AMENDMENT TO CIENA CORPORATION 2008 OMNIBUS INCENTIVE PLAN

 

THIS AMENDMENT (this “Amendment”) to the Ciena Corporation 2008 Omnibus Incentive Plan (the “Plan”), adding 5,500,000 shares to the shares available for awards under the Plan, was adopted by the Board of Directors of Ciena Corporation (the “Company”) on January 20, 2012, and is effective as of March 21, 2012, the date upon which the Amendment received approval of the stockholders of the Company.

The Plan is hereby amended by deleting Section 4.1 and replacing it in its entirety as follows:

 

“4.1. Number of Shares Available for Awards.

 

Subject to adjustment as provided in Section 17 hereof, the number of shares of Stock available for issuance under the Plan shall be 18,500,000, all of which may be granted as Incentive Stock Options, increased by shares of Stock covered by awards granted under a Prior Plan that are not purchased or are forfeited or expire, or otherwise terminate without delivery of any Stock subject thereto, to the extent such shares would again be available for issuance under such Prior Plan. Stock issued or to be issued under the Plan shall be authorized but unissued shares; or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company.”

 

 

To record adoption of the Amendment of the Plan by the Board as of January 20, 2012, and approval of the Amendment by the stockholders on March 21, 2012, the Company has caused its authorized officer to execute this Amendment to the Plan.