8-KMaterial AgreementsExhibits & Filings

CIENA CORP 8-K Report, Material Agreement (Mar 18, 2005)

Filed March 18, 2005For Securities:CIEN

Summary

CIENA CORP (CIEN) filed an 8-K on March 18, 2005, reporting an amendment to its 2003 Employee Stock Purchase Plan (the "Plan"). This amendment, approved by stockholders on March 16, 2005, significantly increases the number of shares available for issuance under the Plan and introduces an annual evergreen provision. Key for investors, the amendment authorizes an additional 11,794,175 shares, bringing the total to 25 million shares. Furthermore, starting December 31, 2005, the number of available shares will be automatically replenished annually by up to four million shares, subject to the 25 million share cap. This move is aimed at continuing to incentivize employees and align their interests with shareholders through stock ownership.

Key Highlights

  • 1Ciena Corporation amended its 2003 Employee Stock Purchase Plan (the "Plan") on March 16, 2005.
  • 2The amendment was approved by stockholders at the Annual Meeting on March 16, 2005.
  • 3The number of shares available for issuance under the Plan was increased by 11,794,175 shares.
  • 4The total aggregate number of shares available for issuance under the Plan is now 25 million.
  • 5Beginning December 31, 2005, the Plan will be automatically replenished annually with up to four million shares.
  • 6The annual replenishment is subject to a maximum of 25 million total shares available at any time.
  • 7The filing includes the amended 2003 Employee Stock Purchase Plan as an exhibit.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report an amendment to Ciena Corporation's 2003 Employee Stock Purchase Plan, which was approved by stockholders and the Compensation Committee.

The amendment increases the number of shares available for issuance by 11,794,175, bringing the total to 25 million shares. Additionally, it introduces an annual replenishment of up to four million shares starting from December 31, 2005, capped at 25 million total shares.

The annual replenishment provision ensures a consistent availability of shares for the employee stock purchase plan over time, helping to maintain the program's effectiveness in incentivizing employees and aligning their interests with shareholders without requiring frequent separate approvals for share increases.

The amendment was approved by Ciena Corporation's stockholders at the Company's Annual Meeting of Stockholders held on March 16, 2005.