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CIENA CORPORATION
2008 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
Ciena Corporation,
a Delaware corporation, (the “Company”), hereby grants
a stock option exercisable for shares of its common stock, $.01 par
value, (the “Stock”), to the individual named below as
the Grantee, subject to the vesting conditions set forth in this
Agreement. This grant is subject to the terms and conditions set
forth in (i) this Agreement, including any appendix attached
hereto (as may be applicable for non-U.S. employees), (ii) the
2008 Omnibus Incentive Plan (the “Plan”) and
(iii) the grant details for this award contained in your
account with the Company’s selected broker. Capitalized terms
not defined in this Agreement are defined in the Plan, and have the
meaning set forth in the Plan.
Grantee’s
Employee Identification Number:
Number of Stock
Option Shares Covered by Grant:
Exercise price
per share:
By
accepting this Grant (whether by signing this Agreement or
accepting the Grant electronically via the website of the
Company’s selected broker), you agree to the terms and
conditions in this Agreement and in the Plan and agree that the
Plan will control in the event any provision of this Agreement
should appear to be inconsistent.
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(Signature)
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By: David M.
Rothenstein
Senior Vice President, General Counsel and Secretary
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CIENA CORPORATION
2008 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
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Your option
vests in accordance with the grant details and vesting schedule set
forth on the first page of this Agreement, provided you remain in
Service on the vesting date and meet any applicable vesting
requirements set forth in this Agreement or otherwise applicable to
this grant.
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This option is
only exercisable before it expires and then only with respect to
the vested portion of the option. You may exercise this option, in
whole or in part, to purchase a whole number of vested shares in
accordance with the Plan and this Agreement.
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Except as
provided in this Agreement, or in any other agreement between you
and the Company, no additional options will vest after your Service
has terminated.
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Your option
will expire at the close of business at Company headquarters on the
10th anniversary of the Grant Date. Your option will expire earlier
if your Service terminates, as described below.
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Regular
Termination of Service
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If your Service
terminates for any reason, other than death, Disability or Cause,
then your option will expire at the close of business at Company
headquarters on the 90th day after your termination
date.
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If your Service
is terminated for Cause, then you shall immediately forfeit all
rights to your option and the option shall expire immediately upon
your termination.
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If your Service
terminates because of your death, your option will automatically
vest as to the number of options that would have vested had you
remained in Service for the 12 month period immediately
following your death and your option will expire at the close of
business at Company headquarters on the date 12 months after
the date of death.
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If you die
during the 90-day period described in connection with a regular
termination of Service above, and a vested portion of your option
has not yet been exercised, then your option will instead expire
on
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