Nonstatutory Stock Option
Agreement
For Non-employee Directors
(Annual Option)
This Nonstatutory
Stock Option Agreement For Non-Employee Directors (Annual Option)
(the “Option Agreement”) is made and entered into as of
,
20 , by and between Ciena Corporation
(the “Company”) and
(the
“Optionee”).
The Company has
granted to the Optionee an option to the number of shares set of
Stock set forth above, upon the terms and conditions set forth in
this Option Agreement (the “Option”).
1.
Definitions . Whenever used herein, the following terms
shall have their respective meanings set forth below.
a.
“ Date of Grant ”
means ,
20 .
b.
“ Number of Option Shares ” means the number of
shares of Stock set forth above, as adjusted from time to time
pursuant to Section H.
c.
“ Exercise Price ” means the price per share of
Stock set forth above, as adjusted from time to time pursuant to
Section H.
d.
“Initial Exercise Date ” means the Initial
Vesting Date.
e.
“ Initial Vesting Date ” means the date
occurring one year after the Date of Grant.
f.
“ Option Expiration Date ” means the date ten
years after the Date of Grant.
g.
“ Board ” means the Board of Directors of the
Company. If one or more Committees have been appointed by the Board
to administer the Plan, “Board” shall also mean such
Committee(s).
h.
“ Code ” means the Internal Revenue Code of
1986, as amended, and any applicable regulations promulgated
thereunder.
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i.
“ Committee ” means the Compensation Committee
of the Board of Directors or another committee of the Board duly
appointed to administer the Plan and having such powers as shall be
specified by the Board. Unless the powers of the Committee have
been specifically limited, the Committee shall have all the powers
of the Board granted in the Plan, including, without limitation,
the power to amend or terminate the Plan at any time, subject to
the terms of the Plan and any applicable limitations imposed by
law. !
j.
“ Company ” means Ciena Corporation, a Delaware
corporation, or any successor corporation thereto.
k.
“ Consultant ” means any person, including an
advisor, engaged by a Participating Company to render services
other than as an Employee or a Director.
l.
“ Director ” means a member of the Board or of
the board of directors of any other Participating
Company.
m.
“ Disability ” means the permanent and total
disability of the Optionee within the meaning of
Section 22(e)(3) of the Code.
n.
“ Employee ” means any person treated as an
employee (including an officer or a Director who is also treated as
an employee) in the records of a Participating Company; provided,
however, that neither service as a Director nor payment of a
director’s fee shall be sufficient to constitute employment
for purposes of the Plan.
o.
“ Exchange Act ” means the Securities Exchange
Act of 1934, as amended.
p.
“Fair Market Valu e” “Fair Market means,
as of any date, the value of a share of the Stock determined as
follows:
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(i)
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if
the Stock is then quoted on the Nasdaq National Market, its closing
price on the Nasdaq National Market on the date of determination as
reported in The Wall Street Journal;
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(ii)
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if
the Stock is publicly traded and is then listed on a national
securities exchange, its closing price on the date of determination
on the principal national securities exchange on which the Stock is
listed or admitted to trading as reported in The Wall Street
Journal;
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(iii)
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if
the Stock is publicly traded but is not quoted on the Nasdaq
National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked
prices on the date of determination as reported in The Wall Street
Journal;
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(iv)
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if
none of the foregoing is applicable, by the Committee in good
faith.
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q.
“Parent Corporation” means any present or future
“parent corporation” of the Company, as defined in
Section 424(e) of the Code.
r.
“Participating Company” means the company or any
Parent Corporation or Subsidiary Corporation.
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s.
“Participating Company Group” means, at any
point in time, all corporations collectively which are then
Participating Companies.
t.
“Plan” means the Ciena Corporation 2000 Equity
Incentive Plan.
u.
“Rule 16b-3” means Rule 16b-3 as
promulgated under the Exchange Act, as amended from time to time,
or any successor rule or regulation.
v.
“Securities Act” means the Securities Act of
1933, as amended.
w.
“Service” means the Optionee’s service
with the Participating Company Group, whether in the capacity of an
Employee, a Director or a Consultant. The Optionee’s Service
shall not be deemed to have terminated merely because of a change
in the capacity in which the Optionee renders Service to the
Participating Company Group or a change in the Participating
Company for which the Optionee renders such Service, provided that
there is no interruption or termination of the Optionee’s
Service. The Optionee’s Service shall be deemed to have
terminated either upon an actual termination of Service or upon the
corporation for which the Optionee performs Service ceasing to be a
Participating Company.
x.
“Stock” means the common stock, par value $0.01,
of the Company, as adjusted from time to time in accordance with
Section H.
y.
“Subsidiary Corporation” means any present or
future “subsidiary corporation” of the Company, as
defined in Section 424(f) of the Code.
B. Tax
Status of the Option . This Option is intended to be a
nonstatutory stock option and shall not be treated as an incentive
stock option within the meaning of Section 422(b) of the
Code.
C.
Administration . All questions of interpretation concerning
this Option Agreement shall be determined by the Board, including
any duly appointed Committee of the Board. All determinations by
the Board shall be final and binding upon all persons having an
interest in the Option. Any officer of a Participating Company
shall have the authority to act on behalf of the Company with
respect to any matter, right, obligation, or election which is the
responsibility of or which is allocated to the Company herein,
provided the officer has apparent authority with respect to such
matter, right, obligation, or election.
D. Exercise
of the Option .
1. Right
to Exercise . Except as otherwise provided herein, the Option
shall be exercisable on and after the Initial Exercise Date and
prior to the termination of the Option (as provided in
Section A) in an amount not to exceed the Number of Option
Shares less the number of shares previously acquired upon exercise
of the Option. In no event shall the Option be exercisable for more
shares than the Number of Option Shares.
2. Method
of Exercise . Exercise of the Option shall be by written notice
to the Company which must state the election to exercise the
Option, the number of whole shares of Stock for which the Option is
being exercised and such other representations and agreements as to
the Optionee’s investment intent with respect to such shares
as may be required pursuant to the provisions of this Option
Agreement. The written notice must be signed by the Optionee and
must be delivered in person, by certified or registered mail,
return receipt requested, by confirmed facsimile transmission, or
by such other
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means as the
company may permit, to the Chief Financial Officer of the company,
or other authorized representative of the Participating Company
Group, prior to the termination of the Option, accompanied by full
payment of the aggregate Exercise Price for the number of shares of
Stock being purchased. The Option shall be deemed to be exercised
upon receipt by the Company of such
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