0-21969 | 23-2725311 | |
(Commission File Number) | (IRS Employer Identification No.) | |
1201 Winterson Road, Linthicum, MD | 21090 | |
(Address of Principal Executive Offices) | (Zip Code) |
Stock | Restricted | Performance | ||||||||||||
Name | Title | Options (1) | Stock Units (1) | Share Units (1) | ||||||||||
Gary B. Smith
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President and Chief Executive Officer | 750,000 | 325,000 | 175,000 | ||||||||||
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Joseph R. Chinnici
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Sr. Vice President, Finance and Chief Financial Officer | 250,000 | 100,000 | 50,000 | ||||||||||
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James Collier
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Sr. Vice President, Worldwide Sales | 225,000 | 75,000 | 50,000 | ||||||||||
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Arthur Smith, Ph.D.
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Chief Operating Officer | 325,000 | 150,000 | 50,000 | ||||||||||
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Russell B. Stevenson, Jr.
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Sr. Vice President and General Counsel | 200,000 | 80,000 | 35,000 | ||||||||||
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Stephen B. Alexander
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Chief Technology Officer, Sr. Vice President, Products & Technology | 275,000 | 150,000 | 50,000 |
(1) | The forms of agreements relating to the equity compensation awards above have been filed as Exhibits 10.1, 10.2 and 10.3 to this Form 8-K and are incorporated by reference into this Item 1.01. |
Restricted Stock Unit Grants to Non-Employee Directors
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7,500 | |||
Stock Option Grants to Non-Employee Directors
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22,500 |
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Exhibit Number
Description of Document
Form of stock option grant agreement for executive officers under Ciena
Corporation 2000 Equity Incentive Plan
Form of restricted stock unit agreement for executive officers under
Ciena Corporation 2000 Equity Incentive Plan
Form of performance share unit agreement for executive officers under
Ciena Corporation 2000 Equity Incentive Plan
Form of stock option agreement for non-employee directors under Ciena
Corporation 2000 Equity Incentive Plan
Form of restricted stock unit agreement for non-employee directors under
Ciena Corporation 2000 Equity Incentive Plan
Press Release issued November 4, 2005
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Ciena Corporation
By:
/S/ Russell B. Stevenson, Jr.
Russell B. Stevenson, Jr.
Senior Vice President, General Counsel and
Secretary
Grant Date:
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Number of Shares of Common Stock Covered by Option: | |
Exercise Price: $
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Last Date to Exercise: 1 |
CIENA CORPORATION:
Stock Administration ID: 23-2725311 |
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Option Number: | 1201 Winterson Road | |||||
Class: | Linthicum, MD 21090 | |||||
Employee ID: | (800) 921-1144 ext. 7377 | |||||
(410) 981-7377 | ||||||
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ACCEPTED AND AGREED TO:
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By: | /s/ Joseph R. Chinnici | ||||
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Employee Signature
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Title: | Senior Vice President, Finance | ||||
Name
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Chief Financial Officer | |||||
Address 1
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Address 2
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Address 3
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City, State, ZIP
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Country
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1 | Certain events can cause an earlier termination of the Option. See Exercise on reverse side. |
Holder:
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(Signature) | |||
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Ciena Corporation:
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/s/ Russell B. Stevenson, Jr. | |||
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By: Russell B. Stevenson, Jr.
Senior Vice President and Secretary |
1
Stock Unit Transferability
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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. | |
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Definitions
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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: | |
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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. | |
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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. | |
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Vesting
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One-sixteenth of your grant vests on the last day of each of the Companys fiscal quarters beginning on the last day of the Companys 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 Companys 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. |
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All of the unvested Stock Units under this grant vest upon the termination of your Service due to death or Disability. | |
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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. | |
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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. | |
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Delivery of Stock Pursuant to Vested
Units; Withholding Tax
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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. | |
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Forfeiture of Unvested Units
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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. | |
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Termination for Cause
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If your Service is terminated for Cause, you shall forfeit all Stock Units, whether or not vested. | |
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Withholding Taxes
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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. | |
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Retention Rights
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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. | |
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Shareholder Rights
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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. | |
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Adjustments
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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. | |
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Applicable Law
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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. | |
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Consent to Electronic Delivery
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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 Companys 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. | |
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The Plan
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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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Holder:
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Ciena Corporation:
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/s/ Russell B. Stevenson, Jr. | |||
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By: Russell B. Stevenson, Jr. | |||
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Senior Vice President and Secretary |
1
Performance Share Unit Transferability
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This grant is an award of performance share units in the number of units set forth on the cover sheet, subject to the vesting conditions described below (Share Units). Your Share Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Share Units be made subject to execution, attachment or similar process. | |
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Definitions
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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: | |
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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. | |
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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. | |
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Vesting
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Your grant will vest according to the performance conditions described in the Annex; provided that 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 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 Companys 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 |
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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. | |
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All of the unvested Share Units under this grant vest upon the termination of your Service due to death or Disability. | |
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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 Share Units will vest after your Service has terminated for any reason. | |
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Delivery of Stock Pursuant to Vested
Units; Withholding Tax
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On the date of vesting, either a certificate for the shares of Stock represented by Share 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 or 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. | |
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Forfeiture of Unvested Units
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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 you and the Company or an Affiliate, you will forfeit all of the Share Units that have not yet vested. | |
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Termination for Cause
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If your Service is terminated for Cause, you shall forfeit all Share Units, whether or not vested. | |
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Withholding Taxes
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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 Share 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 |
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forfeiture of shares of Stock subject to the Share Units granted pursuant to this Agreement in an amount equal to the withholding or other taxes due. | |
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Retention Rights
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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. | |
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Shareholder Rights
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You do not have any of the rights of a shareholder with respect to the Share Units unless and until the Stock relating to the Share 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 Share Units that you hold as of the record date for the dividend. | |
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Adjustments
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In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Share Units covered by this grant will be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. | |
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Applicable Law
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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. | |
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Consent to Electronic Delivery
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The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Companys 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 Bill Grimes at 410-865-8083 to request paper copies of these documents. | |
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The Plan
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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 Share Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. |
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(i) | if the Stock is then quoted on the Nasdaq National Market, its closing price on the Nasdaq National Market on the date of determination as reported in The Wall Street Journal; | |
(ii) | if the Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Stock is listed or admitted to trading as reported in The Wall Street Journal; | |
(iii) | if the Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal; | |
(iv) | if none of the foregoing is applicable, by the Committee in good faith. |
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CIENA CORPORATION | ||||||
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By: | |||||
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Title: | |||||
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OPTIONEE | |||
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Date: |
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Holder:
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(Signature) | |||
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Ciena Corporation:
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By: Russell B. Stevenson, Jr. | |||
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Senior Vice President and Secretary |
1
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. | |
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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. | |
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Vesting
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Your grant vests one year from the Grant Date, provided you remain in Service. Your entire grant vests upon the termination of your Service due to death or Disability. | |
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Delivery of Stock Pursuant to Vested
Units; Withholding Tax
|
On the date of vesting, either a certificate for the shares of Stock represented by the Stock Units that vest (the Vesting Shares) shall be delivered to you, or a brokerage account in your name will be credited with the number of Vesting Shares. | |
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Forfeiture of Unvested Units
|
In the event that your Service terminates for any reason other than because of your death or Disability, unless otherwise |
2
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provided in an applicable employment agreement between you and the Company or an Affiliate, you will forfeit all of the Stock Units that have not yet vested. | |
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Termination for Cause
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If your Service is terminated for Cause, you shall forfeit all Stock Units, whether or not vested. | |
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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. | |
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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. |
3
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. | |
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Consent to Electronic Delivery
|
The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Companys 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. | |
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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. |
4
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Press Contact : | Nicole Anderson | ||||
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Ciena Corporation | |||||
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(877) 8577377 | |||||
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pr@ciena.com | |||||
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Investor Contact : | Jessica Towns | ||||
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Ciena Corporation | |||||
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(888) 243-6223 | |||||
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ir@ciena.com |