exv4w1



 






EXHIBIT 4.1




	 	 	 
	COMMON STOCK

	 	COMMON STOCK
	 
	 	 
	PAR VALUE $.01

	 	This Certificate is transferable in
	 

	 	Canton, MA and New Jersey City, NJ
	 
	 	 
	CERTIFICATE NUMBER

	 	SHARES
	****************

	 	****************











CIENA CORPORATION



INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




	 	 	 	 	 
	THIS CERTIFIES THAT

	 	****************
	 	CUSIP 171779 30 9
	 

	 	 	 	SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
	is the owner of

	 	****************	 	 






FULLY
PAID AND NONASSESSABLE SHARES, PAR VALUE $.01 PER SHARE, OF THE
COMMON STOCK OF



CIENA CORPORATION transferable upon the books of the Corporation in person or by attorney upon
surrender of this
Certificate properly endorsed or assigned. This Certificate and the shares represented hereby are
subject to the
laws of the State of Delaware and to provisions of the Certificate of Incorporation and By-Laws of
the
Corporation as from time to time amended. This Certificate is not valid unless countersigned and
registered by
the Transfer Agent and Registrar.


Witness the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DATED: <<Month Day, Year>>	 	 
	 
	 	 	 	 	 	 	 	 
	President and Chief Executive Officer	 	[ SEAL ]	 	COUNTERSIGNED AND REGISTERED:	 	 
	 	 	 	COMPUTERSHARE TRUST COMPANY, N.A.	 	 
	 	 	 	TRANSFER AGENT AND REGISTRAR,	 	 
	 
	 	 	 	 	 	 	 
	 

Chief Financial Officer and Assistant Secretary

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

AUTHORIZED SIGNATURE
	 	 






SECURITY INSTRUCTIONS ON REVERSE





 









 








CIENA CORPORATION



THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. A STATEMENT OF THE POWERS,
DESIGNATIONS, PREFERENCES AND THE RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH
CLASS AND SERIES OF STOCK AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS WILL BE PROVDED WITHOUT CHARGE TO EACH STOCKHOLDER UPON REQUEST TO THE CORPORATION.



The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as
though they were written out in full according to applicable laws or regulations:




	 	 	 
	TEN COM — as tenants in common

	 	UNIF GIFT MIN ACT ________ Custodian ________
	 

	 	(Cust)                 
         (Minor)
	TEN ENT — as tenants by the entireties

	 	under Uniform Gifts to Minors Act ________
	 

	 	                                      
                                            
                         (State)
	JT TEN — as joint tenants with rights of survivorship and not as

	 	UNIF TRF MIN ACT ________ Custodian (until age __) ________
	                    tenants in common

	 	(Cust)                 
         (Minor)
	 

	 	under Uniform Transfers to Minors Act ________
	 

	 	                                                 
                                                           (State)





Additional abbreviations may also be used though not in the above list.




ASSIGNMENT




PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE




	 	 
	For value received, _______________ hereby sell, assign and transfer unto
	 






 





(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)




 





 




Shares


 





of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint




Attorney

 





to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.




	 	 	 	 	 	 	 
	Dated:

	 	__________________________________________________, 20___	 	Signature(s) Guaranteed: Medallion Guarantee Stamp
THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.
	Signature:

	 	________________________________________________________	 	 
	Signature:

	 	________________________________________________________	 	 
	 

	 	Notice:
	 	The signature to this assignment must correspond with the name
as written upon the face of the Certificate, in every particular,
without alteration or enlargement, or any change whatever.