance Period will automatically terminate for no consideration at the end of the applicable Performance Period and any unvested and forfeited shares of Restricted Stock shall be automatically transferred to the Company as of such date, without any other action by you.

(iii)The Restricted Stock and Restricted Stock Units are intended to qualify as “performance based compensation” under Section 162(m) of the Code. Accordingly, the Administrator shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Restricted Stock and Restricted Stock Units under Section 162(m) of the Code (including, without limitation, certifying in writing the achievement of the Total Shareholder Return for each applicable Performance Period relative to the Index before any vesting and/or payment is made with respect to any Restricted Stock and Restricted Stock Units).

(b)Continued Service Vesting Condition. In addition to achievement of the Total Shareholder Return performance-vesting requirements set forth above, in order for any of your Restricted Stock and Restricted Stock Units to become vested and nonforfeitable, you must continue to be a Service Provider through the last day of the applicable Performance Period. Unless this Agreement provides to the contrary, none of the Restricted Stock and Restricted Stock Units will become vested and nonforfeitable after you cease to be a Service Provider, and any Restricted Stock and Restricted Stock Units that are nonvested and forfeitable as of the date you cease to be a Service Provider shall terminate for no consideration and any unvested and forfeited shares of Restricted Stock shall be automatically transferred to the Company as of such date, without any other action by you.

(ii)If the Change in Control occurs during any in-progress performance period while any of your Restricted Stock and Restricted Stock Units are outstanding, the applicable Performance Period (each, an “Adjusted Performance Period”) will be deemed to end on the day immediately preceding the Change in Control and performance will be measured based on the Company’s Total Shareholder Return relative to the Index through the date of the Change in Control, provided that (1) instead of using an average stock price to measure the Company’s Total Shareholder Return at the end of any Adjusted Performance Period, the Company’s Total Shareholder Return at the end of any Adjusted Performance Period will be measured using the price per share of Common Stock to be paid in the Change in Control in accordance with the definitive agreement governing the transaction constituting the Change in Control (or, in the absence of such agreement, the closing price per share of Common Stock on the last trading day prior to the Change in Control, as reported at the close of regular trading on the principal exchange on which the Common Stock is listed), and (2) the Total Shareholder Return for the Index shall be determined in accordance with the definition of Total Shareholder Return, but using the day immediately preceding the Change in Control as the last day of each Adjusted Performance Period. Any Restricted Stock and Restricted Stock Units that become eligible to become vested and nonforfeitable based on the Company’s Total Shareholder Return performance for any applicable Adjusted Performance Period (or if you are a party to an employment agreement with the Company (an “Employment Agreement”) that entitles you to vest in a minimum of the target number of Restricted Stock and Restricted Stock Units for any applicable Adjusted Performance Period as a result of a Change in Control or qualifying termination of employment following a Change in Control, the target number of Restricted Stock and Restricted Stock Units if greater) shall be referred to as “Adjusted Performance Period Awards”). For the avoidance of doubt, if you are party to an Employment Agreement that entitles you to vest in a specified percentage of your outstanding equity awards as a result of a Change in Control or qualifying termination of employment following a Change in Control, the Employment Agreement shall entitle you to vest in the Adjusted Performance Period Awards as determined above.

(iv)If you are a party to an Employment Agreement that entitles you to vest in any Adjusted Performance Period Awards for any applicable Adjusted Performance Period solely as a result of a Change in Control, you will be entitled to vest in the number of Adjusted Performance Period Awards becoming vested and nonforfeitable pursuant to the terms of your Employment Agreement (the “Accelerated Adjusted Awards”). The Accelerated Adjusted Awards will be released or paid as provided for in Section 2(e) below.

(v)Any Adjusted Performance Period Awards for each applicable Adjusted Performance Period that are not Accelerated Adjusted Awards (the “Time-Based Adjusted Awards”), will become vested and nonforfeitable on the last day of the applicable original Performance Period (before any adjustment), subject to you continuing to be a Service Provider through such date. In addition, (1) if you suffer an involuntary termination without Cause (which shall have the same meaning as in your Employment Agreement, or if you are not party to an Employment Agreement, shall have the same meaning as in the Plan) within two years following the Change in Control and prior to the last day of any applicable original Performance Period, all of your unvested Time-Based Adjusted Awards will become vested and nonforfeitable as of the date of your termination without Cause, and (2) if you are party to an Employment Agreement that entitles you to vest in any Time-Based Adjusted Awards as a result of a qualifying termination of employment following a Change in Control and you experience a qualifying termination of employment prior to the last day of any applicable original Performance Period, the applicable number of Time-Based Adjusted Awards becoming vested pursuant to the terms of your Employment Agreement will become vested and nonforfeitable as of the date of your qualifying termination of employment. Any Time-

(vi)Notwithstanding anything to the contrary in this Agreement or the Plan, in the event of a Change in Control in which the Restricted Stock and Restricted Stock Units are not honored, assumed or substituted with an Alternative Award, all of the Adjusted Performance Period Awards shall become vested and nonforfeitable as of the last day of the applicable Adjusted Performance Period and will be released or paid as provided for in Section 2(e) below. For the avoidance of doubt and notwithstanding anything to the contrary in the Plan, any Restricted Stock and Restricted Stock Units for an Adjusted Performance Period that do not become Adjusted Performance Period Awards shall terminate at the end of the applicable Adjusted Performance Period and any unvested and forfeited shares of Restricted Stock shall be automatically transferred to the Company as of such date, without any other action by you.

(d)Termination of Service. If you cease to be a Service Provider for any reason, all Restricted Stock and Restricted Stock Units that are not then vested and nonforfeitable will, after giving effect to any accelerated vesting as a result of your ceasing to be a Service Provider, be immediately forfeited for no consideration and any unvested and forfeited shares of Restricted Stock shall be automatically transferred to the Company as of the date you cease to be a Service Provider, without any other action by you.

(e)Settlement. Any shares of Restricted Stock subject to this Award that become vested and nonforfeitable shall no longer be Restricted Stock and shall immediately thereafter become unrestricted shares of Common Stock and may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in compliance with Applicable Law, this Agreement and any other agreement to which such shares are subject. Any Restricted Stock Units subject to this Award that become vested and nonforfeitable shall be paid in an equivalent number of whole shares of Common Stock (with any fractional Restricted Stock Units rounded down to the nearest whole number of shares of Common Stock) as soon as practicable following the applicable vesting date, but in any event no later than the 15^th day of the third calendar month following the end of the calendar year in which the vesting date occurs; provided that any Restricted Stock Units that become vested and nonforfeitable in connection with or following a Change in Control will be paid no later than the 30^th day following the applicable vesting date. Upon issuance, such shares of Common Stock may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in compliance with Applicable Law, this Agreement and any other agreement to which such shares are subject. Your settlement rights pursuant to this Agreement shall be no greater than the right of any unsecured general creditor of the Company. The Company will not be required to issue fractional shares of Common Stock upon settlement of the Restricted Stock Units.

3.Restrictions on Transfer. You may not sell, assign, transfer, pledge, hedge, hypothecate, encumber or dispose of in any way (whether by operation of law or otherwise) any unvested Restricted Stock or Restricted Stock Units, and unvested Restricted Stock and Restricted Stock Units may not be subject to execution, attachment or similar process. Any sale or transfer, or purported sale or transfer, shall be null and void. The Company will not be required to recognize on its books any action taken in contravention of these restrictions.

(a)Notwithstanding any other provision of this Agreement, you may not sell the shares of Common Stock acquired upon vesting of the Restricted Stock and Restricted Stock Units unless such shares are registered under the Securities Act, or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such shares must also comply with other Applicable Law and any applicable insider trading policy of the Company governing the Common Stock and you may not sell the shares of Common Stock if the Company determines that such sale would not be in material compliance with such Applicable Law or insider trading policy.

(d)Promptly after the vesting of any shares of Restricted Stock pursuant to this Agreement and the satisfaction of any and all related tax withholding obligations pursuant to Section 5, the Company shall, as applicable, either remove the notations on any shares of Restricted Stock issued in book entry form which have vested or deliver to you, or your designated broker on your behalf, the shares electronically or a certificate or certificates evidencing the number of shares of Restricted Stock which have vested (or, in either case, such lesser number of shares as may result after giving effect to Section 5).

(f)If you are deceased (or in case of your Disability and if necessary) at the time that a delivery of share certificates pursuant to this Section 4 is to be made, the certificates will be delivered to your executor, administrator, legally authorized guardian or personal representative. The Company may at any time place legends referencing any Applicable Law restrictions on all certificates representing shares of Common Stock issued pursuant to this Agreement, and the certificate shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require. You will, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Agreement in your possession in order to carry out the provisions of this Section 4(f).

(g)The grant of the Award and the shares of Common Stock issued in settlement of the Award will be subject to and in compliance with all applicable requirements of Applicable Law with respect to such securities. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any Applicable Law. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of shares of Common Stock hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any Applicable Law and to make any representation or warranty with respect thereto as may be requested by the Company.

5.Tax Withholding. Upon any vesting of the Restricted Stock or any payment of shares of Common Stock in respect of the Restricted Stock Units, the Company shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then Fair Market Value, to satisfy any withholding obligations of the Company and the Employer with respect to such vesting or distribution of shares at the applicable withholding rates. In the event that the Company cannot legally satisfy, such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Restricted Stock and Restricted Stock Units, the Company or the Employer shall be entitled to require a cash payment by or on your behalf and/or to deduct from other compensation payable to you any sums required by federal, state or local tax law to be withheld with respect to such vesting, distribution or payment.

(a)Adjustment Events. Upon an Adjustment Event, the number of shares of Restricted Stock and Restricted Stock Units and the number of such shares of Restricted Stock and Restricted Stock Units that are nonvested and forfeitable will, without further action of the Administrator, be adjusted to reflect such event pursuant to the provisions of Section 15.1 of the Plan. The Administrator may make adjustments, in its discretion, to address the treatment of fractional shares with respect to the Restricted Stock and Restricted Stock Units as a result of the Adjustment Event. Adjustments under this Section 6 will be made by the Administrator, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. No fractional shares of Restricted Stock and Restricted Stock Units will result from any such adjustments. Any such adjustment shall be consistent with section 162(m) of the Code to the extent the Restricted Stock and Restricted Stock Units are subject to such section of the Code.

(b)Binding Nature of Agreement. The terms and conditions of this Agreement will apply with equal force to any additional and/or substitute securities received by you in exchange for, or by virtue of your granting of, the Restricted Stock and Restricted Stock Units, whether as a result of any Adjustment Event or other similar event, except as otherwise determined by the Administrator. If the Restricted Stock and Restricted Stock Units are converted into or exchanged for, or stockholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity, or other property (including cash), then the rights of the Company under this Agreement will inure to the benefit of the Company’s successor, and this Agreement will apply to the securities or other property received upon such conversion, exchange or distribution in the same manner and to the same extent as the Restricted Stock and Restricted Stock Units.

(a)No ordinary cash dividends payable with respect to a share of Restricted Stock subject to this Award shall be paid until and unless such share becomes vested and transferable (the “Accumulated Dividends”). As of each date that the Company pays any Accumulated Dividends, the Company shall credit the Accumulated Dividends to a bookkeeping account on the Company’s records that shall have a value equal to a number of shares of Common Stock equal to (a) the amount of the Accumulated Dividends paid on such date, divided by (b) the closing price of a share of Common Stock on that date. Any Accumulated Dividends credited pursuant to the foregoing provisions of this Section 7(a) will be subject to the same vesting, payment, termination and other terms, conditions and restrictions as the original Restricted Stock to which they relate and shall be paid on or within ten (10) days after the date the shares of Restricted Stock vest. Shares of Restricted Stock subject to this Award and any Accumulated Dividends with respect to such shares shall be forfeited and all your rights to such shares and Accumulated Dividends shall terminate, without further obligation on the part of the Company, unless such shares of Restricted Stock become vested pursuant to this Agreement.

(b)As of each date that the Company pays an ordinary cash dividend on its outstanding Common Stock for which the related record date occurs after the Grant Date and prior to the date all Restricted Stock Units subject to the Award have either been paid or have terminated, the Company shall credit you with an additional number of Restricted Stock Units equal to (a) the amount of the ordinary cash dividend paid by the Company on a single share of Common Stock on that date, multiplied by (b) the number of Restricted Stock Units subject to the Award outstanding and unpaid as of such record date (including any Restricted Stock Units previously credited under this Section 7(b) and with such total number subject to adjustment pursuant to Section 15.1 of the Plan and this Agreement), divided by (c) the closing price of a share of Common Stock on that date. Any Restricted Stock Units credited pursuant to the foregoing provisions of this Section 7(b) will be subject to the same vesting, payment, termination and other terms, conditions and restrictions as the original Restricted Stock Units to which they relate. No crediting of Restricted Stock Units will be made pursuant to this Section 7(b) with respect to any Restricted Stock Units which, as of the related record date, have either been paid or have terminated.

8.No Right to Continued Employment or Service. The Award shall not confer upon you any right to be retained as a Service Provider, nor restrict in any way the right of your Employer, which right is hereby expressly reserved, to terminate your employment or service relationship at any time with or without Cause (regardless of whether such termination results in (a) the failure of any Award to vest; (b) the forfeiture of any unvested or vested portion of any Award; and/or (c) any other adverse effect on your interests under the Plan). Nothing in the Plan or this Agreement shall confer on you the right to receive any future Awards under the Plan.

9.Rights as Stockholder. Except as set forth in Section 7(a), you shall have the same rights as a stockholder of the Company with respect to the shares of Restricted Stock subject to the Award, including voting rights, provided that such rights shall terminate immediately as to any shares of Restricted Stock that are forfeited pursuant to this Agreement. You shall not have any rights as a stockholder of the Company with respect to any shares of Common Stock corresponding to the Restricted Stock Units granted hereby unless and until shares of Common Stock are issued to you in respect thereof. No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate or certificates are issued with respect to the Restricted Stock Units, except as provided in Section 6 and Section 7(b) of this Agreement.

10.The Company’s Rights. The existence of the Restricted Stock and Restricted Stock Units does not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, including that of its Affiliates, or any merger or consolidation of the Company or any Affiliate, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of the Company’s or any Affiliate’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

11.Entire Agreement. This Agreement, inclusive of the Plan incorporated into this Agreement, contains the entire agreement between you, your Employer and the Company with respect to the Restricted Stock and Restricted Stock Units. Any and all existing oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement by any person with respect to the Award or the Restricted Stock and Restricted Stock Units are superseded by this Agreement and are void and ineffective for all purposes.

15.Severability. If a court of competent jurisdiction determines that any portion of this Agreement is in violation of any statute or public policy, then only the portions of this Agreement which violate such statute or public policy shall be stricken, and all portions of this Agreement which do not violate any statute or public policy shall continue in full force and effect. Further, it is the parties’ intent that any court order striking any portion of this Agreement should modify the terms as narrowly as possible to give as much effect as possible to the intentions of the parties’ under this Agreement.

16.Further Assurances. You agree to use your reasonable and diligent best efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for your benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated herein. The Company may require you to furnish or execute such other documents as the Company shall reasonably deem necessary (a) to evidence such exercise or (b) to comply with or satisfy the requirements of Applicable Law.

17.Investment Representation. If at the time of settlement of all or part of the Restricted Stock Units, the Common Stock is not registered under the Securities Act and/or there is no current prospectus in effect under the Securities Act with respect to the Common Stock, you shall execute, prior to the issuance of any shares of Common Stock in settlement of the Restricted Stock Units to you by the Company, an agreement (in such form as the Administrator may specify) in which you, among other things, represent, warrant and agree that you are acquiring the shares acquired under this Agreement for your own account, for investment only and not with a view to the resale or distribution thereof, that you have knowledge and experience in financial and business matters, that you are capable of evaluating the merits and risks of owning any shares of Common Stock acquired under this Agreement, that you are a person who is able to bear the economic risk of such ownership and that any subsequent offer for sale or distribution of any of such shares shall be made only pursuant to (a) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the shares being offered or sold, or (b) a specific exemption from the registration requirements of the Securities Act, it being understood that to the extent any such

23.Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or you, as the case may be, at the following addresses or to such other address as the Company or you, as the case may be, shall specify by notice to the other:

24.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By entering into this Agreement and accepting the Awards evidenced hereby, you acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the Award does not create any contractual or other right to receive future grants of Awards; (c) that participation in the Plan is voluntary; (d) that the value of the Awards is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (e) that the future value of the Common Stock is unknown and cannot be predicted with certainty.

(b)“Total Shareholder Return” means the total shareholder return over the applicable Performance Period for either the Company or the Index assuming that any dividends are reinvested in a company’s stock on the payment date. Except as provided in Section 2(c)(ii)), (1) total shareholder return for the Company shall be calculated using (i) the average Company stock price at the close of regular trading on the principal exchange on which the stock is listed or traded for the 30-trading-day period ending with the last day on which the applicable exchange is open for trading preceding the first day of the applicable Performance Period, and (ii) the average Company stock price at the close of regular trading on the principal exchange on which the stock is listed or traded for the 30-trading-day period ending with the last trading day of the applicable Performance Period, and (2) total shareholder return for the Index will be measured over the same 30-trading day periods as for the Company.

(d)“You”; “Your”. You means the recipient of the Restricted Stock and Restricted Stock Units as reflected in the first paragraph of this Agreement. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative, or beneficiary to whom the Restricted Stock and Restricted Stock Units may be transferred by will or by the laws of descent and distribution, the words “you” and “your” will be deemed to include such person.

The undersigned hereby represents that he/she has read the Prospectus and is familiar with the Plan’s terms. The undersigned hereby acknowledges that he/she has carefully read this Agreement and agrees, on behalf of himself/herself and on behalf of his/her beneficiaries, estate and permitted assigns, to be bound by all of the provisions set forth herein, and that the Award and Restricted Stock and Restricted Stock Units are subject to all of the terms and provisions of this Agreement, and of the Plan under which it is granted, as the Plan and this Agreement may be amended in accordance with their respective terms. The undersigned agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under this Agreement or the Plan with respect to the Award or Restricted Stock and Restricted Stock Units.

FOR VALUE RECEIVED and pursuant to that certain Performance-Based Restricted Stock and Restricted Stock Unit Award Agreement between EMCORE Corporation, a New Jersey corporation (the “Company”), and the individual named below (the “Individual”) dated as of _____________, ______, the Individual, hereby sells, assigns and transfers to the Company, an aggregate 66,666 shares of Common Stock of the Company, standing in the Individual’s name on the books of the Company and represented by stock certificate number(s) _____________________________________________ to which this instrument is attached, and hereby irrevocably constitutes and appoints _________________ ____________________________________ as his or her attorney in fact and agent to transfer such shares on the books of the Company, with full power of substitution in the premises.



Total Shareholder Return for the Performance Period Relative to the Total Shareholder Return for the Index	% of Target Number of Awards in Applicable Tranche Becoming Vested and Nonforfeitable
<50% of Index	0%
50% of Index	0%
60% of Index	20%
80% of Index	60%
100% of Index	100%
120% of Index	140%
140% of Index	180%
150% of Index	200%
>150 of Index%	200%