CIENA CORPORATION 2010 INDUCEMENT EQUITY AWARD PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • December 22nd, 2009 • Ciena Corp • Telephone & telegraph apparatus
Ciena Corporation, a Delaware corporation, (the “Company”), hereby grants restricted stock units relating to shares of its common stock, $.01 par value, (the “Stock”), to the individual named below as the Grantee, subject to the vesting conditions set forth in this Agreement. This grant is subject to the terms and conditions set forth in (i) this Agreement, including any appendix attached hereto (as may be applicable for non-U.S. employees), (ii) the 2010 Inducement Equity Award 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.
THE EMEA SELLERS ALAN BLOOM, STEPHEN HARRIS, ALAN HUDSON, DAVID HUGHES AND CHRISTOPHER HILL AS JOINT ADMINISTRATORS YARON HAR-ZVI AND AVI D. PELOSSOF AS JOINT ISRAELI ADMINISTRATORS CIENA CORPORATION DEED OF AMENDMENT (AMENDMENT NO. 3) relating to the...Ciena Corp • December 22nd, 2009 • Telephone & telegraph apparatus
Amendment No. 1 to the Amended and Restated Asset Sale AgreementAsset Sale Agreement • December 22nd, 2009 • Ciena Corp • Telephone & telegraph apparatus
This Amendment No. 1 (“Amendment No. 1”), dated as of the 3rd day of December 2009, to the Amended and Restated Asset Sale Agreement (the “Agreement”), dated as of November 24, 2009, by and among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), and the other entities identified therein as Sellers, and Ciena Corporation, a corporation organized under the laws of Delaware (the “Purchaser”). Capitalized terms used herein and not defined shall have the meaning set forth in the Agreement.
THE EMEA SELLERS ALAN BLOOM, STEPHEN HARRIS, ALAN HUDSON, DAVID HUGHES AND CHRISTOPHER HILL AS JOINT ADMINISTRATORS YARON HAR-ZVI AND AVI D. PELOSSOF AS JOINT ISRAELI ADMINISTRATORS CIENA CORPORATION DEED OF AMENDMENT relating to the Asset Sale...Ciena Corp • December 22nd, 2009 • Telephone & telegraph apparatus
THE EMEA SELLERS ALAN BLOOM, STEPHEN HARRIS, ALAN HUDSON, DAVID HUGHES AND CHRISTOPHER HILL AS JOINT ADMINISTRATORS YARON HAR-ZVI AND AVI D. PELOSSOF AS JOINT ISRAELI ADMINISTRATORS CIENA CORPORATION AMENDMENT AGREEMENT relating to the Asset Sale...Amendment Agreement • December 22nd, 2009 • Ciena Corp • Telephone & telegraph apparatus
This Agreement amends the Asset Sale Agreement dated 07 October 2009 between the EMEA Sellers, the Joint Administrators, the Joint Israeli Administrators and the Purchaser (the “Asset Sale Agreement”) whereby the EMEA Sellers agreed to sell and transfer to the Purchaser the EMEA Assets (as defined in the Asset Sale Agreement) for the consideration and upon the terms and subject to the conditions set out in the Asset Sale Agreement, as amended by a deed of amendment dated 20 October 2009 (the “Deed of Amendment”) (the Asset Sale Agreement together with the Deed of Amendment, the “EMEA ASA”).
DATED 7 October 2009 THE EMEA SELLERS ALAN BLOOM, STEPHEN HARRIS, ALAN HUDSON, DAVID HUGHES AND CHRISTOPHER HILL AS JOINT ADMINISTRATORS YARON HAR-ZVI AND AVI D. PELOSSOF AS JOINT ISRAELI ADMINISTRATORS CIENA CORPORATION ASSET SALE AGREEMENT RELATING...Asset Sale Agreement • December 22nd, 2009 • Ciena Corp • Telephone & telegraph apparatus
and “where is” basis, except in relation to the Israeli Assets (which, to the extent so ordered by the Israeli Court, shall be free and clear of all Liens), all right, title and interest that such EMEA Sellers may have (if any) to the EMEA Assets; and (ii) the EMEA Assumed Liabilities, subject to the terms and conditions of this Agreement.
