{"id":38826,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-stock-purchase-plan-enrollment-form-ciena-corporation.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-purchase-plan-enrollment-form-ciena-corporation","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-purchase-plan-enrollment-form-ciena-corporation.html","title":{"rendered":"Employee Stock Purchase Plan Enrollment Form – Ciena Corporation"},"content":{"rendered":"

Ciena Employee Stock Purchase Plan<\/strong><\/p>\n

Enrollment Form <\/strong><\/p>\n

and <\/strong><\/p>\n

Supplemental Term and Notifications for International
\nEmployees<\/strong><\/p>\n<\/p>\n

The Employee Stock Purchase Plan (“ESPP”) is made available to eligible
\nemployees of Ciena Corporation (“Ciena”) and its participating Affiliates. A
\ndescription of the ESPP can be found in the Prospectus and other materials
\navailable on MyCiena and the ESPP enrollment platform. By enrolling in the ESPP,
\nyou acknowledge receipt of the ESPP, Plan and this “Enrollment Form” and agree
\nto be bound by the terms thereof as a condition of enrollment.<\/p>\n<\/p>\n<\/p>\n

Employees outside of the U.S., or who are subject to tax jurisdictions
\noutside the U.S., should carefully evaluate their participation in this
\nU.S.-based program to ensure they understand its impact on their personal income
\ntax situations. Special considerations for International employees are set forth
\nbelow, including any country-specific appendix. Capitalized terms not defined
\nherein shall have the meanings assigned to such terms in the ESPP and the
\nProspectus.<\/p>\n<\/p>\n<\/p>\n

Contribution Limits<\/u><\/strong><\/p>\n<\/p>\n

Each pay period, employees may contribute up to 10% or a flat payment amount
\nspecified in their local currency. In either case, an employee will not be
\nallowed to purchase more than USD$ 25,000 worth of Common Stock in a calendar
\nyear based on the fair market value of Ciena’s Common Stock on an employee’s
\nOffer Date. If an employee purchases the maximum number of shares of Common
\nStock allowed before using all of the funds they contributed to the ESPP, the
\nexcess will be refunded to the employee.<\/p>\n<\/p>\n<\/p>\n

Payroll Deductions <\/u><\/strong><\/p>\n<\/p>\n

Many employees outside of the U.S. are paid at the end of each month.
\nContributions for the U.S.-based June purchase will be withheld from amounts
\nreceived in the international December through May payrolls on a monthly basis.
\nContributions for the December purchase will be withheld from amounts received
\nin the international June – November payrolls on a monthly basis.<\/p>\n<\/p>\n<\/p>\n

Exchange Rate<\/u><\/strong><\/p>\n<\/p>\n

ESPP contributions in non-U.S. dollars will be converted to U.S. dollars at
\nthe end of each Purchase Period using the exchange rate in effect at the end of
\nthe fiscal month immediately preceding the Purchase Date. For example, the
\nexchange rate in effect on November 25, 2011, would be used for the December 20,
\n2011, ESPP purchase. Neither Ciena nor any participating Affiliate shall be
\nliable for any foreign exchange rate fluctuation between the local currency of
\nthe employee’s employer (“Employer”) and the U.S. dollar that may affect (i) the
\nconversion of the employee’s ESPP contributions to purchase shares of Common
\nStock; (ii) the proceeds due to the employee upon purchase of the shares of
\nCommon Stock; or (iii) the sale of the shares of Common Stock acquired at
\npurchase.<\/p>\n<\/p>\n<\/p>\n

Sale of Shares of Common Stock Acquired through the
\nESPP<\/u><\/strong><\/p>\n<\/p>\n

Shares of Common Stock acquired through the ESPP are placed in a limited
\npurpose brokerage account with E*TRADE Securities, LLC (E*TRADE). E*TRADE will
\ne-mail a Welcome Packet to newly enrolled ESPP participants prior to their first
\npurchase. Before the employee will be allowed to sell shares of Common Stock
\nacquired through the ESPP, he or she must complete and return the required tax
\nidentification and account set-up forms with original signatures to E*TRADE.
\nQuestions about these forms and the sale process should be directed to E*TRADE
\nSecurities, LLC at: 001-800-775-2793.<\/p>\n<\/p>\n<\/p>\n

Responsibility for Taxes<\/u><\/strong><\/p>\n<\/p>\n

Regardless of any action Ciena and\/or the Employer takes with respect to any
\nor all income tax, social insurance, payroll tax, payment on account or other
\ntax-related items related to the employee’s participation in the ESPP and
\nlegally applicable to the employee (“Tax-Related Items”), the employee
\nacknowledges that the ultimate liability for all Tax-Related Items is and
\nremains his or her responsibility and may exceed the amount actually withheld by
\nCiena or the Employer. The employee further acknowledges that Ciena and\/or the
\nEmployer (1) make no representations or undertakings regarding the treatment of
\nany Tax-Related Items in connection with any aspect of the ESPP, including but
\nnot limited to, the purchase of shares of Common Stock, the issuance of shares
\nof Common Stock pursuant to the purchase, the sale of shares of Common Stock
\nacquired under the ESPP or the receipt of any dividends; and (2) do not commit
\nto and are under no obligation to structure the terms of the grant or any aspect
\nof the employee’s ESPP participation to reduce or eliminate the employee’s
\nliability for Tax-Related Items or achieve any particular tax result. Further,
\nif the employee has become subject to tax in more than one jurisdiction between
\nthe Offer Date and the date of any relevant taxable or tax withholding event, as
\napplicable, the employee acknowledges that Ciena and\/or the Employer (or former
\nemployer, as applicable) may be required to withhold or account for Tax-Related
\nItems in more than one jurisdiction.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

Prior to any relevant taxable or tax withholding event, the employee will pay
\nor make adequate arrangements satisfactory to Ciena and\/or the Employer to
\nsatisfy all Tax-Related Items. In this regard, the employee authorizes Ciena
\nand\/or the Employer, or their respective agents, at their discretion, to satisfy
\nthe obligations with regard to all Tax-Related Items by one or a combination of
\nthe following:<\/p>\n<\/p>\n<\/p>\n

(1) requiring the employee to pay an amount necessary to pay the Tax-Related
\nItems to Ciena and\/or the Employer in the form of cash, check or other cash
\nequivalent; or<\/p>\n<\/p>\n<\/p>\n

(2) withholding from the employee’s wages or other cash compensation paid to
\nthe employee by Ciena and\/or the Employer; or<\/p>\n<\/p>\n<\/p>\n

(3) withholding from proceeds of the sale of shares of Common Stock acquired
\nupon purchase either through a voluntary sale or through a mandatory sale
\narranged by Ciena (on employee’s behalf pursuant to this authorization); or<\/p>\n<\/p>\n<\/p>\n

(4) withholding in shares of Common Stock to be issued upon purchase.<\/p>\n<\/p>\n<\/p>\n

If the employee is subject to the short-swing profit rules of Section 16(b)
\nof the U.S. Securities and Exchange Act of 1934, as amended, then the Committee
\nshall establish the method of withholding from alternatives (1) – (4) above.<\/p>\n<\/p>\n<\/p>\n

To avoid negative accounting treatment, Ciena may withhold or account for
\nTax-Related Items by considering applicable minimum statutory withholding
\namounts or other applicable withholding rates. If the obligation for Tax-Related
\nItems is satisfied by withholding in shares of Common Stock, for tax purposes,
\nemployee is deemed to have been issued the full number of shares of Common Stock
\nsubject to the purchase, notwithstanding that a number of the shares of Common
\nStock are held back solely for the purpose of paying the Tax-Related Items due
\nas a result of any aspect of the employee’s participation in the ESPP.<\/p>\n<\/p>\n<\/p>\n

Finally, the employee shall pay to Ciena or the Employer any amount of
\nTax-Related Items that Ciena or the Employer may be required to withhold or
\naccount for as a result of the employee’s participation in the ESPP that cannot
\nbe satisfied by the means previously described. Ciena may refuse to purchase or
\ndeliver the shares of Common Stock or the proceeds of the sale of shares of
\nCommon Stock, if employee fails to comply with his or her obligations in
\nconnection with the Tax-Related Items.<\/p>\n<\/p>\n<\/p>\n

Nature of Grant<\/u><\/strong><\/p>\n<\/p>\n<\/p>\n

By enrolling and participating in the ESPP, the employee acknowledges,
\nunderstands and agrees that:<\/p>\n<\/p>\n<\/p>\n

(a) the ESPP is established voluntarily by Ciena, it is discretionary in
\nnature and it may be modified, amended, suspended or terminated by Ciena at any
\ntime as described in the ESPP;<\/p>\n<\/p>\n<\/p>\n

(b) the grant of the offer to purchase Common Stock under the ESPP (“Purchase
\nRight”) is voluntary and occasional and does not create any contractual or other
\nright to participate in any future ESPP offerings, or benefits in lieu of the
\nESPP, even if the ESPP has been granted repeatedly in the past;<\/p>\n<\/p>\n<\/p>\n

(c) all decisions with respect to future ESPP offerings, if any, will be at
\nthe sole discretion of Ciena;<\/p>\n<\/p>\n<\/p>\n

(d) the employee’s participation in the ESPP shall not create a right to
\nfurther employment with the Employer and shall not interfere with the ability of
\nthe Employer to terminate employee’s employment or service relationship at any
\ntime;<\/p>\n<\/p>\n<\/p>\n

(e) the employee is voluntarily participating in the ESPP;<\/p>\n<\/p>\n<\/p>\n

(f) the Purchase Rights and the shares of Common Stock subject to the
\nPurchase Rights are extraordinary items that do not constitute compensation of
\nany kind for services of any kind rendered to Ciena or the Employer, and which
\nare outside the scope of employee’s employment or service contract, if any;<\/p>\n<\/p>\n

(g) the Purchase Rights and the shares of Common Stock subject to the
\nPurchase Rights are not intended to replace any pension rights;<\/p>\n<\/p>\n<\/p>\n

(h) the Purchase Rights and the shares of Common Stock subject to the
\nPurchase Rights are not part of normal or expected compensation or salary for
\nany purposes, including, but not limited to, calculating any severance,
\nresignation,<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

termination, redundancy, dismissal, end of service payments, bonuses,
\nlong-service awards, pension or retirement or welfare benefits or similar
\npayments and in no event should be considered as compensation for, or relating
\nin any way to, past services for Ciena, the Employer or any participating
\nAffiliate;<\/p>\n<\/p>\n<\/p>\n

(i) the Purchase Rights and employee’s participation in the ESPP will not be
\ninterpreted to form an employment or service contract or relationship with Ciena
\nor any participating Affiliate;<\/p>\n<\/p>\n<\/p>\n

(j) the future value of the underlying shares of Common Stock is unknown and
\ncannot be predicted with certainty;<\/p>\n<\/p>\n<\/p>\n

(k) the value of the shares of Common Stock purchased under the ESPP, may
\nincrease or decrease, even below the Purchase Price;<\/p>\n<\/p>\n<\/p>\n

(l) no claim or entitlement to compensation or damages shall arise from
\nforfeiture of the Purchase Rights resulting from termination of employee’s
\nemployment by Ciena or the Employer (for any reason whatsoever and whether or
\nnot in breach of contract or any employment law in the country where the
\nemployee resides, even if otherwise applicable to the employee’s employment
\nbenefits from the Employer, and whether or not later found to be invalid) and in
\nconsideration of the grant of the Purchase Rights to which the employee is
\notherwise not entitled, the employee irrevocably agrees never to institute any
\nclaim against Ciena, the Employer or any Affiliate, waives his or her ability,
\nif any, to bring any such claim, and releases Ciena, the Employer and any
\nAffiliate from any such claim; if, notwithstanding the foregoing, any such claim
\nis allowed by a court of competent jurisdiction, then, by participating in the
\nESPP, the employee shall be deemed irrevocably to have agreed not to pursue such
\nclaim and agrees to execute any and all documents necessary to request dismissal
\nor withdrawal of such claims;<\/p>\n<\/p>\n<\/p>\n

(m) in the event of termination of employee’s employment (whether or not in
\nbreach of contract or any employment law in the country where the employee
\nresides, even if otherwise applicable to the employee’s employment benefits from
\nthe Employer, and whether or not later found to be invalid), the employee’s
\nright to participate in the ESPP and his or her right to receive shares of
\nCommon Stock, if any, will terminate effective as of the date that the employee
\nis no longer actively employed and will not be extended by any notice period
\nmandated under local law (e.g., active employment would not include a period of
\n“garden leave” or similar period); the Board and\/or the Committee, as
\napplicable, shall have the exclusive discretion to determine when the employee
\nis no longer actively employed for purposes of his or her participation in the
\nESPP; and<\/p>\n<\/p>\n<\/p>\n

(n) the right to purchase shares of Common Stock and participate in the ESPP
\ndo not create any entitlement, not otherwise specifically provided for in the
\nESPP or by Ciena in its discretion, to have the right to purchase share of
\nCommon Stock or the Common Stock acquired upon purchase transferred to, or
\nassumed by, another company, nor to be exchanged, cashed out or substituted for,
\nin connection with any corporate transaction affecting the Common Stock;<\/p>\n<\/p>\n<\/p>\n

Data Privacy<\/u><\/em><\/strong><\/p>\n<\/p>\n

The employee hereby explicitly and unambiguously consents to the
\ncollection, use and transfer, in electronic or other form, of employee’s
\npersonal data as described in this Enrollment Form or any other ESPP materials
\nby and among, as applicable, the Employer, Ciena and its participating
\nAffiliates for the exclusive purpose of implementing, administering and managing
\nemployee’s participation in the ESPP.<\/em><\/strong><\/p>\n<\/p>\n

The employee understands that Ciena and the Employer hold certain
\npersonal information about the employee, including, but not limited to,
\nemployee’s name, home address and telephone number, date of birth, social
\ninsurance number or other identification number, salary, nationality, job title,
\nany shares of Common Stock or directorships held in Ciena, details of all
\nPurchase Rights or any other entitlement to shares of Common Stock awarded,
\ncanceled, exercised, vested, unvested or outstanding in the employee’s favor,
\nfor the exclusive purpose of implementing, administering and managing the ESPP
\n(“Data”). <\/em><\/strong><\/p>\n<\/p>\n

The employee understands that Data may be transferred to E*Trade
\nFinancial Services, Inc., or such other stock plan service provider as may be
\nselected by Ciena in the future, which is assisting Ciena with the
\nimplementation, administration and management of the ESPP. The employee
\nunderstands that the recipients may be located in the United States or
\nelsewhere, and that the recipients’ country (e.g., the United States) may have
\ndifferent data privacy laws and protections than employee’s country. The
\nemployee understands that he or she may request a list with the names and
\naddresses of any potential recipients of the Data by contacting his or her local
\nhuman resources representative. The employee authorizes Ciena, E*Trade Financial
\nServices, Inc. and any other possible recipients which may assist Ciena
\n(presently or in the future) with implementing, administering and managing the
\nESPP to receive, possess, use, retain and transfer the Data, in electronic or
\nother form, for the sole purpose of implementing, administering and managing his
\nor her participation in the ESPP. The employee understands that Data will be
\nheld only as long as is necessary to implement, administer and manage the
\nemployee’s participation in the ESPP. The Employee understands that he or she
\nmay, at any time, view Data, request <\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

additional information about the storage and processing of Data,
\nrequire any necessary amendments to Data or refuse or withdraw the consents
\nherein, in any case without cost, by contacting in writing his or her local
\nhuman resources representative. The employee understands, however, that refusing
\nor withdrawing his or her consent may affect employee’s ability to participate
\nin the ESPP. For more information on the consequences of employee’s refusal to
\nconsent or withdrawal of consent, the employee understands that he or she may
\ncontact his or her local human resources representative.<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

No Advice Regarding Grant<\/u><\/strong><\/p>\n<\/p>\n

Ciena is not providing any tax, legal or financial advice, nor is Ciena
\nmaking any recommendations regarding employee’s participation in the ESPP, or
\nemployee’s acquisition or sale of the underlying shares of Common Stock. The
\nemployee is hereby advised to consult with his or her own personal tax, legal
\nand financial advisors regarding his or her participation in the ESPP before
\ntaking any action related to the ESPP.<\/p>\n<\/p>\n<\/p>\n

Governing Law and Venue<\/u><\/strong><\/p>\n<\/p>\n

The ESPP and the provisions of this Enrollment Form are governed by, and
\nsubject to, the laws of the State of Delaware, without regard to the conflict of
\nlaw provisions. For purposes of litigating any dispute that arises directly or
\nindirectly from the relationship of the parties evidenced by this grant of
\nPurchase Rights or this Enrollment Form, the parties hereby submit to and
\nconsent to the exclusive jurisdiction of the State of Maryland and agree that
\nsuch litigation shall be conducted only in the courts of Maryland, or the
\nfederal courts for the District of Maryland and no other courts, where this
\noffer is made and\/or to be performed.<\/p>\n<\/p>\n<\/p>\n

Electronic Delivery<\/u><\/strong><\/p>\n<\/p>\n

Ciena may, in its sole discretion, decide to deliver any documents related to
\ncurrent or future participation in the ESPP by electronic means. The employee
\nhereby consents to receive such documents by electronic delivery and agrees to
\nparticipate in the ESPP through an on-line or electronic system established and
\nmaintained by Ciena or another third party designated by Ciena.<\/p>\n<\/p>\n<\/p>\n

Language<\/u><\/strong><\/p>\n<\/p>\n

If the employee has received this Enrollment Form or any other document
\nrelated to the ESPP translated into a language other than English and if the
\nmeaning of the translated version is different than the English version, the
\nEnglish version will control.<\/p>\n<\/p>\n<\/p>\n

Severability<\/u><\/strong><\/p>\n<\/p>\n

The provisions of this Enrollment Form are severable and if any one or more
\nprovisions are determined to be illegal or otherwise unenforceable, in whole or
\nin part, the remaining provisions shall nevertheless be binding and enforceable.\n<\/p>\n<\/p>\n<\/p>\n

Appendix A<\/u><\/strong><\/p>\n<\/p>\n

Notwithstanding any provisions in this Enrollment Form, the ESPP shall be
\nsubject to any special terms and conditions set forth in any Appendix A to this
\nEnrollment Form for employee’s country. Moreover, if the employee relocates to
\none of the countries included in the Appendix A, the special terms and
\nconditions for such country will apply to the employee, to the extent Ciena
\ndetermines that the application of such terms and conditions are necessary or
\nadvisable in order to comply with local law with regard to the issuance or sale
\nof shares of Common Stock or to facilitate the administration of the ESPP. The
\nAppendix A constitutes part of this Enrollment Form.<\/p>\n<\/p>\n<\/p>\n

Imposition of Other Requirements<\/u><\/strong><\/p>\n<\/p>\n

Ciena reserves the right to impose other requirements on employee’s
\nparticipation in the ESPP, on the ESPP offering and on any shares of Common
\nStock purchased under the ESPP, to the extent Ciena determines it is necessary
\nor advisable in order to comply with local law with regard to the issuance or
\nsale of shares of Common Stock or to facilitate the administration of the ESPP,
\nand to require the employee to sign any additional agreements or undertakings
\nthat may be necessary to accomplish the foregoing.<\/p>\n<\/p>\n<\/p>\n

THE EMPLOYEE UNDERSTANDS THAT THIS ENROLLMENT FORM SHALL REMAIN IN EFFECT
\nTHROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY CIENA OR THE
\nEMPLOYEE, OR THE EMPLOYEE BECOMES INELIGIBLE TO PARTICIPATE IN THE ESPP DUE TO
\nTERMINATION OF EMPLOYMENT OR OTHERWISE. UPON TERMINATION OF EMPLOYMENT, THE
\nEMPLOYEE’S ACCUMULATED PAYROLL DEDUCTIONS, IF ANY, SHALL BE RETURNED WITHOUT
\nINTEREST.<\/p>\n<\/p>\n<\/p>\n

The employee’s acceptance of this offer and participation in the ESPP
\nindicates that he or she has read the information provided to the employee
\nregarding the ESPP, including the Enrollment Form and Appendix A, and authorizes
\ndeductions of employee’s contribution from his or her base salary allocable to
\nthe Offering Period on an after-tax basis as indicated above and agrees to be\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

bound by the terms and conditions of the ESPP and the Enrollment Form,
\nincluding Appendix A. Any changes to the above instruction must be provided in
\nwriting and sent to the appropriate benefits department for processing.<\/p>\n<\/p>\n<\/p>\n

For additional information about the ESPP, please refer to the ESPP
\nProspectus or FAQ available on myCiena. The employee may also contact Ciena’s
\nBenefits Department at 410-981-7322 or via email at benefits@ciena.com<\/u>.\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Ciena Employee Stock Purchase Plan<\/strong><\/p>\n

\n<\/p>\n

Appendix A to Enrollment Form <\/strong><\/p>\n

\n

Country-Specific Provisions for International
\nEmployees<\/strong><\/p>\n

\n<\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

The following sections of this Appendix A include special terms and
\nconditions applicable to ESPP participants in the countries covered by the
\nfollowing sections. These terms and conditions are in addition to or, if so
\nindicated, in replacement of the terms and conditions set forth in the
\nEnrollment Form.<\/p>\n<\/p>\n<\/p>\n

Notifications<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

The information in this Appendix A is based on the exchange control,
\nsecurities and other laws in effect in the respective countries as of October
\n2011. Such laws are often complex and change frequently. As a result, Ciena
\nstrongly recommends that the employee should not rely on the information herein
\nas the only source of information relating to the consequences of participation
\nin the ESPP because the information may be out of date at the time shares of
\nCommon Stock are purchased under the ESPP or are sold. If the employee resides
\noutside of the U.S. or is on assignment outside of the U.S., exchange control
\nreporting or filing obligations (especially with respect to currency transfers)
\nmay apply at the time of the purchase of shares of Common Stock or sale of the
\nshares of Common Stock. The employee should determine whether these obligations,
\nif any, apply prior to the purchase and sale of shares of Common Stock. In
\naddition, the information is general in nature and might not apply to the
\nemployee’s particular situation, and Ciena is not in a position to assure the
\nemployee of any particular result. Accordingly, the employee is advised to seek
\nappropriate professional advice as to how the relevant laws in the employee’s
\ncountry may apply to his or her situation.<\/p>\n<\/p>\n<\/p>\n

Finally, note that if the employee is a citizen or resident of a country
\nother than the one he or she is working in, or is considered a resident of
\nanother country for local law purposes or if the employee transfers employment
\nand\/or residency to another country after the offer to participate in the ESPP
\nhas been granted to the employee, the information contained herein may not be
\napplicable to the employee in the same manner. In addition, Ciena shall, in its
\nsole discretion, determine to what extent the additional terms and conditions
\nincluded herein will apply to the employee under these circumstances.<\/p>\n<\/p>\n<\/p>\n

AUSTRIA<\/strong><\/p>\n<\/p>\n<\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Interest Waiver.<\/em> By participating in the ESPP and accepting the ESPP
\noffer, the employee unambiguously consents to waive his or her right to any
\ninterest arising in relation to the payroll deductions taken from the employee’s
\nbase salary allocable to the Offering Period in connection with his or her
\nparticipation in the ESPP.<\/p>\n<\/p>\n<\/p>\n

Notifications<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Consumer Protection Information.<\/em> If the provisions of the Austrian
\nConsumer Protection Act are applicable to the Enrollment Form and the ESPP, the
\nemployee acknowledges that he or she may be entitled to revoke his or her
\nacceptance of the ESPP offer under the conditions listed below:<\/p>\n<\/p>\n<\/p>\n

(i) If the employee accepts the ESPP offer outside the business premises of
\nCiena or a participating Affiliate, the employee may be entitled to revoke his
\nor her acceptance of the ESPP offering, provided the revocation is made within
\none week after the employee accepts the offer.<\/p>\n<\/p>\n<\/p>\n

(ii) The revocation must be in written form to be valid. It is sufficient if
\nthe employee returns the Enrollment Form to Ciena or Ciena’s representative with
\nlanguage which can be understood as the employee’s refusal to conclude or honor
\nthe terms in the Enrollment Form, provided the revocation is sent within the
\nperiod set forth above.<\/p>\n<\/p>\n<\/p>\n

Exchange Control Information.<\/em> When shares of Common Stock are sold,
\nthe employee understands that he or she may have exchange control obligations if
\nthe employee holds the cash proceeds from the sale outside Austria.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

BELGIUM<\/strong><\/p>\n<\/p>\n<\/p>\n

Notifications<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Tax Reporting.<\/em> The employee is required to report any bank accounts
\nopened and maintained outside Belgium on his or her annual tax return.<\/p>\n<\/p>\n<\/p>\n

Authorization to Remit Eligible Cash Earnings. <\/em>For Belgian law
\npurposes, “payroll deductions” means a specific instruction by the employee to
\nthe Employer to pay out part of his or her base salary allocable to the Offering
\nPeriod in order to fund the Purchase Price for the shares of Common Stock, in
\naccordance with the terms and conditions of the ESPP.<\/p>\n<\/p>\n<\/p>\n

Undertaking. <\/em>Under current Belgian tax law, employees may execute an
\nundertaking to hold the shares of Common Stock for two years from the Purchase
\nDate to obtain certain tax treatment for the ESPP income. If an employee is
\ninterested in finding out more information about the tax treatment of the ESPP
\nincome, he or she should check with his or her personal tax advisor.<\/p>\n<\/p>\n<\/p>\n

If an employee wishes to take advantage of this two-year hold agreement, he
\nor she should complete the Undertaking form available on the next page. The
\nemployee should keep a copy of the Undertaking for his or her records and
\ninclude a copy of the Undertaking when filing his or her income tax return.
\n(Undertaking on next page)<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Ciena Corporation<\/strong><\/p>\n

\n

2003 Employee Stock Purchase Plan<\/strong><\/p>\n

\n<\/p>\n

Undertaking<\/strong><\/p>\n

\n<\/p>\n

\n

For Participants in Belgium<\/strong><\/p>\n

\n<\/p>\n

\n

The undersigned has been offered the possibility to participate in the Ciena
\nCorporation 2003 Employee Stock Purchase Plan (the “ESPP”) and has therefore the
\npossibility, on each Purchase Date of the Offering Period (as defined in the
\nProspectus), to purchase a certain number of shares of Common Stock in Ciena
\nCorporation.<\/p>\n<\/p>\n<\/p>\n

For Belgian tax purposes, the undersigned hereby undertakes to hold the
\nshares of Common Stock purchased on each respective Purchase Date for a period
\nof at least two years commencing on the respective Purchase Date.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Name: ________________________________________<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Address: ________________________________________<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Date: ________________________________________<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

_______________________________________<\/p>\n<\/p>\n

Signature<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

CANADA<\/strong><\/p>\n<\/p>\n<\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Termination of Employment.<\/em> This provision replaces the Nature of
\nGrant subsection (m) provision of the Enrollment Form:<\/p>\n<\/p>\n<\/p>\n

In the event of the employee’s termination of employment or service to Ciena
\nor any of its participating Affiliates for any reason (whether or not in breach
\nof local labor laws and whether or not later found to be invalid), the
\nemployee’s right to participate in the ESPP and his or her right to receive
\nshares of Common Stock, if any, will terminate effective as of the date that is
\nthe earlier of (1) the date the employee receives notice of termination of
\nemployment from his or her Employer, or (2) the date the employee is no longer
\nactively employed, regardless of any notice period or period of pay in lieu of
\nsuch notice required for Canadian employment law purposes (including, but not
\nlimited to Canadian statutory law, regulatory law and\/or common law), even if
\notherwise applicable to the employee’s employment benefits from the Employer;
\nCiena shall have the exclusive discretion to determine when the employee is no
\nlonger actively employed for purposes of his or her participation in the ESPP.\n<\/p>\n<\/p>\n<\/p>\n

The following provisions will apply to the employee if he or she is a
\nresident of Quebec:<\/em><\/p>\n<\/p>\n<\/p>\n

Language Consent. <\/em>The parties acknowledge that it is their express
\nwish that the Enrollment Form, including this Appendix A, as well as all
\ndocuments, notices, and legal proceedings entered into, given or instituted
\npursuant hereto or relating directly or indirectly hereto, be drawn up in
\nEnglish.<\/p>\n<\/p>\n<\/p>\n

Les parties reconnaissent avoir exige<\/em><\/em> la
\nre<\/em><\/em>daction en anglais de cette convention ( \u00abEnrollment Form \u00bb)
\nainsi que cette Annexe A, ainsi que de tous documents, avis et
\nproce<\/em><\/em>dures judiciares,
\nexe<\/em><\/em>cute<\/em><\/em>s, donne<\/em><\/em>s ou
\nintente<\/em><\/em>s en vertu de, ou lie<\/em><\/em>s directement ou
\nindirectement a<\/em><\/em>, la presente convention<\/em>.<\/p>\n<\/p>\n<\/p>\n

Data Privacy Notice and Consent.<\/em> This provision supplements the Data
\nPrivacy section of the Enrollment Form:<\/p>\n<\/p>\n<\/p>\n

The employee hereby authorizes Ciena and Ciena’s representatives to discuss
\nwith and obtain all relevant information from all personnel, professional or
\nnon-professional, involved in the administration of the ESPP. The employee
\nfurther authorizes Ciena, its participating Affiliates and any stock plan
\nservice provider that may be selected by Ciena to assist with the ESPP to
\ndisclose and discuss the ESPP with their advisors. The employee also authorizes
\nCiena and its participating Affiliates to record such information and to keep
\nsuch information in his or her file.<\/p>\n<\/p>\n<\/p>\n

DENMARK<\/strong><\/p>\n<\/p>\n<\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Stock Options Act. <\/em>The employee acknowledges that he or she received
\nan Employer Statement in Danish which sets forth the terms of the Purchase
\nRights under the Act on Stock Options.<\/p>\n<\/p>\n<\/p>\n

Notifications<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Exchange Control and Tax Reporting Information.<\/em> The employee may
\nhold shares of Common Stock acquired under the ESPP in a safety-deposit account
\n(e.g., a brokerage account) with either a Danish bank or with an approved
\nforeign broker or bank. If the shares of Common Stock are held with a non-Danish
\nbroker or bank, the employee is required to inform the Danish Tax Administration
\nabout the safety-deposit account. For this purpose, the employee must file a
\nDeclaration V (Erklaering V) with the Danish Tax Administration. Both the
\nemployee and the bank\/broker must sign the Declaration V. By signing the
\nDeclaration V, the broker or bank undertakes an obligation, without further
\nrequest each year, to forward information to the Danish Tax Administration
\nconcerning the shares of Common Stock in the account. By signing the Declaration
\nV, the employee authorizes the Danish Tax Administration to examine the account.\n<\/p>\n<\/p>\n<\/p>\n

In addition, when the employee opens a deposit account or a brokerage account
\nwith a foreign bank for his or her shares of Common Stock and\/or the proceeds of
\nthe sale of shares of Common Stock, the bank or brokerage account, as
\napplicable, will be treated as a deposit account because cash can be held in the
\naccount. Therefore, the employee must also file a Declaration K (Erklaering K)
\nwith the Danish Tax Administration. Both the employee and the bank\/broker must
\nsign the Declaration K. By signing the Declaration K, the bank\/broker undertakes
\nan obligation, without further request each year, to forward information to the
\nDanish Tax Administration concerning the content of the deposit account. By
\nsigning the Declaration K, the employee authorizes the Danish Tax Administration
\nto examine the account.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

FRANCE<\/strong><\/p>\n<\/p>\n<\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Payroll Deduction Authorization.<\/em> The employee hereby authorizes
\npayroll deductions from each paycheck in that percentage of his or her base
\nsalary or flat payment amount (if permitted by Ciena) allocable to the Offering
\nPeriod (up to 10%) as selected during the enrollment process and in accordance
\nwith the terms and conditions of the ESPP, and as the employee may change from
\ntime to time in accordance with the ESPP.<\/p>\n<\/p>\n<\/p>\n

Autorisation Relative Aux Retenues Sur Salaire. L’employ par ceci
\nautorise les retenues sur salaire de chaque paie en ce pourcentage du salaire de
\nbase allou la P riode D’offre (jusqu’ 10%), ainsi lu lors de la
\nsouscription et en conformit avec les termes et conditions du Plan d’Achat
\nd’Actions, et comme l’employ peut le changer de temps en temps en conformit
\navec le Plan d’Achat d’Actions.<\/em><\/p>\n<\/p>\n<\/p>\n

Language Consent. <\/em>By accepting the terms and conditions of the
\nEnrollment Form, the employee confirms having read and understood the documents
\nrelating to this grant of the offer to purchase shares of Common Stock (the
\nESPP, the Enrollment Form, and this Appendix A) which were provided to the
\nemployee in the English language. The employee accepts the terms of those
\ndocuments accordingly.<\/p>\n<\/p>\n<\/p>\n

Consentement Relatif la Langue Utilis e.: En acceptant les termes et
\nconditions du Contrat de Souscription, l’employ confirme ainsi avoir lu et
\ncompris les documents relatifs cette attribution du droit d’achat d’Actions
\nCot es en Bourse (le Plan d’Achat d’Actions, le Contrat de Souscription, et la
\npr sente Annexe A) qui ont t fournis 161 l’employ dans la langue anglaise.
\nL’employ accepte les termes de ces documents en connaissance de cause. <\/em>\n<\/p>\n<\/p>\n<\/p>\n

GERMANY<\/strong><\/p>\n<\/p>\n<\/p>\n

There are no country-specific provisions.<\/p>\n<\/p>\n<\/p>\n

IRELAND<\/strong><\/p>\n<\/p>\n<\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Nature of Grant. <\/em>This provision supplements the Nature of Grant
\nsection of the Enrollment Form:<\/p>\n<\/p>\n<\/p>\n

By participating in the ESPP and making enrollment elections, the employee
\nacknowledges, understands and agrees that the benefits received under the ESPP
\nwill not be taken into account for any redundancy or unfair dismissal claim.<\/p>\n<\/p>\n<\/p>\n

Notifications<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Director Notification Information.<\/em> Directors and secretaries of an
\nIrish participating Affiliate and their respective spouses and children under 18
\nyears of age and family-held companies or trusts who receive Purchase Rights
\nunder the ESPP or sell shares of Common Stock acquired under the ESPP must
\nnotify the Irish participating Affiliate in writing within five business days of
\n(i) receiving or disposing of an interest in Ciena (e.g., Purchase Rights,
\nshares of Common Stock), (ii) becoming aware of the event giving rise to the
\nnotification requirement, or (iii) becoming a director or secretary if such an
\ninterest exists at the time. This notification rule applies as well to a shadow
\ndirector of the Irish participating Affiliate (i.e.<\/em>, an individual who
\nis not on the board of the Irish participating Affiliate but who has sufficient
\ncontrol so that the board of directors acts in accordance with the “directions
\nor instructions” of the individual).<\/p>\n<\/p>\n<\/p>\n

ISRAEL<\/strong><\/p>\n<\/p>\n<\/p>\n

Terms and Conditions<\/em><\/p>\n<\/p>\n<\/p>\n

Tax Requirements.<\/em> To facilitate compliance with tax withholding
\nobligations in Israel, Ciena reserves the right to immediately sell all shares
\nof Common Stock issued to the employee upon purchase (on the employee’s behalf
\nand at the employee’s direction pursuant to this authorization). In such event,
\nthe proceeds of the sale of the shares of Common Stock, less any Tax-Related
\nItems and broker’s fees or commissions, will be remitted to the employee.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

MEXICO<\/strong><\/p>\n<\/p>\n<\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Acknowledgement of the Enrollment Form. <\/em>By accepting the grant of
\nPurchase Rights, the employee acknowledges that he or she has received a copy of
\nthe ESPP and the Enrollment Form, including this Appendix A, which the employee
\nhas reviewed. The employee acknowledges further that he or she accepts all the
\nprovisions of the ESPP and the Enrollment Form, including this Appendix A. The
\nemployee also acknowledges that he or she has read and specifically and
\nexpressly approves the terms and conditions set forth in the Nature of Grant
\nsection of the Enrollment Form, which clearly provide as follows:<\/p>\n<\/p>\n<\/p>\n

(1) The employee’s participation in the ESPP does not constitute an acquired
\nright;<\/p>\n<\/p>\n<\/p>\n

(2) The ESPP and the employee’s participation in it are offered by Ciena on a
\nwholly discretionary basis;<\/p>\n<\/p>\n<\/p>\n

(3) The employee’s participation in the ESPP is voluntary; and<\/p>\n<\/p>\n<\/p>\n

(4) Ciena and its participating Affiliates are not responsible for any
\ndecrease in the value of any shares of Common Stock acquired at purchase.<\/p>\n<\/p>\n<\/p>\n

Labor Law Acknowledgement and Policy Statement.<\/em> By accepting the
\ngrant of Purchase Rights, the employee acknowledges that Ciena Corporation, with
\nregistered offices at Winterson Road, Linthicum, Maryland 21010, U.S.A., is
\nsolely responsible for the administration of the ESPP. The employee further
\nacknowledges that his or her participation in the ESPP, the grant of Purchase
\nRights and any acquisition of shares of Common Stock under the ESPP do not
\nconstitute an employment relationship between the employee and Ciena Corporation
\nbecause the employee is participating in the ESPP on a wholly commercial basis
\nand his sole employer is Ciena Communications Mexico S.A. de C.V. or Ciena
\nMexico S.A. de C.V (“Ciena-Mexico”). Based on the foregoing, the employee
\nexpressly acknowledges that the ESPP and the benefits that the employee may
\nderive from his or her participation in the ESPP do not establish any rights
\nbetween the employee and the his or her Employer, Ciena-Mexico, and do not form
\npart of the employment conditions and\/or benefits provided by Ciena-Mexico, and
\nany modification of the ESPP or its termination shall not constitute a change or
\nimpairment of the terms and conditions of the employee’s employment.<\/p>\n<\/p>\n<\/p>\n

The employee further understands that his or her participation in the ESPP is
\nthe result of a unilateral and discretionary decision of Ciena Corporation and
\ntherefore, Ciena Corporation reserves the absolute right to amend and\/or
\ndiscontinue his or her participation in the ESPP at any time, without any
\nliability to the employee.<\/p>\n<\/p>\n<\/p>\n

Finally, the employee hereby declares that he or she does not reserve to him-
\nor herself any action or right to bring any claim against Ciena Corporation for
\nany compensation or damages regarding any provision of the ESPP or the benefits
\nderived under the ESPP, and the employee therefore grants a full and broad
\nrelease to Ciena Corporation, its subsidiaries, affiliates, branches,
\nrepresentation offices, shareholders, officers, agents and legal
\nrepresentatives, with respect to any claim that may arise.<\/p>\n<\/p>\n<\/p>\n

Spanish Translation <\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Reconocimiento del Acuerdo de Inscripci 179n <\/em><\/p>\n<\/p>\n<\/p>\n

Al aceptar el otorgamiento de derechos de compra, usted reconoce que ha
\nrecibido una copia del ESPP y del Acuerdo de Inscripci 179n, incluyendo este Anexo
\nA, mismos que usted ha revisado. Usted reconoce, adem 161s, que acepta todas las
\ndisposiciones del ESPP y del acuerdo de inscripci 179n, incluyendo este Anexo A.
\nUsted tambi n reconoce que ha le -do y, espec -fica y expresamente aprueba los
\nt rminos y condiciones establecidos en el apartado intitulado Naturaleza del
\nOtorgamiento del Acuerdo de Inscripci 179n, que claramente dispone lo siguiente:
\n<\/em><\/p>\n<\/p>\n<\/p>\n

(1)<\/em> Su participaci 179n en el ESPP no constituye un derecho
\nadquirido; <\/em><\/p>\n<\/p>\n<\/p>\n

(2)<\/em> El ESPP y su participaci 179n en el ESPP son ofrecidos por
\nCiena sobre una base totalmente discrecional; <\/em><\/p>\n<\/p>\n<\/p>\n

(3)<\/em> Su participaci 179n en el ESPP es voluntaria; y <\/em><\/p>\n<\/p>\n<\/p>\n

(4)<\/em> Ciena y sus afiliadas no son responsables de ninguna
\ndisminuci 179n en el valor de cualesquiera de las Acciones adquiridas al momento de
\nla compra. <\/em><\/p>\n<\/p>\n<\/p>\n

Reconocimiento de Ley Laboral y Declaraci 179n de Pol -tica <\/em><\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

Al aceptar el otorgamiento de los derechos de compra, usted reconoce que
\nCiena Corporation, con oficinas registradas en 701 Winterson Road, Linthicum,
\nMaryland 21010, Estados Unidos de Am rica, es nicamente responsable por la
\nadministraci 179n del ESPP. Adem 161s, usted reconoce que su participaci 179n en el ESPP,
\nel otorgamiento de derechos de compra y cualquier adquisici 179n de acciones de
\nconformidad con el ESPP no constituyen una relaci 179n laboral entre usted y Ciena
\nCorporation. porque usted est 161 participando en el ESPP sobre una base totalmente
\ncomercial y su nico patr 179n es Ciena Communications Mexico S.A. de C.V. or Ciena
\nMexico S.A. de C.V (“Ciena-M xico”). Con base en lo anterior, usted expresamente
\nreconoce que el ESPP y los beneficios que le pueden derivar de la participaci 179n
\nen el ESPP no establecen ning n derecho entre usted y su Patr 179n, Ciena-M xico, y
\nno forman parte de las condiciones de trabajo y\/o prestaciones otorgadas por
\nCiena-M xico, y cualquier modificaci 179n al ESPP o su terminaci 179n no constituir 161
\nun cambio o deterioro de los t rminos y condiciones de su trabajo.<\/em><\/p>\n<\/p>\n<\/p>\n

Adem 161s, usted entiende que su participaci 179n en el ESPP es resultado de
\nuna decisi 179n discrecional y unilateral de Ciena Corporation.; por lo que Ciena
\nCorporation se reserva el derecho absoluto a modificar y\/o discontinuar su
\nparticipaci 179n en el ESPP en cualquier momento, sin responsabilidad alguna para
\ncon usted.<\/em><\/p>\n<\/p>\n<\/p>\n

Finalmente, usted manifiesta que no se reserva ninguna acci 179n o derecho
\npara presentar una reclamaci 179n o demanda en contra de Ciena Corporation por
\ncualquier compensaci 179n o da 177os en relaci 179n con cualquier disposici 179n del ESPP o
\nde los beneficios derivados del ESPP y, por lo tanto, usted otorga un amplio y
\ntotal finiquito a Ciena Corporation, sus subsidiarias, afiliadas, sucursales,
\noficinas de representaci 179n, accionistas, directores, funcionarios, agentes y
\nrepresentantes legales con respecto a cualquier reclamaci 179n o demanda que
\npudiera surgir.<\/em><\/p>\n<\/p>\n<\/p>\n

NETHERLANDS<\/strong><\/p>\n<\/p>\n<\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Nature of Grant.<\/em> By participating in the ESPP, the employee
\nacknowledges that the Purchase Rights granted under the ESPP are intended as an
\nincentive for the employee to remain in service with the Employer and are not
\nintended as remuneration for labor performed.<\/p>\n<\/p>\n<\/p>\n

Notifications<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Insider Trading Notification. <\/em>The employee should be aware of the
\nDutch insider trading rules, which may impact the employee’s sale of shares of
\nCommon Stock under the ESPP. In particular, the employee may be prohibited from
\neffectuating certain transactions involving shares of Common Stock if he or she
\nhas inside information about Ciena.<\/p>\n<\/p>\n<\/p>\n

Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has
\n“insider information” related to an issuing company is prohibited from
\neffectuating a transaction in securities in or from the Netherlands. “Inside
\ninformation” is defined as knowledge of specific information concerning the
\nissuing company to which the securities relate or the trade in securities issued
\nby such company, which has not been made public and which, if published, would
\nreasonably be expected to affect the share price, regardless of the development
\nof the price. The insider could be any employee of Ciena or its participating
\nAffiliates in the Netherlands who has inside information as described herein.
\nGiven the broad scope of the definition of inside information, certain employees
\nworking at of Ciena or its participating Affiliates in the Netherlands may have
\ninside information and, thus, would be prohibited from effectuating a
\ntransaction in securities in the Netherlands at a time when they have such
\ninside information.<\/p>\n<\/p>\n<\/p>\n

By accepting the offer and the underlying shares of Common Stock, the
\nemployee acknowledges having read and understood the notification above and
\nacknowledges that it is the employee’s responsibility to comply with the Dutch
\ninsider trading rules, as discussed herein. If the employee is uncertain whether
\nthe insider-trading rules apply to him or her, the employee should consult his
\nor her personal legal advisor.<\/p>\n<\/p>\n<\/p>\n

POLAND<\/strong><\/p>\n<\/p>\n<\/p>\n

Notifications<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Exchange Control Information.<\/em> Polish residents are obligated to
\ntransfer funds via bank accounts if the transferred amount in a particular
\ntransaction exceeds 15,000. Polish residents are also required to store the
\ndocuments connected with foreign exchange transactions for a period of five
\nyears, counting from the end of the year when the foreign exchange transactions
\nwere<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

made. In addition, Polish residents holding foreign securities (including
\nshares of Common Stock) abroad have certain reporting requirements to the
\nNational Bank of Poland. Polish residents holding foreign securities will be
\nrequired to file quarterly reports with information on transactions and balances
\nregarding foreign securities if the value (calculated individually or together
\nwith other assets\/liabilities possessed abroad) exceeds PLN 7 million. The
\nreports must be filed on special forms available on the website of the National
\nBank of Poland. It is the employee’s responsibility to comply with all
\napplicable exchange control regulations.<\/p>\n<\/p>\n<\/p>\n

SINGAPORE<\/strong><\/p>\n<\/p>\n<\/p>\n

Notifications<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Securities Law Information.<\/em> The grant of the Purchase Rights is
\nbeing made pursuant to the “Qualifying Person” exemption under Section 273
\n(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The
\nESPP has not been lodged or registered as a prospectus with the Monetary
\nAuthority of Singapore. The employee should note that the grant is subject to
\nsection 257 of the SFA and he or she will not be able to make (i) any subsequent
\nsale of shares of Common Stock in Singapore or (ii) any offer of such subsequent
\nsale of shares of Common Stock in Singapore, unless such sale or offer in
\nSingapore is made pursuant to the exemptions under Part XIII Division (1)
\nSubdivision (4) (other than section 280) of the SFA.<\/p>\n<\/p>\n<\/p>\n

Director Notification Requirements.<\/em> If an employee is a director,
\nassociate director or shadow director of a Singapore participating Affiliate,
\nthe employee must notify the Singapore participating Affiliate in writing within
\ntwo days of the employee receiving or disposing of an interest (e.g., Purchase
\nRights, Common Stock) in Ciena or any participating Affiliate, or within two
\ndays of the employee becoming a director if such an interest exists at the time.\n<\/p>\n<\/p>\n<\/p>\n

Insider Trading Information.<\/em> The employee should be aware of the
\nSingapore insider trading rules, which may impact the employee’s acquisition or
\ndisposal of shares of Common Stock or rights to shares of Common Stock under the
\nESPP. Under the Singapore insider trading rules, the employee is prohibited from
\nacquiring or selling shares of Common Stock or rights to shares of Common Stock
\n(e.g., Purchase Rights) when he or she is in possession of information which is
\nnot generally available and which the employee knows or should know will have a
\nmaterial effect on the price of the shares of Common Stock once such information
\nis generally available.<\/p>\n<\/p>\n<\/p>\n

SPAIN<\/strong><\/p>\n<\/p>\n<\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Nature of Grant.<\/em> This provision supplements the Nature of Grant
\nsection in the Enrollment Form:<\/p>\n<\/p>\n<\/p>\n

In accepting the Purchase Rights, the employee consents to participate in the
\nESPP and acknowledges that he or she has received a copy of the ESPP.<\/p>\n<\/p>\n<\/p>\n

The employee understands and agrees that in accepting the Purchase Rights,
\nthe employee will cease to be a participant in the ESPP upon the termination of
\nhis or her status as an eligible employee for any reason (including for the
\nreasons listed below) and the employee’s payroll deductions shall cease and be
\nreturned to the employee, without interest, as soon as administratively
\npossible.<\/p>\n<\/p>\n<\/p>\n

The employee understands that Ciena has unilaterally, gratuitously and
\ndiscretionally decided to grant Purchase Rights under the ESPP to individuals
\nwho may be eligible employees. The decision is a limited decision that is
\nentered into upon the express assumption and condition that any offer will not
\neconomically or otherwise bind Ciena or any participating Affiliate on an
\nongoing basis. Consequently, the employee understands that the Purchase Rights
\nare granted on the assumption and condition that the ESPP and any shares of
\nCommon Stock purchased under the ESPP are not part of any employment contract
\neither with Ciena or a participating Affiliate and shall not be considered a
\nmandatory benefit, salary for any purposes (including severance compensation) or
\nany other right whatsoever. In addition, the employee understands that the
\nPurchase Rights would not be granted to the employee but for the assumptions and
\nconditions referred to herein; thus, the employee acknowledges and freely
\naccepts that should any or all of the assumptions be mistaken or should any of
\nthe conditions not be met for any reason, then the Purchase Rights shall be null
\nand void.<\/p>\n<\/p>\n<\/p>\n

Further, the employee’s participation in the ESPP is expressly conditioned on
\nhis or her continued and active employment, such that if his or her employment
\nterminates for any reason whatsoever, the employee’s participation in the ESPP
\nwill cease immediately, effective on the date of his or her termination of
\nemployment (or as of the end of the Purchase Period following<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

termination as provided in the ESPP where the employee retires, dies, becomes
\ndisabled, or is laid off or on authorized leave). This will be the case, for
\nexample, even if (1) the employee is considered to be unfairly dismissed without
\ngood cause; (2) the employee is dismissed for disciplinary or objective reasons
\nor due to a collective dismissal; (3) the employee terminates employment due to
\na unilateral breach of contract by Ciena or any of its participating Affiliates;
\nor (3) the employee’s employment terminates for any reason other than those set
\nforth in the preceding sentence.<\/p>\n<\/p>\n<\/p>\n

Notifications<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Exchange Control Information.<\/em> The acquisition of shares of Common
\nStock under the ESPP must be declared for statistical purposes to the Spanish
\nDirecci 179n General de Comercio e Inversiones (the “DGCI”), the Bureau for
\nCommerce and Investments, which is a department of the Ministerio<\/em>
\nde Industria, Turismo y Comercio<\/em>. The employee also must declare
\nownership of any shares by filing a D-6 form with the DGCI. Generally, the D-6
\nform must be filed each January while the shares are owned or to report the sale
\nof shares of Common Stock.<\/p>\n<\/p>\n<\/p>\n

When receiving foreign payments exceeding 50,000 derived from the ownership
\nof shares of Common Stock (i.e.,<\/em> dividends or sale proceeds), the
\nemployee must inform the financial institution receiving the payment of the
\nbasis upon which such payment is made. The employee will need to provide the
\ninstitution with the following information: (i) name, address, and fiscal
\nidentification number; (ii) the name and corporate domicile of Ciena; (iii) the
\namount of the payment; the currency used; (iv) the country of origin; (v) the
\nreasons for the payment; and (vi) further information that may be required.<\/p>\n<\/p>\n<\/p>\n

SWEDEN<\/strong><\/p>\n<\/p>\n<\/p>\n

There are no country-specific provisions.<\/p>\n<\/p>\n<\/p>\n

SWITZERLAND<\/strong><\/p>\n<\/p>\n<\/p>\n

Notifications<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Securities Law Information.<\/em> The offering of the ESPP is considered a
\nprivate offering in Switzerland; therefore, it is not subject to registration in
\nSwitzerland.<\/p>\n<\/p>\n<\/p>\n

UNITED ARAB EMIRATES<\/strong><\/p>\n<\/p>\n<\/p>\n

Notifications<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Securities Law Information. <\/em>The ESPP is only being offered to
\nqualified employees and is in the nature of providing equity incentives to
\nemployees of Ciena’s participating Affiliates in the United Arab Emirates. Any
\ndocuments related to the ESPP, including the ESPP, the Prospectus and other
\ngrant documents (“ESPP Documents”), are intended for distribution only to such
\nemployees and must not be delivered to, or relied on by, any other person. The
\nemployee, as a prospective stockholder, should conduct his or her own due
\ndiligence on the securities. If the employee does not understand the contents of
\nthe ESPP Documents, he or she should consult an authorized financial adviser.\n<\/p>\n<\/p>\n<\/p>\n

The relevant securities authorities have no responsibility for reviewing or
\nverifying any ESPP Documents. United Arab Emirates securities or
\nfinancial\/economic authorities have not approved the ESPP Documents, nor taken
\nsteps to verify the information set out in them, and thus, are not responsible
\nfor their content.<\/p>\n<\/p>\n<\/p>\n

The employee as a prospective stockholder should conduct their own due
\ndiligence on the securities.<\/p>\n<\/p>\n<\/p>\n

UNITED KINGDOM<\/strong><\/p>\n<\/p>\n<\/p>\n

Terms and Conditions<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

Taxes.<\/em> This section supplements the Responsibility for Taxes section
\nof the Enrollment Form:<\/p>\n<\/p>\n<\/p>\n

If payment or withholding of the income tax due in connection with the
\nemployee’s participation in the ESPP is not made within ninety (90) days of the
\nevent giving rise to the income tax liability or such other period specified in
\nSection 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the
\n“Due Date”), the amount of any uncollected income tax will constitute a loan
\nowed by the employee to the Employer, effective on the Due Date. The employee
\nagrees that the loan will<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

bear interest at the then-current Official Rate of Her Majesty’s Revenue and
\nCustoms (“HMRC”), it will be immediately due and repayable, and Ciena or the
\nEmployer may recover it at any time thereafter by any of the means referred to
\nin the Responsibility for Taxes section of the Enrollment Form.<\/p>\n<\/p>\n<\/p>\n

Notwithstanding the foregoing, if the employee is a director or executive
\nofficer of Ciena (within the meaning of Section 13(k) of the U.S. Securities
\nExchange Act of 1934, as amended), the employee will not be eligible for such a
\nloan to cover the income tax liability. In the event that the employee is such a
\ndirector or executive officer and the income tax is not collected from or paid
\nby the employee by the Due Date, the amount of any uncollected income tax will
\nconstitute a benefit to the employee on which additional income tax and National
\nInsurance Contributions (“NICs”) will be payable. The employee acknowledges that
\nCiena or the Employer may recover any such additional income tax and NICs at
\nanytime thereafter by any of the means referred to in the Responsibility for
\nTaxes section of the Enrollment Form. The employee understands that he or she is
\nresponsible for reporting and paying any income tax and NICs due on this
\nadditional benefit directly to HMRC under the self-assessment regime.<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7094],"corporate_contracts_industries":[9509],"corporate_contracts_types":[9539,9545],"class_list":["post-38826","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ciena-corp","corporate_contracts_industries-technology__networking","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38826","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38826"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38826"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38826"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38826"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}