Exhibit 2.5
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 and constitutes a valid and binding
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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\ Michael J. Birck
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Name: Michael J. Birck
Title: President and
Chief Executive Officer
CIENA CORPORATION
By: s\ Patrick H. Nettles
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Name: Patrick H. Nettles
Title: President and
Chief Executive Officer
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