OFFER TO EXCHANGE, DATED 9/30/02

Exhibit (a)(1)

EMCORE CORPORATION

OFFER TO EXCHANGE OUTSTANDING OPTIONS HAVING
AN EXERCISE PRICE OF AT LEAST $4.00 FOR NEW OPTIONS

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON OCTOBER 30, 2002,
UNLESS THE OFFER IS EXTENDED.

EMCORE Corporation is offering optionees the opportunity to exchange outstanding
stock options having an exercise price of at least $4.00 per share (the
"eligible options") for new options that we will grant to purchase shares of our
common stock (the "new options"). All eligible options which are returned by
optionees and accepted by EMCORE for exchange will be canceled upon expiration
of this offer. We will grant the new options on the later of May 1, 2003 or the
first business day which is at least six months and one day following the date
we cancel the options accepted for exchange.

The new options will not be granted until May 1, 2003 at the earliest. You will
be at risk during the period between the expiration date of this offering and
the date on which your new options will be granted (the "cancellation period").
If, for any reason, you cease to serve as an employee of EMCORE or its
subsidiaries during the cancellation period, you will not be eligible to have a
new option granted to you at the end of the cancellation period. Similarly, if
EMCORE ceases to exist as an independent corporation during the cancellation
period, either because it is acquired or for any other reason, or if you cease
working for us because your business unit has been sold or for any other reason,
you will not be eligible to receive a new option at the end of the cancellation
period.

THIS OFFER TO EXCHANGE HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION ("SEC") OR ANY STATE SECURITIES COMMISSION. NEITHER THE
SEC NOR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED IN THIS OFFER TO EXCHANGE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

We are making this offer upon the terms and subject to the conditions described
in this "Offer to Exchange" and in the related Letter of Transmittal and cover
letter (which together, as they may be amended from time to time, constitute the
"offer"). This offer is not conditioned upon a minimum number of options being
exchanged. This offer is subject to the conditions described in Section 6 of
this Offer to Exchange.


IMPORTANT

In order to accept this offer, you must complete and sign the Letter of
Transmittal and return it to EMCORE Corporation, 145 Belmont Drive, Somerset,
New Jersey 08873, Attn: Stock Option Exchange, before 5:00 p.m., New York City
Time, on October 30, 2002. We will not make any exceptions with regard to this
deadline; we will not process any acceptance received after this offer expires.
You do not need to return your stock option grant agreements for your eligible
options to effectively elect to accept this offer.

Optionees who are not accepting this offer are requested to advise us that they
are declining the offer by so indicating on their Letter of Transmittal and
returning their Letter of Transmittal to the attention of the Stock Option
Exchange at the address set forth in the immediately preceding paragraph.

We are not making this offer to, and we will not accept any options from,
holders in any jurisdiction in which we believe this offer would not comply with
the laws of such jurisdiction. However, we may, at our discretion, take any
actions necessary for us to make this offer to option holders in any such
jurisdiction.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO
WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS PURSUANT TO
THIS OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT
OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER
THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE
RELATED LETTER OF TRANSMITTAL AND COVER LETTER. IF ANYONE MAKES ANY
RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST
NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN
AUTHORIZED BY US.

Shares of our common stock are quoted on the NASDAQ National Market under the
symbol "EMKR". On September 26, 2002, the closing price of our common stock on
the NASDAQ National Market was $1.88 per share. We recommend that you obtain
current market quotations for our common stock before deciding whether to elect
to exchange your options.

You should direct questions about this offer or requests for assistance or for
additional copies of the Offer to Exchange or the Letter of Transmittal to the
Stock Option Exchange hotline at option_exchange@emcore.com.

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TABLE OF CONTENTS

Page

SUMMARY TERM SHEET......................................................... 1

THE OFFER.................................................................. 9

1. Number of Options; Expiration Date.................................... 9
2. Purpose of the Offer.................................................. 10
3. Procedures............................................................ 12
4. Change in Election.................................................... 13
5. Acceptance of Options for Exchange and Cancellation and
Issuance of New Options............................................. 13
6. Conditions of the Offer............................................... 14
7. Price Range of Common Stock........................................... 16
8. Source and Amount of Consideration; Terms of New Options.............. 17
9. Information About EMCORE Corporation.................................. 21
10. Interests of Directors and Officers; Transactions and
Arrangements About the Options...................................... 24
11. Status of Options Acquired by Us in the Offer; Accounting
Consequences of the Offer........................................... 24
12. Legal Matters; Regulatory Approvals................................... 25
13. Material U.S. Federal Income Tax Consequences......................... 25
14. Extension of Offer; Termination; Amendment............................ 28
15. Fees and Expenses..................................................... 29
16. Additional Information................................................ 29
17. Forward Looking Statements; Miscellaneous............................. 30

SCHEDULE A--Information About the Directors and Executive Officers of EMCORE
Corporation

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SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about this
offer. We urge you to carefully read the remainder of this Offer to Exchange and
the accompanying Letter of Transmittal and cover letter because the information
in this summary is not complete. We have included references to the relevant
sections of this Offer to Exchange where you can find a more complete
description of the topics in this summary.

Q1. WHAT SECURITIES ARE WE OFFERING TO EXCHANGE?

We are offering to exchange all outstanding stock options having an exercise
price of at least $4.00 per share that are outstanding under the EMCORE
Corporation 2000 Stock Option Plan (as amended, the "2000 Plan") and the EMCORE
Corporation 1995 Incentive and Non-Statutory Stock Option Plan (as amended, the
"1995 Plan" and, together with the 2000 Plan, the "Plan"). All references to the
"Plan" herein shall be deemed to be references to the 1995 Plan or 2000 Plan, as
applicable. Except as described herein, the terms of the 1995 Plan and 2000 Plan
are substantially identical.

Q2. WHY ARE WE MAKING THE OFFER?

As a company, we are philosophically committed to the concept of our optionees
as owners, and in light of recent stock market conditions and the difficulties
experienced generally in our industry, many of our outstanding options have
exercise prices that are significantly higher than the current market price of
our common stock. We believe that these options are unlikely to be exercised in
the foreseeable future. We felt it appropriate to offer this exchange program,
which, together with our regular annual grant process, will help us advance our
philosophy.

Q3. ARE THERE CONDITIONS TO THE OFFER?

The offer is subject to the conditions described in Section 6. However, the
offer is not conditioned on a minimum number of option holders accepting the
offer or a minimum number of options being exchanged.

Q4. ARE THERE ANY ELIGIBILITY REQUIREMENTS I MUST SATISFY IN ORDER TO RECEIVE
THE NEW OPTIONS?

You must be the owner of an eligible option that is outstanding as of the date
on which our offer expires and, on the grant date, you must be an employee of
EMCORE or its subsidiaries. The grant date will be the later of May 1, 2003 or
the first business day which is at least six months and one day following the
date we cancel the options accepted for exchange. However, you can not
participate in the exchange if you are a director or an executive officer of the
Company.

IF YOU AGREE TO EXCHANGE YOUR OPTIONS BUT ARE NOT AN EMPLOYEE OF EMCORE OR ITS
SUBSIDIARIES FROM THE DATE YOU RETURN ELIGIBLE OPTIONS THROUGH THE DATE WE GRANT
THE NEW OPTIONS, YOU WILL FORFEIT YOUR


ELIGIBLE OPTIONS AND NOT RECEIVE ANY NEW OPTIONS IN EXCHANGE FOR YOUR TENDERED
OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE. ALSO, YOU WILL NOT RECEIVE ANY
OTHER CONSIDERATION FOR THE OPTIONS TENDERED IF YOU CEASE SERVING AS AN EMPLOYEE
OF EMCORE OR ITS SUBSIDIARIES DURING THE CANCELLATION PERIOD.

Q5. WHAT IF I AM NOT AN EMPLOYEE OF EMCORE OR ITS SUBSIDIARIES WHEN THE NEW
OPTIONS ARE GRANTED AND BEGIN TO VEST?

If you believe that you will not be an employee of EMCORE or its subsidiaries
when the new options are granted and begin to vest, we recommend that you not
accept the offer. Your eligible options may currently be fully or partially
vested. If you do not accept the offer, then when your relationship with EMCORE
ends, you generally will be able to exercise your eligible options that have
vested through the date of termination and to the extent, if any, that the stock
price exceeds the exercise price of your eligible options. However, if you
accept the offer, your eligible options will be canceled. If your relationship
ends before the new options are granted, you will not be eligible to receive new
options and you will not receive any other consideration.

Q6. HOW MANY NEW OPTIONS WILL I RECEIVE IN EXCHANGE FOR THE OPTIONS I RETURN?

You will receive one new option for each eligible option that you return, as
adjusted for any stock splits, stock dividends and similar events. The exact
number of option shares (including shares covered by options that are not
eligible options) that you have now is set forth as an attachment to the
enclosed Letter of Transmittal. If you elect to exchange any of your eligible
options, it will be necessary for you to indicate the option grants that you
desire to cancel on the attachment and then return the signed Letter of
Transmittal to us at the address that we have described in this offer. All new
options will be granted under the same Plan that governed the related canceled
options and will be subject to the terms and conditions of that Plan and a new
option agreement between you and us.

Q7. WHEN WILL I RECEIVE MY NEW OPTIONS?

The new options will have a grant date that will be the later of May 1, 2003 or
the first business day which is at least six months and one day following the
date we cancel the options accepted for exchange. We expect to distribute the
new option agreements promptly after the close of business on the grant date.
(See Section 5)

Q8. WHY WILL I HAVE TO WAIT TO RECEIVE MY NEW OPTIONS?

If we were to grant the new options on any date which is earlier than six months
and one day after the date we cancel the options accepted for exchange, we would
be required for financial reporting purposes to record a compensation expense
against our earnings. By deferring the grant of the new options for at least six
months and one day, we believe we will not have to record such a compensation
expense.

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Q9. WHAT WILL THE EXERCISE PRICE OF THE NEW OPTIONS BE?

Each new option will have an exercise price equal to the closing sale price of
one share of our common stock on the National Market System of the Nasdaq, Inc.
on the grant date or on the first day thereafter on which a selling price is
made available to the public. We recommend that you obtain current market
quotations for our common stock before deciding whether to elect to exchange
your options.

We will tell you what the exercise price for the new options is on or about May
1, 2003. The exercise price of any option you tender must be at least $4.00 per
share. HOWEVER, BECAUSE WE WILL NOT GRANT NEW OPTIONS UNTIL AT LEAST SIX MONTHS
AND ONE DAY AFTER THE DATE WE CANCEL THE OPTIONS ACCEPTED FOR EXCHANGE, THE NEW
OPTIONS MAY HAVE A HIGHER EXERCISE PRICE THAN SOME OR ALL OF YOUR CURRENT
OPTIONS. WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON
STOCK BEFORE DECIDING WHETHER TO TENDER YOUR OPTIONS.

Q10. WHEN WILL THE NEW OPTIONS VEST?

The new options will vest according to the same schedule as the options for
which they were exchanged. For example, if you exchanged 1,000 options, 600 of
which were already vested, 200 of which were to vest on November 1, 2002 and the
remaining 200 of which were to vest on November 1, 2003, you would receive on
the grant date (assume May 1, 2003) 1,000 new options, 800 of which would be
vested, and 200 of which would vest on November 1, 2003.

Q11. WHEN WILL THE NEW OPTIONS EXPIRE?

The new options will expire at the same time as the options for which they were
exchanged (in the absence of an earlier termination).

Q12. WILL I HAVE TO WAIT LONGER TO PURCHASE COMMON STOCK UNDER MY NEW OPTIONS
THAN I WOULD UNDER THE OPTIONS I EXCHANGE?

No, except insofar as no new options can be exercised until they are issued.

Q13. IF I ELECT TO EXCHANGE ELIGIBLE OPTIONS, DO I HAVE TO EXCHANGE ALL OF MY
ELIGIBLE OPTIONS OR CAN I JUST EXCHANGE SOME OF THEM?

You are not required to exchange all of your eligible options. However, if you
exchange any options granted on a particular date, you will be required to
exchange all of the options granted to you on that date. In addition, if you
choose to exchange any options, you must exchange any options that were issued
in the six-month period immediately preceding September 30, 2002, i.e. that were
granted after March 30, 2002. The reason for this is that if we allowed you to
keep options that were granted within the six-month period prior to the
commencement date, we would be required under applicable accounting rules to
recognize significant charges in our

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financial statements, which would reduce our reported earnings for each fiscal
quarter that the recently granted options remained outstanding. This could have
a negative impact on the performance of our stock price.

Q14. WILL I HAVE TO PAY TAXES IF I EXCHANGE MY OPTIONS IN THE OFFER?

If you accept the offer, you will not recognize income for U.S. federal income
tax purposes at the time of the exchange or at the time we grant new options to
you. We believe that the exchange will be treated as a non- taxable exchange and
the grant of options is not recognized as taxable income. We recommend that you
consult with your own tax advisor to determine the tax consequences of accepting
this offer. If you are an optionee based outside of the United States, we
recommend that you consult with your own tax and other advisors to determine the
tax and other consequences of this transaction under the laws of the country in
which you live and work. (Section 13)

Q15. WILL MY NEW OPTIONS BE INCENTIVE STOCK OPTIONS (ISOs)?

If your old options were ISOs, your new options will be ISOs to the maximum
extent permitted by law. If your old options were not ISOs, any new options
issued in exchange for such options will not be ISOs. In any event, you should
be aware that as is required by the Internal Revenue Code, if you receive
options otherwise qualifying as incentive stock options that are initially
exercisable in any calendar year for shares of common stock that exceed $100,000
in fair market value when the options were granted, the exercise of such options
will be treated as the exercise of a non-qualified stock option to the extent of
such excess. (Section 8, 13).

Q16. IN THE U.S., WHAT IS THE DIFFERENCE IN TAX TREATMENT BETWEEN NONQUALIFIED
STOCK OPTIONS AND INCENTIVE STOCK OPTIONS?

When you exercise a nonqualified stock option, you will pay U.S. federal, state
and local income taxes and FICA and Medicare taxes on the difference between the
exercise price of the nonqualified stock option and the fair market value of the
common stock on the day of exercise. For employees, this amount will be reported
as income on your W-2 for the year in which the exercise occurs. Also for
employees, withholding amounts must be collected when the exercise takes place.
When you sell shares that you have acquired by exercising a nonqualified stock
option, any excess of the sale price over the exercise price of the option will
be treated as long term capital gain or short term capital gain taxable to you
at the time of sale, depending on whether you held the shares for more than one
year. You generally will not realize taxable income when you exercise an
incentive stock option. However, your alternative minimum taxable income will be
increased by the amount that the aggregate fair market value of your shares,
which is generally determined as of the date you exercise the option, exceeds
the aggregate exercise price of the option. In addition, under proposed
regulations issued by the U.S. Internal Revenue Service in 2001, FICA and
Medicare tax withholding will be required upon the exercise of an incentive
stock option on or after January 1 of the year following the second anniversary
of the publication by the IRS of final regulations on this issue. The proposed
regulations will not become effective unless and until they are published as
final regulations.

4

When you sell your shares that you have acquired by exercising an incentive
stock option, the tax consequences of the sale depend on whether the disposition
is "qualifying" or "disqualifying." The disposition of your shares is a
qualifying disposition if it is made after the later of: (a) more than two years
from the date the incentive stock option was granted or (b) more than one year
after the date the incentive stock option was exercised. If the disposition of
your shares you received when you exercised incentive stock options is a
qualifying disposition, any excess of the sale price over the exercise price of
the option will be treated as long term capital gain taxable to you at the time
of the sale. If the disposition is a disqualifying disposition, the excess of
the fair market value of your shares on the date the option was exercised over
the exercise price will be taxable ordinary income to you at the time of the
sale. However, if the difference between the sale price and the option exercise
price is less than the amount in the preceding sentence, this lesser amount is
ordinary income to you. Any amount you realize in excess of the ordinary income
amount will be long-term capital gain or short-term capital gain, depending on
whether or not you sold your shares more than one year after the option was
exercised.

Q17. WHAT ARE THE U.S. TAX IMPLICATIONS OF NOT PARTICIPATING IN THIS OFFER?

We do not believe that our offer to you will change any of the terms of your
eligible options if you do not accept the offer. However, the U.S. Internal
Revenue Service may characterize our offer to you as a modification of those
eligible options that are incentive stock options, even if you decline the
offer. A successful assertion by the U.S. Internal Revenue Service that your
eligible options have been modified could extend the required period for which
you must hold shares purchased under an incentive stock option in order for a
sale of the shares to qualify for favorable tax treatment and cause a portion of
your eligible options to be treated as nonqualified stock options. If you choose
not to exchange your eligible options and you have been granted incentive stock
options, we recommend that you consult with your own tax advisor to determine
the U.S. tax consequences of the exercise of those eligible options and the sale
of the common stock that you will receive upon exercise.

Q18. WHAT ACCOUNTING IMPACT WILL THE OFFER HAVE ON EMCORE?

Because of the six month and one day gap between the date on which this offer
expires and the date on which the new options are granted, we will not be
required to recognize any compensation expense as a result of our exchange
offer. Had we selected a shorter period or modified some of the other terms of
our offer, the offer could have resulted in variable accounting treatment,
potentially requiring EMCORE to recognize additional non-cash compensation
expenses on our statement of operations.

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Q19. WHEN DOES THE OFFER EXPIRE? CAN THE OFFER BE EXTENDED, AND IF SO, HOW WILL
I KNOW IF IT IS EXTENDED?

The offer expires on October 30, 2002, at 5:00 p.m., New York City Time, unless
we extend it. If we extend the offer, it will be necessary for us to defer the
grant dates and vesting dates of the new options by the length of the time that
we extend the offering period. You should not expect that we will extend the
offering period. Although we do not currently intend to do so, we may, in our
discretion, extend the offer at any time. If we extend the offer, we will
publicly announce the extension no later than 9:00 a.m., New York City Time, on
the next business day after the last previously scheduled or announced
expiration date. (Section 14)

Q20. WHAT RISKS AM I TAKING IF I EXCHANGE MY ELIGIBLE OPTIONS?

When this offer expires (October 30, 2002, unless we extend the offering
period), we will cancel the eligible options that we accept for exchange. We
will accept for exchange all eligible options that are returned to us in
accordance with the terms and conditions of the offer. We will not grant the new
options until the later of May 1, 2003 or the first business day which is at
least six months and one day following the date we cancel the options accepted
for exchange.

You will have no right to receive new options unless you are an employee of
EMCORE on the date that we grant the new options. Thus, you will not receive new
options if you cease to work for us because:

o you voluntarily decide to leave our employ during the cancellation
period;

o you are dismissed by us during the cancellation period with or
without cause;

o you must leave our employ during the cancellation period due to
your death or disability; or

o you retire during the cancellation period.

We have every reason to believe that EMCORE will continue to exist as an
independent public company as of the grant date. However, if we cease to exist
as an independent company prior to the grant date, or if you cease working for
us because your business unit has been sold, you will not receive your new
options. Thus, you will not receive new options if:

o EMCORE or your business unit is acquired during the cancellation
period; or

o EMCORE ceases doing business during the cancellation period.

6

The exercise price of the new options will not be set until the end of the
cancellation period. We are certainly hopeful that the market price of our
common stock will increase during the cancellation period. It is possible that
the exercise price of your new options will be higher than the exercise price of
the options that you are returning to us.

The vesting periods of your new options will be the same as for the eligible
options that you return to us.

During the cancellation period you will be unable to exercise any of your
canceled options previously accepted for exchange. Thus, if our stock price were
to increase during the cancellation period, you may have less liquidity --
because you will have no opportunity to exercise any options -- during the
cancellation period if you exchange your existing options than if you retain
them.

During the period between the date on which this offer expires and the date on
which we will be granting the new options, we do not intend to grant any stock
options to any person who has agreed to cancel options. Instead, we will defer
the grant of any options that we were intending to make to such persons until
the grant date.

Q21. WHAT DO I NEED TO DO?

If you decide to accept our offer, you need to make your election, sign the
attached Letter of Transmittal, indicate on the attachment to the Letter of
Transmittal which of your options you are exchanging and deliver your Letter of
Transmittal, with the attachment, to EMCORE Corporation, 145 Belmont Drive,
Somerset, New Jersey 08873, Attn: Stock Option Exchange, before 5:00 p.m., New
York City Time, on October 30, 2002. If you have questions about delivery, you
may contact the Stock Option Exchange hotline at option_exchange@emcore.com. You
should review the Offer to Exchange and the accompanying Letter of Transmittal
and cover letter and all of their attachments before making your election. We
will only accept a paper copy of your Letter of Transmittal. Delivery by email
will not be accepted.

If you intend to reject the offer, we would appreciate your indicating your
rejection on the Letter of Transmittal and delivering your Letter of Transmittal
to EMCORE Corporation, 145 Belmont Drive, Somerset, New Jersey 08873, Attention:
Stock Option Exchange, before 5:00 p.m., New York City Time, on October 30,
2002.

If we extend the offer beyond October 30, 2002, then you must complete, sign and
deliver the Letter of Transmittal before the extended expiration of the offer.
We may reject any acceptance to the extent that we determine the Letter of
Transmittal is not properly completed or to the extent that we determine it
would be unlawful to accept the options. Although we may later extend, terminate
or amend the offer, we currently expect to accept all properly exchanged options
promptly after the offer expires. If you do not complete, sign and deliver the
Letter of Transmittal before the offer expires, it will have the same effect as
if you rejected the offer.

7

Q22. DURING WHAT PERIOD OF TIME MAY I CHANGE MY PREVIOUS ELECTION?

You may change your previous election at any time before 5:00 p.m. New York City
Time, on October 30, 2002. If we extend the offer beyond that time, you may
change your previous election at any time until the extended expiration of the
offer. To change your election, you must deliver a letter of withdrawal to the
attention of the Stock Option Exchange before the offer expires. You may change
your election more than once before the expiration of the offer. (Section 4)

Q23. WHAT HAPPENS TO MY OPTIONS IF I DO NOT ACCEPT THE OFFER OR IF MY ACCEPTANCE
DOES NOT QUALIFY UNDER THE TERMS OF THE OFFER?

Nothing. If you do not accept the offer, or if we do not accept the options you
return because your exchange did not qualify under the terms of our offer, you
will keep your current options, and you will not receive any new options
pursuant to this offer. No changes will be made to your current options.
However, if you are an employee residing in the United States, you choose not to
participate in this offer and your eligible option grants are incentive stock
options, the U.S. Internal Revenue Service could decide that the offer is a
modification of the status of your incentive stock options. A successful
assertion by the U.S. Internal Revenue Service that your incentive stock options
are modified could extend the required period for which you must hold shares
purchased under an incentive stock option in order for a sale of the shares to
qualify for favorable tax treatment and cause a portion of your incentive stock
options to be treated as nonqualified stock options. For further details, please
consult with your personal tax advisor.

Q24. WHAT DO WE AND OUR BOARD OF DIRECTORS THINK OF THE OFFER?

Although our Board has approved this offer, neither we nor our Board of
Directors are making any recommendation as to whether you should tender or
refrain from tendering your eligible options. We recognize that the decision to
accept is an individual one that should be based on a variety of factors. You
should consult with your personal advisors if you have questions about your
financial or tax situation. Under certain circumstances, you could fare worse
financially by accepting the offer than if you decide not to accept the offer.

Q25. WHAT SHOULD I DO IF I HAVE QUESTIONS ABOUT THE OFFER?

For additional information or assistance, you should contact the Stock Option
Exchange hotline in accordance with the instructions that we have set forth
above. A representative of the Company will do their best to promptly respond to
any of your questions about this offer.

8

THE OFFER

1. NUMBER OF OPTIONS; EXPIRATION DATE.

We are offering to exchange new options to purchase common stock in return for
all eligible options. Eligible options are all outstanding options that have an
exercise price of at least $4.00 per share. We estimate that as of the date of
this offer, options covering 3,450,162 shares of our common stock are eligible
for exchange.

You may only return options having an exercise price of at least $4.00 per
share. If you exchange any options granted on a particular date, you will be
required to exchange all of the options granted to you on that date.

Our offer is subject to the terms and conditions described in this Offer to
Exchange and the accompanying Letter of Transmittal and cover letter. We will
only accept options that are properly returned and not validly withdrawn in
accordance with Section 4 of this Offer to Exchange before the offer expires on
the "expiration date" as defined below.

Each new option will be exercisable for a number of shares equal to the number
of shares covered by the existing option being replaced, as adjusted for any
stock splits, stock dividends and similar events. The exact number of option
shares that you have now is set forth in an attachment to the enclosed Letter of
Transmittal. All new options will be issued under the same Plan that covered the
canceled options and a new option agreement between you and us.

IF YOU ARE NOT AN EMPLOYEE OF EMCORE OR ITS SUBSIDIARIES FROM THE DATE YOU
TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE
ANY NEW OPTIONS IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED
FOR EXCHANGE. YOU ALSO WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR YOUR
TENDERED OPTIONS IF YOU ARE NOT AN EMPLOYEE OF EMCORE OR ITS SUBSIDIARIES FROM
THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS.

The term "expiration date" means 5:00 p.m., New York City Time, on October 30,
2002, unless and until we, in our discretion, extend the period of time during
which the offer will remain open. If we extend the period of time during which
the offer remains open, the term "expiration date" will refer to the latest time
and date on which the offer expires. See Section 14 for a description of our
rights to extend, delay, terminate and amend the offer.

If we decide to take any of the following actions, we will publish a notice:

o we increase or decrease what we will give you in exchange for your
options; or

o we increase or decrease the number of options eligible to be
exchanged in the offer.

9

If the offer is scheduled to expire within ten business days from the date we
notify you of such an increase or decrease, we will also extend the offer for a
period of ten business days after the date the notice is published. A "business
day" means any day other than a Saturday, Sunday or federal holiday and consists
of the time period from 12:01 a.m. through 12:00 midnight, New York City Time.

2. PURPOSE OF THE OFFER.

We issued the options under the Plan to strengthen EMCORE by providing
incentives to our employees to encourage them to devote their abilities and
industry to the success of EMCORE's business. Many of our outstanding options,
whether or not they are currently exercisable, have exercise prices that are
significantly higher than the current market price of our common stock. We
believe that in light of recent market conditions, many of these options are
unlikely to be exercised in the foreseeable future. By making this offer to
exchange outstanding options for new options that will have an exercise price
equal to the closing sales price of our common stock on the grant date, we
intend to provide our optionees with the benefit of owning options that over
time may have a greater potential to increase in value, create better
performances incentives for our optionees and thereby maximize stockholder
value. We will not penalize optionees in any respect if they decide not to
accept the Offer. Thus, by way of example, employees who decline to participate
will remain eligible to receive future option grants notwithstanding the fact
that they opted not to participate in our Offer.

We are reserving the right, in the event of a merger or similar transaction, or
in the event of a sale of a business unit, to take any actions we deem necessary
or appropriate to complete a transaction that our Board of Directors believes is
in the best interests of EMCORE and its stockholders. This could include steps
which would preclude current optionees from being eligible to receive new
options on the grant date. If we were to take such steps in connection with such
a transaction, optionees who have tendered options for cancellation pursuant to
this offer would not receive options to purchase securities of the acquiror or
any other consideration for their tendered options.

Subject to the foregoing, except as otherwise described or referred to in this
Offer to Exchange or in our filings with the SEC, we presently have no plans or
proposals that relate to or would result in:

o an extraordinary corporate transaction, such as a merger or
reorganization, involving the sale of EMCORE or any of our
material subsidiaries;

o any sale of a material amount of our assets or any subsidiary's
assets;

o any material change in our present dividend policy, or our
indebtedness or capitalization;

10

o any change in our present board of directors or senior management,
including a change in the number or term of directors or to fill
any existing board vacancies or change any executive officer's
material terms of employment;

o any other material change in our corporate structure or business;

o our common stock not being authorized for quotation in an
automated quotation system operated by a national securities
association;

o our common stock becoming eligible for termination of registration
pursuant to section 12(g)(4) of the Securities Exchange Act;

o the suspension of our obligation to file reports pursuant to
section 15(d) of the Securities Exchange Act;

o the acquisition by any person of any of our securities, other than
in connection with our employee benefit plans or upon the
conversion of outstanding convertible securities; or

o any material change in our certificate of incorporation or bylaws,
or any actions which may make it more difficult for any person to
acquire control of our company.

From time to time, we receive inquiries regarding potential transactions which
could ultimately result in our acquiring assets or businesses in exchange for
our stock, cash or a combination of stock and cash.

Neither we nor our Board of Directors are making any recommendation as to
whether you should tender your options, nor have we authorized any person to
make any such recommendation. We recognize that the decision to accept is an
individual one that should be based on a variety of factors. You should consult
with your personal advisors if you have questions about your financial or tax
situation. Under certain circumstances, you could fare worse financially by
accepting the offer than if you decide not to accept the offer. If you accept
the offer, we will not grant any options to you prior to the grant date, even if
you otherwise would have received grants in the interim. Instead, we will defer
the grant of any such "interim" options until after the grant date.

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3. PROCEDURES.

MAKING YOUR ELECTION. To make an election to accept this offer, you must
complete the Letter of Transmittal by initialing on the attachment which options
you are canceling, sign the Letter of Transmittal and deliver the Letter of
Transmittal to EMCORE Corporation, 145 Belmont Drive, Somerset, New Jersey
08873, Attn: Stock Option Exchange, before 5:00 P.M. New York City Time on the
expiration date. We will only accept a paper copy of your Letter of Transmittal.
Delivery by email will not be accepted. You do not need to return your stock
option letter agreements for your eligible options to effectively elect to
accept the offer. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING LETTERS OF
TRANSMITTAL, IS AT THE ELECTION AND RISK OF THE TENDERING OPTION HOLDER. IN ALL
CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. If you intend
to reject this offer, we would appreciate your specifying such rejection in the
Letter of Transmittal and returning the Letter of Transmittal to EMCORE
Corporation, 145 Belmont Drive, Somerset, New Jersey 08873, Attn: Stock Option
Exchange, before 5:00 P.M. New York City Time on the expiration date.

DETERMINATION OF VALIDITY; REJECTION OF OPTIONS; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. We will determine, in our discretion, all
questions as to the number of shares subject to eligible options and as to the
validity, form, eligibility (including time of receipt) and acceptance of
Letters of Transmittal and letters of withdrawal. Our determination of these
matters will be final and binding on all parties. We may reject any or all
Letters of Transmittal and letters of withdrawal to the extent that we determine
that they were not properly executed or delivered or to the extent that we
determine that it is unlawful to accept the returned options. Otherwise, we will
accept properly and timely returned options that are not validly withdrawn. We
may waive any of the conditions of the offer or any defect or irregularity in
any Letter of Transmittal or letter of withdrawal with respect to any particular
options or any particular option holder. No options will be properly submitted
until all defects or irregularities have been cured by the option holder
returning the options or waived by us. Neither we nor any other person are
obligated to give notice of any defects or irregularities involved in the
submission of any options or letters of withdrawal, and no one will be liable
for failing to give notice of any defects or irregularities.

OUR ACCEPTANCE CONSTITUTES AN AGREEMENT. If you elect to exchange eligible
options according to the procedures described above, you will accept the terms
and conditions of the offer. Our acceptance of eligible options that are
properly submitted will form a binding agreement between us and you on the terms
and subject to the conditions of this offer.

Subject to our rights to extend, terminate and amend the offer, we currently
expect that we will accept promptly after the expiration of the offer all
properly submitted options that have not been validly withdrawn.

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4. CHANGE IN ELECTION.

You may only withdraw or otherwise modify your election by following the
procedures described in this Section 4. If you elect to accept the offer and
exchange your options and you later want to withdraw or otherwise modify your
election to reject the offer or to return different eligible options in a manner
which complies with this offer, you must submit a change of election to the
attention of the Stock Option Exchange in the form of a letter of withdrawal in
which you advise us of the change. We will only accept a paper copy of your
letter of withdrawal. Delivery by e-mail will not be accepted. The change will
be effective only if it constitutes a complete rejection of the offer or if it
describes an exchange that is permitted under the terms of this offer. If the
letter of withdrawal describes an exchange that is not consistent with the terms
of this offer, we have the right, in our discretion, to either treat it as a
rejection of the offer or to disregard it and accept the election initially
submitted by you.

You may withdraw or otherwise modify your election at any time before 5:00 p.m.,
New York City Time, on October 30, 2002. If we extend the offer beyond that
time, you may withdraw or otherwise modify your election at any time until the
extended expiration of the offer.

To withdraw or otherwise modify your election, you must deliver a letter of
withdrawal to the attention of the Stock Option Exchange at our Somerset, New
Jersey headquarters before the offer expires. The letter of withdrawal must be
signed by you, have your name on it, and must clearly indicate whether you elect
to accept or reject the offer.

Neither we nor any other person are obligated to give notice of any defects or
irregularities in any letter of withdrawal, and no one will be liable for
failing to give notice of any defects or irregularities. We will determine, in
our discretion, all questions as to the form and validity, including time of
receipt, of letters of withdrawal. Our determinations with respect to these
matters will be final and binding.

5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND CANCELLATION AND ISSUANCE OF NEW
OPTIONS.

On the terms and subject to the conditions of this offer and as promptly as
practicable following the expiration date, we will timely accept the eligible
options for exchange, and cancel all options properly returned and not validly
withdrawn before the expiration date. Promptly after the close of business on
the grant date, you will receive your new option agreement. The new options will
have a grant date of the later of May 1, 2003 or the first business day which is
at least six months and one day following the date we cancel the options
accepted for exchange.

Your new options will entitle you to purchase up to the number of shares of
common stock covered by your eligible options, as adjusted for any stock splits,
stock dividends and similar events. The attachment to your Letter of Transmittal
shows all of the option shares that you now own. The options listed on that
attachment may include options which are not eligible to be canceled. We will
give you oral or written notice of our acceptance for exchange or cancellation
of options validly returned and not properly withdrawn as of the expiration
date. After we accept

13

returned options for exchange, we will send each option holder who accepted the
offer a letter confirming the new options that will be granted to the option
holder if the option holder continues to be an employee of EMCORE or its
subsidiaries on the new grant date.

IF YOU ARE NOT AN EMPLOYEE OF EMCORE OR ITS SUBSIDIARIES FROM THE DATE YOU
TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE
ANY NEW OPTIONS IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED
FOR EXCHANGE. YOU ALSO WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR YOUR
TENDERED OPTIONS IF YOU ARE NOT AN EMPLOYEE OF EMCORE OR ITS SUBSIDIARIES FROM
THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS.

Subject to our rights to extend, terminate and amend the offer, we currently
expect that we will accept promptly after the expiration of the offer all
properly submitted options that have not been validly withdrawn.

6. CONDITIONS OF THE OFFER.

We will not be required to accept any options returned to us, and we may
terminate or amend the offer, or postpone our acceptance and cancellation of any
options returned to us, in each case, subject to Rule 13e-4(f)(5) under the
Securities Exchange Act, if at any time before the expiration date, we determine
that any of the following events has occurred:

o any action or proceeding by any government agency, authority or
tribunal or any other person, domestic or foreign, is threatened
in writing to us or our counsel or pending before any court,
authority, agency or tribunal that directly or indirectly
challenges the making of the offer, the acquisition of some or all
of the returned options, the issuance of new options, or otherwise
relates to the offer or that, in our reasonable judgment, could
materially and adversely affect our business, condition (financial
or other), income, operations or prospects or materially impairs
the benefits we believe we will receive from the offer;

o any action is threatened in writing to us or our counsel, pending
or taken, or any approval is withheld, by any court or any
authority, agency or tribunal that, in our reasonable judgment,
would:

o make it illegal for us to accept some or all of the eligible
options or to issue some or all of the new options or
otherwise restrict or prohibit consummation of the offer;

o delay or restrict our ability, or render us unable, to accept
the eligible options for exchange and cancellation or to
issue new options for some or all of the exchanged eligible
options;

14

o materially impair the benefits we believe we will receive
from the offer; or

o materially and adversely affect our business, condition
(financial or other), income, operations or prospects;

o there is:

o any general suspension of trading in, or limitation on prices
for, securities on any national securities exchange or in the
over-the-counter market;

o the declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, whether or
not mandatory; or

o the decline of the Dow Jones Industrial Average, the NASDAQ
National Market or the Standard and Poor's Index of 500
Companies by an amount in excess of 10% measured during any
time period after the close of business on September 30,
2002;

o another person publicly makes or proposes a tender or
exchange offer for some or all of our common stock, or an
offer to merge with or acquire us, or we learn that:

o any person, entity or "group," within the meaning of section
13(d)(3) of the Securities Exchange Act, has acquired or
proposed to acquire beneficial ownership of more than 5% of
the outstanding shares of our common stock, or any new group
shall have been formed that beneficially owns more than 5% of
the outstanding shares of our common stock, other than any
such person, entity or group that has filed a Schedule 13D or
Schedule 13G with the SEC on or before September 30, 2002;

o any such person, entity or group that has filed a Schedule
13D or Schedule 13G with the SEC on or before October 30,
2002 has acquired or proposed to acquire beneficial ownership
of an additional 2% or more of the outstanding shares of our
common stock; or

o any person, entity or group shall have filed a Notification
and Report Form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 indicating that it intends to
acquire us or any of our assets or securities or otherwise
shall have made a public announcement that it intends to
acquire us or any of our assets or securities;

o any change or changes occur in our business, condition
(financial or other), assets, income, operations, prospects
or stock ownership that, in our reasonable judgment, is or
may be material to us; or

15

o there shall have occurred any change in generally accepted
accounting principles which would require us for financial
reporting purposes to record compensation expense against our
earnings in connection with the offer other than with respect
to options granted to optionees who elect to participate in
the exchange and who were granted options within the period
beginning six months prior to commencement of the exchange
period and concluding at least six months and one day
following the date we cancel the options accepted for
exchange.

The conditions to the offer are for our benefit and must be satisfied or waived
by us prior to the expiration date, other than conditions that are subject to
applicable law. To the extent we choose to waive any condition, we may do so in
our discretion at any time and from time to time before the expiration date,
whether or not we waive any other condition to the offer. Our failure to
exercise any of these rights is not a waiver of any of these rights. The waiver
of any of these rights with respect to particular facts and circumstances is not
a waiver with respect to any other facts and circumstances. Any determination we
make concerning the events described in this Section 6 will be final and binding
upon everyone.

7. PRICE RANGE OF COMMON STOCK.

Our common stock is quoted on the Nasdaq National Market under the symbol
"EMKR." The following table shows, for the periods indicated, the high and low
sales prices per share of our common stock as reported by the Nasdaq National
Market. Prices are adjusted to give effect to the two-for-one (2:1) stock split
that was effective on September 18, 2000.

Quarter ended High Low
- ------------- ---- ---

September 30, 2002
(through Sept. 26)................. $6.00 $1.78
June 30, 2002...................... $10.48 $3.60
March 31, 2002..................... $16.97 $7.62
December 31, 2001.................. $17.04 $7.67

September 30, 2001................. $30.64 $7.69
June 30, 2001...................... $44.13 $19.60
March 31, 2001..................... $52.50 $20.00
December 31, 2000.................. $55.38 $28.25

September 30, 2000................. $62.50 $28.56
June 30, 2000...................... $61.00 $20.00
March 31, 2000..................... $86.50 $15.31
December 31, 1999.................. $19.63 $6.03

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As of September 26, 2002, the last reported sale price of our common stock, as
reported by the Nasdaq National Market, was $1.88 per share.

We recommend that you obtain current market quotations for our common stock
before deciding whether to elect to exchange your options.

8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS.

CONSIDERATION. Each new option will be exercisable for the number of shares
equal to the number of shares covered by the eligible options returned to us, as
adjusted for any stock splits, stock dividends and similar events. The exact
number of option shares that you now have under all of your options is set forth
in the attachment to the enclosed Letter of Transmittal. In order to cancel any
options, you will be required to indicate on that attachment which options you
intend to cancel by initialing the canceled options. You may only cancel
eligible options. If you cancel any options granted to you on a particular date,
you must cancel all eligible options granted to you on that date.

If we receive and accept the return of all outstanding eligible options, we will
grant new options to purchase a total of 3,450,162 shares of our common stock.
The common stock issuable upon exercise of the new options will equal
approximately 9.4% of the total shares of our common stock outstanding as June
30, 2002.

TERMS OF NEW OPTIONS. Each new option will be issued under the same Plan as the
option for which it has been exchanged and a new option agreement will be
executed between each option holder who accepts the offer and EMCORE. Except
with regard to exercise price and as otherwise specified in this offer, the
terms and conditions of the new options will be substantially the same as the
terms and conditions of the eligible options.

The issuance of new options under this offer will not create any contractual or
other right of the recipients to receive any future grants of stock options or
benefits in lieu of stock options. Assuming that the conditions described above
are satisfied and the optionee's exchange of eligible options has been accepted,
the optionee will have the right to receive the new options on the grant date
if:

o the optionee remains an employee of EMCORE or its subsidiaries as
of the grant date; and

o no "Extraordinary Event" has occurred on or before the grant date.

For purposes of this offer, the term "Extraordinary Event" shall mean:

o a merger, consolidation or other business combination involving
EMCORE in which the stockholders of EMCORE immediately prior to

17

such transaction do not own, after such transaction, at least 50%
of EMCORE or the corporation or other entity controlling EMCORE;

o a sale of all or substantially all of the assets of EMCORE;

o the liquidation or dissolution of EMCORE; or

o the filing of a voluntary petition by us in a bankruptcy
proceeding or the filing of an involuntary bankruptcy petition
against us which is not dismissed within sixty days after the
filing date.

The following description of the Plan is a summary and is not complete. Complete
information about the Plan is included in the Plan summary previously circulated
to you. Please contact the Stock Option Exchange, c/o EMCORE. to request a copy
of the Plan. A copy will be provided promptly and at our expense.

GENERAL. The Plan provides for the granting of stock options to eligible
employees. Options granted under the Plan become exercisable in varying amounts
determined at the time of the option grants.

As of June 30, 2002, stock options covering 1,086,569 shares were available for
grant under the Plan and stock options to purchase 5,397,633 shares were
outstanding. If any stock options granted under the Plan expire or terminate for
any reason before they have been exercised in full, the shares subject to those
expired or terminated options will again be available for issuance pursuant to
the Plan.

ADMINISTRATION. The Compensation Committee of our Board of Directors has the
exclusive discretionary authority to operate, manage and administer the Plan in
accordance with its terms. The Compensation Committee's decisions and actions
concerning the Plan are final and conclusive. Within the limitations of the Plan
and applicable laws and rules, the Compensation Committee may allocate or
delegate its administrative responsibilities and powers under the Plan, and our
Board of Directors is permitted to exercise all of the Compensation Committee's
powers under the Plan.

The Compensation Committee has broad authority to administer and interpret the
Plan. In addition to its other powers under the Plan described in this
Prospectus, the Compensation Committee exercises the following authorities and
powers under the Plan in accordance with its terms:

o to determine which eligible employees, officers, directors and/or
consultants will receive options under the Plan, the provisions of such
options, including the

18

number of shares of our common stock covered by each such option, and
the timing of option grants;

o to establish, amend, waive and rescind rules, regulations and
guidelines for carrying out the Plan;

o to establish, administer and waive terms, conditions, performance
criteria, restrictions, or forfeiture provisions, or additional terms,
under the Plan, or applicable to options granted under the Plan;

o to accelerate the vesting or exercisability of options granted under
the Plan;

o to offer to buy out outstanding options granted under the Plan;

o to determine the form and content of the option award agreements which
represent options granted under the Plan;

o to interpret the Plan and option award agreements;

o to correct any errors, supply any omissions and reconcile any
inconsistencies in the Plan and/or any option award agreements; and

o to take any actions necessary or advisable to operate and administer
the Plan.

The Plan grants the Compensation Committee full discretionary authority in its
administration of the Plan. Decisions and actions of the Compensation Committee
concerning the Plan are final and conclusive. Within the limitations of the Plan
and applicable laws and rules, the Compensation Committee may delegate to
individuals who are not members of the Compensation Committee, or allocate among
its members, its administrative responsibilities and powers under the Plan.
Subject to similar limitations, the Board of Directors may exercise any of the
Committee's powers under the Plan.

TERM. The term of each option granted under the Plan is fixed by the
Compensation Committee at the time of grant. The new options to be granted under
the Offer to Exchange will have a the same term as the options they replace,
subject to earlier termination in accordance with the provisions of the Plan.

TERMINATION. Under the 2000 Plan, termination of service is covered under stock
option agreements furnished at or about the time of the option grant. In
general, under those agreements:

o in the event that an optionee's employment or service with EMCORE is
terminated due to the optionee's death, his or her vested options may be
exercised at any time within a period up to the earlier of 24 months or the
expiration date of such options (at the end of which period, all such options
will lapse), by such decedent's executors;

o in the event that an optionee's employment or service with EMCORE is
terminated due to the optionee's permanent disability, his or her vested options
may be exercised at any time within a period up to the earlier of 12 months or
the expiration date of such options (at the end of which period, all such
options will lapse), by the personal administrators of such disabled optionee;

19

o in the event that an optionee's employment or service with EMCORE is
terminated for any other reason other than "for cause", his or her vested
options may be exercised at any time within a period up to the earlier of 90
days or the expiration date of such options (at the end of which period, all
such options will lapse); and

o in the event that an optionee's employment or service with EMCORE is
terminated "for cause", his or her vested options may not thereafter be
exercised.

With regard to option agreements under the 1995 Plan, such agreements generally
provide:

o in the event that an optionee's employment or service with EMCORE is
terminated due to the optionee's death, his or her vested options may be
exercised at any time within a period up to the earlier of 24 months or the
expiration date of such options (at the end of which period, all such options
will lapse), by such decedent's executors;

o in the event that an optionee's employment or service with EMCORE is
terminated due to the optionee's permanent disability, his or her vested options
may be exercised at any time within a period up to the earlier of 12 months or
the expiration date of such options (at the end of which period, all such
options will lapse), by the personal administrators of such disabled optionee;
and

o in the event that an optionee's employment or service with EMCORE is
terminated for any other reason, his or her vested options may be exercised at
any time within a period up to the earlier of 30 days or the expiration date of
such options (at the end of which period, all such options will lapse).

CHANGE IN CONTROL. The Plan generally defines a change of control of EMCORE as
the occurrence of at least one of the following events: (1) a reorganization,
merger, or consolidation; (2) the sale or disposition of all or substantially
all of EMCORE's assets or business; (3) the complete liquidation or dissolution
of EMCORE; (4) the purchase by any person or group of 50% or more of the voting
power of EMCORE's voting securities (excluding, for this purpose, EMCORE, its
employee benefit Plans and certain related persons or entities, or a person that
already owns 50% or more of EMCORE's voting securities); or (5) a change in the
membership of a majority of the incumbent directors constituting the Board of
Directors as of February 16, 2000 (or in the case of options granted under the
1995 plan as of the date of such grant), provided that any new directors
approved by a majority of such incumbent directors, including those directors
similarly approved, shall not be treated as new directors for this purpose. The
occurrence of an event described in clause (1) above will not constitute a
change in control if: (A) former EMCORE stockholders continue to own more than
50% of the voting power of the successor entity's voting securities, in
substantially the same proportion as their pre-existing ownership of EMCORE's
voting securities; (B) no person or group owns 50% or more of the voting power
of the successor entity (excluding, for this purpose, EMCORE or certain related
persons or entities or a person with a pre-existing such 50% ownership of
EMCORE) and (C) a majority of the board of directors of the successor entity
were members of EMCORE's

20

incumbent Board of Directors immediately prior to the execution of the agreement
providing for the reorganization, merger, or consolidation.

EXERCISE PRICE. The exercise price of each option granted under the Plan is
determined by the Compensation Committee at the time of grant. The new options
will have an exercise price equal to the closing sale price of one share of our
common stock on the National Market System of the Nasdaq, Inc. on the close of
business on the grant date of the new options or on the first day thereafter on
which such a closing sale price is made available to the public.

TAX CONSEQUENCES. You should refer to Section 13 for a discussion of the U.S.
federal income tax consequences of the new options and the eligible options, as
well as the consequences of accepting or rejecting the new options under this
offer to exchange. If you are an optionee based outside of the United States, we
recommend that you consult with your own tax and other advisors to determine the
tax and other consequences of this transaction under the laws of the country in
which you live and work.

REGISTRATION OF OPTION SHARES. All shares of common stock issuable upon exercise
of options under the Plan, including the shares that will be issuable upon
exercise of all new options, have been registered under the Securities Act on a
registration statement on Form S-8 filed with the SEC. Unless you are considered
an "affiliate" of EMCORE, you will be able to sell your option shares free of
any transfer restrictions under applicable securities laws.

9. INFORMATION ABOUT EMCORE

EMCORE designs, develops and manufactures compound semiconductor wafers
and devices and is a leading developer and manufacturer of the tools and
manufacturing processes used to fabricate compound semiconductor wafers and
devices. Compound semiconductors are composed of two or more elements and
usually consist of a metal, such as gallium, aluminum or indium, and a non-metal
such as arsenic, phosphorus or nitrogen. Many compound semiconductors have
unique physical properties that enable electrons to move through them at least
four times faster than through silicon-based devices and are therefore well
suited to serve the growing need for efficient, high performance electronic
systems.

EMCORE offers a comprehensive portfolio of products and systems for the
rapidly expanding broadband, wireless communications and solid state lighting
markets. We have developed extensive materials science expertise and process
technology to address our customers' needs. Customers can take advantage of our
vertically integrated solutions approach by purchasing custom-designed wafers
and devices from us, or by manufacturing their own devices in-house using one of
our metal organic chemical vapor deposition (MOCVD) production systems
configured to their specific needs. Our products and systems enable our
customers to cost effectively introduce new and improved high performance
products to the market faster in high volumes.

21

Growth in our industry is driven by the widespread deployment of fiber
optic networks, introduction of new wireless networks and services, rapid
build-out of satellite communication systems, increasing use of more power
efficient lighting sources, increasing use of electronics in automobiles and
emergence of advanced consumer electronic applications. In addition, the demands
for higher volumes of a broad range of higher performance devices have resulted
in manufacturers increasingly outsourcing their needs for compound semiconductor
wafers and devices. Our expertise in materials science and process technology
provides us with a competitive advantage to manufacture compound semiconductor
wafers and devices in high volumes.

Our principal executive offices are located at 145 Belmont Drive,
Somerset, New Jersey 08873, and our telephone number is (732) 271-9090.

Set forth below is selected consolidated historical financial and other
data as of and for the five years ended September 30, 2001, and as of and for
the nine months ended June 30, 2001 and June 30, 2002. The selected consolidated
historical financial and other data as of September 30, 2000 and 2001 and for
each of the five years in the period ended September 30, 2001 were derived from
our consolidated financial statements and related notes audited by Deloitte &
Touche LLP, independent auditors. The selected consolidated historical financial
and other data as of and for the nine months ended June 30, 2001 and June 30,
2002 have been derived from our unaudited consolidated historical financial
statements and, in the opinion of our management, have been prepared on a basis
consistent with our historical consolidated financial statements and include all
adjustments (which consist of normal recurring accruals) that are considered by
management to be necessary for fair presentation of such financial information.
Operating results for the nine months ended June 30, 2002 are not necessarily
indicative of the results that may be expected for future periods. The selected
consolidated historical financial and other data presented below should be read
in conjunction with our historical consolidated financial statements and notes
thereto.

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