CIENA CORPORATION
2008 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT
AGREEMENT
Ciena Corporation,
a Delaware corporation, (the “Company”), hereby grants
restricted stock units relating to 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, (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
Restricted Stock Units Covered by Grant:
Vesting Start
Date (if other than Grant Date):
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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Ciena
Corporation:
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By: David M.
Rothenstein
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Senior Vice
President, General Counsel and Secretary
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CIENA CORPORATION
2008 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT
AGREEMENT
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Restricted
Stock Unit Transferability
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This grant is
an award of restricted stock units in the number of Stock Units set
forth on the first page of this Agreement, subject to the vesting
conditions described in this Agreement (“Stock Units”).
Your Stock Units may not be transferred, assigned, pledged or
hypothecated, whether by operation of law or otherwise, nor may the
Stock Units be made subject to execution, attachment or similar
process.
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Your Stock
Units will vest as indicated 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. Except
as provided in this Agreement, or in any other agreement between
you and the Company, no additional Stock Units will vest after your
Service has terminated.
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Share
Delivery Pursuant to Vested Units; Withholding Tax
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Subject to any
valid deferral election under the Director Restricted Stock
Deferral Plan, Shares underlying the vested portion of the Stock
Units will be delivered to you by the Company as soon as
practicable following the applicable vesting date for those shares,
but in no event beyond 2 1 / 2
months after the end of the calendar
year in which the shares would have been otherwise
delivered.
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Subject to any
valid deferral election under the Director Restricted Stock
Deferral Plan, on the vesting date (or as soon as practicable
thereafter), a brokerage account in your name will be credited with
Stock representing the number of shares that vested under this
grant (the “Vesting Shares”). If the vesting date is
not a trading day, the Stock will be delivered on the next trading
day. The Company will determine the number of the Vesting Shares
necessary to cover the amount of federal, state, local, and foreign
taxes that the Company is required to withhold with respect to the
Stock Unit vesting, rounding up to the nearest whole Share of Stock
(the “Withholding Shares”).
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By accepting
this award of Stock Units, you irrevocably (i) instruct the
Company
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