CIEN » Topics » EQUITY COMPENSATION PLAN INFORMATION

This excerpt taken from the CIEN DEF 14A filed Feb 2, 2009.
EQUITY COMPENSATION PLAN INFORMATION
 
The Board of Directors previously determined that future grants of stock options, restricted stock, or other forms of equity-based compensation will be issued only under the 2008 Plan. Upon stockholder approval of the 2008 Plan, the Board of Directors capped future equity grants under all other current and acquired equity incentive plans, excluding Ciena’s 2003 Employee Stock Purchase Plan (“ESPP”). The following table provides information as of the end of fiscal 2008, with respect to the shares of Ciena common stock that may be issued under Ciena’s existing equity compensation plans.
 
                         
    (A)     (B)     (C)  
    Number of securities to be
          Number of securities remaining
 
    issued upon exercise of
    Weighted average exercise
    available for future issuance under
 
    outstanding options,
    price of outstanding
    equity compensation plans (excluding
 
Plan category
  warrants and rights     options, warrants and rights     securities reflected in Column(A))  
 
Equity compensation plans approved by security holders(1)(2)
    3,314,538     $49.02       11,254,499  
Equity compensation plans not approved by security holders(3)
    3,084,869     $48.65        
                         
Total
    6,399,407     $48.84       11,254,449(4)
 
 
(1) Consists of awards outstanding under the following equity compensation plans:
 
2008 Plan
 
2000 Equity Incentive Compensation Plan;
 
1994 Third Amended and Restated Stock Option Plan;
 
1996 Outside Directors Stock Option Plan;
 
ESPP; and
 
equity compensation plans assumed by Ciena in connection with its merger with ONI Systems Corp., including, the ONI 1999 Equity Incentive Plan, the ONI 1998 Equity Incentive Plan and the ONI 1997 Stock Option Plan.


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Awards outstanding in column (A) do not include approximately 1.85 million shares underlying RSU awards issued and outstanding at the end of fiscal 2008.
 
(2) As of October 31, 2008, column (C) reflects approximately 7.8 million and 3.5 million shares available for issuance under the 2008 Plan and ESPP, respectively. As of December 31, 2008, approximately 3.4 million and 3.6 million shares remain available under the 2008 Plan and ESPP, respectively.
 
(3) Consists of 1999 Non-Officer Stock Option Plan and equity compensation plans assumed by Ciena in connection with mergers or acquisitions, including the Cyras Systems, Inc. 1998 Stock Plan, the Omnia Communications, Inc. 1997 Stock Plan, the Lightera Networks, Inc. 1998 Stock Plan, the WaveSmith Networks, Inc. 2000 Stock Option and Incentive Plan, the Internet Photonics, Inc. 2000 Corporate Stock Option Plan, the Catena Networks, Inc. 1998 Equity Incentive Plan and the World Wide Packets, Inc. 2000 Stock Incentive Plan.
 
(4) Consists solely of shares remaining available for future issuance under the 2008 Plan and the ESPP. Pursuant to the terms of the 2008 Plan, if any shares covered by an award under the 2008 Plan or a “prior plan” (as such term is defined in the 2008 Plan) are not purchased or are forfeited, or if an award otherwise terminates without delivery of any common stock, then the number of shares of common stock covered by that award will, to the extent of any such forfeiture or termination, again be available for making awards under the 2008 Plan. The ESPP also provides for an evergreen provision, pursuant to which, on December 31 of each year, the number of shares available for issuance annually increases by up to 571,428 shares, provided that the total number of shares available for issuance at any time under the ESPP may not exceed 3,571,428 shares.
 
EQUITY COMPENSATION PLAN INFORMATION
 
The Board of Directors previously determined that future grants of stock options, restricted stock, or other forms of equity-based compensation will be issued only under the 2000 Plan. The Board of Directors capped future equity grants under all other current equity incentive plans, excluding Ciena’s ESPP. The following table provides information as of the end of fiscal 2007, with respect to the shares of Ciena common stock that may be issued under Ciena’s existing equity compensation plans. If our shareholders approve the 2008 Plan at the Annual Meeting, we will not make any further awards under our prior equity incentive compensation plans and will make future awards exclusively from the 2008 Plan and ESPP. See “Proposal No. 2 — Approval of 2008 Omnibus Incentive Compensation Plan” above for more information.
 
                         
    (A)     (B)     (C)  
    Number of securities to be
          Number of securities remaining
 
    issued upon exercise of
    Weighted average exercise
    available for future issuance under
 
    outstanding options,
    price of outstanding
    equity compensation plans (excluding
 
Plan category
  warrants and rights     options, warrants and rights     securities reflected in Column(A)  
 
Equity compensation plans approved by security holders(1)
    2,962,824 (2)   $ 53.33       7,317,027  
Equity compensation plans not approved by security holders(3)
    2,907,828     $ 54.01        
                         
Total
    5,870,652     $ 53.67       7,317,027 (4)
 
 
(1) Consists of the following equity compensation plans:
 
1994 Third Amended and Restated Stock Option Plan;
 
1996 Outside Directors Stock Option Plan;
 
2000 Plan;
 
ESPP; and
 
equity compensation plans assumed by Ciena in connection with its merger with ONI Systems Corp., including, the ONI 1999 Equity Incentive Plan, the ONI 1998 Equity Incentive Plan and the ONI 1997 Stock Option Plan (“ONI Plans”). There are no shares available for future issuance under the ONI Plans. Any shares subject to outstanding awards under the ONI Plans that are forfeited, expire or are canceled without delivery of common stock become available for grant and issuance under the 2000 Plan.
 
(2) Does not include 1,135,578 shares underlying restricted stock units issued and outstanding under the 2000 Plan.
 
(3) Consists of 1999 Non-Officer Stock Option Plan and equity compensation plans assumed by Ciena in connection with mergers or acquisitions, including the Cyras Systems, Inc. 1998 Stock Plan, the Omnia Communications, Inc. 1997 Stock Plan, the Lightera Networks, Inc. 1998 Stock Plan, the WaveSmith Networks, Inc. 2000 Stock Option and Incentive Plan, the Internet Photonics, Inc. 2000 Corporate Stock Option Plan and the Catena Networks, Inc. 1998 Equity Incentive Plan.


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(4) Consists solely of shares remaining available for future issuance under the 2000 Plan and the ESPP. The 2000 Plan incorporates an evergreen provision pursuant to which, on January 1 of each year, the aggregate number of shares reserved for issuance under the 2000 Plan automatically increases by 5% of the total number of shares of Ciena’s common stock outstanding, unless the Compensation Committee determines to reduce the increase in that year. The Compensation Committee has not increased the number of shares available under the 2000 Plan since January 1, 2004. The ESPP also provides for an evergreen provision, pursuant to which, on December 31 of each year, the number of shares available for issuance annually increases by up to 571,428 shares, provided that the total number of shares available for issuance at any time under the ESPP may not exceed 3,571,428 shares.
 
Equity Compensation Plan Information
 
The Board of Directors has determined that future grants of stock options, restricted stock, or other forms of equity-based compensation will be issued only under the Ciena Corporation 2000 Equity Incentive Plan (the “2000 Plan”). The Board of Directors capped future equity grants under all other current equity incentive plans, excluding Ciena’s 2003 Employee Stock Purchase Plan (“ESPP”). The following table provides information as of October 31, 2006 with respect to the shares of Ciena’s common stock that may be issued under Ciena’s existing equity compensation plans.
 
                         
    (A)     (B)     (C)  
    Number of securities to be
          Number of securities remaining
 
    issued upon exercise of
    Weighted average exercise
    available for future issuance under
 
    outstanding options,
    price of outstanding
    equity compensation plans (excluding
 
Plan category
  warrants and rights     options, warrants and rights     securities reflected in Column(A)  
 
Equity compensation plans approved by security holders(1)
    2,990,589 (2)   $ 51.50       8,528,270 (3)(4)
Equity compensation plans not approved by security holders(5)
    4,119,640     $ 46.35       (6)
                         
Total
    7,110,229     $ 48.51       8,528,270  
 
 
(1) Consists of the following equity compensation plans:
 
  •  1994 Third Amended and Restated Stock Option Plan;
 
  •  1996 Outside Directors Stock Option Plan;
 
  •  2000 Plan;
 
  •  ESPP; and
 
  •  equity compensation plans assumed by Ciena in connection with its merger with ONI Systems Corp. (“ONI”), including, the ONI 1999 Equity Incentive Plan, the ONI 1998 Equity Incentive Plan and the ONI 1997 Stock Option Plan (“ONI Plans”).
 
(2) Does not include 162,329 shares underlying restricted stock units issued and outstanding under the 2000 Plan.
 
(3) Consists solely of shares remaining available for future issuance under the 2000 Plan and the ESPP. The 2000 Plan incorporates an evergreen provision pursuant to which, on January 1 of each year, the aggregate number of


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shares reserved for issuance under the 2000 Plan automatically increases by 5% of the total number of shares of Ciena’s common stock outstanding on December 31 of the preceding year, unless the Compensation Committee determines to reduce the increase in that year. The Compensation Committee did not increase the number of shares available under the 2000 Plan in 2005 or 2006. The ESPP also provides for an evergreen provision, pursuant to which, on December 31 of each year, the number of shares available for issuance annually increases by up to 571,428 shares, provided that the total number of shares available for issuance at any time under the ESPP shall not exceed 3,571,428 shares. On December 31, 2005, the evergreen provision automatically added 306,735 shares to the ESPP. An additional 571,428 shares were added to the ESPP on December 31, 2006 (not reflected in the table at fiscal year end above), increasing the total number of shares available to 3,547,758.
 
(4) There are no shares available for future issuance under the ONI Plans. However, any shares subject to outstanding options or other awards under the ONI Plans that are forfeited upon cancellation become available for grant and issuance under the 2000 Plan.
 
(5) Consists of the following equity compensation plans:
 
  •  1999 Non-Officer Stock Option Plan; and
 
  •  equity compensation plans assumed by Ciena in connection with mergers or acquisitions, including the Cyras Systems, Inc. 1998 Stock Plan, the Omnia Communications, Inc. 1997 Stock Plan, the Lightera Networks, Inc. 1998 Stock Plan, the WaveSmith Networks, Inc. 2000 Stock Option and Incentive Plan, the Internet Photonics, Inc. 2000 Corporate Stock Option Plan and the Catena Networks, Inc. 1998 Equity Incentive Plan.
 
(6) By operation of the determination of the Board of Directors to cap future grants from equity incentive plans other than the 2000 Plan and the ESPP.
 
Equity Compensation Plan Information

      The following table provides information as of October 31, 2004 with respect to the shares of Ciena’s common stock that may be issued under Ciena’s existing equity compensation plans.

                         
(A) (C)
Number of securities to be (B) Number of securities remaining
issued upon exercise of Weighted-average exercise available for future issuance under
outstanding options, price of outstanding equity compensation plans (excluding
Plan category warrants and rights options, warrants and rights securities reflected in Column (A))




Equity compensation plans approved by security holders(1)
    17,945,828     $ 8.83       84,147,145 (2)(3)
Equity compensation plans not approved by security holders(4)
    45,790,083     $ 6.10       16,981,142 (5)
 
Total
    63,735,911     $ 6.87       101,128,287  


(1)  Consists of the following equity compensation plans:

  •  1994 Third Amended and Restated Stock Option Plan (the “1994 Plan”);
 
  •  1996 Outside Directors Stock Option Plan;

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  •  2000 Equity Incentive Plan (the “2000 Plan”);
 
  •  ESPP (excluding any additional shares issuable pursuant to Proposal No. 2 in this Proxy Statement, if approved); and
 
  •  equity compensation plans assumed by Ciena in connection with its merger with ONI Systems Corp. (“ONI”), including, the ONI 1999 Equity Incentive Plan, the ONI 1998 Equity Incentive Plan and the ONI 1997 Stock Option Plan (“ONI Plans”).

(2)  The 1994 Plan incorporates an evergreen formula pursuant to which, on the last day of each of Ciena’s fiscal years 2001 through and including fiscal 2004, the number of shares available for issuance under the 1994 Plan automatically increased by 0.75% of the total number of shares of Ciena’s common stock then outstanding. As a result, the number of shares available under the 1994 Plan increased by 4,287,425 shares on October 31, 2004. The 2000 Plan incorporates an evergreen provision pursuant to which, on January 1 of each year, the aggregate number of shares reserved for issuance under the 2000 Plan automatically increases by 5% of the total number of shares of Ciena’s common stock outstanding on December 31 of the preceding year, unless the Compensation Committee determines to reduce the increase in that year. By action of the Compensation Committee, the amount of the increase under the 2000 Plan on January 1, 2004 was 2% of Ciena’s issued and outstanding shares, or 9,464,297 shares. The Compensation Committee determined not to increase the number of shares available under the 2000 Plan at January 1, 2005.
 
(3)  There are no shares available for future issuance under the ONI Plans. However, any shares subject to options or other awards under the ONI Plans that are forfeited upon cancellation of the option or award become available for grant and issuance under the 2000 Plan.
 
(4)  Consists of the following equity compensation plans:

  •  1999 Non-Officer Stock Option Plan; and
 
  •  equity compensation plans assumed by Ciena in connection with mergers or acquisitions and under which Ciena does not intend to grant options or other awards in the future, including the Cyras Systems, Inc. 1998 Stock Plan, the Omnia Communications, Inc. 1997 Stock Plan, the Lightera Networks, Inc. 1998 Stock Plan, the WaveSmith Networks, Inc. 2000 Stock Option and Incentive Plan, the Internet Photonics, Inc. 2000 Corporate Stock Option Plan and the Catena Networks, Inc. 1998 Equity Incentive Plan (collectively, the “Assumed Plans”).

(5)  Consists solely of shares available for issuance under the 1999 Non-Officer Stock Option Plan and excludes 3,159,187 shares available for future issuance under the Assumed Plans as of October 31, 2004.
 
           1999 Non-Officer Stock Option Plan

      The Board of Directors approved the 1999 Non-Officer Stock Option Plan (the “1999 Plan”) on August 18, 1999. The 1999 Plan has not been submitted to Ciena’s stockholders for approval. The Compensation Committee of the Board of Directors administers the 1999 Plan.

      As of October 31, 2004, options to purchase 38,359,335 shares of Ciena’s common stock were outstanding under the 1999 Plan and 16,981,142 shares of common stock remained available for future issuance under the 1999 Plan. The weighted-average exercise price of the outstanding options was $7.02 per share. Shares issued under the 1999 Plan again become available for issuance if an option granted under the plan is cancelled for any reason prior to exercise or vesting in full.

      The 1999 Plan authorizes the grant of non-qualified options to purchase Ciena’s common stock to full-time employees and other individuals, as determined by the Compensation Committee. However, Ciena’s executive officers and directors cannot be granted options under the 1999 Plan. The exercise price of options granted under the 1999 Plan must be at least 85% of the fair market value of Ciena’s common stock on the date of grant.

      Each option will vest and become exercisable in installments over the option holder’s period of service with Ciena, as determined by the Compensation Committee.

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      Options granted under the 1999 Plan will become exercisable on an accelerated basis in the event that Ciena is acquired and the options are not assumed or replaced by the acquiring entity.

      The Compensation Committee may amend, suspend or terminate the 1999 Plan at any time. However, any amendment, suspension or termination of the 1999 Plan may not alter or impair the rights of an option holder without his or her consent.

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