exv10w26



 




Exhibit 10.26


CIENA CORPORATION

2000 Equity Incentive Plan

Non-Qualified Stock Option Agreement




	 	 	 
	Grant Date:

	 	Number of Shares of Common Stock Covered by Option:







	 	 	 
	Exercise Price: $

	 	Last Date to Exercise:1






We are pleased to inform you that the Corporation has granted you an option to
purchase shares of Ciena Corporation common stock (the “Option”). Your grant
has been made under the Ciena Corporation 2000 Equity Incentive Plan (the
“Plan”), which, together with the terms contained in this Agreement, sets forth
the terms and conditions of your grant and is incorporated herein by reference.
A copy of the Plan is on file with Stock Administration. If any provisions of
the Agreement should appear to be inconsistent with the Plan, the Plan will
control.



This Option Agreement has been duly executed and delivered by all parties
hereto, as of the above written Grant Date.




	 	 	 
	

	 	CIENA CORPORATION:
	

	 	Stock Administration
	

	 	ID: 23-2725311
	Option Number:

	 	1201 Winterson Road
	Class:

	 	Linthicum, MD 21090
	Employee ID:

	 	(800) 921-1144 ext. 7377
	

	 	(410) 981-7377







     ACCEPTED AND AGREED TO:


	 	 	 	 	 	 
	 	 	By:  	
 	 
	Employee Signature 	 	 	Title: Senior Vice President, Finance 	 
	 	 	 	Chief Financial Officer 	 




Name

Address 1

Address 2

Address 3

City, State, ZIP

Country



This is not a stock certificate or a negotiable instrument. Non-Transferable.

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Vesting:










	1	 	Certain events can cause an earlier termination of the Option. See
“Exercise” on reverse side.






 









 







This Option will become vested as to 25% of the shares purchasable pursuant to
this Option (the “Shares”) on the last day of the month in which occurs the
first anniversary of the Grant Date (the “Initial Vesting Date”), if you have
been providing services to the Corporation or an Affiliate continuously from
the Grant Date to the Initial Vesting Date. Thereafter, this Option will
become vested as to an additional 2.084% of the Shares on the last day of each
month until either you cease to provide services to the Corporation or an
Affiliate or the Option is fully vested.



Exercise:



You may exercise this Option, in whole or in part, to purchase a whole number
of vested Shares at any time of not less than 100 shares, unless the number of
shares purchased is the total number available for purchase under this Option,
by following the exercise procedures as set forth in the Plan. All exercises
must take place before the last Date to Exercise, or such earlier date
following your death, disability or your ceasing to provide services as
described below under “Service Requirements.” The number of shares you may
purchase as of any date cannot exceed the total number of shares vested by that
date, less any shares you have previously acquired by exercising this Option.
Certain corporate transactions involving the Corporation may cause this Option
to terminate prior to the last Date to Exercise. The Plan provides important
information regarding these corporate transactions.



Corporate Transaction:



As set forth in Section 18.1 of the Plan, a “Corporate Transaction” shall be
deemed to have occurred with respect to the Corporation in the event of any of
the following: (a) a dissolution or liquidation of the Corporation; (b) a
merger or consolidation in which the Corporation is not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Corporation in a different jurisdiction,
or other transaction in which there is no substantial change in the
stockholders of the Corporation or their relative stock holdings and the
options granted under the Plan are assumed, converted or replaced by the
successor corporation); (c) a merger in which the Corporation is the surviving
corporation but after which the stockholders of the Corporation immediately
prior to such merger (other than any stockholder that merges, or which owns or
controls another corporation that merges, with the Corporation in such merger)
cease to own their shares or other equity interest in the Corporation; (d) the
sale of substantially all of the assets of the Corporation; or (e) the
acquisition, sale, or transfer of more than 50% of the outstanding shares of
the Corporation by tender offer or similar transaction. Each Option holder
shall be credited, as of the proposed effective date of a Corporate
Transaction, and if still employed by the Corporation on the date such
Corporate Transaction is consummated, with twelve (12) full months of
additional vesting of this Option.



Service Requirements:



This Option will cease to vest and all unvested Shares will be immediately
canceled on the date that you cease to provide services to the Corporation or
an Affiliate (the “Termination Date”). You will have ninety (90) days after
your Termination Date to exercise your vested Shares; provided, however, that
if your services are terminated for Cause, this Option will expire on the
Termination Date. In the event that you cease to provide services to the
Corporation or an Affiliate because of your death or Disability, you or your
estate will have 12 months after the Termination Date to exercise any vested
Shares, to the extent such Shares were otherwise exercisable on the Termination
Date.



Forfeiture:



The Corporation shall have the right to cause a forfeiture of your rights under
this Agreement, including, but not limited to, the right to cause you to
forfeit any outstanding Option in the event that the Company finds that you
have: (i) violated the terms of any confidentiality agreement or obligation
between you and the Corporation or an Affiliate; (ii) accepted employment with
an entity which the Corporation determines is in a business that could result
in comprising any confidentiality agreement or obligation between you and the
Corporation; (iii) willfully failed or refused to perform material assigned
duties; or (iv) engaged in willful, deliberate or gross misconduct toward the
Corporation or an Affiliate.



Taxes and Withholding:



This Option shall not constitute an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended. In the event
that the Corporation determines that any federal, state, local or foreign tax
or withholding payment is required relating to the exercise or sale of Shares
arising from this grant, the Corporation shall have the right to require such
payments from you, or withhold such amounts from other payments due to you from
the Corporation or an Affiliate.




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