To: jghutchison who wrote (11762 ) 2/5/2002 9:37:57 AM From: chojiro Read Replies (1) | Respond to of 12623 I wonder why no one here posted this? Yeah, now that's what I call paid for performance, NOT! Ciena chairman, CEO paid bonuses for 2001 LOS ANGELES, Feb 1 (Reuters) - The chairman and chief executive of optical networking company Ciena Corp. (NasdaqNM:CIEN - news) received bonuses in 2001 equal to or larger than their base salaries and were guaranteed new payments if company is taken over and they are fired, Ciena said on Friday. In a proxy statement filed with the U.S. Securities and Exchange Commission, Linthicum, Maryland-based Ciena said Chairman Patrick Nettles received a $700,000 bonus on top of his $700,000 salary last year. Chief Executive Gary Smith received a bonus of $575,000 on top of his salary of $569,231. The company said the bonus for Smith, who became CEO in May 2001, was paid because the company met or exceeded its financial goals for each of the last two quarters of fiscal 2001. Ciena said Smith was again eligible for a bonus of up to 100 percent of his salary in fiscal 2002, based on a 25 percent bonus for each quarter in which objectives are met or exceeded. The company also said Smith's employment agreement guaranteed him a payment of $3 million after Aug. 18, unless Ciena changes ownership and he is fired in a management shake-up. In that case, the $3 million would be due to Smith at the time, the company said. In addition, a new severance agreement signed in December guarantees Smith $3 million, or three times his salary and bonus at the time, whichever is greater. In addition, all of his share options in the company would vest immediately if he were fired without cause within a year of a change in the company's control, Ciena said. Both Smith and Nettles also received supplemental stock grants in October, along with the rest of the company's board and other company employees who held options with strike prices greater than $40. Nettles received options for 170,300 shares while Smith received options for 256,600 shares, at a strike price of $16.38 per share. According to Ciena's filing, as of Oct. 31 Nettles held exercisable options worth $26.9 million, while Smith had such in-the-money options worth $387,522. A spokesman for Ciena was not immediately available for comment. In mid-December, Ciena posted a net loss of $1.8 billion for its fiscal fourth quarter after writing down most of the value of an acquisition of Cyras Systems Inc in early 2001 for $2.6 billion. The company also said it expected more weakness during the current quarter. For the full fiscal year, Ciena posted a loss of $1.8 billion, or $5.75 per share, compared with a net profit of $81.4 million, or 27 cents per share, in fiscal 2000. Ciena shares closed on Friday down 5.5 percent at $12. The stock has lost 85 percent over the last 52 weeks. The proxy statement was filed in connection with the company's annual meeting, scheduled for Mar. 7. The only scheduled business for the meeting listed in the proxy was the election of three members of the board of directors.