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Ciena Corporation

12/04/2025 | Press release | Distributed by Public on 12/04/2025 05:00

Management Change/Compensation (Form 8-K)

ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Effective November 30, 2025, as part of Ciena Corporation's ("Ciena's") standard three-year review and renewal of its previously disclosed change in control severance agreements, Ciena entered into change in control severance agreements (the "Change in Control Severance Agreements") in a revised form with each of its executive officers, including among others: Gary B. Smith, President and Chief Executive Officer; Marc D. Graff, Senior Vice President and Chief Financial Officer; Dino DiPerna, Senior Vice President, Global Research & Development; Jason M. Phipps, Senior Vice President, Global Customer Engagement; and David M. Rothenstein, Senior Vice President, Chief Strategy Officer and Secretary.
These agreements provide Ciena's executive officers with certain severance benefits in the event that such officer's employment is terminated by Ciena or any successor entity without "cause," or by the officer for "good reason," within 90 days prior to or 12 months (or, in the case of our Chief Executive Officer, 18 months) after a "change in control," as each such term is defined in the agreements. Ciena's previous change in control severance agreements, which had a three-year term, expired on November 30, 2025.
The Change in Control Severance Agreements have fixed terms through November 30, 2028, unless earlier terminated. Changes to the form of Change in Control Severance Agreement as compared to Ciena's previous change in control severance agreements include, among other things, (i) clarification that the Change in Control Severance Agreements will not limit Ciena's rights under its Executive Compensation Clawback Policy, which was filed with the Securities and Exchange Commission ("SEC") on December 15, 2023, or other similar compensation recoupment policies, (ii) language clarifying the treatment of equity under Section 409A of the Internal Revenue Code of 1986, and (iii) other administrative changes.
The terms and conditions of the new form of Change in Control Severance Agreement are otherwise substantially equivalent to the prior form, and the severance benefits to Ciena's executive officers thereunder are unchanged. These terms, conditions, and benefits are more fully described under the headings "Compensation Discussion and Analysis - Other program elements and pay practices - Change in control severance agreements" and "Potential payments upon termination or change in control" in Ciena's definitive proxy statement filed with the SEC on February 13, 2025.
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