Performance-Based Restricted Stock and Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan entered into between the Company and Jeffrey Rittichier, with a grant date of October 18, 2016

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

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

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

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

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

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

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

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

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

Based Adjusted Awards becoming vested and nonforfeitable will be released or paid as provided for in Section 2(e) below.

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

4.Issuance of Shares.

(b)The Company shall issue shares of Restricted Stock subject to the Award either: (a) in certificate form as provided in Section 4(c) below; or (b) in book entry form, registered in your name with notations regarding the applicable restrictions on transfer imposed under this Agreement. Concurrently with the execution and delivery of this Agreement, you shall deliver to the Company an executed stock power in the form attached hereto as Exhibit A, in blank, with respect to such shares.

(c)Any certificates representing shares of Restricted Stock that may be delivered to you by the Company prior to vesting shall be redelivered to the Secretary of the Company to be held until the restrictions on such shares shall have lapsed and the shares shall thereby have become vested or the shares represented thereby have been

forfeited hereunder. Such certificates shall bear the following legend and any other legends the Company may determine to be necessary or advisable to comply with all Applicable Laws:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE EMCORE CORPORATION 2012 EQUITY INCENTIVE PLAN AND THE RELATED AWARD AGREEMENT AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH SUCH PLAN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

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

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

6.Adjustments for Corporate Transactions and Other Events.

7.Dividend Rights.

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

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

20.Section 409A. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.

(i)if to the Company, to it at:

EMCORE Corporation

2015 West Chestnut Street

Alhambra, CA 91803

Attention: Chief Financial Officer

Fax: (626) 293-3424

26.Clawback Policy. The Restricted Stock and Restricted Stock Units are subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of Applicable

Law, any of which could in certain circumstances require repayment or forfeiture of the Restricted Stock and Restricted Stock Units or any shares of Common Stock or other cash or property received with respect to the Restricted Stock and Restricted Stock Units (including any value received from a disposition of the shares acquired upon vesting or payment of the Restricted Stock and Restricted Stock Units).

Date:             

    

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

Dated _____________, ________