8-KMaterial AgreementsExhibits & Filings

CIENA CORP 8-K Report, Material Agreement (Oct 28, 2005)

Filed October 28, 2005For Securities:CIEN

Summary

Ciena Corporation (CIEN) filed an 8-K on October 28, 2005, reporting a significant decision by its Board of Directors on October 26, 2005, to accelerate the vesting of certain employee stock options. This acceleration primarily affects "out-of-the-money" options, defined as those with an exercise price of $2.50 per share or higher, which was the closing price on October 25, 2005. Approximately 14.1 million options were subject to this accelerated vesting, with a weighted average exercise price of $4.39. This move suggests management's attempt to retain talent and potentially align employee interests, though it also dilutes existing shareholders if exercised. Notably, certain performance-based options for executive officers are excluded from this acceleration. This decision impacts a substantial number of employee stock options, particularly those held by other employees (over 12.3 million shares) and named executive officers (over 1.8 million shares). While the intent may be to provide immediate value and incentivize employees amidst potential stock price stagnation, investors should consider the potential increase in outstanding shares and the impact on earnings per share should these options be exercised. The company also issued a press release on October 27, 2005, to disclose further details regarding this option acceleration.

Key Highlights

  • 1Ciena Corporation's Board of Directors approved the acceleration of vesting for certain "out-of-the-money" stock options on October 26, 2005.
  • 2Options with an exercise price of $2.50 per share or higher were eligible for acceleration.
  • 3A total of 14,122,571 stock options were subject to accelerated vesting.
  • 4The weighted average exercise price of the accelerated options was $4.39 per share.
  • 5Over 12.3 million options were accelerated for all other employees, and over 1.8 million for named executive officers.
  • 6Certain performance-based options for executive officers issued in December 2004 were not subject to acceleration.
  • 7The company issued a press release on October 27, 2005, to provide additional details about the option acceleration.

Frequently Asked Questions

The main event is Ciena Corporation's decision on October 26, 2005, to accelerate the vesting of a significant number of its "out-of-the-money" employee stock options.

The acceleration applied to unvested stock options with an exercise price equal to or greater than $2.50 per share, which was the closing price of Ciena's common stock on October 25, 2005. Options with an exercise price below $2.50 were not accelerated.

A total of 14,122,571 stock options were subject to accelerated vesting. This includes 12,311,690 options for all other employees and 1,810,881 options for named executive officers.

Yes, certain performance-based stock options issued to executive officers in December 2004 were explicitly excluded from this acceleration and will continue to vest according to their original terms.