Exhibit 10.1
ADTRAN HOLDINGS, INC.
2024 employee STOCK INCENTIVE PLAN
PLAN INFORMATION
PLAN DEFINITIONS
The following words and phrases as used in this Plan shall have the meanings set forth in this Article unless a different meaning is clearly required by the context:
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Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to Code Section 409A, the Company will not be deemed to have undergone a Change of Control unless the Company is deemed to have undergone a “change in ownership,” a “change in effective control,” or a “change in the ownership of a substantial portion of the assets,” within the meaning of Code Section 409A.
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In any event, the determination of Fair Market Value should be consistent with the requirements of Code Section 409A and in the case of an ISO, in compliance with Code Section 422. The Committee’s determination of Fair Market Value, which shall be made pursuant to the foregoing provisions, shall be final and binding for all purposes of this Plan.
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PLAN ADMINISTRATION
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STOCK SUBJECT TO THE PLAN
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The Committee shall establish appropriate methods for determining the number of shares available for issuance under the Plan and the number of shares that have been actually issued under the Plan at any time. In no event shall fractional shares of Common Stock be issued under the Plan.
Notwithstanding anything to the contrary, the Committee may, in its discretion and upon at least ten (10) days’ advance notice to the affected persons, (i) make appropriate
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provision for the continuation of an Award by substituting on an equitable basis for the shares of Common Stock then subject to such Award either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Change of Control or securities of any successor or acquiring entity; or (ii) cancel an Award, whether vested or unvested, in exchange for a payment equal to (y) for Restricted Stock and RSUs, the Fair Market Value of the shares of Common Stock subject to the Award or (z) for Stock Options and SARs, the excess of the Fair Market Value of the shares of Common Stock subject to the Award over the Exercise Price or Base Value, as applicable. In the case of an Award having an Exercise Price or Base Value equal to or greater than the Fair Market Value of the consideration to be paid per share of Common Stock in the Change of Control, the Committee may cancel the Stock Option or SAR without payment of consideration to the applicable Participant.
RULES APPLICABLE TO AWARDS
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STOCK OPTIONS
Anniversary of the date of grant: | Vested percentage: |
One-year anniversary | 25% |
Two-year anniversary | 25% |
Three-year anniversary | 25% |
Four-year anniversary | 25% |
Once a portion of a Stock Option is exercisable, that portion continues to be exercisable until the Stock Option expires (as described in Section 6.5). Fractional shares shall be disregarded for exercise.
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Notwithstanding the foregoing, the Committee may, in its discretion, in connection with a Participant’s Separation from Service, permit an Award to remain exercisable for the full exercise period set forth in the Award Agreement or the maximum term as described in Section 6.5(a)(1) above so long as such extension does not violate Code Section 409A or other applicable laws.
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STOCK APPRECIATION RIGHTS
Anniversary of the date of grant: | Vested percentage: |
One-year anniversary | 25% |
Two-year anniversary | 25% |
Three-year anniversary | 25% |
Four-year anniversary | 25% |
Once a portion of a SAR is exercisable, that portion continues to be exercisable until the SAR expires (as described in Section 7.5). Fractional shares shall be disregarded for exercise.
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Notwithstanding the foregoing, the Committee may, in its discretion, in connection with a Participant’s Separation from Service, permit an Award to remain exercisable for its full original period of exercise or the maximum term as described in Section 7.5(a)(1) above so long as such extension does not violate Code Section 409A or other applicable laws.
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The payment for SAR exercise may be made in cash, shares of Common Stock or in some combination thereof at the sole discretion of the Committee. The form of payment shall be specified in the Award Agreement pertaining to the grant of the SAR.
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
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Anniversary of the date of grant: | Vested percentage: |
One-year anniversary | 25% |
Two-year anniversary | 25% |
Three-year anniversary | 25% |
Four-year anniversary | 25% |
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“The transferability of this certificate and the shares represented hereby are subject to the restrictions, terms and conditions (including forfeiture and restrictions against transfer) contained in the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan and an Award Agreement dated __________, ____, between ________________ and ADTRAN Holdings, Inc. The Plan and the Award Agreement are on file in the office of the Corporate Secretary of ADTRAN Holdings, Inc.”
Such legend shall be removed or canceled from any certificate evidencing shares of Restricted Stock as of the date that such shares become nonforfeitable.
AMENDMENT AND TERMINATION OF PLAN AND PLAN AWARDS
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PLAN OPERATION
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ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 29, 2024,
EFFECTIVE AS OF MAY 8, 2024
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