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FIRST AMENDMENT TO STOCK OPTION AGREEMENT
THIS FIRST AMENDMENT TO STOCK OPTION AGREEMENT (this "First
Amendment") is made as of this 27th day of August, 1998 among Tellabs, Inc., a
Delaware corporation ("Parent"), and CIENA Corporation, a Delaware corporation
(the "Company").
Parent and the Company are parties to that certain Stock Option
Agreement dated as of June 2, 1998 (the "Stock Option Agreement"). Except as
otherwise defined or modified herein, all capitalized terms used in this First
Amendment shall have the meanings set forth in the Stock Option Agreement.
Simultaneously with the execution and delivery of this First
Amendment, Parent, White Oak Merger Corp., a Delaware corporation and a direct
wholly owned subsidiary of Parent, and the Company are entering into a First
Amendment to Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement Amendment").
In order to induce Parent to enter into the Merger Agreement
Amendment, the Company has agreed to this First Amendment.
In consideration of the mutual agreements contained in the Stock
Option Agreement and in this First Amendment and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
SECTION 1. AMENDMENT TO STOCK OPTION AGREEMENT. The first sentence of Section 3
of the Stock Option Agreement is hereby amended to read as follows:
"At any Closing Date, the Company will deliver to Parent
a certificate or certificates representing the Optioned Shares in
the denominations designated by Parent in its Stock Exercise Notice
and Parent will purchase the Optioned Shares from the Company at a
price per Optioned Share equal to $46.25 (the "Exercise Price"),
payable in common stock, par value $.01 per share, of Parent (the
"Parent Common Stock"), cash or a combination of Parent Common Stock
or cash, in each case at Parent's option, as specified in the Stock
Exercise Notice."
SECTION 2. REPRESENTATIONS AND WARRANTIES.
A. Representations and Warranties of the Company. The Company
represents and warrants to Parent that (a) the execution and delivery of this
First Amendment by the Company and the consummation by it of the transactions
contemplated by the Stock Option Agreement, as amended hereby, have been duly
authorized by all necessary corporate action on the part of the Company and this
First Amendment has been duly executed and delivered by the Company
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and constitutes a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms; (b) except as otherwise
required by the HSR Act, except for routine filings and subject to Section 7 of
the Stock Option Agreement, the execution and delivery of this First Amendment
by the Company and the consummation by it of the transactions contemplated by
the Stock Option Agreement, as amended hereby, does not require the consent,
approval or authorization of, or filing with, any person or public authority and
will not violate or conflict with the Company's Third Restated Certificate of
Incorporation, as amended, or Amended and Restated By-Laws, or result in the
acceleration or termination of, or constitute a default under, any indenture,
license, approval, agreement, understanding or other instrument, or any statute,
rule, regulation, judgment, order or other restriction binding upon or
applicable to the Company or any of its subsidiaries or any of their respective
properties or assets; (c) the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to execute and deliver this First
Amendment and to consummate the transactions contemplated by the Stock Option
Agreement, as amended hereby, and (d) the Company has taken all appropriate
actions so that the restrictions on business combinations contained in Section
203 of the General Corporation Law of the State of Delaware, as amended, will
not apply with respect to or as a result of the transactions contemplated by the
Stock Option Agreement, as amended hereby.
B. Representations and Warranties of Parent. Parent represents and
warrants to the Company that the execution and delivery of this First Amendment
by Parent and the consummation by it of the transactions contemplated by the
Stock Option Agreement, as amended hereby, have been duly authorized by all
necessary corporate action on the part of Parent and this First Amendment has
been duly executed and delivered by Parent and constitutes a valid and binding
agreement of Parent.
SECTION 3. MISCELLANEOUS.
A. The terms and provisions of the Stock Option Agreement, as
amended hereby, shall remain in full force and effect. All references to the
Stock Option Agreement contained therein shall mean the Stock Option Agreement,
as amended hereby.
B. This First Amendment may be executed in counterparts, each of
which, when executed, shall be deemed to be an original and all of which
together shall constitute one and the same document.
C. This First Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of laws thereof.
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IN WITNESS WHEREOF, Parent and the Company have caused this First
Amendment to be duly executed and delivered on the day and year first written
above.
TELLABS, INC.
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: President and
Chief Executive Officer
CIENA CORPORATION
BY: /S/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
TITle: President and
Chief Executive Officer
