CIENA CORPORATION
2000 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE UNIT
AGREEMENT
Ciena Corporation,
a Delaware corporation (the “Company”), hereby grants
performance share units relating to shares of its common stock,
$.01 par value (the “Stock”), to the individual named
below as the Holder, subject to the vesting conditions set forth in
the attachment. Additional terms and conditions of the grant are
set forth in this cover sheet, in the attachment and in the Ciena
Corporation 2000 Equity Incentive Plan (the
“Plan”).
Grant Date:
November 1, 2005
Name of Holder:
«FirstName» «MiddleName»
«LastName»
Number of Share
Units Covered by Grant: «NumberPerfShares»
By signing
this cover sheet, you agree to all of the terms and conditions
described in this Agreement and in the Plan, a copy of which is
attached. You acknowledge that you have carefully reviewed the Plan
and agree that the Plan will control in the event any provision of
this Agreement should appear to be inconsistent with the terms of
the Plan.
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(Signature)
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/s/ Russell B.
Stevenson, Jr.
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By: Russell B.
Stevenson, Jr.
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Senior Vice
President and Secretary
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This is not
a stock certificate or a negotiable instrument.
1
CIENA CORPORATION
2000 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE UNIT
AGREEMENT
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Performance
Share Unit Transferability
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This grant is
an award of performance share units in the number of units set
forth on the cover sheet, subject to the vesting conditions
described below (“Share Units”). Your Share Units may
not be transferred, assigned, pledged or hypothecated, whether by
operation of law or otherwise, nor may the Share Units be made
subject to execution, attachment or similar process.
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Capitalized
terms not defined in this Agreement are defined in the Plan, and
have the meaning set forth in the Plan. The following additional
terms have the meanings provided below:
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“Service” means service by you as an employee, officer,
director or consultant to the Company or an Affiliate. A change in
your position or duties will not result in interrupted or
terminated Service so long as you continue to be an employee,
officer, director or consultant of the Company or an
Affiliate.
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“Cause” means, as determined by the Board and unless
otherwise provided in an applicable employment agreement between
you and the Company or an Affiliate, (i) your gross negligence
or willful misconduct in connection with the performance of your
duties, (ii) your conviction of a criminal offense (other than
minor traffic offenses) or (iii) your material breach of any term
of any employment, consulting or other services, confidentiality,
intellectual property or non-competition agreement between you and
the Company or an Affiliate.
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Your grant will
vest according to the performance conditions described in the
Annex; provided that if (a) any portion of your grant would
vest during a period in which you are (i) subject to a lock-up
agreement restricting your ability to sell shares of Stock in the
open market or (ii) restricted from selling shares of Stock in the
open market because you are not then eligible to sell under the
Company’s insider trading or
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