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Item 16. Form 10-K Summary

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Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 16th day of December 2022.

Ciena Corporation
By:/s/ Gary B. Smith
Gary B. Smith
President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

SignaturesTitleDate
/s/ Patrick H. Nettles, Ph.D.Executive Chairman of the Board of DirectorsDecember 16, 2022
Patrick H. Nettles, Ph.D.
/s/ Gary B. SmithPresident, Chief Executive Officer and DirectorDecember 16, 2022
Gary B. Smith (Principal Executive Officer)
/s/ James E. Moylan, Jr.Sr. Vice President, Finance and Chief Financial OfficerDecember 16, 2022
James E. Moylan, Jr. (Principal Financial Officer)
/s/ Andrew C. PetrikVice President, ControllerDecember 16, 2022
Andrew C. Petrik (Principal Accounting Officer)
/s/ Hassan M. Ahmed, Ph.D.DirectorDecember 16, 2022
Hassan M. Ahmed, Ph.D.
/s/ Bruce L. ClaflinDirectorDecember 16, 2022
Bruce L. Claflin
/s/ Lawton W. FittDirectorDecember 16, 2022
Lawton W. Fitt
/s/ Patrick T. GallagherDirectorDecember 16, 2022
Patrick T. Gallagher
/s/ Devinder KumarDirectorDecember 16, 2022
Devinder Kumar
/s/ T. Michael NevensDirectorDecember 16, 2022
T. Michael Nevens
/s/ Judith M. O’BrienDirectorDecember 16, 2022
Judith M. O’Brien
/s/ Joanne B. OlsenDirectorDecember 16, 2022
Joanne B. Olsen

INDEX TO EXHIBITS

Incorporated by Reference
Form andFiled
ExhibitRegistration orHere-
NumberExhibit DescriptionCommission No.ExhibitFiling Datewith (X)
3.1Amended and Restated Certificate of Incorporation of Ciena Corporation8-K (000-21969)3.13/27/2008
3.2Second Amended and Restated Bylaws of Ciena Corporation8-K (001-36250)3.11/27/2017
4.1Specimen Stock Certificate10-K (000-21969)4.112/27/2007
4.2Description of Securities Registered Under Section 12 of the Securities Exchange Act of 193410-K (001-36250)4.212/18/2020
4.3Indenture, dated as of January 18, 2022, by and among Ciena Corporation, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee, including the Form of 4.00% Senior Notes due 2030 attached as Exhibit A thereto8-K (001-36250)4.11/18/2022
10.1Ciena Corporation 2017 Omnibus Incentive Plan*8-K (001-36250)10.13/29/2017
10.2Amendment to Ciena Corporation 2017 Omnibus Incentive Plan dated April 2, 2020*8-K (001-36250)10.14/6/2020
10.3Form of Employee Restricted Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan*10-K (001-36250)10.312/18/2020
10.4Form of Director Restricted Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan*10-K (001-36250)10.312/21/2018
10.5Form of Performance Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan*10-K (001-36250)10.512/18/2020
10.6Form of Market Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan*10-K (001-36250)10.612/18/2020
10.7Form of Employee Restricted Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan (revised 2022)*———X
10.8Form of Performance Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan (revised 2022)*———X
10.9Form of Market Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan (revised 2022)*———X
10.10Ciena Corporation 2008 Omnibus Incentive Plan*8-K (000-21969)10.13/27/2008
10.11Amendment (No. 1) to Ciena Corporation 2008 Omnibus Incentive Plan dated April 14, 2010*8-K (000-21969)10.14/15/2010
10.12Amendment (No. 2) to Ciena Corporation 2008 Omnibus Incentive Plan dated March 21, 2012*8-K (000-21969)10.13/23/2012
10.13Amendment (No. 3) to Ciena Corporation 2008 Omnibus Incentive Plan dated April 10, 2014*10-Q (001-36250)10.16/11/2014
10.14Amendment (No. 4) to Ciena Corporation 2008 Omnibus Incentive Plan dated March 24, 2016*10-Q (001-36250)10.26/8/2016
10.15Form of Ciena Corporation 2008 Omnibus Incentive Plan Restricted Stock Unit Agreement (Employee)*10-K (000-21969)10.1812/22/2011
10.16Form of Ciena Corporation 2008 Omnibus Incentive Plan Restricted Stock Unit Agreement (Director)*10-Q (000-21969)10.36/4/2009
10.17Amended and Restated Ciena Corporation Employee Stock Purchase Plan*8-K (001-36250)10.14/6/2021
10.18Ciena Corporation Amended and Restated Employee Stock Purchase Plan Enrollment Form*10-Q (001-36250)10.26/7/2017
10.19Cyan, Inc. 2006 Stock Plan*S-1 (333-187732)10.2.14/4/2013
10.20Cyan, Inc. 2013 Equity Incentive Plan*S-1 (333-187732)10.3.14/4/2013
10.21Ciena Corporation 2000 Equity Incentive Plan (Amended and Restated ONI Systems Corp. 2000 Equity Incentive Plan)*10-K (000-21969)10.3712/11/2003
Incorporated by Reference
Form andFiled
ExhibitRegistration orHere-
NumberExhibit DescriptionCommission No.ExhibitFiling Datewith (X)
10.22Form of Restricted Stock Unit Award Agreement for directors under Ciena Corporation 2000 Equity Incentive Plan*8-K (000-21969)10.511/4/2005
10.23Ciena Corporation Amended and Restated Incentive Bonus Plan, as amended February 23, 2021*10-Q (000-36250)10.13/10/2021
10.24Ciena Corporation U.S. Executive Severance Benefit Plan*10-Q (000-21969)10.16/9/2011
10.25Form of Indemnification Agreement with Directors and Executive Officers*10-Q (000-21969)10.13/3/2006
10.26Change in Control Severance Agreement dated November 30, 2019, between Ciena Corporation and Gary B. Smith*10-K (000-36250)10.2312/20/2019
10.27Change in Control Severance Agreement dated November 30, 2019, between Ciena Corporation and Executive Officers*10-K (000-36250)10.2412/20/2019
10.28Lease Agreement by and between Ciena Canada, Inc. and Innovation Blvd. II Limited dated as of October 23, 2014++10-K (001-36250)10.3612/19/2014
10.29Amendment No. 1 to the Lease Agreement dated October 23, 2014, between Ciena Canada, Inc. and Innovations Blvd II Limited, dated April 15, 20158-K (001-36250)10.36/3/2015
10.30Lease Agreement between Ciena Canada, Inc. and Innovation Blvd. II Limited, dated April 15, 20158-K (001-36250)10.46/3/2015
10.31Lease Agreement dated November 3, 2011 between Ciena Corporation and W2007 RDG Realty, L.L.C.++10-K (000-21969)10.3412/22/2011
10.32ABL Credit Agreement, dated October 28, 2019, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Canada, Inc., Bank of America, N.A., as administrative agent, and the lenders party thereto++8-K (001-36250)10.110/31/2019
10.33U.S. Guaranty, dated October 28, 2019, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Communications International, LLC, Blue Planet Software, Inc. and Bank of America, N.A., as administrative agent++8-K (001-36250)10.210/31/2019
10.34U.S. Security Agreement, dated October 28, 2019, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Communications International, LLC, Blue Planet Software, Inc. and Bank of America, N.A., as administrative agent++8-K (001-36250)10.310/31/2019
10.35U.S. Pledge Agreement, dated October 28, 2019, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Communications International, LLC, Blue Planet Software, Inc. and Bank of America, N.A., as administrative agent++8-K (001-36250)10.410/31/2019
10.36Canadian Guarantee, dated October 28, 2019, by Ciena Canada, Inc., in favor of Bank of America, N.A., as administrative agent++8-K (001-36250)10.510/31/2019
10.37Canadian Security Agreement, dated October 28, 2019, by and between Ciena Canada, Inc. and Bank of America, N.A., as administrative agent++8-K (001-36250)10.610/31/2019
Incorporated by Reference
Form andFiled
ExhibitRegistration orHere-
NumberExhibit DescriptionCommission No.ExhibitFiling Datewith (X)
10.38Intercreditor Agreement, dated October 28, 2019, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Communications International, LLC, Blue Planet Software, Inc. and Bank of America, N.A., as administrative and collateral agent++8-K (001-36250)10.710/31/2019
10.39First Amendment to Credit Agreement, dated July 15, 2014 and First Amendment to Certain Pledge Agreements (U.S. Pledge Agreement, dated July 15, 2014 and Canadian Pledge Agreement, dated December 12, 2014), dated April 15, 2015++8-K (001-36250)10.16/3/2015
10.40Second Amendment to Credit Agreement, dated July 15, 2014, by and among Ciena Corporation, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, dated July 2, 2015++10-Q (001-36250)10.19/9/2015
10.41Third Amendment to Credit Agreement, dated July 15, 2015, by and among Ciena Corporation, the lenders party thereto, and Bank of America, N.A., as Administrative Agent., dated June 29, 2017++10-Q (001-36250)10.39/7/2017
10.42Incremental Joinder and Amendment Agreement under the Credit Agreement and Related Agreements dated as of April 25, 2016 by and between Ciena Corporation, Bank of America, N.A. as Administrative Agent, Ciena Communications, Inc. and Ciena Government Solutions, Inc.10-Q (001-36250)10.16/8/2016
10.43Omnibus Refinancing Amendment to Credit Agreement (dated as of July 15, 2014, as amended), Security Agreement, and Pledge Agreement, dated as of January 30, 2017, by and among Ciena Corporation, as borrower, Ciena Communications, Inc. and Ciena Government Solutions, Inc., as guarantors, Bank of America, N.A. as administrative agent, and the lenders party thereto10-Q (001-36250)10.13/8/2017
10.44Increase Joinder and Refinancing Amendment to Credit Agreement, dated September 28, 2018, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., Bank of America, N.A., as administrative agent, and the lenders party thereto++8-K (001-36520)10.110/1/2018
10.45Refinancing Amendment to Credit Agreement, dated January 23, 2020, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., Ciena Communications International, LLC, Blue Planet Software, Inc., Bank of America, N.A., as administrative agent, and the lenders party thereto.++8-K (001-36520)10.11/28/2020
10.46Guaranty, dated July 15, 2014, by and among Ciena Communications, Inc., Ciena Government Solutions, Inc. and Bank of America, N.A., as Administrative Agent++10-Q (001-36250)10.69/9/2014
10.47Term Loan Security Agreement, dated July 15, 2014, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., and Bank of America, N.A., as Collateral Agent++10-Q (001-36250)10.79/9/2014
10.48Omnibus Amendment to Security Agreement and Pledge Agreement, dated September 28, 2018, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., and Bank of America, N.A., as Administrative Agent++10-K (001-36250)10.5612/21/2018
10.49Term Loan Pledge Agreement, dated July 15, 2014, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Government Solutions, Inc., and Bank of America, N.A., as Pledgee++10-Q (001-36250)10.89/9/2014
Incorporated by Reference
Form andFiled
ExhibitRegistration orHere-
NumberExhibit DescriptionCommission No.ExhibitFiling Datewith (X)
10.50Guaranty Supplement dated as of April 19, 2019, by Ciena Communications International, LLC, in favor of Bank of America, N.A., as Administrative Agent++10-Q (001-36250)10.36/12/2019
10.51Guaranty Supplement dated as of April 19, 2019, by Blue Planet Software, Inc., in favor of Bank of America, N.A., as Administrative Agent++10-Q (001-36250)10.46/12/2019
10.52Intellectual Property License Agreement dated as of March 19, 2010 between Ciena Luxembourg S.a.r.l. and Nortel Networks Limited#10-Q (000-21969)10.36/10/2010
10.53ASR Agreement, dated December 13, 2021, by and between Ciena Corporation and Goldman Sachs & Co. LLC8-K (001-36250)10.112/14/2021
21.1Subsidiaries of registrant———X
23.1Consent of Independent Registered Public Accounting Firm———X
31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002———X
31.2Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002———X
32.1Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002———X
32.2Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002———X
101.INSInline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.———X
101.SCHInline XBRL Taxonomy Extension Schema Document———X
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document———X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document———X
101.LABInline XBRL Taxonomy Extension Label Linkbase Document———X
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document———X
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)———X

*Represents management contract or compensatory plan or arrangement
++Representations and warranties included in these agreements, as amended, were made by the parties to one another in connection with a negotiated transaction. These representations and warranties were made as of specific dates, only for purposes of these agreements and for the benefit of the parties thereto. These representations and warranties were subject to important exceptions and limitations agreed upon by the parties, including being qualified by confidential disclosures, made for the purposes of allocating contractual risk between the parties rather than establishing these matters as facts. These agreements are filed with this report only to provide investors with information regarding its terms and conditions, and not to provide any other factual information regarding Ciena or any other party thereto. Accordingly, investors should not rely on the representations and warranties contained in these agreements or any description thereof as characterizations of the actual state of facts or condition of any party, its subsidiaries or affiliates. The information in these agreements should be considered together with Ciena’s public reports filed with the SEC.
#Certain portions of this document have been omitted based on a request for confidential treatment submitted to the SEC. The non-public information that has been omitted from this document has been separately filed with the SEC. Each redacted portion of this document is indicated by a “[*]” and is subject to the request for confidential treatment submitted to the SEC. The redacted information is confidential information of Ciena.

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