exv10w1








Exhibit 10.1




			
	
	 	1201 Winterson Road

Linthicum, Maryland 21090-2205


410 694 5700 phone

410 694 5750 fax

www.ciena.com






February 2, 2010




Arthur D. Smith, Ph.D.

 5 Paddington Court

Baltimore, Maryland 21212




Dear Arthur:



This agreement is to confirm the terms and conditions of your continued employment with Ciena
Corporation (the “Company”). You and the Company hereby agree to the following:



1. You will continue to be employed in your current role and at not less than your current
compensation and benefits as Senior Vice President and Chief Integration Officer until July 31,
2010 or such earlier date as may be mutually agreed between you and the Company (the
“Transition Date”). Prior to the Transition Date, you and the Company will discuss in good
faith various other acceptable leadership positions for you within the Company following
performance of your current duties and responsibilities (an
“Alternate Position”). In the
event that you and the Company are unable to mutually agree on an Alternate Position on or before
the Transition Date, then you may elect to resign your employment as an officer and active employee
of the Company by providing at least 30 days advance notice in writing, which specifies the
effective date of your resignation (the “Resignation Date”).



2. You will be paid your regular base salary for all time worked through the Resignation Date, and
for any accrued and unused Personal Leave days through the Resignation Date, on the next regularly
scheduled payroll date following the Resignation Date. You may be eligible to receive a bonus
under the Company’s Incentive Bonus Plan in accordance with the terms of that plan and only for
each full bonus period that you work through the Resignation Date; provided, however, that you
will not be eligible to receive any bonus for the first half of fiscal 2010.



3. In the event that you remain continuously employed in good standing with the Company up to and
including the Transition Date, and you elect to resign your employment in accordance with Section
1 effective on or after the Transition Date but prior to December 31, 2010, then (i) the effective
date of your separation from the Company will be the earlier of December 31, 2010 or the date on
which you obtain employment with a third party (the “Separation Date”) and (ii) in
consideration of your acceptance of this agreement and of your past service to the Company, and
contingent upon your satisfactory performance of the duties and responsibilities as described in
Section 8 below, the Company will provide you with the following severance pay and benefits:





	 	a.	 	During the period from the Resignation Date through the Separation Date, you will
continue to be paid your regular base salary on regularly scheduled pay dates, and you
will be eligible to receive an incentive bonus for the second half of fiscal 2010 at your
current target bonus percentage, if and to the extent that the applicable goals are
achieved, in accordance with the terms and conditions of the Company’s Incentive Bonus
Plan. During this period you will not be required to report for work but will remain on the Company’s payroll and will be entitled
to certain benefits as set forth herein.




 









 











Arthur D. Smith, Ph.D.

February 2, 2010

Page 2 of 6







	 	b.	 	Your health care coverage (medical, dental and vision) under the Company’s group
benefit plans
will continue until the earlier of the Separation Date or the date on which you become
eligible
for comparable coverage under the health plan of another employer. Thereafter, if you
elect to
continue these benefits through COBRA, you will be required to pay the same premium as
active
employees, with the Company subsidizing the balance of the COBRA premium, for the period
covered by your severance payment. When the period covered by your severance payment ends,
you will be responsible for the full cost of the COBRA premium.
	 
	 	c.	 	The Company will pay you a lump sum severance payment equal to the sum of 52 weeks of
your
regular base salary ($350,000) and incentive bonus at your current target bonus percentage
(based on the assumption that the goals for payment of your bonus are achieved at a level
entitling you to be paid 100% of your target bonus for one year) ($262,500), minus
the sum of
the salary and any bonus paid to you pursuant to Section 3(a) above. This payment will be
made
on the later of the next regularly scheduled pay date after the Separation Date or the
eighth day
following your signing of the general release, provided that you have not revoked your
release as
provided therein. In the event that it is determined that you are entitled to pay, or pay
in lieu of
notice, under any applicable federal or state law, then this severance pay shall be deemed
attributable to such pay or pay in lieu of notice.
	 
	 	d.	 	You will not be entitled to any additional equity grants after the Resignation Date.
Your
outstanding stock options and restricted stock units (including restricted stock units and
performance-adjusted restricted stock units) will continue vesting in accordance with
their terms
until the Separation Date, at which time any unvested options or restricted stock units
will be
forfeited. Thereafter, you must elect to exercise the vested portion of your options in
accordance
with the terms of the plan under which they were granted or they will terminate in their
entirety.
	 
	 	e.	 	Consistent with Company policy, and provided that you submit the requisite
documentation by
no later than 30 days after the Resignation Date, the Company will reimburse you for any
business-related expenses incurred by you through the Resignation Date.
	 
	 	f.	 	The Company will reimburse you for reasonable 2009 and 2010 tax return preparation
and
financial planning services provided by the Company through Deloitte & Touche or a vendor
of
your choice, up to a maximum of $10,000 per year, in accordance with the current Executive
Benefits Plan.
	 
	 	g.	 	You will be entitled to a one-day in-depth physical examination by no later than 30
days after the
Resignation Date (provided that you have not already had such an examination in 2010).
Please
contact the Executive Health Program at Johns Hopkins to set up an appointment.
	 
	 	h.	 	The Company will continue to indemnify you, and to maintain in full force and effect
insurance for any claims made against you, on account of anything alleged to have
occurred during your employment with the Company, to the same extent as the Company
currently indemnifies you and maintains such insurance.






     All payments to be made by the Company hereunder shall be reduced by any tax or other
amounts required to be withheld by the Company under applicable law and all other deductions
authorized by you. Each of the cash payments provided pursuant to this Section 3 shall be treated for
purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as a
right to a series of separate payments. Because you are a “specified employee,” as such term is
defined pursuant to Section 409A of the Code and the regulations and guidance issued
thereunder, to the extent that the cash payments provided pursuant to this Section 3 that are
made after March 15, 2011 but within six months of the Separation Date exceed two times the
applicable limits set forth in Section 401(a)(17) of the Code (such excess amounts, the
“Excess Amount”), then the Excess Amount will not be paid until the first business day
of the seventh month following the Separation Date. All reimbursements to which you are
entitled will be paid to you as promptly as practicable and in any event not later than
December 31, 2010, and the amount of expenses eligible for reimbursement during any calendar
year will not affect the amount of expenses eligible for reimbursement in any other calendar
year.



 









 





Arthur D. Smith, Ph.D.

February 2, 2010

Page 3 of 6





4. Your participation in the Company’s 401(k) Plan will end as of the Resignation Date. You will
be entitled to receive a distribution of your account balance in accordance with the terms of the
Plan. If you wish to receive a distribution or roll over your account to another qualified plan or
IRA, please contact the Benefits Department.



5. The Amended and Restated Change in Control Severance Agreement between you and the Company will
be terminated and of no further force and effect as of the Resignation Date.



6. Except as expressly provided for above, all other benefits, including but not limited to
long-term disability and life insurance, will end as of the Resignation Date. Any conversion
and/or continuation rights that you may have regarding such insurance will be in accordance with
the terms of the insurance policies.



7. Except as expressly provided for above, you will be entitled to no other or further
compensation, remuneration or benefits from the Company, and the Company will have no further
obligation or liability therefor.



8. You hereby agree as follows:





	 	a.	 	On or immediately prior to the Resignation Date, you will execute and return a
general
waiver and release of all claims against the Company in the form attached as
Exhibit A
hereto.
	 
	 	b.	 	On or before the Resignation Date, you will return promptly to the Company any
and all
documents, materials and information (whether in hard copy, on electronic media or
otherwise) related to the business of the Company, and all keys, access cards, credit
cards,
computer hardware and software, cell phones and PDAs, and other property of the Company
in your possession or control. Further, you will not retain any copy of any documents,
materials and information (whether in hard copy, on electronic media or otherwise)
related to
the business of the Company. You will disclose to the Company all passwords necessary
or
desirable to enable the Company to access all information that you have
password-protected
on any of its equipment or on its computer network or system.
	 
	 	c.	 	On or before the Resignation Date, you will execute and deliver to the Company
letters of
resignation effective as of the Resignation Date, in the form(s) provided by the
Company, as
an officer of the Company and as a director and/or officer of certain of the Company’s
subsidiaries.




 









 











Arthur D. Smith, Ph.D.

February 2, 2010

Page 4 of 6





	 	d.	 	You acknowledge that, under Section 16 of the Securities Exchange Act of 1934,
as
amended, (i) you remain obligated to report all transactions in the Company’s stock that
occur on or before the Resignation Date and (ii) you are responsible for making all
required
filings with the SEC and NASDAQ with respect to all holdings of and transactions in the
Company’s stock after the Resignation Date that were not previously reported. You agree
to
make all such required filings in accordance with the applicable rules and to provide
the
Company with a copy thereof.
	 
	 	e.	 	You will cooperate with the Company with respect to all matters arising during
or related to
your employment with the Company, including all matters in connection with any
governmental investigation, litigation or regulatory or other proceeding that may have
arising
or which may arise following the signing of this agreement. The Company will reimburse
your out-of-pocket expenses incurred in complying with Company requests hereunder,
provided such expenses are authorized by the Company in advance.
	 
	 	f.	 	You acknowledge that as of and after the Resignation Date, you continue to be
bound by
certain obligations as set forth in the Proprietary Information, Inventions and Non-Solicitation Agreement dated May 19, 1997 between you and the Company (the
“Proprietary Information Agreement”), including your obligation not to disclose to any third
party any
Company Proprietary Information (as defined therein). Concurrent with the signing of
this
agreement, you will execute a Termination Certification (Annex B to the Proprietary
Information Agreement) and provide the same to the Company.
	 
	 	g.	 	You agree that, as a condition to your right to receive the severance pay and
benefits set forth
in Section 3, for a period of 12 months following the Resignation Date you will not,
whether
alone or as a partner, officer, director, consultant, contractor, agent, employee or
stockholder
of any company or other commercial enterprise, directly or indirectly, without the
prior
written consent of the Company:






	 	i.	 	be employed or engaged by or associated with, or engage or
invest in, own, manage, operate, finance, control or participate in the
ownership, management, operation, financing or control of, any of the
following companies (or their affiliates or subsidiaries): ADVA,
Alcatel-Lucent, Cisco, Ericsson, Fujitsu, Huawei, Infinera, Nokia Siemens
Networks or Tellabs; provided, however, that you may purchase or otherwise
acquire as a passive investment up to (but not more than) one percent of any
class of security of any enterprise (but without otherwise participating in
the activities of such enterprise) if such securities are listed on any
national or regional securities exchange or have been registered under Section
12(g) of the Securities Exchange Act of 1934; or
	 
	 	ii.	 	(A) solicit or induce any employee of the Company to leave the
employ of the Company, (B) solicit business of the same or similar type being
carried on by the Company from any person known by you to have purchased
products or services from the Company within the 12 months prior to the
Resignation Date, (C) unlawfully interfere with the Company’s relationship with
any person, including any person who was an employee, contractor, supplier or
customer of the Company, or (D) disparage the Company or any of its
shareholders, directors, officers, employees or agents.






 












 





Arthur D.Smith, Ph.D.

February 2, 2010

Page 5 of 6





	 	 	 	You acknowledge and agree that the covenants set forth in this Section 8(g), including
but not limited to the subject matter, scope and duration of such covenants, are fair
and reasonable and are necessary for the protection of the legitimate business interests
of the Company. You further agree that any breach of the covenants set forth in this
Section 8(g) would cause irreparable damage to the Company and that, in the event of
such breach, and in addition to any and all remedies at law, the Company shall have the
right to an injunction, specific performance or other equitable relief to prevent or
redress the violation of such covenants.
	 
	 	 	 	You and the Company acknowledge and agree that the covenants set forth in this Section
8(g) supersede in their entirety the covenants set forth in Section 9 of the
Proprietary Information Agreement, which shall be deemed of no further force and
effect.




9. You acknowledge that this agreement is a full and accurate embodiment of the understanding
between you and the Company and that it supersedes any prior or contemporaneous communications,
agreements or understandings, whether written or oral, made by the parties. The terms of this
agreement may not be modified, except by mutual written consent of the parties:



10. If any provision of this agreement or any portion or provision hereof applicable to any
particular situation or circumstance is held invalid, the remainder of this agreement or the
remainder of such provision (as the case may be), and the application thereof to other situations
or circumstances, shall not be affected thereby.



11. Unless required to do so by legal process or by a court or government agency, you agree not to
disseminate or disclose the fact of or terms of this agreement, the discussions leading to this
agreement, or any subsidiary undertakings required by this agreement, except to legal counsel or
tax advisers, or as may become necessary to comply with or enforce the terms of this agreement.
You further agree that no part of this agreement is to be used as or admitted into evidence in any
proceeding of any character, judicial, administrative or otherwise, now pending or subsequently
instituted, except in accordance with this paragraph.



12. This agreement will be interpreted and enforced in accordance with the laws of the State of
Maryland without regard to its choice of law principles.



13. This agreement shall not be deemed an admission of liability, or of a violation of any
application law, rule, regulation or order, of any kind,



If the terms of this agreement are acceptable, please indicate your acceptance by signing below
and return to me a signed copy of this agreement.








 









 








Arthur D. Smith, Ph.D.

February 2, 2010

Page 6 of 6




Please let me know if you have any questions.




Sincerely,




Ciena Corporation




	 	 	 	 	 
	 	 	 
	  	/s/ Randy Harris
 	 	 
	 	Randy Harris 	 	 
	 	SVP & Chief Human Resources Officer 	 	 
	 



ACCEPTED AND AGREED:




	 	 	 	 
	
/s/ Arthur D. Smith

	 	2/2/2010	 
	 

	 	 	 
	Arthur D. Smith

	 	Date	 






 









 






EXHIBIT
A




GENERAL RELEASE


This General Release is made between Ciena Corporation, a Delaware corporation (the “Company”) and
Arthur D. Smith (the “Executive”).



WHEREAS, the Executive has been employed by the Company in the capacity of Senior Vice President
and Chief Integration Officer, and has resigned such employment; and



WHEREAS, the Company has agreed, pursuant to the terms of a letter agreement dated February 2,
2010 (the “Agreement”) to provide certain pay and other benefits to which the Executive would not
otherwise be entitled.



The Company and the Executive agree as follows:



1. In consideration of the pay and other benefits set forth in the Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Executive, on behalf of himself and his heirs, representative, successors and assigns, hereby
releases, waives and fully discharges the Company and its affiliates, subsidiaries, officers,
directors, employees, agents, representatives, successors and assigns (collectively, the “Company
et al.”), absolutely, unconditionally and irrevocably, from, against, and in respect of any and all
claims, actions, suits, proceedings, demands, judgments, costs and expenses (including attorneys’
fees and court costs), liabilities, obligations or damages of any kind or nature whatsoever,
whether asserted or unasserted, mature or contingent, known or unknown, which he ever had, now have
or may have against the Company et al., from the beginning of time up to the date of this General
Release, directly or indirectly relating to or arising out of his employment and employment
relationship with the Company and the separation thereof, including but not limited to any claims
of wrongful termination, constructive discharge, defamation, infliction of emotional distress,
breach of express or implied contract, fraud, misrepresentation or liability in any other theory of
tort of contract (whether at law, in equity or otherwise), claims of any kind that may be brought
in any court or administrative agency, any claims brought under Title VII of the Civil Rights Act
of 1964, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Rehabilitation Act, the
Americans with Disabilities Act, the Age Discrimination in Employment Act, the Equal Pay Act, the
Employee Retirement Income Security Act, the Family and Medical Leave Act, or any other federal,
state or local law relating to employment, business expenses, employee benefits or the termination
of employment. The Executive hereby forever releases the Company et al. from any liability or
obligation to reinstate or reemploy him in any capacity, and waives any right to future employment
with the Company.



2. In consideration of the Agreement and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company hereby releases, waives and fully
discharges the Executive and his heirs, representatives, successors and assigns, absolutely,
unconditionally and irrevocably, from, against and in respect of any and all claims, actions,
suits, proceedings, demands, judgments, costs and expenses (including attorneys’ fees and court
costs), liabilities, obligations or damages of any kind or nature whatsoever, whether asserted or
unasserted, mature or contingent, known or unknown, which the Company ever had, now has or may
have against the Executive from the beginning of time up to the date of this General Release,
directly or indirectly relating to or arising out of the Executive’s employment and employment
relationship with the Company and the separation thereof.



3. Nothing in this General Release will affect the ability of either the Company or the Executive
to enforce rights or entitlements provided for under the Agreement, or any rights or entitlements
that may arise after the date of this General Release. In the event that the Executive should
decide to commence
any
litigation, action or proceeding against the Company et al. except as it relates to the
enforcement of any rights he may have under the Agreement or that arise after the date of this
General Release, the Executive will be obligated to repay the Company the additional consideration
paid pursuant to the Agreement and will be deemed to have breached this General Release and will be
liable for any damages, costs and attorneys fees suffered by the
Company et al. as a result of such
breach.





 









 







4. The Executive expressly acknowledges and certifies that he has read this General Release
carefully, that he has been advised by the Company and has had the opportunity to consult with
counsel before signing this General Release if he believed that was necessary, and that he has
freely, voluntarily and knowingly entered into this General Release after due consideration. The
Executive acknowledges and confirms that no promise or inducement has been offered to him by the
Company or any of its agents, except as expressly set forth herein, and that he is not relying
upon any such promise or inducement in entering into this General Release. The Executive further
acknowledges and confirms that the consideration offered pursuant to this General Release exceeds
any payment, benefit or other thing of value to which he would otherwise be entitled.



5. The Executive understands that he 21 days to consider, execute and deliver this General Release
to the Company, but that if he knowingly and voluntarily chooses to do so, he may execute this
General Release before the 21 day consideration period has expired. The Executive further
understands that he may revoke his acceptance of this General Release within seven days of its
execution by providing written notice of revocation to the General Counsel of the Company on or
before the seventh calendar day after he signs this General Release.



6. This Release will be interpreted and enforced in accordance with the laws of the State of
Maryland. THIS IS A FINAL RELEASE. No modification, alteration or waiver of any provision hereof
shall be binding upon either Executive or the Company unless evidenced in writing and signed by
both
parties.




	 	 	 
	CIENA CORPORATION	 	EXECUTIVE
	 
	 	 
	By:  


	 	  

Arthur
D. Smith
	Name:  


	 	 
	Title:  


	 	Date: 

	Date: