1
Exhibit 2
FORM OF STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of June 2, 1998 (this "Agreement"), by
the undersigned stockholder (the "Stockholder") of CIENA Corporation, a
Delaware corporation (the "Company"), for the benefit of Tellabs, Inc.,
a Delaware corporation ("Parent").
RECITALS
--------
WHEREAS, Parent, White Oak Merger Corp., a Delaware corporation and a
direct wholly owned subsidiary of Parent ("Sub"), and the Company are
entering into an Agreement and Plan of Merger, dated as of June 2, 1998
(the "Merger Agreement"), whereby, upon the terms and subject to the
conditions set forth in the Merger Agreement, each issued and
outstanding share of Common Stock, par value $.01 per share, of the
Company ("Company Common Stock"), not owned directly or indirectly by
Parent or the Company, will be converted into shares of Common Stock,
par value $.01 per share, of Parent ("Parent Common Stock");
WHEREAS, the Stockholder owns of record and/or holds stock options to
acquire (whether or not vested) that number of shares of Company Common
Stock appearing on the signature page hereof (such shares of Company
Common Stock, together with any other shares of capital stock of the
Company acquired by such Stockholder after the date hereof and during
the term of this Agreement, being collectively referred to herein as the
"Subject Shares"); and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has required that the Stockholder agree, and in order
to induce Parent to enter into the Merger Agreement the Stockholder has
agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants and agreements set forth herein, the Stockholder agrees as
follows:
2
1. Covenants of Stockholder.
------------------------
Until the termination of this Agreement in accordance with Section
4, Stockholder agrees as follows:
(a) At the Company Stockholder Meeting (or at any adjournment
thereof) or in any other circumstances upon which a vote,
consent or other approval with respect to the Merger and the
Merger Agreement is sought, the Stockholder shall vote (or cause
to be voted) the Subject Shares in favor of the Merger, the
adoption of the Merger Agreement and the approval of the terms
thereof and each of the other transactions contemplated by the
Merger Agreement.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the
Stockholder's vote, consent or other approval is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares
against any amendment of the Company's Third Restated
Certificate of Incorporation, as amended, or Amended and
Restated By-Laws involving the Company or any of its
Subsidiaries, which amendment would in any manner impede,
frustrate, prevent or nullify the Merger, the Merger Agreement
or any of the other transactions contemplated by the Merger
Agreement or change in any manner the voting rights of any class
of capital stock of the Company. The Stockholder further agrees
not to commit or agree to take any action inconsistent with the
foregoing.
(c) The Stockholder agrees not to (i) sell (except to the extent set
forth in Annex A hereto), transfer, pledge, assign or otherwise
dispose of (including by gift) (collectively, "Transfer"), or
enter into any contract, option or other arrangement (including
any profit-sharing arrangement) with respect to the Transfer of
the Subject Shares to any person or (ii) enter into any voting
arrangement, whether by proxy, voting agreement or otherwise, in
relation to the Subject Shares, and agrees not to commit or
agree to take any of the foregoing actions.
3
(d) The Stockholder shall not, nor shall the Stockholder permit any
affiliate, director, officer, employee, investment banker,
attorney or other advisor or representative of the Stockholder
to, (i) directly or indirectly solicit, initiate or knowingly
encourage the submission of, any Takeover Proposal or (ii)
directly or indirectly participate in any discussions or
negotiations regarding, or furnish to any person any information
with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes or may
reasonably be expected to lead to, any Takeover Proposal.
(e) The Stockholder shall use the Stockholder's reasonable best
efforts to take, or cause to be taken, all actions, and to do,
or cause to be done, and to assist and cooperate with Parent in
doing, all things necessary, proper or advisable to support and
to consummate and make effective, in the most expeditious manner
practicable, the Merger and the other transactions contemplated
by the Merger Agreement.
2. Representations and Warranties.
------------------------------
The Stockholder represents and warrants to Parent as follows:
(a) The Stockholder is the record and beneficial owner of, and has
good and marketable title to, the Subject Shares. The
Stockholder does not own, of record or beneficially, any shares
of capital stock of the Company other than the Subject Shares.
The Stockholder has the sole right to vote, and the sole power
of disposition with respect to, the Subject Shares, and none of
the Subject Shares is subject to any voting trust, proxy or
other agreement, arrangement or restriction with respect to the
voting or disposition of such Subject Shares, except as
contemplated by this Agreement.
(b) This Agreement has been duly executed and delivered by the
Stockholder. Assuming the due authorization, execution and
delivery of this Agreement by Parent, this Agreement constitutes
the valid and binding agreement of the Stockholder enforceable
against the Stockholder in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general
application which may affect the enforcement of creditors'
rights generally and by general equitable principles. The
execution and delivery of this Agreement by the Stockholder does
not and will not conflict with any agreement, order or other
instrument binding upon the Stockholder, nor require the
4
Stockholder to make or obtain any regulatory filing or approval
other than filings, if any, required pursuant to the Securities
Exchange Act of 1934, as amended.
3. Affiliate Letter.
----------------
The Stockholder agrees to execute and deliver on a timely basis an
Affiliate Letter in the form of Exhibit 5.5(a) to the Merger
Agreement, when and if requested by Parent.
4. Termination.
-----------
The obligations of the Stockholder hereunder shall terminate upon
the earlier of the termination of the Merger Agreement pursuant to
Section 7.1 thereof or the Effective Time.
5. Further Assurances.
------------------
The Stockholder will, from time to time, execute and deliver, or
cause to be executed and delivered, such additional or further
consents, documents and other instruments as Parent may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
6. Successors, Assigns and Transferees Bound.
-----------------------------------------
Any successor, assignee or transferee (including a successor,
assignee or transferee as a result of the death of the Stockholder,
such as an executor or heir) shall be bound by the terms hereof, and
the Stockholder shall take any and all actions necessary to obtain
the written confirmation from such successor, assignee or transferee
that it is bound by the terms hereof.
7. Remedies.
--------
The Stockholder acknowledges that money damages would be both
incalculable and an insufficient remedy for any breach of this
Agreement by it, and that any such breach would cause Parent
irreparable harm. Accordingly, the Stockholder agrees that in the
event of any breach or threatened breach of this Agreement, Parent,
in addition to any other remedies at law or in equity it may have,
shall be entitled, without the requirement of posting a bond or
other security, to equitable relief, including injunctive relief and
specific performance.
5
8. Severability.
------------
The invalidity or unenforceability of any provision of this
Agreement in any jurisdiction shall not affect the validity or
enforceability of any other provision of this Agreement in such
jurisdiction, or the validity or enforceability of any provision of
this Agreement in any other jurisdiction. If in the opinion of
Parent's independent accountants, any provision hereof would cause
the Merger to be ineligible for "pooling of interest" accounting
treatment, it shall be deemed to be ineffective and inapplicable.
9. Amendment.
---------
This Agreement may be amended only by means of a written instrument
executed and delivered by both the Stockholder and Parent.
10. Governing Law.
-------------
This Agreement shall be governed by, and construed in accordance in
accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of
conflicts of laws thereof.
11. Capitalized Terms.
-----------------
Capitalized terms used in this Agreement that are not defined herein
shall have such meanings as set forth in the Merger Agreement.
12. Counterparts.
------------
For the convenience of the parties, this Agreement may be executed
in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
6
13. No limitation on Actions of the Stockholder as Director.
-------------------------------------------------------
In the event the Stockholder is a director of the Company,
notwithstanding anything to the contrary in this Agreement, nothing
in this Agreement is intended or shall be construed to require the
Stockholder to take or in any way limit any action that the
Stockholder may take to discharge the Stockholder's fiduciary duties
as a director of the Company.
[______________________________]*
Name:
Number of shares of Company Common
Stock owned on the date hereof:
_____________
Accepted and Agreed to
as of the date set forth above:
TELLABS, INC.
By:
Name:
Title:
7
The following ANNEX A should be
attached to Stockholder Agreements signed by:
Xxxxxxxx Xxxxx
Xxxxx Xxxxxxxx
8
ANNEX A
The stockholder may sell up to ten (10) percent of the Subject Shares in
compliance with applicable laws and subject to the Affiliate Letter
referred to in Section 3 of this Agreement.
9
The following ANNEX A should be
attached to Stockholder Agreements signed by:
Xxxxxxx Xxxxxxx
Xxx Xxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxx Xxxx
Xxxxx Xxxxxx
Xxxxxxxx Xxxxxxxxx
Xxxxxxx Xxx
10
ANNEX A
Stockholder may not sell any of the Subject Shares.
