exv4w1



 





EXHIBIT 4.1




CERTIFICATE OF ELIMINATION




OF




SERIES A JUNIOR PARTICIPATING PREFERRED STOCK




OF




CIENA CORPORATION




               Ciena Corporation, a corporation organized and existing under the laws of the state of
Delaware (the “Corporation”) does hereby certify that:



               1. At a meeting on December 12, 2007, the Board of Directors of the Corporation adopted the
following resolutions approving the elimination of the Series A Junior Participating Preferred
Stock, par value $.01 per share, of the Corporation (“Series A Preferred Stock”), which resolutions
have not been amended or rescinded and remain in full force and effect:




“Whereas, the Rights Agreement previously entered into between the Corporation and
Computershare Trust Company, NA (f/k/a BankBoston, NA) (as amended, the “Rights Agreement”)
expires in accordance with its terms on December 29, 2007, and the Board has determined that
it is advisable and in the best interests of the Corporation and its stockholders to
eliminate the Series A Junior Participating Preferred Stock, par value $.01 per share, of
the Corporation (“Series A Preferred Stock”) upon expiration of the Rights Agreement;




Now, therefore be it resolved, that none of the authorized shares of the Series A
Preferred Stock are outstanding, and none of the authorized shares of Series A Preferred
Stock will be issued pursuant to the Certificate of Designations of Series A Junior
Participating Preferred Stock of the Corporation filed January 12, 1998 (the “Certificate of
Designations”);




Be it further resolved, that the Corporation be, and hereby is, authorized and
directed to file with the Secretary of State of the State of Delaware a certificate
containing these resolutions, with the effect under the General Corporation Law of the State
of Delaware of eliminating from the Third Restated Certificate of Incorporation, as amended,
all matters set forth in the Certificate of Designations with respect to the Series A
Preferred Stock;




Be it further resolved, that the officers of the Corporation be, and each of them
hereby is, authorized and directed for and on behalf of the Corporation, to execute and
deliver any and all certificates, agreements, instruments and other documents, and to take
any and all steps and do any and all things which they may deem necessary, advisable or
appropriate in order to effectuate the purposes of each and all of the foregoing
resolutions.”



               2. None of the authorized shares of Series A Preferred Stock are outstanding and none will be
issued subject to the Certificate of Designation previously filed in the office of the Secretary of
State of the State of Delaware on January 12, 1998 with respect to the Series A Preferred Stock.



               3. In accordance with the provisions of Section 151(g) of the Delaware General Corporation
Law, the Corporation’s Third Restated Certificate of
Incorporation, as amended, is hereby amended so as to eliminate all matters set forth in the Certificate of Designation with respect to
the Series A Preferred Stock.



               IN WITNESS WHEREOF, the undersigned has caused this Certificate of Elimination to be executed
this 2nd day of January, 2008.



	 	 	 	 	 
	 	CIENA CORPORATION

 	 
	 	By:  	/S/Gary B. Smith
 	 
	 	 	Gary B. Smith 	 
	 	 	President and Chief Executive Officer