exv10w2



 








Exhibit 10.2




CIENA CORPORATION

2000 EQUITY INCENTIVE PLAN




RESTRICTED 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: November 1, 2005




Name of
Holder:
«FirstName» «MiddleName» «LastName» 




Number of
Stock Units Covered by Grant: «NumberRestShares»




     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:
	 	/s/ Russell B. Stevenson, Jr.	 	 
	 

	 	 	 	 
	 

	 	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




RESTRICTED 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

	 	One-sixteenth of your grant
vests on the last day of each of
the Company’s fiscal quarters
beginning on the last day of the
Company’s fiscal quarter in
which the Grant Date falls,
provided you remain in Service;
provided that,







	 	(1)	 	if the Grant Date falls
after the fifteenth day of the
second month of a fiscal
quarter, the first vesting shall
be on the last day of the
succeeding quarter; and provided
further that
	 
	 	(2)	 	if (a) any portion of your
grant would vest during a period
in which you are (i) subject to
a lock-up agreement restricting
your ability to sell shares of




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	 	 	 	Stock in the open market or (ii)
restricted from selling shares
of Stock in the open market
because you are not then
eligible to sell under the
Company’s insider trading or
similar plan as then in effect
(whether because a trading
window is not open or you are
otherwise restricted from
trading), and (b) you have
elected in writing to receive
all of the Vesting Shares rather
than to receive them net of
withholding tax as provided
below, then the vesting of that
portion of your grant will be
delayed until no earlier than
the first date on which you are
no longer prohibited from
selling shares of Stock due to a
lock-up agreement or insider
trading plan restriction but in
no event later than two and
one-half months after the end of
the calendar year in which the
Stock Units would otherwise have
been delivered.





	 	 	 
	 

	 	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.
	 
	 	 
	 

	 	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.
	 
	 	 
	Delivery of Stock Pursuant to Vested
Units; Withholding Tax

	 	On each date of vesting, either
a certificate for the shares of
Stock represented by Stock Units
that vest on that date (the
“Vesting Shares”) shall be
delivered to you, or a brokerage
account in your name will be
credited with the number of
Vesting Shares; provided, that,
unless you elect in writing to
receive all of the Vesting
Shares, the Company shall reduce
the number of shares so
delivered or credited by a
number of shares equal to the
amount of federal, state, local,
and foreign taxes it is required
to withhold in respect of the
Vesting Shares divided by the
fair market value of a share of
Stock on the date of vesting.
	 
	 	 
	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






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	 	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.
	 
	 	 
	Withholding Taxes

	 	You agree, as a condition of
this grant, that, if you elect
to receive the full amount of
the Vesting Shares, 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






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	 	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.
	 
	 	 
	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.







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