CIENA CORP
TRANSFER OF CONTROL/SEVERANCE AGREEMENT, G. SMITH
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>4
<FILENAME>w57758ex10-26.htm
<DESCRIPTION>TRANSFER OF CONTROL/SEVERANCE AGREEMENT, G. SMITH
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<P align="RIGHT"><FONT size="2">EXHIBIT 10.27</FONT>

<P align="center"><FONT size="2"><B>CIENA CORPORATION<BR>
TRANSFER OF CONTROL/SEVERANCE AGREEMENT</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This <B>Transfer of Control/Severance Agreement </B>(the &#147;Agreement&#148;), dated as
of December&nbsp;11, 2001, between <B>CIENA Corporation</B>, a Delaware corporation
(together with its subsidiaries, the &#147;Corporation&#148;) and <B>Gary B. Smith </B>(the
&#147;Executive&#148;).
</FONT>
<P align="center"><FONT size="2"><B>WITNESSETH</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Executive has now commenced serving as the President and Chief
Executive Officer of the Corporation and will possess an intimate knowledge of
the business and affairs of the Corporation. The Corporation recognizes the
Executive&#146;s potential contribution to its growth and success and desires to
enter into this Agreement with the Executive in order to assure to the
Corporation the benefits of the Executive&#146;s expertise and knowledge. The
Executive, in turn, desires an assurance of compensation by the Corporation
during the period set forth herein. The Corporation also wants assurance that
it will have the continued dedication, loyalty, and service of, and the
availability of objective advice and counsel from, the Executive
notwithstanding the possibility, threat or occurrence of a bid or other action
to take over control of the Corporation.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event the Corporation receives any proposals from a third party
concerning a possible business combination with the Corporation, or acquisition
of the Corporation&#146;s equity securities, the Board of Directors of the
Corporation (the &#147;Board&#148;) believes it imperative that the Corporation and the
Board be able to rely upon the Executive to continue in the Executive&#146;s
position and be available for advice, if requested, without concern that the
Executive might be distracted by the personal uncertainties and risks created
by such a proposal, or be influenced to consider other employment
opportunities or prospects because of such uncertainties or risks.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Should the Corporation receive any such proposals, in addition to the
Executive&#146;s regular duties, the Executive, in light of the Executive&#146;s
experience and knowledge gained within that portion of the business in which he
or she is principally engaged, may be called upon to assist in the assessment
of proposals, advise management and the Board as to whether such proposals
would be in the best interest of the Corporation and its shareholders, and to
take such other actions as the Board might determine to be appropriate.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accordingly, in consideration of the mutual covenants and representations
contained herein and the mutual benefits derived herefrom, the parties hereto
agree as follows:</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2"><B>1.</B></FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2"><B>Certain Definitions. </B>In addition to those terms defined elsewhere herein,
when used herein, the following capitalized terms shall have the meanings
indicated:</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1. &#147;Cause&#148; means (i)&nbsp;the Executive&#146;s willful or continued failure
substantially to perform the duties of the Executive&#146;s position (other than as
a result of Disability or as a result of termination by the Executive for Good
Reason) after written notice to the Executive by the Board specifying such
failure, provided that such &#147;cause&#148; shall have been found by a majority vote of
the Board after at least 10&nbsp;days&#146; written notice to the Executive specifying
the failure on the part of the Executive and after an opportunity for the
Executive to be heard at a meeting of the Board; (ii)&nbsp;any willful act or
omission by the Executive constituting dishonesty, fraud or other malfeasance,
or any act or omission by the Executive constituting immoral conduct, which in
any such case is injurious to the financial condition or business reputation of
the Corporation or any of its affiliates; or (iii)&nbsp;the Executive&#146;s indictment
for a felony under the laws of the United States or any state thereof or any
other jurisdiction in which the Corporation conducts business. For purposes of
this definition, no act or failure to act shall be deemed &#147;willful&#148; unless
effected by the Executive not in good faith and without a reasonable belief
that such action or failure to act was in or not opposed to the Corporation&#146;s
best interests.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2. &#147;Disability&#148; means either (i) &#147;total disability&#148; as defined for
purposes of the Corporation&#146;s long-term disability benefit plan; or (ii)&nbsp;the
Executive&#146;s inability, as a result of physical or mental incapacity, to perform
the Executive&#146;s duties for a period of six consecutive months or for an
aggregate of six months in any twelve consecutive month period.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.3. &#147;Effective Date&#148; means the date on which a Transfer of Control
occurs. In the event of a subsequent Transfer of Control within one year of
the prior Transfer in Control, &#147;Effective Date&#148; shall be adjusted to mean the
date on which the subsequent Transfer in Control occurs. Anything in this
Agreement to the contrary notwithstanding, if a Transfer of Control occurs, and
if the Executive&#146;s employment with the Corporation had terminated prior to the
date on which the Transfer of Control occurred, and if it is reasonably
demonstrated by the Executive that such termination of employment either was at
the request of a third party who had taken steps reasonably calculated to
effect the Transfer of Control or otherwise arose in connection with or in
anticipation of the Transfer of Control, then, for all purposes of this
Agreement, the term &#147;Effective Date&#148; shall mean, with respect to such Executive
only, the date immediately prior to the date of such termination of employment.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.4. &#147;Good Reason&#148; means (i)&nbsp;removal from, or failure to be appointed or
elected to, or failure to be reappointed or reelected to, the position of Chief
Executive Officer of the parent entity of the surviving enterprise following a
Transfer of Control; (ii)&nbsp;any other material diminution in the Executive&#146;s
title, position, duties or responsibilities, or the assignment to the Executive
of duties that are inconsistent, in a material respect, with the scope of
duties and responsibilities normally associated with those of a Chief Executive
Officer; (iii)&nbsp;reduction in base salary or Incentive Compensation
opportunity, or a reduction in level of participation in long term incentive,
benefit and other plans for senior executives as in effect immediately
preceding the Effective Date, or their equivalents; (iv)&nbsp;relocation of
</FONT>
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<P><FONT size="2">the Executive&#146;s principal workplace without the
Executive&#146;s consent to a location which is more than 50 miles
from the Executive&#146;s principal workplace on the Effective Date (provided that,
if the Executive becomes Chief Executive Officer of an entity that acquires the
Corporation, he may be required to relocate to the headquarters office of that
entity); or (v)&nbsp;any failure by the Corporation to comply with and satisfy the
requirements of Section&nbsp;7.3, provided that the successor shall have received at
least ten days prior written notice from the Corporation or the Executive of
the requirements of Section&nbsp;7.3. For purposes of clauses (i), (ii)&nbsp;or (iii)&nbsp;of
the preceding sentence, an isolated, insubstantial and inadvertent action not
taken in bad faith and which is remedied by the Corporation promptly after
receipt of notice thereof given by the Executive shall be excluded.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.5. &#147;Incentive Compensation&#148; includes any bonus or award received, or
which the Executive is eligible to receive, under any corporate incentive plan
or under any corporate long-term incentive plan maintained by the Corporation
(or any successor to any such plan).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.6. &#147;Transfer of Control&#148; shall be deemed to have taken place on the
earliest of the date of (a)&nbsp;the direct or indirect sale or exchange by the
stockholders of the Corporation of all or substantially all of the stock of the
Corporation where the stockholders of the Corporation before such sale or
exchange do not retain, directly or indirectly, at least a majority of the
beneficial interest in the voting stock of the surviving, continuing,
successor, or purchasing corporation or parent corporation thereof, as the case
may be (the &#147;Acquiring Corporation&#148;) after such sale or exchange; (b)&nbsp;a merger
or consolidation where the stockholders of the Corporation before such merger
or consolidation do not retain, directly or indirectly, at least a majority of
the beneficial interest in the voting stock of the Acquiring Corporation after
such merger or consolidation; (c)&nbsp;the sale, exchange, or transfer of all or
substantially all of the assets of the Corporation (other than a sale,
exchange, or transfer to one (1)&nbsp;or more subsidiary corporations of the
Corporation); (d)&nbsp;a liquidation or dissolution of the Corporation; or (e)&nbsp;any
other event that the Board, in its sole discretion, shall determine constitutes
a Transfer of Control. In each case the determination of whether or not a
&#147;Transfer of Control&#148; is deemed to have taken place shall be made without
regard to whether such events or occurrences constituting the Transfer of
Control were hostile or against the position of the Board, or were approved or
concurred in by the Board.
</FONT>
<P align="left"><FONT size="2"><B>2. Term of Agreement.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon execution by the Executive, this Agreement shall commence as of
December&nbsp;11, 2001. This Agreement shall continue in effect through December
11, 2002; provided, however, that commencing on December&nbsp;11, 2002, and every
annual anniversary of such date, the term of this Agreement shall automatically
be extended for an additional year unless, not later than ninety (90)&nbsp;calendar
days prior to the anniversary on which this Agreement otherwise automatically
would be extended, the Corporation shall have given notice to the Executive
that it does not wish to extend this Agreement; provided further, however, that
if a Transfer of Control shall have occurred during the original or any
extended term of this Agreement, this Agreement shall continue in effect for a
period of twelve (12)&nbsp;months beyond the month in which the Transfer of Control
occurred. No termination or expiration of this Agreement shall affect any
rights,
</FONT>
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<P><FONT size="2"> obligations or liabilities of either party that shall have accrued on or
prior to the date of such termination or expiration.
</FONT>
<P align="left"><FONT size="2"><B>3. Triggering Event.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event the Executive&#146;s employment with the Corporation is terminated
without Cause by the Corporation, or for Good Reason by the Executive, on or
within one year after the Effective Date, the Corporation shall (in addition to
any compensation or benefits to which the Executive may otherwise be entitled
under any other agreement, plan or arrangement with the Corporation, other than
amounts excluded by Section&nbsp;6.2) make the payments and shall provide the
benefits to the Executive specified under Section&nbsp;4 hereof, and, if applicable,
the payments contemplated under Section&nbsp;5 of this Agreement. For purposes of
this Section&nbsp;3, an Executive&#146;s employment with the Corporation will be deemed
to have terminated on the earlier of the date the Executive&#146;s employment with
the Corporation ceases or the date that written notice of any such termination
is received by the Executive or by the Corporation, as the case may be, even
though the parties may agree in connection therewith that the Executive&#146;s
employment with the Corporation will continue for a specified period
thereafter. The failure by the Executive or the Corporation to set forth in
any such notice sufficient facts or circumstances showing Good Reason or Cause,
as the case may be, shall not waive any right of the Executive or the
Corporation or preclude either party from asserting such facts or circumstances
in the enforcement of any such right.
</FONT>
<P align="left"><FONT size="2"><B>4. Severance Benefits.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1. Severance Payment. Within thirty days of the Executive&#146;s termination
of employment with the Corporation, it shall pay to the Executive, in a lump
sum, the greater of (i)&nbsp;Three Million Dollars ($3,000,000), or (ii)&nbsp;an amount
equal to three times the sum of (x)&nbsp;Executive&#146;s actual annual rate of base
salary as in effect immediately prior to either the date of the Executive&#146;s
termination of employment with the Corporation or the Effective Date, whichever
is higher, and (y)&nbsp;the Executive&#146;s annual bonus amount under any incentive
plan(s) or program(s) in which the Executive participated immediately prior to
either the date of the Executive&#146;s termination of employment or the Effective
Date, whichever annual bonus amount is higher, subject to any applicable
payroll or other taxes required to be withheld. In determining actual annual
rate of base salary, such sums shall be adjusted to include the dollar value of
any compensation that would have been paid to the Executive but was deferred or
excluded for federal income tax purposes pursuant to any deferred compensation
program approved by the Corporation. The annual bonus amount shall be based on
an assumed achievement of 100% of the targeted performance goal for such award.
Upon receipt of the amount specified under this Section&nbsp;4.1, neither the
Executive nor any other person claiming any payment by reason of the
Executive&#146;s participation in the applicable annual bonus plan, shall have any
right to any payment under such plan(s) or program(s) with respect to any
applicable award thereunder.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2. Welfare Benefit and Director and Officer Insurance Continuation. The
Executive&#146;s (and, where applicable, members of the Executive&#146;s family&#146;s) participation in the
group medical, dental, life and disability plans maintained by the
Corporation shall be
</FONT>
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<P><FONT size="2">continued on substantially the same basis as if the
Executive were an employee of the Corporation until the earlier of the third
anniversary of the Executive&#146;s termination or the last day of the month in
which the Executive commences employment with another employer (the &#147;Coverage
Period&#148;). In the event that the Corporation is unable for any reason to
provide for the Executive&#146;s (and, where applicable, the Executive&#146;s family&#146;s)
continued participation in one or more of such plans during the Coverage
Period, the Corporation shall pay or provide at its expense equivalent benefit
coverage for the remainder of the Coverage Period. The Corporation shall also
pay to the Executive at least annually an amount which shall be sufficient on
an after tax basis to compensate the Executive for all additional taxes
incurred by reason of any income realized as a result of the continued coverage
under this subparagraph, to the extent such taxes result from the Executive&#146;s
status as a non-employee and would not be incurred if the Executive was an
employee of the Corporation, on a grossed-up basis at the highest marginal
income tax rate for individuals. The Coverage Period shall be taken into
account as a period of continuation coverage for purposes of Part 6 of Title I
of the Employee Retirement Income Security Act of 1974, as amended (&#147;ERISA&#148;),
or for purposes of any other obligation of the Corporation to provide any
continued coverage to the Executive (and, where applicable, members of the
Executive&#146;s family) under any group medical, dental, life or disability plan.
The Corporation shall continue to maintain director and officer insurance
covering the Executive, and shall maintain in effect any indemnification
agreements providing for indemnification of the Executive by the Corporation,
until the period under the applicable statute of limitations has ended.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3. Stock Options. All options granted to the Executive to purchase
capital stock of the Corporation under any plan, program or arrangement
maintained by the Corporation, shall become vested and exercisable upon a
Transfer of Control to the extent provided for under the terms of such plan,
program or arrangement. In addition to any accelerated vesting of the
Executive&#146;s options under such plan, program or arrangement, in the event that:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2"></FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;the Executive&#146;s employment with the Corporation is terminated
without Cause by the Corporation, or for Good Reason by<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Executive, within one year after the Effective Date,</FONT></TD>
</TR>
</TABLE>

<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;the Executive executes a general release and waiver in
accordance with Section&nbsp;7.1, and</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;the Executive satisfies the condition precedent set forth in Section
4.4,</FONT></TD>
</TR>

</TABLE>
<P><FONT size="2">then all of the Executive&#146;s unvested options shall become immediately vested
and exercisable. In all other instances, vesting of any such options shall
cease on the last day of the Executive&#146;s active employment with the
Corporation, irrespective of the existence of salary continuation payments
beyond such last day.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4. Condition Precedent. The Parties agree that payment of the severance
benefits set forth in this Section&nbsp;4 shall be conditioned upon and subject to
the Executive&#146;s agreement that, for a period of twelve months following the
Executive&#146;s last day of employment</FONT>
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<P><FONT size="2">with the Corporation, the Executive will not, whether alone or as a partner, officer,
director, consultant, agent, employee or stockholder of any company or other
commercial enterprise, directly or indirectly, without the prior written
consent of the Corporation, engage or invest in, own, manage, operate, finance,
control or participate in the ownership, management, operation, financing or
control of, be employed by or associated with any business or other commercial
activity whose products or activities compete, in whole or in part, with the
products or activities of the Corporation; provided, that the Executive may
purchase or otherwise acquire as a passive investment up to (but not more than)
one percent of any class of security of any enterprise (but without otherwise
participating in the activities of such enterprise) if such securities are
listed on any national or regional securities exchange or have been registered
under Section&nbsp;12(g) of the Securities Exchange Act of 1934.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.5. Remedies. In the event of a breach of Section&nbsp;4.4 by the Executive,
then the Executive shall immediately reimburse the Corporation the entire gross
amount of the severance benefits paid to the Executive pursuant to Section&nbsp;4 up
to the date of such breach. The forfeiture provisions of this Section&nbsp;4.5
shall be in addition to, and not in limitation of, any other remedies available
to the Corporation at law or in equity.
</FONT>
<P align="left"><FONT size="2"><B>5. Certain Additional Payments by the Corporation.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1. Excise Tax Protection. In the event it shall be determined that any
payment or distribution by the Corporation to or for the benefit of the
Executive (whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section&nbsp;5) (a &#147;Payment&#148;) would be
subject to the excise tax imposed by Section&nbsp;4999 (or any successor provision)
of the Code or any interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax, together with any such interest
and penalties, are hereinafter collectively referred to as the &#147;Excise Tax&#148;),
then the Corporation shall pay to the Executive an additional amount (a
&#147;Gross-Up Payment&#148;) equal to the Excise Tax imposed upon such Payment.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2. Determinations. Subject to the provisions of Section&nbsp;5.3 below, all
determinations required to be made under this Section&nbsp;5, including whether and
when a Gross-Up Payment is required, the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by the Corporation&#146;s then acting independent certified public accounting firm
at the Effective Date (the &#147;Tax Firm&#148;), which shall provide detailed supporting
calculations both to the Corporation and the Executive within 15 business days
of the receipt of notice from the Executive that there has been a Payment, or
such earlier time as may be requested by the Corporation. The Tax Firm may
employ and rely upon the opinions of actuarial or legal professionals to the
extent it deems necessary or advisable. In the event that the Tax Firm
determines for any reason that it is unable to perform such services, or
declines to do so, the Corporation shall select another nationally recognized
law or accounting firm to make the determinations required under this section
(which firm shall then be referred to as the Tax Firm hereunder). All fees and
expenses of the Tax Firm shall be borne solely by the</FONT>
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<P><FONT size="2">Corporation. Any Gross-Up Payment determined pursuant to this
Section&nbsp;5 shall be paid by the Corporation to the Executive within five business days of the
Corporation&#146;s receipt of the Tax Firm&#146;s determinations. If the Tax Firm
determines that no Excise Tax should be payable by the Executive, the Tax Firm
shall be requested to furnish the Executive with a written opinion that failure
to report the Excise Tax on the Executive&#146;s applicable federal income tax
return would not result in the imposition of a negligence or similar penalty.
Any determination by the Tax Firm shall be binding upon the Corporation and the
Executive. As a result of possible uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Tax Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Corporation should have been made or that the Gross-Up Payments which
are made by the Corporation will be insufficient to satisfy the Excise Tax (an
&#147;Underpayment&#148;), consistent with the calculations required to be made
hereunder. In the event that the Corporation exhausts its remedies pursuant to
Section&nbsp;5.3, and the Executive thereafter is required to make a payment of any
Excise Tax, the Tax Firm shall determine the amount of the Underpayment that
has occurred and any such Underpayment shall be promptly paid by the
Corporation to or for the benefit of the Executive.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.3. Underpayments. The Executive shall notify the Corporation in writing
of any claim by the Internal Revenue Service that, if successful, would result
in the assessment or collection of any Underpayment with respect to the
Executive. Such notification shall be given as soon as practicable but no
later than ten business days after the Executive is informed in writing of such
claim and shall apprise the Corporation of the nature of such claim and the
date on which such claim is requested to be paid; provided, however, that a
failure by the Executive to give notice timely shall not relieve the
Corporation of its obligations hereunder except to the extent it shall have
been materially prejudiced. The Executive shall not pay such claim prior to
the expiration of the 30-day period following the date on which it gives such
notice to the Corporation (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the Corporation
notifies the Executive in writing prior to the expiration of such period that
it desires to contest such claim, the Executive shall:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp; give the Corporation any information reasonably requested by the
Corporation relating to such claim,
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp; take such action in connection with contesting such claim as the
Corporation shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim
by the Tax Firm or any other law firm selected by the Corporation,
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp; cooperate with the Corporation in good faith in order effectively to
contest such claim, and
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp; permit the Corporation to participate in any proceedings relating to
such claim;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;provided, however, that the Corporation shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax</FONT>
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<P><FONT size="2">or income and employment tax (including interest and penalties with respect thereto)
imposed as a result of such representation and payment of costs and expenses.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.4. Refunds. If, after the receipt by the Executive of any amount paid
or advanced by the Corporation in connection with a contest undertaken pursuant
to Section&nbsp;5.3, the Executive becomes entitled to receive any refund or credit
with respect thereto, the Executive shall (subject to the Corporation&#146;s
complying with the requirements of Section&nbsp;5.3) promptly pay to the Corporation
the amount of such refund or credit (together with any interest paid or
credited thereon after taxes applicable thereto).
</FONT>
<P align="left"><FONT size="2"><B>6. Terms and Conditions of Participation.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1. Conditions of Participation. As a condition to being covered by this
Agreement, the Executive acknowledges and agrees that (i)&nbsp;except as may
otherwise be expressly provided under any other executed agreement between the
Executive and the Corporation, nothing contained in this Agreement (including,
but not limited to using the term &#147;Cause&#148; to determine benefits under this
Agreement) is intended to change the fact that the employment of the Executive
by the Corporation is &#147;at will&#148; and, prior to the Effective Date, may be
terminated by either the Executive or the Corporation at any time, and (ii)
disputes regarding the Executive&#146;s employment with the Corporation (regardless
of whether such dispute involves the terms of this Agreement) shall be subject
to arbitration as provided in Section&nbsp;7.5 of this Agreement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2. Non-Duplication. As a condition of being covered by this Agreement,
and notwithstanding any agreement to the contrary, the Executive agrees that
(i)&nbsp;the payments under this Agreement shall be the only severance or similar
payments that are payable by the Corporation under any plan, program, policy or
agreement, other than that certain Executive Incentive Agreement, dated August
18, 1999, by and between the Executive and the Corporation, and (ii)&nbsp;except for
amounts payable under any retirement plans, stock purchase plans or deferred
compensation plans of the Corporation in which the Executive may participate,
the payments under this Agreement are in full and complete satisfaction of all
liabilities of the Corporation with respect to the Executive under all such
other plans, programs and agreements.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3 No Effect on Other Agreements;Inconsistent Provisions. This Agreement
shall be in addition to, and have no effect on, the provisions of any other
agreements, including without limitation indemnification agreements and
proprietary inventions/confidentiality agreements that may exist between the
Corporation and the Executive. Notwithstanding the foregoing, to the extent
that the terms and conditions of this Agreement are inconsistent with those
found in any other agreement or plan to which the Corporation and the Executive
are each a party, the terms and conditions of this Agreement shall be
controlling.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4. Amendment and Termination. This Agreement may not be amended or
terminated after the Effective Date. Prior to the Effective Date, the Board
may, in its sole discretion, modify or amend this Agreement in any respect, or
terminate the Agreement, provided</FONT>
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<P><FONT size="2"> such actions do not reduce the amount or defer the receipt of any payment
or benefit provided under this Agreement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5 Superseding Effect. This Agreement will supersede in its entirety
that certain Transfer of Control/Severance Agreement by and between the
Corporation and the Executive, dated November&nbsp;11, 1998, as amended, which
agreement shall be rendered null and void and of no further force and effect.
</FONT>
<P align="left"><FONT size="2"><B>7. General.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1. Payment Obligations; Overdue Payments. The Corporation&#146;s obligations
to make the payments and provide the benefits to the Executive under this
Agreement shall be absolute and unconditional and shall not be affected in any
way by any circumstances, including, without limitation, any offset,
counterclaim, recoupment, defense or other right which the Corporation may have
against the Executive or anyone else, provided, however, that as a condition to
payment of amounts under this Agreement, the Executive shall execute a general
release and waiver (&#147;Waiver&#148;), in form and substance reasonably satisfactory to
the Corporation, of all claims relating to the Executive&#146;s employment by the
Corporation and the termination of such employment, including, but not limited
to, discrimination claims, employment-related tort claims, contract claims and
claims under this Agreement (other than claims with respect to benefits under
the Corporation&#146;s tax-qualified retirement plans, continuation of coverage or
benefits solely as required by Part 6 of Title I of ERISA, or any obligation of
the Corporation to provide future performance under Section&nbsp;4 and Section&nbsp;5).
All amounts payable by the Corporation hereunder shall be paid without
requiring notice or demand from the Executive, except as may be required with
respect to the Waiver. Each and every payment made hereunder by the
Corporation shall be final and the Corporation will not seek to recover all or
any part of such payment from the Executive or from whosoever may be entitled
thereto, for any reason whatsoever (other than as provided in Section&nbsp;5.4).
The Executive shall be entitled to receive interest at the prime rate of
interest published from time to time by The Wall Street Journal (the &#147;Prime
Rate&#148;) on any payments under this Agreement that are thirty days overdue,
provided, however, that no payments shall be deemed to be overdue until the
Executive executes the Waiver and any recision period with respect to such
Waiver has expired.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2 No Mitigation. The Executive shall not be obligated to seek other
employment in mitigation of the amounts payable or arrangements made under any
provision of this Agreement, and the obtaining of any such other employment
shall in no event effect any reduction of the Corporation&#146;s obligations to make
the payments and provide the benefits required under this Agreement, except as
provided in the first sentence of Section&nbsp;4.3.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3. Successors. All rights under this Agreement are personal to the
Executive and, without the prior written consent of the Corporation, shall not
be assignable by the Executive otherwise than by will or the laws of descent
and distribution. This Agreement shall inure to the benefit of and be
enforceable in the event of the Executive&#146;s death or disability by the
Executive&#146;s legal representative.</FONT>
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<P><FONT size="2">This Agreement shall inure to the benefit of and be binding upon the
Corporation and its successors and assigns. The Corporation will require
any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of the
Corporation to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Corporation would be required to perform
it if no such event resulting in a successor had taken place. As used in this
Agreement, &#147;Corporation&#148; shall mean the Corporation and any successor to its
business and/or assets as aforesaid which assumes and agrees, or is otherwise
obligated, to perform this Agreement by operation of law, or otherwise.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4. Controlling Law. This Agreement shall in all respects be governed
by, and construed in accordance with, the laws of the State of Delaware
(without regard to the principles of conflicts of laws).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.5. Arbitration. DISPUTES REGARDING THE EXECUTIVE&#146;S EMPLOYMENT WITH THE
CORPORATION, INCLUDING, WITHOUT LIMITATION, ANY DISPUTE HEREUNDER, WHICH CANNOT
BE RESOLVED BY NEGOTIATIONS BETWEEN THE CORPORATION AND THE EXECUTIVE SHALL BE
SUBMITTED TO, AND SOLELY DETERMINED BY, FINAL AND BINDING ARBITRATION CONDUCTED
BY JAMS/ENDISPUTE, INC. OR ANY SUCCESSOR THERETO, IN ACCORDANCE WITH
JAMS/ENDISPUTE, INC.&#146;S ARBITRATION RULES APPLICABLE TO EMPLOYMENT DISPUTES, AND
THE PARTIES AGREE TO BE BOUND BY THE FINAL AWARD OF THE ARBITRATOR IN ANY SUCH
PROCEEDING. THE ARBITRATOR SHALL APPLY THE LAWS OF THE STATE OF DELAWARE WITH
RESPECT TO THE INTERPRETATION OR ENFORCEMENT OF ANY MATTER RELATING TO THIS
AGREEMENT. ARBITRATION MAY BE HELD IN BALTIMORE, MARYLAND OR SUCH OTHER PLACE
AS THE PARTIES HERETO MAY MUTUALLY AGREE, AND SHALL BE CONDUCTED SOLELY BY A
FORMER JUDGE. JUDGMENT UPON THE AWARD BY THE ARBITRATOR MAY BE ENTERED IN ANY
COURT HAVING JURISDICTION THEREOF. THE PREVAILING PARTY IN THE ARBITRATION, AS
DETERMINED BY THE ARBITRATOR, SHALL BE ENTITLED TO REIMBURSEMENT OF HIS
REASONABLE ATTORNEY&#146;S FEES AND DISBURSEMENTS INCURRED IN SUCH PROCEEDINGS BY
THE NON-PREVAILING PARTY.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.6. Severability. Any provision in this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability without
invalidating or affecting the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.7. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together will constitute
one and the same instrument.
</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
on the date first above written.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="65%">&nbsp;</TD>
        <TD width="35%">&nbsp;</TD>
</TR>
<TR valign="bottom">
<td></td>
        <TD valign="top"><FONT size="2"><B>CIENA CORPORATION</B></FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
<td></td>
<TD valign="top"><FONT size="2">By: <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><Br>
Name:<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><br>
Title: <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
<td></td>
        <TD valign="top"><FONT size="2"><B>EXECUTIVE</B></FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
<td></td>
<TD valign="top"><FONT size="2"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><br>
Gary B. Smith</FONT></TD>
</TR>
</TABLE>
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<P align="center"><FONT size="2">-11-</FONT>




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