8-K

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

February 2, 2007

Date of Report (Date of earliest event reported)

EMCORE CORPORATION

Exact Name of Registrant as Specified in its Charter

New Jersey	0-22175	22-2746503
State of Incorporation	Commission File Number	IRS Employer Identification Number

145 Belmont Drive, Somerset, New Jersey, 08873

Address of principal executive offices, including zip code

(732) 271-9090

Registrant's telephone number, including area code

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:

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 2.04Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously reported in its Form 12b-25 filed December 15, 2006, EMCORE Corporation (the “Company”) has delayed filing its Annual Report on Form 10-K for the fiscal year ended September 30, 2006 due to the Company's voluntary review of its stock option granting practices and the need to correct its financial statements for previous periods to account for additional stock-based compensation expense. On February 2, 2007, the Company was faxed a letter purporting to constitute a notice of default from an entity claiming to be the holder of record for the beneficial owner of substantially all of the Company’s 5% Convertible Senior Subordinated Notes due 2011 issued under an Indenture dated as of November 16, 2005 (the “2005 Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The letter alleges that the delay in filing the Company’s Annual Report on Form 10-K constitutes a default under Section 6.03 of the 2005 Indenture, which requires the Company to furnish to the holders of notes copies of reports which the Company may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.

The Company believes it is not in default under the 2005 Indenture and will contest any attempt to declare an Event of Default under the 2005 Indenture based on the delay in filing the Form 10-K. The Company plans to file its Form 10-K for the year ended September 30, 2006 as soon as reasonably practicable.

The 2005 Indenture provides that the Company has 60 days from receipt of a notice of default to cure the default before an Event of Default occurs under the 2005 Indenture. If an Event of Default occurs and is continuing under the 2005 Indenture, the Trustee or holders of at least 25% in aggregate principal amount of the notes have the contractual right to declare all unpaid principal and accrued interest on the notes then outstanding to be immediately due and payable unless the Company were able to obtain a waiver of the Event of Default from the holders of a majority in aggregate principal amount of the notes. Approximately $16,580,460 aggregate principal amount of the Company’s 5% Convertible Senior Subordinated Notes due 2011 are outstanding under the 2005 Indenture. As of November 15, 2006 (the last payment date), all required interest and principal payments have been timely made on the notes.

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

EMCORE Corporation (the “Company”) announced today that Mr. Thomas Werthan, an Executive Vice President and the Chief Financial Officer of the Company, has resigned as an officer of the Company and will leave the Company effective February 19, 2007. Mr. Werthan has been the Chief Financial Officer since joining the Company in June 1992. The Company sold both its New Jersey based electronic materials division and its joint venture, GELcore in August of 2006. Shortly thereafter, in November 2006, the Company announced the relocation of company headquarters to Albuquerque, New Mexico. Mr. Werthan decided against relocation and will become the Chief Financial Officer of a private company. Mr. Werthan has been a member of the Board of Directors since joining the Company in June 1992, and will retain his status as a member of the Board.

In connection with his departure, Mr. Werthan entered into a Severance Agreement with the Company dated as of February 8, 2007 (the “Severance Agreement”) specifying his severance benefits. In accordance with the Company’s previously announced Severance Policy, under the terms of the Severance Agreement the Company will pay Mr. Werthan $387,040 (equal to 82 weeks of his salary), less applicable tax withholdings and deductions, in a lump-sum payment to be made as soon as practicable following August 20, 2007. Additionally, to the extent Mr. Werthan elects to continue coverage under the Company’s health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as amended, the Company will pay the portion of the COBRA premiums, up to a maximum of 18 months, equal to the amount that the Company would have otherwise paid for health insurance coverage if Mr. Werthan were an active employee of the Company during such time. Also, until the lump sum severance payment is made, the Company will pay Mr. Werthan’s portion of the COBRA premiums, which total amount of premiums will then be deducted from Mr. Werthan’s lump sum severance payment. A copy of Mr. Werthan’s Severance Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

At the request of the Company, Mr. Werthan will provide assistance to the Company in connection with the filing of the Company’s fiscal 2006 Form 10-K and Form 10-Q for the period ending December 31, 2006 pursuant to a consulting agreement (the “Consulting Agreement”). A copy of the Consulting Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

In addition, pursuant to due authorization of the Company's Board of Directors, EMCORE loaned $85,000 to Mr. Werthan in December 1995. The loan does not bear interest and provides for offset of the loan via bonuses payable to the CFO over a period of up to 25 years. In connection with Mr. Werthan’s resignation and pursuant to the terms of the promissory note, the Company is forgiving the loan. Mr. Werthan shall be responsible for any personal taxes related to the forgiveness. Mr. Werthan will not receive any portion of his bonus under the Company’s Fiscal 2006 Executive Bonus Plan.

Mr. Adam Gushard has been appointed interim Chief Financial Officer. Mr. Gushard, 37, is currently Vice President of Finance and is domiciled in Albuquerque, New Mexico. Mr. Gushard has been with the Company over nine years and has extensive experience with the Company's financial operations, controls, and corporate strategy, having served as an assistant controller, controller and corporate controller at the Company. Prior to joining the Company in 1997, Mr. Gushard was a certified public accountant with the public accounting firm, Coopers & Lybrand LLP (now PriceWaterhouseCoopers LLP). Mr. Gushard has a Bachelor of Science degree in Finance from Pennsylvania State University.

Mr. Gushard’s annual base salary has been increased from $206,000 to $240,000 effective February 19, 2007. He also will be eligible for the Company’s 2007 Executive Bonus Plan providing him the opportunity to earn a bonus for the Company’s 2007 fiscal year ending September 30, 2007 equal to 50% of his base salary based on both Company-wide performance parameters and individual performance as determined by the Compensation Committee of the Board of Directors. The Company expects that the 2007 Executive Bonus Plan will be adopted within the next several months. Additionally, the Compensation Committee resolved to grant Mr. Gushard options to purchase 100,000 shares of the Company’s common stock under the Company’s 2000 Stock Option Plan (the “Plan”) at an exercise price equal to the Fair Market Value (as defined in the Plan) of a share of the Company’s common stock on February 19, 2007. One half of the option grant will be vested on the date of grant, February 19, 2007. The other half of the option grant will vest in four equal installments over four years with the first 25 percent vesting in 2008 on the one-year anniversary of the grant date, and are subject to the terms and conditions of the Plan.

ITEM 8.01 Other Events

On February 7, 2007, the Company learned that a derivative action was filed by a single shareholder on February 2, 2007 purportedly on behalf of the Company against certain members of the Company’s board of directors and certain current and former executives of the Company in the United States District Court, District of New Jersey. The Company has been named as a nominal defendant. The complaint, which has not yet been served on the Company, alleges improprieties and violations of law in connection with the Company’s historical issuances of stock options. The action seeks on behalf of the Company, among other things, damages, equitable relief, corporate governance reforms, an accounting, rescission, restitution and costs and disbursements of the lawsuit. The Company’s Board of Directors intends to review the allegations in this lawsuit and will respond appropriately.

ITEM 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
10.1	Werthan Severance Agreement
10.2	Consulting Agreement

* * * *

Statements contained in this Current Report on Form 8-K that disclose the Company’s intentions, expectations or predictions of the future, including statements about claims of default with respect to the Company’s 5% Convertible Senior Subordinated Notes due 2011 and potential consequences are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These statements involve risks and uncertainties and other factors that may cause results to differ materially from those anticipated at the time such statements are made. In addition, potential risks and uncertainties regarding the Company include but are not limited to (a) the finalization and audit of the Company’s unaudited fourth quarter and fiscal year 2006 results, (b) the effects of the Company’s voluntary review of its historic stock option granting practices, including (i) risks and uncertainties relating to developments in regulatory and legal guidance regarding stock option grants and accounting for such grants, (ii) the possibility that the Company will not be able to file additional reports with the Securities and Exchange Commission in a timely manner, (iii) the possibility that the Company in consultation with the Company's independent public accountants or the SEC, may determine that additional stock-based compensation expenses and other additional expenses be recorded in connection with affected option grants (iv) the Company may incur negative tax consequences arising out of the stock option review, (v) the possible delisting of the Company’s stock from the Nasdaq National Market pursuant to Nasdaq Marketplace Rule 4310(c)(14), (vi) the outcome of the Nasdaq appeal hearing, (vii) the impact of any actions that may be required or taken as a result of such review or the Nasdaq hearing and review process, (viii) the possibility of other bondholders alleging a default under the Company’s indenture as a result of the delay in filing the 10-K and (ix) risk of litigation arising out of or related to the Company’s stock option grants or a restatement of the Company’s financial statements, and (c) factors discussed from time to time in reports filed by the Company with the Securities and Exchange Commission. The forward-looking statements contained in this Current Report on Form 8-K are made as of the date hereof and the Company does not assume any obligation to update the reasons why actual results could differ materially from those projected in the forward-looking statements.

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: February 8, 2007	By: /s/ Reuben Richards Name: Reuben Richards Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Werthan Severance Agreement
10.2	Consulting Agreement

EX-10.1

EXHIBIT 10.1

SEVERANCE AGREEMENT AND RELEASE

This Severance Agreement and Release (“Severance Agreement”) is executed this 8^th day of February, 2007, by and between Thomas G. Werthan (“Employee”) who resides at 169 Ticonderoga Blvd, Freehold, New Jersey and Emcore Corporation (“Emcore” or the “Company”). Employee and Emcore shall sometimes be referred to herein as the “Parties” and shall sometimes be referred to individually as “Party.”

1.Employee’s employment is terminated effective February 19, 2007.

2.(a)As soon as administratively practicable following August 20, 2007, Emcore shall pay to Employee 82 weeks of his salary in a lump-sum payment (“Severance”). The total Severance, which will be paid to Employee, is equal to $387,040, less applicable tax withholdings and deductions.

(b)In accordance with the Company’s health plans, Employee will be eligible to exercise his rights to continued health insurance coverage for Employee, and, where applicable, Employee’s spouse and eligible dependents, at Employee’s expense (subject to the foregoing), upon termination of the Employee’s employment pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as amended. To the extent Employee elects COBRA continuation coverage, the Company shall continue to pay the employer’s portion of the COBRA premiums for the period of time that Employee is eligible for COBRA continuation coverage, up to a maximum of 82 weeks, equal to the amount that the Company would have otherwise paid for health insurance coverage if Employee were an active employee during such time. Up until the Severance payment is made, the Company will also pay Employee’s portion of the COBRA premiums, the total of which shall then be deducted from the Severance payment. After the Severance payment is made, Employee shall be responsible for paying Employee’s portion of COBRA premiums. Nothing herein shall be construed as extending or delaying the start date of the COBRA coverage period for Employee.

All voluntary payroll deductions, including but not limited to 401(k), ESPP and term life, will cease effective the date of termination.

(c)If Employee is rehired by Emcore, Emcore shall no longer be obligated to make any severance payment under Paragraph 2(a) above that would otherwise be due and owing after the effective date of employee's rehiring. Employee acknowledges and agrees that the cessation of severance payments under this provision shall not affect the validity or enforceability of Paragraph 5 of this Agreement.

(d)Pursuant to the terms of that certain Promissory Note dated December 1, 1995, Emcore shall forgive all principal and interest due and owing on the 1995 loan to Employee in the amount of $82,000. Employee agrees that he shall be responsible for the timely payment of all personal taxes related to the loan forgiveness.

3.Employee agrees and acknowledges that the payments and benefits provided for in Paragraph 2 exceed any benefits to which he or she would otherwise be entitled under any policy, plan, and/or procedure of Emcore or any agreement with Emcore. Employee agrees and acknowledges that the payment of Severance (or any other payments hereunder) shall not be construed as a guarantee of any particular tax treatment for such payment. Except for the Severance and benefits set forth in Paragraph 2, Employee acknowledges that Employee has received all wages, bonuses, salaries, fees, vacation pay, benefits or any other form of compensation to which Employee was entitled.

4.Employee shall have twenty-one (21) days from the date of his receipt of this Agreement to consider the terms and conditions of the Agreement. Employee may accept this Agreement by signing and returning it to Ms. Monica Van Berkel, Vice President, Human Resources, Emcore Corporation, or her successor to 2015 W. Chestnut Street, Alhambra, CA 91803, no later than 5:00 p.m. on the twenty-first (21st) day after Employee’s receipt of this Agreement (“Agreement and Release Return Date”). Thereafter, Employee will have seven (7) days to revoke this Agreement by stating his desire to do so in writing to Ms. Van Berkel or her successor at the address listed above, and delivering it to Ms. Van Berkel or her successor no later than 5:00 p.m. on the seventh (7th) day following the date Employee signs this Agreement. The effective date of this Agreement shall be the (8th) day following Employee’s signing of this Agreement (the “Release Effective Date”), provided the Employee does not revoke the Agreement during the revocation period described above. In the event Employee does not accept this Agreement as set forth above, or in the event Employee revokes this Agreement during the revocation period, this Agreement, including but not limited to the obligation of Emcore and its subsidiaries and affiliates to provide the payments and benefits referred to in Paragraph 2 above, shall automatically be deemed null and void.

5.(a)In consideration of the payments and benefits referred to in Paragraph 2, Employee for himself and on behalf of his heirs, executors, and assigns (hereinafter collectively referred to as the “Releasors”), forever releases and discharges Emcore and any and all of its parent corporations, subsidiaries, divisions, affiliated entities, predecessors, successors and assigns, and any and all of its or their employee benefit and/or pension plans or funds, and any of its or their past or present officers, directors, stockholders, agents, trustees, administrators, employees or assigns (whether acting as agents for such entities or in their individual capacities) (hereinafter collectively referred to as “Releasees”), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever (based upon any legal or equitable theory, whether contractual, common-law, statutory, decisional, federal, state, local or otherwise), whether known or unknown, which Releasors ever had, now have or may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of the world up to and including the Release Effective Date relating to or arising from Employee’s employment with the Company or the termination thereof; provided, however, that Releasors do not release Emcore from any defense, indemnification or reimbursement obligation that Emcore has or may have to Employee by law, under Emcore’s By-Laws or under any insurance policy in effect in connection with Employee’s (i) performance of his duties as a director, chief financial officer or executive officer of Emcore, (ii) conduct in connection with the granting and accounting for stock options or investigation and analysis of past stock option grant practices, or (iii) any post-employment consulting arrangements that Employee may provide to Emcore in connection with the Consulting Agreement (defined below).

(b) Without limiting the generality of the foregoing subparagraph (a), this Agreement is intended to and shall release the Releasees from any and all claims arising out of Employee’s employment with the Company and/or the termination of Employee’s employment, including but not limited to any claim(s) under or arising out of (i) the Age Discrimination in Employment Act, as amended, or the Older Workers Benefit Protection Act; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Americans with Disabilities Act, as amended; (iv) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (excluding claims for accrued, vested benefits under any employee benefit plan of Emcore in accordance with the terms of such plan and applicable law); (v)  the New Mexico Human Rights Act; (vi) the California Fair Employment and Housing Act; (vii) the California Equal Pay Law; (viii) the California Sexual Orientation Bias Law; (ix) the California Labor and Government Codes; (x) the California Unruh Act; (xi) the New Jersey Law Against Discrimination, the New Jersey Equal Pay Act, the New Jersey Family Leave Act; (xii) the Illinois Human Rights Act; (xiii) the Virginia Human Rights Act; (xiv) the Pennsylvania Human Relations Act; (xv) alleged discrimination or retaliation in employment (whether based on federal, state or local law, statutory or decisional); (xvi) the terms and conditions of Employee’s employment with Emcore, the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding that termination; and (xvii) any law (statutory or decisional) providing for attorneys’ fees, costs, disbursements and/or the like.

(c)As a further consideration and inducement for this Agreement, to the extent permitted by law, Employee hereby waives and releases any and all rights under Section 1542 of the California Civil Code or any analogous state, local, or federal law, statute, rule, order or regulation that Employee has or may have with respect to the Releasees. California Civil Code Section 1542 reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Employee hereby expressly agrees that this Agreement shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages, as well as any that are now disclosed, arising prior to Employee’s execution of this Agreement. This release does not extend to those rights, which as a matter of law cannot be waived, including but not limited to unwaivable rights Employee may have under the California Labor Code. Nothing in this Agreement shall limit Employee’s right to file a charge or complain with any state or federal agency or to participate or cooperate in such a manner. In the event that any claim or suit is brought on behalf of Employee, Employee waives any and all rights to receive monetary damages or injunctive relief in his favor.

6.(a)Employee agrees that he has not and will not engage in any conduct that is injurious to Emcore’s or Releasee’s reputation or interest, including but not limited to, (i) divulging, communicating, or in any way making use of any confidential or proprietary information acquired in the performance of his duties at Emcore, except as required by law, or (ii) publicly disparaging (or inducing or encouraging others to publicly disparage) Emcore or Releasees.

(b)Employee agrees to return to Emcore any and all originals and copies of documents, materials, records or other items in his possession or control belonging to Emcore or containing proprietary information relating to Emcore. Employee agrees to remove all Emcore proprietary information from his laptop. Employee shall be permitted to retain his laptop computer and cell phone. Emcore shall continue to pay Employee’s cell phone charges until March 31, 2007.

(c)Employee acknowledges that the terms of the Confidentiality and Invention Assignment Agreement between Employee and Emcore signed by the Employee during his employment, remains in full force and effect, and Employee agrees and acknowledges that he is bound by its terms. Without limiting the generality of the foregoing, Emcore agrees that Employee’s acceptance of new employment with Energy Photovoltaics, Inc. does not violate his non-compete obligation or any non-compete obligation or any non-solicitation obligation of any third-party.

7.(a)Employee will reasonably cooperate with Emcore and/or its subsidiaries and affiliates and its/their counsel in connection with any investigation, administrative proceeding or litigation relating to any matter in which Employee was involved or of which Employee has knowledge. Emcore will continue to indemnify, defend and reimburse Employee in accordance with the terms of Emcore’s By-Laws and insurance policies and will also compensate Employee for his reasonable travel and lodging expenses for any time that Employee is required to devote to such investigation, administrative proceeding or litigation. In addition, Employee agrees to perform consulting services for Emcore pursuant to that certain Consulting Services Agreement dated February 8, 2007 (the “Consulting Agreement”). Following the completion of Employee’s consulting services under the Consulting Agreement, Emcore shall compensate Employee at the rate of $350/hour for any time that Employee is required to devote to such investigation, administrative proceeding or litigation. All payments required by this Paragraph 7(a) shall be paid within 30 days of the date that Employee performs the relevant service.

(b)Employee agrees that, in the event he is subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony (in a deposition, court proceeding or otherwise) which in any way relates to Employee’s employment with Releasees, he will give prompt notice of such request to Monica Van Berkel, Vice President, Human Resources, Emcore Corporation, or her successor, and will make no disclosure until Emcore has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure, unless Employee is legally compelled to make such disclosure and, in the opinion of Employee’s counsel, Employee would be prejudiced by not making such disclosure prior to Emcore exercising its rights to contest.

8.The making of this Agreement is not intended, and shall not be construed, as an admission that Releasees have violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract, or committed any wrong whatsoever against Employee.

9.The parties agree that this Agreement may not be used as evidence in a subsequent proceeding except in a proceeding to enforce the terms of this Agreement.

10.Employee acknowledges that: (a) he has carefully read this Agreement in its entirety; (b) he has had an opportunity to consider fully the terms of this Agreement; (c) he has been advised by Emcore in writing to consult with an attorney of his choosing in connection with this Agreement; (d) he fully understands the significance of all of the terms and conditions of this Agreement and he has discussed it with his independent legal counsel, or has had a reasonable opportunity to do so; (e) he has had answered to his satisfaction any questions he has asked with regard to the meaning and significance of any of the provisions of this Agreement; and (f) he is signing this Agreement voluntarily and of his own free will and assents to all the terms and condition contained herein.

11.This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns.

12.If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force and effect. However, the illegality or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Agreement; provided, however, that, upon any finding by a court of competent jurisdiction that the release and covenants provided for by Paragraph 5 of this Agreement is illegal, void, or unenforceable, Employee agrees to execute a release, waiver and/or covenant that is legal and enforceable. Emcore may seek appropriate relief in a court of competent jurisdiction, including, but not limited to, permanent or temporary injunctive relief against Employee, without the requirement of posting a bond or other security, for any material breach by Employee of Paragraph 6 and/or 7 of this Agreement.

13.This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New Jersey, without regard to the conflict of laws provisions thereof.

14.This Agreement (including the Exhibits attached hereto) and the Consulting Agreement constitute the complete understanding between the parties and supersede any and all agreements, understandings, and discussions, whether written or oral, between the parties. No other promises or agreements shall be binding unless in writing and signed after the Release Effective Date by the parties to be bound thereby.

15.The Parties acknowledge that Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) imposes an additional tax (the “409A Tax”) on deferred compensation (as defined under Section 409A) that does not meet certain requirements, and that as of the date this Agreement is executed, final regulations implementing Section 409A have not been implemented. The Parties agree that it is not intended that the 409A Tax apply to any payment or the provision of any benefit hereunder, and accordingly, the provisions of this Paragraph 15 shall apply to any payment or benefit to which the 409A Tax would apply, regardless of whether such payment or benefit is explicitly made subject to this Paragraph 15. If any of the Parties reasonably determine that any payment or benefit permitted or required under this Agreement would result in 409A Tax, and if such 409A Tax could be avoided by delaying the payment or postponing the provision of the benefit, the Parties agree to work in good faith to delay or postpone such payment or provision of the benefit until such time as it may be made or provided without the 409A Tax being imposed. If delay or postponement of a payment or the provision of a benefit would not avoid the imposition of the 409A Tax, then the Parties shall promptly agree in good faith on appropriate provisions to avoid such risk without materially changing the economic value of this Agreement to any Party.

________________Date: February 8, 2007

Thomas G. Werthan

By:_________________Date: February 8, 2007

Monica Van Berkel

Vice President, Human Resources

EX-10.2

EMCORE CONFIDENTIAL

February 8, 2007

BY EMAIL

Thomas G. Werthan

169 Ticonderoga Blvd.

Freehold, NJ 07728

Re: Consulting Services Agreement

Dear Tom:

This letter will act as our agreement (the “Consulting Agreement”) regarding your performance of consulting services for EMCORE Corporation (“EMCORE” or the “Company”), including any of EMCORE’s divisions, subsidiaries, or affiliates.

1.Personal Service Agreement. Both EMCORE and you agree that, in consideration for the severance payments and other benefits described in the severance agreement dated February 8, 2007 between you and the Company (the “Severance Agreement”), you are to personally provide all of the services under this Consulting Agreement.

2.Job Description. The scope of services to be rendered under this Consulting Agreement are as follows:

A) Support the Fiscal 2006 audit, preparation of documents to support the stock option review, including tasks as required by the Special Committee, Deloitte & Touche and representation at meetings which require your attendance such as NASDAQ and SEC meetings.

B) Assist in the preparation of EMCORE’s Form 10-K for the fiscal year ended September 30, 2006 and any restatements required by the impact of the options review adjustment.

C) Assist in the preparation of EMCORE’s first quarter Form 10-Q for the period ending December 31, 2006.

Your work will be directed and overseen by Reuben F. Richards, Jr. You agree to devote between 12 to 15 hours per week until the above assignments are completed, but in no event to continue past March 31, 2007 unless mutually agreed to by both parties.

3.Conditions. You understand that, for all purposes under this Consulting Agreement, you will operate as an independent contractor. Consequently, you retain full independence in exercising judgment as to the time, place and manner of performing the services hereunder. EMCORE will not provide any health or other employee benefits under this Agreement.

4.Term of Agreement. This Consulting Agreement shall commence as of the date of signature by all parties and shall continue until the Form 10-K and first quarter Form 10-Q have been prepared, with an estimated expiration date of March 31, 2007.

5.Expenses.

(a)EMCORE also will reimburse you for your reasonable travel and business expenses in accordance with EMCORE’s then-current policies.

(b)You shall transmit itemized monthly invoices to: EMCORE Corporation, Attn: Accounts Payable, 10420 Research Rd. SE, Albuquerque, NM 87123 (with a copy to your POC), which EMCORE shall pay within thirty (30) days.

6.Confidentiality Agreement.

(a)You understand that during the term of this Consulting Agreement, you may have access to unpublished and otherwise confidential information (“Confidential Information”) both of a technical and non-technical nature, relating to the business of the Company, its actual or anticipated business or financial condition, research or development, its technology or the implementation or exploitation thereof, including without limitation information pertaining to customers, accounts, vendors, prices, costs, materials, processes, material results, materials, technology, device results, system designs, system specifications, materials of construction, trade secrets and equipment designs, including information disclosed to the Company by others under agreements to hold such information confidential. You agree to observe all Company policies and procedures concerning such Confidential Information. Your obligations under this Consulting Agreement will continue with respect to Confidential Information until such information becomes generally available from public sources through no fault of your own.

(b)On termination of this Consulting Agreement for any reason, you will promptly deliver to the Company all documents, records, files, notebooks, manuals, letters, notes, reports, customer and supplier lists, cost and profit data, apparatus, drawings, blueprints, and any other material of the Company, including all materials pertaining to Confidential Information developed by you or others, and all copies of such materials, whether of a technical, business or fiscal nature, which are in your possession, custody or control.

7.Indemnification.

(a)As further consideration under the Consulting Agreement, EMCORE agrees to indemnify and hold you harmless to the fullest extent lawful, from and against, and EMCORE agrees that you shall have no liability to EMCORE or its owners, parents, affiliates, securityholders or creditors for, any claims, liabilities, losses, damages and expenses (or actions in respect thereof), as incurred (“Losses”), related to or arising out of or in connection with your services under the Agreement, whether or not resulting from your negligence, provided, however, that EMCORE shall not be responsible for any of your Losses that are determined, by a final, non-appealable judgment by a court or arbitral tribunal, to have resulted solely from your gross negligence or willful misconduct.

(b)EMCORE shall not settle or compromise or consent to the entry of any judgment in, or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in which you are or may be a party unless you have given its prior written consent, or the settlement, compromise, consent or termination includes an express unconditional release from all Losses arising out of such action, claim, suit or proceeding.

(c)If, for any reason (other than your gross negligence or willful misconduct as provided above) the foregoing indemnity is unavailable to you or insufficient to hold you harmless, then EMCORE, to the fullest extent permitted by law, shall contribute to the amount paid or payable by you as a result of such Losses in such proportion as is appropriate to reflect the relative benefits received or proposed to be received by EMCORE on the one hand and by you on the other, from the services or, if allocation on that basis is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by EMCORE on the one hand and you on the other, but also the relative fault of EMCORE and you, as well as any relevant equitable considerations. Notwithstanding the provisions hereof, your aggregate contribution to all Losses shall not exceed the amount of fees actually received by you with respect to the services rendered pursuant to the Consulting Agreement.

(d)EMCORE agrees to reimburse you for all expenses (including, without limitation, fees and expenses of counsel) as they are incurred in connection with investigating, preparing, defending or settling any action or claim for which indemnification or contribution has or is reasonably likely to be sought by you, whether or not in connection with litigation in which you are a named party. If you appear as a witness, are deposed or are otherwise involved in the defense of any action against EMCORE or the Company’s affiliates, officers, managers, directors or employees (other than an action in which you are named as a defendant in connection with your past services to the Company, either as an officer or a director), EMCORE will pay you (i) with respect to each day that you appear as a witness or are deposed and/or (ii) with respect to each day that you are involved in the preparation therefor, (a) a fee of $3,500 per day with respect to each appearance as a witness or a deponent and (b) at a rate of $350 per hour with respect to each hour of preparation for any such appearance, and EMCORE will reimburse you for all reasonable out-of-pocket expenses incurred by you by reason of your being involved in any such action.

(e)The indemnity, contribution and expense reimbursement obligations set forth herein (i) shall be in addition to any liability EMCORE may have to you, as a result of your serving and/or having served as director and chief financial officer and an executive officer of EMCORE, and shall be in addition to any obligation EMCORE may have to you under the by-laws or insurance policies, at common law or otherwise, (ii) shall survive the expiration or termination of the Consulting Agreement or your services hereunder, (iii) shall apply to any modification of your engagement and shall remain in full force and effect following the completion or termination of the Consulting Agreement, (iv) shall be binding on any successor or assign of EMCORE and successors or assigns to EMCORE’s business and assets and (vi) shall inure to the benefit of your successors and estate.

8.Additional Terms.

(a)EMCORE may at any time assign all of its right, title and interest hereunder to a corporation or other entity which shall assume EMCORE’s obligations under this Consulting Agreement and thereafter be released of and from any and all liability to you. In the event that EMCORE assigns its right, title or interest hereunder, (i) EMCORE shall pay all outstanding balances due to you on or before the date of assignment, and (ii) you may, upon two weeks notice, terminate this Consulting Agreement. Because your duties and services in this Consulting Agreement are special, personal and unique in nature, you may not transfer, sell or otherwise assign your rights, obligations or benefits under this Consulting Agreement. This Consulting Agreement is for the benefit of the Company, its successors and assigns and shall be binding upon your successors, executors, administrators and other legal representatives.

(b)This Consulting Agreement constitutes the entire agreement between the parties. There are no other agreements, promises, or understandings expressed or implied between EMCORE and you with respect to the subject matter of this Consulting Agreement.

(c)If a court of competent jurisdiction declares any provision of this Consulting Agreement void or unenforceable, all other provisions shall nonetheless remain in full force and effect.

9.Enforcement. In the event of a material breach of a provision of this Consulting Agreement by you, in addition to any other available remedies to which EMCORE may be entitled, EMCORE may obtain such equitable relief as may be appropriate, including injunctive remedies.

10.Applicable Law. This Consulting Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New Jersey, without application of any conflict of laws principles. The venue of any legal dispute shall be the State of New Jersey, and the parties hereby consent to such exclusive jurisdiction.

11.Survival Clause. The obligations contained in Sections 6-11 of this Consulting Agreement shall survive the termination of this Consulting Agreement and any extensions hereto.

EMCORE CONFIDENTIALPAGE

If the foregoing agreement is acceptable to you, please sign and return the enclosed copy of this letter in the space marked “Agreed to and Accepted,” and it will serve as our agreement as of the date first above written.

Very truly yours,

EMCORE CORPORATION

By:__________________________

Reuben F. Richards, Jr.

Chief Executive Officer

AGREED TO AND ACCEPTED:

__________________________________

Thomas G. WerthanDate