CIENA CORPORATION 2000 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT ANNUAL GRANT FOR DIRECTORS

Exhibit 10.5

CIENA CORPORATION
2000 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT
ANNUAL GRANT FOR DIRECTORS

     Ciena Corporation, a Delaware corporation (the “Company”), hereby grants stock units relating to shares of its common stock, $.01 par value (the “Stock”), to the individual named below as the Holder, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Ciena Corporation 2000 Equity Incentive Plan (the “Plan”).

Grant Date:

Name of Holder: «FirstName» «MiddleName» «LastName»

Number of Stock Units Covered by Grant: «NumberRestShares»

     By signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which is attached. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the terms of the Plan.

Holder:
		(Signature)
Ciena Corporation:
		By: Russell B. Stevenson, Jr.
		Senior Vice President and Secretary

Attachment

This is not a stock certificate or a negotiable instrument.

CIENA CORPORATION
2000 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

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.
		“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.
Vesting		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.
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.
Forfeiture of Unvested Units		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 Stock Units that have not yet vested.
Termination for Cause		If your Service is terminated for Cause, you shall forfeit all Stock Units, whether or not vested.
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.
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.

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.
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 Company’s 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.
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.