exv10w27



 





Exhibit 10.27




CIENA CORPORATION

2000 EQUITY INCENTIVE PLAN




STOCK UNIT AGREEMENT




     Ciena Corporation, a Delaware corporation (the “Company”), hereby grants
stock 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:




Name of Holder:




Holder’s Social Security Number:




Number of Stock Units Covered by Grant:




     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.



	 	 	 
	Holder:

	 	

	

	 	(Signature)
	 
	 	 
	Ciena Corporation:

	 	

	

	 	By: Russell B. Stevenson, Jr.
	

	 	Senior Vice President and Secretary







Attachment



This is not a stock certificate or a negotiable instrument.




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CIENA CORPORATION

2000 EQUITY INCENTIVE PLAN




STOCK UNIT AGREEMENT




	 	 	 
	Stock Unit Transferability

	 	This grant is an award of stock
units in the number of units set
forth on the cover sheet,
subject to the vesting
conditions described below
(“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.
	 
	 	 
	Definitions

	 	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:
	 
	 	 
	

	 	“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.
	 
	 	 
	

	 	“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.
	 
	 	 
	Vesting

	 	Your grant vests on the second
anniversary of the Grant Date as
to one third of the total number
of Stock Units shown on the
cover sheet. An additional one
third of the Stock Units vest
on each of the third and fourth
anniversaries of the Grant Date,
provided you remain in Service.
All of the unvested Stock Units
under this grant vest upon the
termination of your Service due
to death or Disability.
	 
	 	 
	

	 	The number of Stock Units that
vest on any date, and the
resulting aggregate number of
vested Stock Units, will be
rounded down to the nearest
whole number of Stock Units.
You may not vest in more than
the number of Stock Units
covered by this grant.







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	 	Except as may be provided in an
applicable employment agreement
between you and the Company or
an Affiliate, or as may be
approved by the Board of
Directors, no additional Stock
Units will vest after your
Service has terminated for any
reason.
	 
	 	 
	Deferral Election

	 	You may elect to defer receipt
of shares of common stock of the
Company (“Receipt”) up to the
number of Stock Units that have
vested by giving written notice
to the Company, at such time and
in such form as approved by the
Company, specifying the number
of Stock Units you elect to
defer. You must make an
election to defer not later than
the earlier of (i) six months
prior to the date Stock Units
would vest, or (ii) the last day
of the preceding calendar year.
You may elect to defer Receipt
as to up to 100% of the Stock
Units that vest on any date. Any
deferral must be for at least 24
months after the date of
vesting, but may not be longer
than 10 years after the date of
grant of the Stock Units.
Receipt will be accelerated to
the time of your termination of
Service if your Service
terminates prior to the end of
the deferral period that you
have elected.
	 
	 	 
	Delivery of Stock Pursuant to Vested
Units

	 	Unless you make a deferral
election, a certificate for all
of the vested shares of Stock
represented by vested Stock
Units shall be delivered to you
on the date of vesting;
provided, that, if any Stock
Units vest during a period in
which you are (i) subject to a
lock-up agreement restricting
your ability to sell Stock in
the open market or (ii) are
restricted from selling Stock in
the open market because a
trading window is not available,
delivery of such vested shares
will be delayed until the date
immediately following the
expiration of the lock-up
agreement or the opening of a
trading window.


In the event that your Service
terminates for any reason other
than for Cause prior to the
fourth anniversary of the Grant
Date, shares of Stock
corresponding to the vested
portion of your Stock Units will
be delivered to you immediately
following your termination of
Service.
	 
	 	 
	Forfeiture of Unvested Units

	 	In the event that your Service
terminates for any reason other
than because of your death or
Disability, unless otherwise
provided in an applicable
employment agreement between you
and the Company or an Affiliate,
you will forfeit all of the
Stock Units that have not yet
vested.
	 
	 	 
	Termination for Cause

	 	If your Service is terminated
for Cause, you shall forfeit all
Stock Units, whether or not
vested.







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	Withholding Taxes

	 	You agree, as a condition of
this grant, that you will make
acceptable arrangements to pay
any withholding or other taxes
that may be due as a result of
vesting in Stock Units or your
acquisition of Stock under this
grant. In the event that the
Company determines that any
federal, state, local or foreign
tax or withholding payment is
required relating to this grant,
the Company will have the right
to: (i) require that you arrange
such payments to the Company,
(ii) withhold such amounts from
other payments due to you from
the Company or any Affiliate, or
(iii) cause an immediate
forfeiture of shares of Stock
subject to the Stock Units
granted pursuant to this
Agreement in an amount equal to
the withholding or other taxes
due.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you
the right to be retained by the
Company (or any Affiliates) in
any capacity. The Company (and
any Affiliate) reserve the right
to terminate your Service at any
time and for any reason.
	 
	 	 
	Shareholder Rights

	 	You do not have any of the
rights of a shareholder with
respect to the Stock Units
unless and until the Stock
relating to the Stock Units has
been delivered to you. If the
Company pays a dividend on its
Stock, you will, however, be
entitled to receive a cash
payment equal to the per-share
dividend paid on the Stock times
the number of vested Stock Units
that you hold as of the record
date for the dividend.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar
change in the Company stock, the
number of Stock Units covered by
this grant will be adjusted (and
rounded down to the nearest
whole number) in accordance with
the terms of the Plan.
	 
	 	 
	Applicable Law

	 	This Agreement will be
interpreted and enforced under
the laws of the State of
Delaware, other than any
conflicts or choice of law rule
or principle that might
otherwise refer construction or
interpretation of this Agreement
to the substantive law of
another jurisdiction.
	 
	 	 
	Consent to Electronic Delivery

	 	The Company may choose to
deliver certain statutory
materials relating to the Plan
in electronic form. By
accepting this grant you agree
that the Company may deliver the
Plan prospectus and the
Company’s annual report to you
in an electronic format. If at
any time you would prefer to
receive paper copies of these
documents, as you are entitled
to receive, the Company would be
pleased to provide copies.
Please contact
Stock Administration to request paper
copies of these documents.







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	The Plan

	 	The text of the Plan is
incorporated in this Agreement
by reference. This Agreement
and the Plan constitute the
entire understanding between you
and the Company regarding this
grant of Stock Units. Any prior
agreements, commitments or
negotiations concerning this
grant are superseded.






By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.





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