CIEN 10-K Annual Report Oct. 31, 2020 | Alphaminr
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CIEN 10-K Fiscal year ended Oct. 31, 2020

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CIENA CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Stock, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Consolidated Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Ciena Corporation 8-K (000-21969) 3.1 3/27/2008 3.2 Second Amended and Restated Bylaws of Ciena Corporation 8-K (001-36250) 3.1 1/27/2017 4.1 Specimen Stock Certificate 10-K (000-21969) 4.1 12/27/2007 4.2 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 10.1 Ciena Corporation 2017 Omnibus Incentive Plan* 8-K (001-36250) 10.1 3/29/2017 10.2 Amendmentto Ciena Corporation 2017 Omnibus Incentive PlandatedApril 2, 2020* 8-K (001-36250) 10.1 4/6/2020 10.3 Form of Employee Restricted Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan* 10.4 Form of Director Restricted Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan* 10-K (001-36250) 10.3 12/21/2018 10.5 Form of Performance Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan* 10.6 Form of Market Stock Unit Agreement for Ciena Corporation 2017 Omnibus Incentive Plan* 10.7 Ciena Corporation 2008 Omnibus Incentive Plan* 8-K (000-21969) 10.1 3/27/2008 10.8 Amendment (No. 1) to Ciena Corporation 2008 Omnibus Incentive Plan dated April 14, 2010* 8-K (000-21969) 10.1 4/15/2010 10.9 Amendment (No. 2) to Ciena Corporation 2008 Omnibus Incentive Plan dated March 21, 2012* 8-K (000-21969) 10.1 3/23/2012 10.10 Amendment (No. 3) to Ciena Corporation 2008 Omnibus Incentive Plan dated April 10, 2014* 10-Q (001-36250) 10.1 6/11/2014 10.11 Amendment (No. 4) to Ciena Corporation 2008 Omnibus Incentive Plan dated March 24, 2016* 10-Q (001-36250) 10.2 6/8/2016 10.12 Form of 2008 Omnibus Incentive Plan Restricted Stock Unit Agreement (Employee)* 10-K (000-21969) 10.18 12/22/2011 10.13 Form of 2008 Omnibus Incentive Plan Restricted Stock Unit Agreement (Director)* 10-Q (000-21969) 10.3 6/4/2009 10.14 Amended and Restated Ciena Corporation Employee Stock Purchase Plan* 10-Q (001-36250) 10.1 6/7/2017 10.15 Employee Stock Purchase Plan Enrollment Agreement* 10-Q (001-36250) 10.2 6/7/2017 10.16 Cyan, Inc. 2006 Stock Plan* S-1 (333-187732) 10.2.1 4/4/2013 10.17 Cyan, Inc. 2013 Equity Incentive Plan* S-1 (333-187732) 10.3.1 4/4/2013 10.18 Ciena Corporation 2000 Equity Incentive Plan (Amended and Restated ONI Systems Corp. 2000 Equity Incentive Plan)* 10-K (000-21969) 10.37 12/11/2003 10.19 Form of Restricted Stock Unit Award Agreement for directors under Ciena Corporation 2000 Equity Incentive Plan* 8-K (000-21969) 10.5 11/4/2005 10.20 Ciena Corporation Deferred Compensation Plan, effective as of November 1, 2016* S-8 (333-214594) 10.1 11/14/2016 10.21 Ciena Corporation Amended and Restated Incentive Bonus Plan, as amended December 15, 2011* 10-K (000-21969) 10.26 12/22/2011 10.22 Ciena Corporation U.S. Executive Severance Benefit Plan* 10-Q (000-21969) 10.1 6/9/2011 10.23 Form of Indemnification Agreement with Directors and Executive Officers* 10-Q (000-21969) 10.1 3/3/2006 10.24 Change in Control Severance Agreement dated November 30, 2019, between Ciena Corporation and Gary B. Smith* 10-K (000-36250) 10.23 12/20/2019 10.25 Change in Control Severance Agreement dated November 30, 2019, between Ciena Corporation and Executive Officers* 10-K (000-36250) 10.24 12/20/2019 10.26 Lease Agreement by and between Ciena Canada, Inc. and Innovation Blvd. II Limited dated as of October 23, 2014++ 10-K (001-36250) 10.36 12/19/2014 10.27 Amendment No. 1 to the Lease Agreement dated October 23, 2014, between Ciena Canada, Inc. and Innovations Blvd II Limited, dated April 15, 2015 8-K (001-36250) 10.3 6/3/2015 10.28 Lease Agreement between Ciena Canada, Inc. and Innovation Blvd. II Limited, dated April 15, 2015 8-K (001-36250) 10.4 6/3/2015 10.29 Lease Agreement dated November3, 2011 between Ciena Corporation and W2007 RDG Realty, L.L.C.++ 10-K (000-21969) 10.34 12/22/2011 10.30 ABL 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) 10.1 10/31/2019 10.31 U.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) 10.2 10/31/2019 10.32 U.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) 10.3 10/31/2019 10.33 U.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) 10.4 10/31/2019 10.34 Canadian Guarantee, dated October 28, 2019, by Ciena Canada, Inc., in favor of Bank of America, N.A., as administrative agent++ 8-K (001-36250) 10.5 10/31/2019 10.35 Canadian 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) 10.6 10/31/2019 10.36 Intercreditor 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) 10.7 10/31/2019 10.37 Credit Agreement, dated July 15, 2014, by and among Ciena Corporation, the lenders party thereto, and Bank of America, N.A., as Administrative Agent++ 10-Q (001-36250) 10.5 9/9/2014 10.38 First 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) 10.1 6/3/2015 10.39 Second 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) 10.1 9/9/2015 10.40 Third 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) 10.3 9/7/2017 10.41 Incremental 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) 10.1 6/8/2016 10.42 Omnibus 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 thereto 10-Q(001-36250) 10.1 3/8/2017 10.43 Increase 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) 10.1 10/1/2018 10.44 Refinancing 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) 10.1 1/28/2020 10.45 Guaranty, 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) 10.6 9/9/2014 10.46 Term 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) 10.7 9/9/2014 10.47 Omnibus 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) 10.56 12/21/2018 10.48 Term 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) 10.8 9/9/2014 10.49 Guaranty 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) 10.3 6/12/2019 10.50 Guaranty 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) 10.4 6/12/2019 10.51 Intellectual Property License Agreement dated as of March19, 2010 between Ciena Luxembourg S.a.r.l. and Nortel Networks Limited# 10-Q (000-21969) 10.3 6/10/2010 21.1 Subsidiaries of registrant 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certification of Chief Executive Officer Pursuant to Rule13a-14(a) under the Securities Exchange Act of 1934 as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Rule13a-14(a) under the Securities Exchange Act of 1934 as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section1350 as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section1350 as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002