exv10w1






Exhibit 10.1




CIENA CORPORATION

2008 OMNIBUS INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT




     Ciena Corporation, a Delaware corporation, (the “Company”), hereby grants restricted stock
units relating to 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 Restricted Stock Units Covered by Grant:                             



Vesting Start Date (if other than Grant Date):                                  



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




RESTRICTED STOCK UNIT AGREEMENT




	 	 	 
	Restricted Stock Unit Transferability

	 	This grant is an award of
restricted stock units in the
number of units set forth on the
first page of this Agreement,
subject to the vesting
conditions described in this
Agreement (“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.
	 
	 	 
	Vesting

	 	Your Stock Units will vest as
indicated 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. Except as
provided in this Agreement, or
in any other agreement between
you and the Company, no
additional Stock Units will vest
after your Service has
terminated.
	 
	 	 
	Share Delivery Pursuant to Vested Units;
Withholding Tax

	 	Shares underlying the vested
portion of the Stock Units will
be delivered to you by the
Company as soon as practicable
following the applicable vesting
date for those shares, but in no
event beyond 21/2 months after the
end of the calendar year in
which the shares would have been
otherwise delivered.
	 
	 	 
	 

	 	On the vesting date (or
as soon as practicable
thereafter), a brokerage account
in your name will be credited
with Stock representing the
number of shares that vested
under this grant (the “Vesting
Shares”). If the vesting date is
not a trading day, the Stock
will be delivered on the next
trading day. The Company will
determine, in its sole
discretion, the number of the
Vesting Shares necessary to
cover the amount of any federal,
state, local, and foreign taxes
that the Company is required to
withhold or pay (on behalf of
the Company or you as holder)
with respect to the Stock Units
vesting, rounding up to the
nearest whole Share of Stock
(the “Withholding Shares”).
	 
	 	 
	 

	 	By accepting this award
of Stock Units, you irrevocably
(i) instruct the Company to
deliver the Vesting Shares to
your account; and (ii) authorize
and direct the broker, to sell,
on your behalf, the Withholding
Shares at the market price per
share at the time of such sale,
and (iii) expressly consent to






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	 	the delivery of the proceeds of
the sale of Withholding Shares
to the Company to be used to
fund the payment of any
applicable taxes (whether on
behalf of the Company or you as
holder) with respect to the
Stock Units. You further
acknowledge that this
irrevocable written instruction
is intended to constitute an
instruction pursuant to Rule
10b5-1 of the Exchange Act. The
Company shall be responsible for
the payment of any brokerage
commissions relating to the sale
of the Withholding Shares.
	 
	 	 
	 

	 	You acknowledge that
until the first trading day
following the broker’s sale of
the Withholding Shares, you
shall not be entitled to effect
transactions in the net Vesting
Shares credited to your
brokerage account.
	 
	 	 
	 

	 	The purchase price for the
vested Shares of Stock is deemed
paid by your prior services to
the Company.
	 
	 	 
	Forfeiture of Unvested Units

	 	Except as specifically provided
in this Agreement or as may be
provided in other agreements
between you and the Company, no
additional Stock Units will vest
after your Service has
terminated for any reason and
you will forfeit to the Company
all of the Stock Units that have
not yet vested or with respect
to which all applicable
restrictions and conditions have
not lapsed.
	 
	 	 
	Death

	 	If your Service terminates
because of your death, the Stock
Units granted under this
Agreement will automatically
vest as to the number of Stock
Units that would have vested had
you remained in Service for the
12 month period immediately
following your death.
	 
	 	 
	Disability

	 	If your Service terminates
because of your Disability, the
Stock Units granted under this
Agreement will automatically
vest as to the number of Stock
Units that would have vested had
you remained in Service for the
12 month period immediately
following your Disability.
	 
	 	 
	Termination For Cause

	 	If your Service is terminated
for Cause, then you shall
immediately forfeit all rights
to your Stock Units and this
award shall immediately
terminate.
	 
	 	 
	Leaves of Absence

	 	For purposes of this grant, 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






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	 	its sole
discretion, whether and when a
leave of absence constitutes a
termination of Service under the
Plan.
	 
	 	 
	Retention Rights

	 	Neither your Stock Units nor
this Agreement give you the
right to be 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 unless and until the
Stock relating to the Stock
Units has been issued to you (or
an appropriate book entry has
been made). Except as described
in the Plan or herein, 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). 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.
	 
	 	 
	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 Stock Unit
award, 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






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	 	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.





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




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APPENDIX A

TO

RESTRICTED STOCK UNIT AGREEMENT

FOR NON-U.S. EMPLOYEES




     This Appendix A includes additional terms and conditions that govern the Award granted to you
under the Plan if you reside in one of the countries listed below. Certain capitalized terms used
but not defined in this Appendix A have the meanings set forth in the Plan and/or the Agreement
governing your Award.



INDIA




     Fringe Benefit Tax Treatment. By accepting the grant of the Stock Units, you consent and agree
to assume any and all liability for fringe benefit tax that may be payable by the Company or any
employer subsidiary thereof (the “Employer”) in connection with your Award and participation in the
Plan as determined in the sole discretion of the Company or the Employer. You understand that the
grant of the Stock Units is contingent upon your agreement to assume liability for fringe benefit
tax payable on the Stock Units and Stock acquired under the Plan. Further, by accepting this award
and participating in the Plan, you agree that the Company and/or the Employer may collect the
fringe benefit tax from you by any reasonable method including the means set forth in the “Share
Delivery Pursuant to Vested Units; Withholding Tax” section of the Agreement. You grant the Company
and Employer the irrevocable authority, as your agent, to sell, retain or procure the sale of Stock
subject to the Award, on your behalf, so that the net proceeds receivable by the Company or
Employer are not less than the amount of any tax for which you and/or the Company may be liable and
the Company or Employer shall remit any balance to you. You agree to reimburse or pay the Company
or Employer, in full, any liability that the Company or Employer incurs towards any fringe benefit
tax, social tax, or other tax paid or payable in respect of the grant of this Award, vesting of the
Award, delivery of the Stock Units or allotment/transfer of the underlying Stock, within the time
and in the manner prescribed by the Company or Employer. As a condition of this award, you also
agree to execute any other consents or elections required to accomplish the foregoing, promptly
upon request of the Company or the Employer.



     Exchange Control Notification. To the extent required by local law, you must immediately
repatriate all proceeds resulting from the sale of shares of Stock issued upon vesting of the Stock
Units to India and convert the proceeds into local currency. You will receive a foreign inward
remittance certificate (“FIRC”) from the bank where you deposit the foreign currency. You should
maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India
or the Employer requests proof of repatriation.




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