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, 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
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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(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
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 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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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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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, in its sole discretion, the number of the Vesting Shares
necessary to cover the amount of any federal, state, local, and
foreign taxes that the Company is required to withhold or pay (on
behalf of the Company or you as holder) with respect to the Stock
Units 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 to deliver the Vesting Shares to your account; and
(ii) authorize and direct the broker, to sell, on your behalf,
the Withholding Shares at the market price per share at the time of
such sale, and (iii) expressly consent to
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the delivery of
the proceeds of the sale of Withholding Shares to the Company to be
used to fund the payment of any applicable taxes (whether on behalf
of the Company or you as holder) with respect to the Stock Units.
You further acknowledge that this irrevocable written instruction
is intended to constitute an instruction pursuant to Rule 10b5-1 of
the Exchange Act. The Company shall be responsible for the payment
of any brokerage commissions relating to the sale of the
Withholding Shares.
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You acknowledge
that until the first trading day following the broker’s sale
of the Withholding Shares, you shall not be entitled to effect
transactions in the net Vesting Shares credited to your brokerage
account.
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The purchase
price for the vested Shares of Stock is deemed paid by your prior
services to the
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