8-KLeadership ChangesExhibits & Filings

CIENA CORP 8-K Report, Executive Changes (Nov 1, 2013)

Filed November 1, 2013For Securities:CIEN

Summary

CIENA CORP (CIEN) filed this Form 8-K on November 1, 2013, to report on updates to its executive compensation arrangements, specifically regarding Change in Control Severance Agreements. The company has entered into revised agreements with its President and CEO, Gary B. Smith, and anticipates similar agreements with other executive officers. These revised agreements are designed to provide severance benefits to executives under specific termination scenarios following a change in control event. Key modifications to these agreements include an extension of their term from October 31, 2013, to November 30, 2016, and an updated definition of a "triggering event" to encompass a 90-day period preceding a change in control. While the terms remain substantially similar to previous agreements, these changes underscore Ciena's commitment to retaining executive talent and providing a measure of security during potential corporate transitions, which could be a point of interest for investors monitoring executive retention and corporate governance.

Key Highlights

  • 1Ciena Corporation entered into revised Amended and Restated Change in Control Severance Agreements with its CEO, Gary B. Smith, on November 1, 2013.
  • 2Similar revised agreements are expected to be entered into with other executive officers.
  • 3The agreements provide severance benefits if employment is terminated by Ciena without cause or by the officer for good reason within one year following a change in control.
  • 4The term of these agreements has been extended from October 31, 2013, to November 30, 2016.
  • 5The definition of a "triggering event" has been amended to include the 90-day period prior to a change in control transaction.
  • 6The terms of the revised agreements are substantially equivalent to the prior agreements.
  • 7The filing includes Exhibit 10.1 (Mr. Smith's agreement) and Exhibit 10.2 (form of agreement for other executives).

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about the revision and extension of Ciena Corporation's Change in Control Severance Agreements for its key executive officers, including the CEO. These agreements outline severance benefits in the event of specific employment terminations following a change in control of the company.

The main changes involve extending the term of the agreements from October 31, 2013, to November 30, 2016, and expanding the definition of a "triggering event" to include the 90-day period immediately before a change in control. The underlying severance provisions remain largely the same as previous agreements.

Severance benefits are applicable if an executive's employment is terminated by Ciena (or a successor) without "cause," or if the executive resigns for "good reason," within one year after a "change in control" of the company, as defined in the agreements. The revised definition also includes a triggering event in the 90-day period prior to a covered change in control transaction.

While the extension and modification of these agreements provide executive security during potential transitions, this filing itself does not confirm an impending change in control. Companies often update such agreements as part of standard corporate governance and executive retention strategies, especially to ensure continuity and alignment during uncertain periods.