exv10w2






Exhibit 10.2




CIENA CORPORATION

2008 OMNIBUS INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION AGREEMENT




     Ciena Corporation, a Delaware corporation, (the “Company”), hereby grants a stock option
exercisable for shares of its common stock, $.01 par value, (the “Stock”), to the individual named
below as the Grantee, subject to the vesting conditions set forth in this Agreement. This grant is
subject to the terms and conditions set forth in (i) this Agreement, including any appendix
attached hereto (as may be applicable for non-U.S. employees), (ii) the 2008 Omnibus Incentive Plan
(the “Plan”) and (iii) the grant details for this award contained in your account with the
Company’s selected broker. Capitalized terms not defined in this Agreement are defined in the Plan,
and have the meaning set forth in the Plan.



Grant Date:                           , 200   



Grant Number:
                   
                       



Name of Grantee:
                                       



Grantee’s Employee Identification Number:                               



Number of Stock Option Shares Covered by Grant:                             



Exercise price per share:                                  




Vesting Schedule:



By accepting this Grant (whether by signing this Agreement or accepting the Grant electronically
via the website of the Company’s selected broker), you agree to the terms and conditions in this
Agreement and in the Plan and agree that the Plan will control in the event any provision of this
Agreement should appear to be inconsistent.




	 	 	 	 	 
	 
	 	 	 	 
	Holder:

	 	 	 	 
	 

	 	 	 	 
	 

	 	(Signature)	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Ciena Corporation:

	 	 	 	 
	 

	 	By: David M. Rothenstein

Senior Vice President, General Counsel and Secretary	 	 






 









 






CIENA CORPORATION

2008 OMNIBUS INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION AGREEMENT




	 	 	 
	 
	 	 
	Vesting

	 	Your option vests in accordance with the
grant details and vesting schedule set
forth on the first page of this Agreement,
provided you remain in Service on the
vesting date and meet any applicable
vesting requirements set forth in this
Agreement or otherwise applicable to this
grant.
	 
	 	 
	 

	 	This option is only exercisable before it
expires and then only with respect to the
vested portion of the option. You may
exercise this option, in whole or in part,
to purchase a whole number of vested shares
in accordance with the Plan and this
Agreement.
	 
	 	 
	 

	 	Except as provided in this Agreement, or in
any other agreement between you and the
Company, no additional options will vest
after your Service has terminated.
	 
	 	 
	Term

	 	Your option will expire at the close of
business at Company headquarters on the
10th anniversary of the Grant Date. Your
option will expire earlier if your Service
terminates, as described below.
	 
	 	 
	Regular Termination of Service

	 	If your Service terminates for any reason,
other than death, Disability or Cause, then
your option will expire at the close of
business at Company headquarters on the
90th day after your termination date.
	 
	 	 
	Termination for Cause

	 	If your Service is terminated for Cause,
then you shall immediately forfeit all
rights to your option and the option shall
expire immediately upon your termination.
	 
	 	 
	Death

	 	If your Service terminates because of your
death, your option will automatically vest
as to the number of options that would have
vested had you remained in Service for the
12 month period immediately following your
death and your option will expire at the
close of business at Company headquarters
on the date 12 months after the date of
death.
	 
	 	 
	 

	 	If you die during the 90-day period
described in connection with a regular
termination of Service above, and a vested
portion of your option has not yet been
exercised, then your option will instead
expire on the date 12 months after your
termination date.
	 
	 	 
	 

	 	During the12 month period above, your
estate or heirs may exercise the vested
portion of your option.






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	Disability

	 	If your Service terminates because of your
Disability, your option will automatically
vest as to the number of options that would
have vested had you remained in Service for
the 12 month period immediately following
your Disability and your option will expire
at the close of business at Company
headquarters on the date 12 months after
the date of termination.
	 
	 	 
	Leaves of Absence

	 	For purposes of this option, your Service
does not terminate when you go on a bona
fide leave of absence approved by the
Company, if the terms of your leave provide
for continued Service crediting, or when
continued Service crediting is required by
applicable law. The Company will determine,
in its sole discretion, whether and when a
leave of absence constitutes a termination
of Service under the Plan.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this option, you
must notify the Company by completing and
electronically submitting such exercise
request via your Employee Stock Plan
account. Such exercise will be effective
only when a valid electronic exercise
submission is received.
	 
	 	 
	Form of Payment

	 	Upon exercise of your option, you must
submit payment of the option price for the
shares you are purchasing. Payment may be
made via (i) cash previously deposited in
your Employee Stock Plan account; (ii) a
“cashless” exercise, by which you deliver
an irrevocable direction to a licensed
securities broker to sell Stock and to
deliver all or part of the sale proceeds to
the Company in payment of the aggregate
option price and any applicable withholding
taxes; or (iii) as otherwise permitted by
the Administrator.
	 
	 	 
	Withholding Taxes

	 	In the event that the Company determines
that any federal, state, local or foreign
tax or withholding payment is required
relating to the exercise or sale of shares
arising from this grant, the Company shall
have the right to require such payments
from you, or withhold such amounts from
other payments due to you from the Company
or any Affiliate. Payment of your
withholding or other taxes may be made via
one of the forms of payment for exercise
set forth above, or as otherwise determined
by the Administrator.
	 
	 	 
	Transfer of Option

	 	Only you may exercise this option. You
cannot transfer or assign this option. If
you attempt to transfer this option, it
will immediately become invalid. You may,
however, transfer this option pursuant to a
marital property settlement agreement,
dispose of this option in your will or
transfer this option upon your death by the
laws of descent and distribution.
	 
	 	 
	Retention Rights

	 	Neither your option nor this Agreement give
you the right to be






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	 	retained by the Company
or any Affiliate in any capacity and your
Service may be terminated at any time and
for any reason.
	 
	 	 
	Shareholder Rights

	 	You have no rights as a shareholder of the
Company unless and until the Stock relating
to your exercise has been issued (or an
appropriate book entry has been made).
Except as described in the Plan, no
adjustments are made for dividends or other
rights if the applicable record date occurs
before your Stock is issued (or an
appropriate book entry has been made).
	 
	 	 
	Applicable Law

	 	Any suit, action or other legal proceeding
that is commenced to resolve any matter
arising under or relating to this Agreement
or the Plan shall be commenced only in a
court in the State of Delaware and the
parties to this Agreement consent to the
jurisdiction of such court. You agree to
waive your rights to a jury trial for any
claim or cause of action based upon or
arising out of this Agreement or the Plan.
	 
	 	 
	Data Privacy

	 	In order to administer the Plan, the
Company may process personal data about
you. Such data includes the information
provided in this Agreement, other
appropriate personal and financial data
about you such as home address and business
addresses and other contact information,
payroll information and any other
information deemed appropriate by the
Company to facilitate the administration of
the Plan.
	 
	 	 
	 

	 	By accepting this option, you consent to
the Company’s processing of such personal
data and the transfer of such data outside
the country in which you work or are
employed, including, with respect to
non-U.S. residents, to the United States,
to transferees who shall include the
Company and other persons designated by the
Company to administer the Plan.
	 
	 	 
	Consent to Electronic Delivery

	 	Certain statutory materials relating to the
Plan have been delivered to you in
electronic form. By accepting this grant,
you consent to electronic delivery and
acknowledge receipt of these materials,
including the Plan and Plan prospectus.
	 
	 	 
	Non-U.S. Residents

	 	If you are a non-U.S. resident, additional
terms and conditions with respect to your
award may apply as set forth on the Stock
Administration page of the MyCiena
intranet.
	 
	 	 
	Non-Qualified Stock Option

	 	This option is not intended to be an
incentive stock option under Section 422 of
the Internal Revenue Code and will be
interpreted accordingly.





This Agreement is not a stock certificate or a negotiable instrument.





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