exv10w3






Exhibit 10.3




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, (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   




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 Stock 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

	 	Subject to any valid deferral
election under the Director
Restricted Stock Deferral Plan,
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.
	 
	 	 
	 

	 	Subject to any valid
deferral election under the
Director Restricted Stock
Deferral Plan, 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 the number of the
Vesting Shares necessary to
cover the amount of federal,
state, local, and foreign taxes
that the Company is required to
withhold with respect to the
Stock Unit 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






-2-









 






	 	 	 
	 

	 	share at the time of such sale
and to deliver the proceeds to
the Company to be used to fund
the payment of the withholding
taxes. 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 shall accelerate and
become immediately vested in
full upon the date of your
death.
	 
	 	 
	Disability

	 	If your Service terminates
because of your Disability, the
Stock Units granted under this
Agreement shall accelerate
become immediately vested in
full upon the date of your
Disability.
	 
	 	 
	Retirement

	 	If your Service terminates
because of your retirement (in
accordance with such guidelines
as approved by the Board), the
Stock Units granted under this
Agreement shall become
immediately vested in full upon
the date of your retirement.
	 
	 	 
	Corporate Transaction

	 	Upon or in connection with a
Corporate Transaction, your
Stock Units shall accelerate and
become immediately vested in
full upon the effective date of
the Corporate Transaction.






-3-









 






	 	 	 
	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 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






-4-









 






	 	 	 
	 

	 	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.





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





-5-