exv10w35






Exhibit 10.35




 




CIENA CORPORATION




2010 INDUCEMENT EQUITY AWARD PLAN




 















 





TABLE OF CONTENTS




	 	 	 
	 	 	Page
	1. PURPOSE 
	 	1
	2. DEFINITIONS 
	 	1
	3. ADMINISTRATION OF THE PLAN 
	 	4
	3.1. Board
	 	4
	3.2. Committee
	 	4
	3.3. Terms of Awards
	 	5
	3.4. Deferral Arrangement
	 	6
	3.5. No Liability
	 	6
	3.6. Share Issuance/Book-Entry
	 	6
	4. STOCK SUBJECT TO THE PLAN 
	 	6
	4.1. Number of Shares Available for Awards
	 	6
	4.2. Share Usage
	 	6
	5. EFFECTIVE DATE, DURATION AND AMENDMENTS 
	 	6
	5.1. Effective Date
	 	6
	5.2. Term
	 	7
	5.3. Amendment and Termination of the Plan
	 	7
	6. AWARD ELIGIBILITY AND LIMITATIONS 
	 	7
	6.1. Eligible Employees and Other Persons
	 	7
	7. AWARD AGREEMENT 
	 	7
	8. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS
	 	7
	8.1. Grant of Restricted Stock or Restricted Stock Units
	 	7
	8.2. Restrictions
	 	8
	8.3. Restricted Stock Certificates
	 	8
	8.4. Rights of Holders of Restricted Stock
	 	8
	8.5. Rights of Holders of Restricted Stock Units
	 	8
	8.5.1. Voting and Dividend Rights
	 	8
	8.5.2. Creditor’s Rights
	 	9
	8.6. Termination of Service
	 	9
	8.7. Purchase of Restricted Stock and Shares Subject to Restricted Stock Units
	 	9
	8.8. Delivery of Stock
	 	9
	9. FORM OF PAYMENT FOR RESTRICTED STOCK 
	 	10
	9.1. General Rule
	 	10
	9.2. Surrender of Stock
	 	10
	9.3. Other Forms of Payment
	 	10
	10. RESERVED 
	 	10
	11. PARACHUTE LIMITATIONS 
	 	10
	12. REQUIREMENTS OF LAW 
	 	11
	12.1. General
	 	11
	12.2. Rule 16b-3
	 	12
	13. EFFECT OF CHANGES IN CAPITALIZATION 
	 	12






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	 	 	Page
	13.1. Changes in Stock
	 	12
	13.2. Reorganization in Which the Company Is the Surviving Entity Which
does not Constitute a Corporate Transaction
	 	12
	13.3. Corporate Transaction in which Awards are not Assumed
	 	12
	13.4. Corporate Transaction in which Awards are Assumed
	 	13
	13.5. Adjustments
	 	13
	13.6. No Limitations on Company
	 	13
	14. GENERAL PROVISIONS 
	 	13
	14.1. Disclaimer of Rights
	 	13
	14.2. Nonexclusivity of the Plan
	 	14
	14.3. Withholding Taxes
	 	14
	14.4. Captions
	 	15
	14.5. Other Provisions
	 	15
	14.6. Number and Gender
	 	15
	14.7. Severability
	 	15
	14.8. Governing Law
	 	15
	14.9. Section 409A of the Code
	 	15
	14.10. Stockholder Approval Not Required
	 	15











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CIENA CORPORATION

2010 INDUCEMENT EQUITY AWARD PLAN




     Ciena Corporation, a Delaware corporation (the “Company”), sets forth herein the terms of its
2010 Inducement Equity Award Plan (the “Plan”), as follows:



1. PURPOSE




     The Plan is principally intended to enhance the Company’s and its Affiliates’ (as defined
herein) ability to attract and retain certain key employees transferred to the Company in
connection with its pending acquisition of substantially all of the optical networking and carrier
Ethernet assets of Nortel’s Metro Ethernet Networks (MEN) business. This Plan is also intended to
motivate such persons to serve the Company and its Affiliates and to expend maximum effort to
improve the business results and earnings of the Company, by providing to such persons an
opportunity to acquire or increase a direct proprietary interest in the operations and future
success of the Company. To this end, the Plan provides for the grant of Restricted Stock Units and
Restricted Stock. The Plan, eligibility of Grantees and Awards to be issued hereunder are intended
to qualify under Nasdaq Marketplace Rule 5635(c)(4) permitting the adoption of the Plan and
issuance of Awards hereunder without stockholder approval.



2. DEFINITIONS




     For purposes of interpreting the Plan and related documents (including Award Agreements), the
following definitions shall apply:



     2.1 “Affiliate” means, with respect to the Company, any company or other trade or business
that controls, is controlled by or is under common control with the Company within the meaning of
Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.



     2.2 “Award” means a grant of Restricted Stock or Restricted Stock Unit under the Plan.



     2.3 “Award Agreement” means the agreement between the Company and a Grantee that evidences and
sets out the terms and conditions of an Award.



     2.4 “Benefit Arrangement” shall have the meaning set forth in Section 11 hereof.



     2.5 “Board” means the Board of Directors of the Company.



     2.6 “Cause” means, as determined by the Board and unless otherwise provided in an applicable
agreement with the Company or an Affiliate, (i) gross negligence or willful misconduct in
connection with the performance of duties; (ii) plea of a felony or conviction of a criminal
offense (other than minor traffic offenses); or (iii) material
breach of any term of any employment, consulting or other services, confidentiality, intellectual property or
non-competition agreements, if any, between the Grantee and the Company or an Affiliate.














 








     2.7 “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.



     2.8 “Committee” means a committee of, and designated from time to time by resolution of, the
Board, which shall be constituted as provided in Section 3.2.



     2.9 “Company” means Ciena Corporation.



     2.10 “Corporate Transaction” means (i) any person or group of persons (as defined in Section
13(d) and 14(d) of the Exchange Act) together with its affiliates, excluding employee benefit plans
of the Company, is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule
13d-3 of the Exchange Act) of securities of the Company representing 50% or more of the combined
voting power of the Company’s then outstanding securities; (ii) the dissolution or liquidation of
the Company or a merger, consolidation, or reorganization of the Company with one or more other
entities in which the Company is not the surviving entity, (iii) a sale of substantially all of the
assets of the Company to another person or entity, or (iii) any transaction (including without
limitation a merger or reorganization in which the Company is the surviving entity) which results
in any person or entity owning 50% or more of the combined voting power of all classes of stock of
the Company.



     2.11 “Disability” means the Grantee is unable to perform each of the essential duties of such
Grantee’s position by reason of a medically determinable physical or mental impairment which is
potentially permanent in character or which can be expected to last for a continuous period of not
less than 12 months.



     2.12 “Effective Date” means December 8, 2009, provided that the effectiveness of any Awards
granted hereunder shall be contingent upon the successful completion of the Company’s acquisition
of substantially all of the optical networking and carrier Ethernet assets of the Metro Ethernet
Networks business of Nortel Networks Corporation (“Nortel”) and its Affiliates pursuant to those
certain asset purchase agreements, as amended, by and between the Company, Nortel, certain
Affiliates of each party and certain administrators acting in such capacity in connection with
various Nortel’s insolvency proceedings (the “Nortel Asset Acquisition”).



     2.13 “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as
hereafter amended.



     2.14 “Fair Market Value” means the value of a share of Stock, determined as follows: if on
the Grant Date or other determination date the Stock is listed on an established national or
regional stock exchange, or is publicly traded on an established securities market, the Fair Market
Value of a share of Stock shall be the closing price of the Stock on such exchange or in such
market (if there is more than one such exchange or market the Board shall determine the appropriate
exchange or market) on the Grant Date or such other determination date (or if there is no such
reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest
asked prices or between the high and low sale prices on such trading
day) or, if no sale of Stock is reported for such trading day, on the next preceding day on which any sale
shall have been reported. If the Stock is not listed on such an exchange or traded on such a
market, Fair Market Value shall be the value of the Stock as determined by the Board by the
reasonable application of a reasonable valuation method, in a manner consistent with Code Section
409A.




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     2.15 “Grant Date” means, as determined by the Board, the latest to occur of (i) the date as of
which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes
eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified
by the Board.



     2.16 “Grantee” means a person who receives or holds an Award under the Plan.



     2.17 “Other Agreement” shall have the meaning set forth in Section 12 hereof.



     2.18 “Outside Director” means a member of the Board who is not an officer or employee of the
Company.



     2.19 “Plan” means this Ciena Corporation 2010 Inducement Award Plan.



     2.20 “Purchase Price” means the purchase price for each share of Stock pursuant to a grant of
Restricted Stock or Unrestricted Stock.



     2.21 “Reporting Person” means a person who is required to file reports under Section 16(a) of
the Exchange Act.



     2.22 “Restricted Stock” means shares of Stock, awarded to a Grantee pursuant to Section 8
hereof.



     2.23 “Restricted Stock Unit” means a bookkeeping entry representing the equivalent of one
share of Stock awarded to a Grantee pursuant to Section 8 hereof.



     2.24 “Securities Act” means the Securities Act of 1933, as now in effect or as hereafter
amended.



     2.25 “Service” means service as an employee to the Company or an Affiliate. Unless otherwise
stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result
in interrupted or terminated Service, so long as such Grantee continues to be an employee to the
Company or an Affiliate. Subject to the preceding sentence, whether a termination of Service shall
have occurred for purposes of the Plan shall be determined by the Board, which determination shall
be final, binding and conclusive.



     2.26 “Stock” means the common stock, par value $0.01 per share, of the Company.



     2.27 “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of
Section 424(f) of the Code.



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3. ADMINISTRATION OF THE PLAN




          3.1. Board.




     The Board shall have such powers and authorities related to the administration of the Plan as
are consistent with the Company’s certificate of incorporation and by-laws and applicable law. The
Board shall have full power and authority to take all actions and to make all determinations
required or provided for under the Plan, any Award or any Award Agreement, and shall have full
power and authority to take all such other actions and make all such other determinations not
inconsistent with the specific terms and provisions of the Plan that the Board deems to be
necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All
such actions and determinations shall be by the affirmative vote of a majority of the members of
the Board present at a meeting or by unanimous consent of the Board executed in writing in
accordance with the Company’s certificate of incorporation and by-laws and applicable law. The
interpretation and construction by the Board of any provision of the Plan, any Award or any Award
Agreement shall be final, binding and conclusive.



          3.2. Committee.




     The Board from time to time may delegate to the Committee such powers and authorities related
to the administration and implementation of the Plan, as set forth in Section 3.1 above and other
applicable provisions, as the Board shall determine, consistent with the certificate of
incorporation and by-laws of the Company and applicable law.




          (i) Except as provided in Subsection (ii) and except as the Board may otherwise
determine, the Committee, if any, appointed by the Board to administer the Plan shall
consist of two or more Outside Directors of the Company who: (a) qualify as “outside
directors” within the meaning of Section 162(m) of the Code and who (b) meet such other
requirements as may be established from time to time by the Securities and Exchange
Commission for plans intended to qualify for exemption under Rule 16b-3 (or its successor)
under the Exchange Act and who (c) comply with the independence requirements of the stock
exchange on which the Common Stock is listed. Discretionary Awards to Outside Directors
shall be administered only by the Committee and may not be subject to discretion of or
determination by the Company’s management.




          (ii) The Board may also appoint one or more separate Committees of the Board, each
composed of one or more directors of the Company who need not be Outside Directors, who may
administer the Plan with respect to employees who are not executive officers (as defined
under Rule 3b-7 or the Exchange Act) or directors of the Company, may grant Awards under the
Plan to such employees, and may determine all terms of such Awards.



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In the event that the Plan, any Award or any Award Agreement entered into hereunder provides for
any action to be taken by or determination to be made by the Board, such action may be taken or
such determination may be made by the Committee if the power and authority to do so has been
delegated to the Committee by the Board as provided for in this Section. Unless otherwise expressly
determined by the Board, any such action or determination by the Committee shall be final, binding
and conclusive. To the extent permitted by law, the Committee may delegate its authority under the
Plan to a member of the Board or such other person.




          3.3. Terms of Awards.




     Subject to the other terms and conditions of the Plan, the Board shall have full and final
authority to:



     (i) designate Grantees,



     (ii) determine the type or types of Awards to be made to a Grantee,



     (iii) determine the number of shares of Stock to be subject to an Award,



     (iv) establish the terms and conditions of each Award relating to the vesting, transfer, or
forfeiture of an Award or the shares of Stock subject thereto, the treatment of an Award in the
event of a change of control, and any other terms or conditions,



     (v) prescribe the form of each Award Agreement evidencing an Award, and



     (vi) amend, modify, or supplement the terms of any outstanding Award. Such authority
specifically includes the authority, in order to effectuate the purposes of the Plan but without
amending the Plan, to make or modify Awards to eligible individuals who are foreign nationals or
are individuals who are employed outside the United States to recognize differences in local law,
tax policy, or custom. Notwithstanding the foregoing, no amendment, modification or supplement of
any Award shall, without the consent of the Grantee, impair the Grantee’s rights under such Award.



     The Company may retain the right in an Award Agreement to cause a forfeiture of the gain
realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in
conflict with any employment agreement, non-competition agreement, any agreement prohibiting
solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality
obligation with respect to the Company or any Affiliate thereof or otherwise in competition with
the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to
the Grantee. In addition, the Company may terminate and cause the forfeiture of an Award if the
Grantee is an employee of the Company or an Affiliate thereof and is terminated for Cause as
defined in the applicable Award Agreement or the Plan, as applicable.



     Furthermore, if the Company is required to prepare an accounting restatement due to the
material noncompliance of the Company, as a result of misconduct, with any financial reporting
requirement under the securities laws, the individuals subject to automatic forfeiture under
Section 304 of the Sarbanes-Oxley Act of 2002 and any Grantee who knowingly engaged in the
misconduct, was grossly negligent in engaging in the misconduct,
knowingly failed to prevent the misconduct or was grossly negligent in failing to prevent the misconduct, shall reimburse the
Company the amount of any payment in settlement of an Award earned or accrued during the 12-month
period following the first public issuance or filing with the United States Securities and Exchange
Commission (whichever first occurred) of the financial document that contained such material
noncompliance.




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          3.4. Deferral Arrangement.




     The Board may permit or require the deferral of any Award payment into a deferred compensation
arrangement, subject to such rules and procedures as it may establish, which may include provisions
for the payment or crediting of interest or dividend equivalents, including converting such credits
into deferred Stock equivalents. Any such deferrals shall be made in a manner that complies with
Code Section 409A.



          3.5. No Liability.




     No member of the Board or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any Award or Award Agreement.



          3.6. Share Issuance/Book-Entry.




     Notwithstanding any provision of this Plan to the contrary, the issuance of the Stock under
the Plan may be evidenced in such a manner as the Board, in its discretion, deems appropriate,
including, without limitation, book-entry registration or issuance of one or more Stock
certificates.



4. STOCK SUBJECT TO THE PLAN




          4.1. Number of Shares Available for Awards.




     Subject to adjustment as provided in Section 13 hereof, the number of shares of Stock
available for issuance under the Plan shall be two million two hundred fifty thousand (2,250,000).
Stock issued or to be issued under the Plan shall be authorized but unissued shares; or, to the
extent permitted by applicable law, issued shares that have been reacquired by the Company.



          4.2. Share Usage.




     Shares covered by an Award shall be counted as used as of the Grant Date. Any shares subject
to Awards shall be counted against the limit set forth in Section 4.1 as one share for every one
share granted.



5. EFFECTIVE DATE, DURATION AND AMENDMENTS




          5.1. Effective Date.




     The Plan shall be effective as of the Effective Date.



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          5.2. Term.




     The Plan shall terminate automatically one year following the closing date of the Nortel Asset
Acquisition and may be terminated on any earlier date as provided in Section 5.3. No Awards may be
issued under the Plan following termination. Upon termination, any shares of Stock available for
Awards under Section 4.1 shall cease to be available under this Plan and shall not be available for
issuance under any other existing equity incentive plan of the Company.



          5.3. Amendment and Termination of the Plan.




     The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to
any shares of Stock as to which Awards have not been made. An amendment shall be contingent on
approval of the Company’s stockholders to the extent stated by the Board, required by applicable
law or required by applicable stock exchange listing requirements. No Awards shall be made after
termination of the Plan. No amendment, suspension, or termination of the Plan shall, without the
consent of the Grantee, impair rights or obligations under any Award theretofore awarded under the
Plan.



6. AWARD ELIGIBILITY AND LIMITATIONS




          6.1. Eligible Employees and Other Persons.




     Awards under the Plan shall be limited to (i) employees of the Company or any Affiliate who
are former employees of Nortel or its Affiliates and who become employees of the Company or any
Affiliate in connection with the Nortel Asset Acquisitions, and (ii) any other individual whose
participation in the Plan is determined to be in the best interests of the Company by the Board and
compliant with Nasdaq requirements applicable to the Plan.



7. AWARD AGREEMENT




     Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, in such form
or forms as the Board shall from time to time determine. Award Agreements granted from time to time
or at the same time need not contain similar provisions but shall be consistent with the terms of
the Plan.



8. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS




          8.1. Grant of Restricted Stock or Restricted Stock Units.




     Awards of Restricted Stock or Restricted Stock Units may be made for no consideration (other
than par value of the shares which is deemed paid by Services already rendered).



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          8.2. Restrictions.




     (a) At the time a grant of Restricted Stock or Restricted Stock Units is made, the Board may,
in its sole discretion, establish a period of time (a “restricted period”) applicable to such
Restricted Stock or Restricted Stock Units. Each Award of Restricted Stock or Restricted Stock
Units may be subject to a different restricted period. The Board may in its sole discretion, at the
time a grant of Restricted Stock or Restricted Stock Units is made, prescribe restrictions in
addition to or other than the expiration of the restricted period, including the satisfaction of
corporate or individual performance objectives, which may be applicable to all or any portion of
the Restricted Stock or Restricted Stock Units. Neither Restricted Stock nor Restricted Stock Units
may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the
restricted period or prior to the satisfaction of any other restrictions prescribed by the Board
with respect to such Restricted Stock or Restricted Stock Units.



     (b) Notwithstanding the terms of Section 8.2(a), and subject to Section 8.9 below, (i)
Restricted Stock and Restricted Stock Units that vest solely by the passage of time shall not vest
in full in less than three years from the Grant Date; and (ii) Restricted Stock and Restricted
Stock Units that vest, or are subject to acceleration of vesting, upon the achievement of
performance targets shall not vest in full in less than one year from the Grant Date.



          8.3. Restricted Stock Certificates.




     The Company shall issue, in the name of each Grantee to whom Restricted Stock has been
granted, stock certificates representing the total number of shares of Restricted Stock granted to
the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an
Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the
Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or the
restrictions lapse, or (ii) such certificates shall be delivered to the Grantee, provided,
however, that such certificates shall bear a legend or legends that comply with the
applicable securities laws and regulations and makes appropriate reference to the restrictions
imposed under the Plan and the Award Agreement.



          8.4. Rights of Holders of Restricted Stock.




     Unless the Board otherwise provides in an Award Agreement, holders of Restricted Stock shall
have the right to vote such Stock and the right to receive any dividends declared or paid with
respect to such Stock. The Board may provide that any dividends paid on Restricted Stock must be
reinvested in shares of Stock, which may or may not be subject to the same vesting conditions and
restrictions applicable to such Restricted Stock. All distributions, if any, received by a Grantee
with respect to Restricted Stock as a result of any stock split, stock dividend, combination of
shares, or other similar transaction shall be subject to the restrictions applicable to the
original Grant.



          8.5. Rights of Holders of Restricted Stock Units.




               8.5.1. Voting and Dividend Rights.



     Holders of Restricted Stock Units shall have no rights as stockholders of the Company. The
Board may provide in an Award Agreement evidencing a grant of Restricted Stock Units that the
holder of such Restricted Stock Units shall be entitled to receive,
upon the Company’s payment of a cash dividend on its outstanding Stock, a cash payment for each Restricted Stock Unit held equal
to the per-share dividend paid on the Stock. Such Award Agreement may also provide that such cash
payment will be deemed reinvested in additional Restricted Stock Units at a price per unit equal to
the Fair Market Value of a share of Stock on the date that such dividend is paid.




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               8.5.2. Creditor’s Rights.



     A holder of Restricted Stock Units shall have no rights other than those of a general creditor
of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the
Company, subject to the terms and conditions of the applicable Award Agreement.



          8.6. Termination of Service.




     (a) Unless the Board otherwise provides in an Award Agreement or in writing after the Award
Agreement is issued, upon the termination of a Grantee’s Service, any Restricted Stock or
Restricted Stock Units held by such Grantee that have not vested, or with respect to which all
applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon
forfeiture of Restricted Stock or Restricted Stock Units, the Grantee shall have no further rights
with respect to such Award, including but not limited to any right to vote Restricted Stock or any
right to receive dividends with respect to shares of Restricted Stock or Restricted Stock Units.



     (b) Notwithstanding the terms of Section 8.6(a), and subject to Section 8.9 below, the Board
may not (i) grant Restricted Stock or Restricted Stock Units that provide for acceleration of
vesting, except in the case of a Grantee’s death, disability or retirement, or upon or in
connection with a Corporate Transaction, or upon the satisfaction of performance-based vesting
conditions as provided in Section 8.2(b)(ii); or (ii) waive vesting restrictions or conditions
applicable to Restricted Stock or Restricted Stock Units, except in the case of a Grantee’s death,
disability or retirement or upon or in connection with a Corporation Transaction.



          8.7. Purchase of Restricted Stock and Shares Subject to Restricted Stock Units.




     The Grantee shall be required, to the extent required by applicable law, to purchase the
Restricted Stock or shares of Stock subject to vested Restricted Stock Units from the Company at a
Purchase Price equal to the greater of (i) the aggregate par value of the shares of Stock
represented by such Restricted Stock or Restricted Stock Units and (ii) the Purchase Price, if any,
specified in the Award Agreement relating to such Restricted Stock or Restricted Stock Units. The
Purchase Price shall be payable in a form described in Section 9 or, in the discretion of the
Board, in consideration for past or future Services rendered to the Company or an Affiliate.



          8.8. Delivery of Stock.




     Upon the expiration or termination of any restricted period and the satisfaction of any other
conditions prescribed by the Board, the restrictions applicable to shares of Restricted Stock or
Restricted Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award
Agreement, a stock certificate for such shares shall be delivered, free of all such restrictions,
to the Grantee or the Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor
the Grantee’s beneficiary or estate, shall have any further rights with regard to a Restricted
Stock Unit once the share of Stock represented by the Restricted Stock Unit has been delivered.



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9. FORM OF PAYMENT FOR RESTRICTED STOCK




          9.1. General Rule.




     Payment of the Purchase Price for Restricted Stock shall be made in cash or in cash
equivalents acceptable to the Company.



          9.2. Surrender of Stock.




     To the extent the Award Agreement so provides, payment of the Purchase Price for Restricted
Stock may be made all or in part through the tender or attestation to the Company of shares of
Stock, which shall be valued, for purposes of determining the extent to which the Purchase Price
has been paid thereby, at their Fair Market Value on the date of surrender.



          9.3. Other Forms of Payment.




     To the extent the Award Agreement so provides, payment of the Purchase Price for Restricted
Stock may be made in any other form that is consistent with applicable laws, regulations and rules,
including, without limitation, Service.



10. RESERVED




11. PARACHUTE LIMITATIONS




     Notwithstanding any other provision of this Plan or of any other agreement, contract, or
understanding heretofore or hereafter entered into by a Grantee with the Company or any Affiliate,
except an agreement, contract, or understanding that expressly addresses Section 280G or Section
4999 of the Code (an “Other Agreement”), and notwithstanding any formal or informal plan or other
arrangement for the direct or indirect provision of compensation to the Grantee (including groups
or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee (a
“Benefit Arrangement”), if the Grantee is a “disqualified individual,” as defined in Section
280G(c) of the Code, any Restricted Stock or Restricted Stock Unit held by that Grantee and any
right to receive any payment or other benefit under this Plan shall not become vested (i) to the
extent that such right to vesting, payment, or benefit, taking into account all other rights,
payments, or benefits to or for the Grantee under this Plan, all Other Agreements, and all Benefit
Arrangements, would cause any payment or benefit to the Grantee under this Plan to be considered a
“parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a
“Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the
aggregate after-tax amounts received by the Grantee from the Company under this Plan, all Other
Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could
be received by the Grantee without causing any such payment or benefit to be considered a Parachute
Payment. In the event that the receipt of any such right to vesting, payment, or benefit under this
Plan, in conjunction with all other rights, payments, or benefits to or for the Grantee under any
Other Agreement or any Benefit Arrangement would cause the Grantee to be considered to have received a
Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount
received by the Grantee as described in clause (ii) of the preceding sentence, then the Grantee
shall have the right, in the Grantee’s sole discretion, to designate those rights, payments, or
benefits under this Plan, any Other Agreements, and any Benefit Arrangements that should be reduced
or eliminated so as to avoid having the payment or benefit to the Grantee under this Plan be deemed
to be a Parachute Payment.




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12. REQUIREMENTS OF LAW




          12.1. General.




     The Company shall not be required to sell or issue any shares of Stock under any Award if the
sale or issuance of such shares would constitute a violation by the Grantee, or the Company of any
provision of any law or regulation of any governmental authority, including without limitation any
federal or state securities laws or regulations. If at any time the Company shall determine, in its
discretion, that the listing, registration or qualification of any shares subject to an Award upon
any securities exchange or under any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of
Stock may be issued or sold to the Grantee or any other individual pursuant to such Award unless
such listing, registration, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way
affect the date of termination of the Award. Without limiting the generality of the foregoing, in
connection with the Securities Act, upon the delivery of any shares of Stock underlying an Award,
unless a registration statement under such Act is in effect with respect to the shares of Stock
covered by such Award, the Company shall not be required to sell or issue such shares unless the
Board has received evidence satisfactory to it that the Grantee may acquire such shares pursuant
to an exemption from registration under the Securities Act. Any determination in this connection by
the Board shall be final, binding, and conclusive. The Company may, but shall in no event be
obligated to, register any securities covered hereby pursuant to the Securities Act. The Company
shall not be obligated to take any affirmative action in order to cause the issuance of shares of
Stock pursuant to the Plan to comply with any law or regulation of any governmental authority.



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          12.2. Rule 16b-3.




     During any time when the Company has a class of equity security registered under Section 12 of
the Exchange Act, it is the intent of the Company that Awards pursuant to the Plan will qualify for
the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of
the Plan or action by the Board does not comply with the requirements of Rule 16b-3, it shall be
deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not
affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may
exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements
of, or to take advantage of any features of, the revised exemption or its replacement.



13. EFFECT OF CHANGES IN CAPITALIZATION




          13.1. Changes in Stock.




     If the number of outstanding shares of Stock is increased or decreased or the shares of Stock
are changed into or exchanged for a different number or kind of shares or other securities of the
Company on account of any recapitalization, reclassification, stock split, reverse split,
combination of shares, exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of consideration by
the Company occurring after the Effective Date, the number and kinds of shares for which grants of
Awards may be made under the Plan, shall be adjusted proportionately and accordingly by the
Company. In addition, the number and kind of shares for which Awards are outstanding shall be
adjusted proportionately and accordingly so that the proportionate interest of the Grantee
immediately following such event shall, to the extent practicable, be the same as immediately
before such event. The conversion of any convertible securities of the Company shall not be treated
as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing,
in the event of any distribution to the Company’s stockholders of securities of any other entity or
other assets (including an extraordinary dividend but excluding a non-extraordinary dividend of the
Company) without receipt of consideration by the Company, the Company shall, in such manner as the
Company deems appropriate, adjust the number and kind of shares subject to outstanding Awards.




	 	13.2.	 	Reorganization in Which the Company Is the Surviving Entity Which does not
Constitute a Corporate Transaction.





     Subject to any contrary language in an Award Agreement evidencing an Award, any restrictions
applicable to such Award shall apply as well to any replacement shares received by the Grantee as a
result of the reorganization, merger or consolidation. In the event of a transaction described in
this Section 13.2, Restricted Stock Units shall be adjusted so as to apply to the securities that a
holder of the number of shares of Stock subject to the Restricted Stock Units would have been
entitled to receive immediately following such transaction.



          13.3. Corporate Transaction in which Awards are not Assumed.




     Upon the occurrence of a Corporate Transaction in which outstanding Restricted Stock Units and
Restricted Stock are not being assumed, substituted or continued all outstanding shares of
Restricted Stock shall be deemed to have vested, and all Restricted Stock Units shall be



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deemed to have vested and the shares of Stock subject thereto shall be delivered, immediately prior
to the occurrence of such Corporate Transaction. The Board may elect, in its sole discretion, to
cancel any outstanding Awards of Restricted Stock or Restricted Stock Units and pay or deliver, or
cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value
(as determined by the Board acting in good faith), equal to the formula or fixed price per share
paid to holders of shares of Stock.



          13.4. Corporate Transaction in which Awards are Assumed.




     The Plan, Restricted Stock Units and Restricted Stock theretofore granted shall continue in
the manner and under the terms so provided in the event of any Corporate Transaction to the extent
that provision is made in writing in connection with such Corporate Transaction for the assumption
or continuation of the Restricted Stock Units and Restricted Stock theretofore granted, or for the
substitution for such Restricted Stock Units and Restricted Stock for new restricted stock units
and restricted stock relating to the stock of a successor entity, or a parent or subsidiary
thereof, with appropriate adjustments as to the number of shares (disregarding any consideration
that is not common stock).



          13.5. Adjustments.




     Adjustments under this Section 13 related to shares of Stock or securities of the Company
shall be made by the Board, whose determination in that respect shall be final, binding and
conclusive. No fractional shares or other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case
by rounding downward to the nearest whole share. The Board may provide in the Award Agreements at
the time of grant, or any time thereafter with the consent of the Grantee, for different provisions
to apply to an Award in place of those described in Sections 13.1, 13.2, 13.3 and 13.4. This
Section 13 does not limit the Company’s ability to provide for alternative treatment of Awards
outstanding under the Plan in the event of change of control events that are not Corporate
Transactions.



          13.6. No Limitations on Company.




     The making of Awards pursuant to the Plan shall not affect or limit in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations, or changes of its
capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or
transfer all or any part of its business or assets.



14. GENERAL PROVISIONS




          14.1. Disclaimer of Rights.




     No provision in the Plan or in any Award or Award Agreement shall be construed to confer upon
any individual the right to remain in the employ or service of the Company or any Affiliate, or to
interfere in any way with any contractual or other right or authority of the Company either to
increase or decrease the compensation or other payments to any individual at any time, or to
terminate any employment or other relationship between any individual and the Company. In addition,
notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the
applicable Award Agreement, no Award granted under the Plan shall be
affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a director,
officer, consultant or employee of the Company or an Affiliate. The obligation of the Company to
pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only
those amounts described herein, in the manner and under the conditions prescribed herein. The Plan
shall in no way be interpreted to require the Company to transfer any amounts to a third party
trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary
under the terms of the Plan.




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          14.2. Nonexclusivity of the Plan.




     The adoption of the Plan shall not be construed as creating any limitations upon the right and
authority of the Board to adopt such other incentive compensation arrangements (which arrangements
may be applicable either generally to a class or classes of individuals or specifically to a
particular individual or particular individuals) as the Board in its discretion determines
desirable.



          14.3. Withholding Taxes.




     The Company or an Affiliate, as the case may be, shall have the right to deduct from payments
of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by
law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an
Award or upon the issuance of any shares of Stock pursuant to any Award. In furtherance of the
foregoing, the Company may provide in an Award Agreement that the Grantee shall, as a condition of
accepting the Award, direct a bank or broker, upon vesting or otherwise, to sell a portion of the
Shares underlying such Award that represent the amount, reasonably determined by the Company it its
discretion, necessary to cover the Company’s withholding obligation related to the Award and remit
the appropriate cash amount to the Company. If not otherwise provided in an Award Agreement, at the
time of such vesting, lapse, the Grantee shall pay to the Company or the Affiliate, as the case may
be, any amount that the Company or the Affiliate may reasonably determine to be necessary to
satisfy such withholding obligation. Subject to the prior approval of the Company or the Affiliate,
which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion,
the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company
or the Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (ii) by
delivering to the Company or the Affiliate shares of Stock already owned by the Grantee. The shares
of Stock so delivered or withheld shall have an aggregate Fair Market Value equal to such
withholding obligations. The Fair Market Value of the shares of Stock used to satisfy such
withholding obligation shall be determined by the Company or the Affiliate as of the date that the
amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to
this Section 14.3 may satisfy his or her withholding obligation only with shares of Stock that are
not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The
maximum number of shares of Stock that may be withheld from any Award to satisfy any federal, state
or local tax withholding requirements upon the vesting, lapse of restrictions applicable to such
Award or payment of shares pursuant to such Award, as applicable, cannot exceed such number of
shares having a Fair Market Value equal to the minimum statutory amount required by the Company to
be withheld and paid to any such federal, state or local taxing authority with respect to such
vesting, lapse of restrictions or payment of shares.



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          14.4. Captions.




     The use of captions in this Plan or any Award Agreement is for the convenience of reference
only and shall not affect the meaning of any provision of the Plan or such Award Agreement.



          14.5. Other Provisions.




     Each Award granted under the Plan may contain such other terms and conditions not inconsistent
with the Plan as may be determined by the Board, in its sole discretion.



          14.6. Number and Gender.




     With respect to words used in this Plan, the singular form shall include the plural form, the
masculine gender shall include the feminine gender, etc., as the context requires.



          14.7. Severability.




     If any provision of the Plan or any Award Agreement shall be determined to be illegal or
unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof
shall be severable and enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.



          14.8. Governing Law.




     The validity and construction of this Plan and the instruments evidencing the Awards hereunder
shall be governed by 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 Plan and the
instruments evidencing the Awards granted hereunder to the substantive laws of any other
jurisdiction.



          14.9. Section 409A of the Code.




     The Board intends to comply with Section 409A of the Code (“Section 409A”), or an exemption to
Section 409A, with regard to Awards hereunder that constitute nonqualified deferred compensation
within the meaning of Section 409A. To the extent that the Board determines that a Grantee would be
subject to the additional 20% tax imposed on certain nonqualified deferred compensation plans
pursuant to Section 409A as a result of any provision of any Award granted under this Plan, such
provision shall be deemed amended to the minimum extent necessary to avoid application of such
additional tax. The nature of any such amendment shall be determined by the Board.




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          14.10. Stockholder Approval Not Required.




     It is expressly intended that approval of the Company’s stockholders not be required as a
condition of the effectiveness of the Plan, and the Plan’s provisions shall be interpreted in a
manner consistent with such intent for all purposes. Specifically, Rule 5635(c)(4) promulgated by
The Nasdaq Stock Market generally requires stockholder approval for equity compensation
arrangements adopted by companies whose securities are listed on the
Nasdaq Global Market pursuant to which stock awards or stock may be acquired by officers, directors, employees, or
consultants of such companies. Nasdaq Marketplace Rule 5635(c)(4) provides an exception to this
requirement for issuances of securities to a person not previously an employee or director of the
issuer, or following a bona fide period of non-employment, as an inducement material to the
individual’s entering into employment with the issuer, provided such issuances are approved by
either the issuer’s independent compensation committee or a majority of the issuer’s independent
directors. Notwithstanding anything to the contrary herein, Awards under this Plan may only be
made to employees who have not previously been an employee or member of the Board of the Company or
an employee or director of a Parent or Subsidiary, or following a bona fide period of
non-employment by the Company or a Parent or Subsidiary, as an inducement material to the
employee’s entering into employment with the Company or a Subsidiary. Awards under the Plan will
be approved as set forth in Section 3 above by (i) the Committee, provided it is comprised solely
of two or more Independent Directors or (ii) a majority of the Company’s Independent Directors.
Accordingly, pursuant to Nasdaq Marketplace Rule 5635(c)(4), the issuance of Awards and the Stock
issuable from such Awards pursuant to this Plan are not subject to the approval of the Company’s
stockholders.



*       *       *




     To record adoption of the Plan by the Board as of December 8, 2009, the Company has caused its
authorized officer to execute the Plan.



	 	 	 	 	 
	 

	 	CIENA CORPORATION
	 	 
	 
	 	 	 	 
	 

	 	/s/ David M. Rothenstein	 	 
	 

	 	 	 	 
	 

	 	Name: David M. Rothenstein	 	 
	 

	 	Title: Senior Vice President & General Counsel	 	 
	 

	 	Date: December 17, 2009	 	 











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