Exhibit 10.13
TELLABS, INC.
STOCK BONUS PLAN
FOR EMPLOYEES OF STEINBRECHER CORPORATION
I. INTRODUCTION
1.1 Purposes. The purposes of the Tellabs, Inc. Stock Bonus
Plan for Employees of Steinbrecher Corporation (the "Plan") are
(i) to align the interests of the stockholders of Tellabs, Inc.
(the "Company") and its subsidiaries from time to time
(individually a "Subsidiary" and collectively the Subsidiaries")
and the recipients of awards under this Plan by increasing the
proprietary interest of such recipients in the Company's growth
and success, (ii) to advance the interests of the Company by
retaining key employees of Steinbrecher Corporation, a Delaware
corporation in the process of becoming a Subsidiary, and (iii) to
satisfy the Company's obligations under Section 8.2 of the
Agreement of Merger dated as of March 11, 1996, among Tellabs,
Inc., Tiger Merger Co. and Steinbrecher Corporation. For
purposes of this Plan, references to employment by the Company
shall also mean employment by a Subsidiary.
1.2 Certain Definitions.
"Board" shall mean the Board of Directors of the Company.
"Bonus Stock" shall mean shares of Common Stock awarded
under this Plan.
"Bonus Stock Award" shall mean an award to an eligible
employee of a right to receive Bonus Stock under Article II of
this Plan.
"Cause" shall mean any act of deliberate dishonesty with
respect to the Company or any Subsidiary, conviction of a felony,
significant activities harmful to the reputation of the Company
or a Subsidiary, refusal to perform or substantial disregard of
duties properly assigned or significant violation of any
statutory or common law duty of loyalty to the Company or a
Subsidiary.
"Closing Date" means the date on which Steinbrecher
Corporation becomes a Subsidiary.
"Committee" shall mean the Compensation Committee of the
Board of Directors of the Company.
"Common Stock" shall mean the common stock, $.01 par value,
of the Company.
"Company" has the meaning specified in Section 1.1.
"Constructive Discharge" shall mean the voluntary
resignation of a holder of a Bonus Stock Award from employment
with the Company either (i) as a result of a decision by such
holder not to accept a decrease in the rate of his annual salary,
or (ii) as a result of a substantial and unreasonable change in
such holder's responsibilities or working conditions.
"Disability" shall mean the inability of the holder of a
Bonus Stock Award to perform substantially such holder's duties
and responsibilities for a continuous period of at least six
months, as determined by the Committee in its sole discretion.
"Fair Market Value" shall mean the average of the high and
low transaction prices of a share of Common Stock as reported in
the National Association of Securities Dealers Automated
Quotation National Market System ("NASDAQNMS") on the date as of
which such value is being determined, or, if the Common Stock is
not listed on the NASDAQNMS, the average of the high and low
transaction prices of a share of Common Stock on the principal
national stock exchange on which the Common Stock is traded on
the date as of which such value is being determined, or, if there
shall be no reported transactions for such date, on the next
preceding date for which transactions were reported; provided,
however, that if Fair Market Value for any date cannot be so
determined, Fair Market Value shall be determined by the
Committee by whatever means or method as the Committee, in the
good faith exercise of its discretion, shall at such time deem
appropriate.
1.3 Administration. This Plan shall be administered by the
Committee. The Committee shall, subject to the terms of this
Plan, interpret this Plan and the application thereof and
establish rules and regulations it deems necessary or desirable
for the administration of this Plan. All such interpretations,
rules and regulations shall be conclusive and binding on all
parties.
The Committee may delegate some or all of its power and
authority hereunder to the President and Chief Executive Officer
or other executive officer of the Company as the Committee deems
appropriate.
1.4 Eligibility. Participants in this Plan shall consist of the
employees of the Steinbrecher Corporation whose names appear on
Schedule A attached hereto. No other persons shall be eligible
to participate in this Plan.
1.5 Shares Available. Subject to adjustment as provided in
Section 3.3, 20,212 shares of Common Stock shall be available
under this Plan.
II. BONUS STOCK AWARDS
2.1 Bonus Stock Awards. Effective on the Closing Date, the
Company hereby grants Bonus Stock Awards to the eligible persons
whose names are listed on Schedule A hereto. Such grant shall be
evidenced by a notice to such effect sent by the Company to each
such person as soon as practicable following effectiveness of
this Plan.
2.2 Terms of Bonus Stock Awards. Bonus Stock Awards shall be
subject to the following terms and conditions.
(a) Number of Shares and Other Terms. The number of shares
of Common Stock subject to a Bonus Stock Award granted pursuant
to this Plan to an employee shall be the number of such shares
set forth opposite the name of such employee on Schedule A
hereto.
(b) Vesting and Forfeiture. One-half of the number of
shares of Common Stock subject to a Bonus Stock Award shall vest
and be payable on the first anniversary of the Closing Date and
the other half of such number shall vest and be payable on the
second anniversary of the Closing Date, in each case (subject to
Section 2.3(b)) if the holder of such award remains continuously
in the employment of the Company or a Subsidiary until such
anniversary date of the Closing Date. Such holder shall forfeit
the unvested portion of any such shares if such holder does not
remain continuously in the employment of the Company as specified
above, except as otherwise provided in Section 2.3(b).
(c) Share Certificates. Upon the vesting of a portion of a
Bonus Stock Award pursuant to Sections 2.2(b) or 2.3(b), in each
case subject to the Company's right to require payment of any
taxes in accordance with Section 3.2, a certificate or
certificates evidencing ownership of the requisite number of
shares of Common Stock shall be delivered to and in the name of
the holder of such award. Notwithstanding the foregoing, in lieu
of the delivery of shares representing all or a portion of the
vested portion of a Bonus Stock Award, the Committee may, in its
sole discretion, deliver to the holder cash in an amount equal to
the Fair Market Value on the date such shares become vested of
the vested portion of such award less any applicable withholding
as required by Section 3.2.
2.3 Termination of Employment. (a) Terminations Resulting in
Forfeiture. If (i) the employment with the Company of the holder
of a Bonus Stock Award is terminated by the Company by reason of
Cause, (ii) such employment terminates by reason of the holder's
Disability, or death, or (iii) a holder voluntarily terminates
his employment with the Company for any reason other than
Constructive Discharge, the portion of such award which is not
then vested pursuant to Section 2.2(b) shall be forfeited by such
holder and such portion shall be cancelled by the Company.
(b) Other Termination. If the Company terminates the
employment of the holder of a Bonus Stock Award for any reason
other than Cause or Disability, or if a holder of a Bonus Stock
Award voluntarily terminates his employment with the Company as a
result of a Constructive Discharge, the portion of such award
which is not otherwise vested shall vest without regard to such
termination, and be payable within 30 days of such termination,
in accordance with Section 2.2(c).
2.4 Registration. The Company will use its best commercial
efforts to cause the shares of Common Stock subject to Bonus
Stock Awards to be registered on Form S-8 under the Securities
Act of 1933, as amended, on or before the first anniversary of
the Closing Date. No such registration shall be required to the
extent the Company determines, based on the advice of counsel,
that such registration is not required for a holder of a Bonus
Stock Award to transfer vested shares of Common Stock issued to
such holder hereunder free of the transfer restrictions of the
Securities Act of 1933, as amended.
III. GENERAL
3.1 Amendments. The Board may amend this Plan as it shall deem
advisable, provided, however, that no amendment shall be made if
such amendment would increase or decrease the maximum number of
shares of Common Stock available under this Plan (subject to
Section 3.3). No amendment may impair the rights of a holder of
an outstanding award whether vested or unvested without the
consent of such holder.
3.2 Tax Withholding. The Company shall have the right to
require, prior to the issuance or delivery of any shares of
Common Stock or the making of any other payment pursuant to an
award made hereunder, payment by the holder of such award of any
Federal, state, local or other taxes which may be required to be
withheld or paid in connection with such award. The Committee
may allow shares of Common Stock to be delivered or withheld
having an aggregate Fair Market Value not in excess of the
minimum amount required to be withheld, and in such event, any
fraction of a share of Common Stock which would be required to
satisfy such an obligation shall be disregarded and the remaining
amount due shall be paid in cash by the holder.
3.3 Adjustment. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger,
consolidation, combination, exchange of shares, liquidation,
spin-off or other similar change in capitalization or event, or
any distribution to holders of Common Stock other than a regular
cash dividend, the number and class of securities available under
this Plan, the number and class of securities subject to each
outstanding Bonus Stock Award, and/or the asset issuable or
payable upon the vesting thereof shall be adjusted or modified
accordingly, as determined by the Committee. The decision of the
Committee regarding any such adjustment or modification shall be
final, binding and conclusive. If any such adjustment or
modification would result in a fractional security being subject
to an award under this Plan, the Company shall pay the holder of
such award, in connection with the first vesting of such award,
in whole or in part, occurring after such adjustment or
modification, an amount in cash determined by multiplying (i) the
fraction of such security (rounded to the nearest hundredth) by
(ii) the Fair Market Value on the vesting date.
3.4 No Assignment. It is a condition of this Plan, and the
rights of all holders of Bonus Stock Awards shall be subject
thereto, that no right or interest of any such holder shall be
assignable or transferable in whole or in part, either directly
or by operation of law or otherwise, including, but not by way of
limitation, execution, levy, garnishment, attachment, pledge or
bankruptcy, and no right or interest of any such holder under
this Plan shall be liable for, or subject to, any obligation of
any such holder, including claims for alimony or the support of
any spouse.
3.5 No Right of Employment. Neither this Plan nor any award
made hereunder shall confer upon any person any right to
continued employment by the Company, any Subsidiary or any
affiliate of the Company or affect in any manner the right of the
Company, any Subsidiary or any affiliate of the Company to
terminate the employment of any person at any time without
liability hereunder.
3.6 Rights as Stockholder. No person shall have any right as a
stockholder of the Company with respect to any shares of Common
Stock or other equity security of the Company which is subject to
an award hereunder unless and until such person becomes a
stockholder of record with respect to such shares of Common Stock
or equity security. The Company's obligation to deliver shares
of Common Stock pursuant to this Plan shall be unfunded, and the
Company shall not be obligated to set aside any of its assets for
the purpose of satisfying its obligations hereunder. The claims
of holders of Bonus Stock Awards shall be solely those of an
unsecured creditor of the Company.
3.7 Governing Law. The corporate law of the State of Delaware
shall govern all issues concerning the relative rights of the
Company and the holders of Bonus Stock Awards with respect to
this Plan, the Bonus Stock Awards and Bonus Stock issuable under
the Plan. The law of the State of Illinois, except its law with
respect to choice of law, shall be controlling in all other
matters relating to the Plan.
3.8 Effective Date. This Plan shall become effective on the
Closing Date.
SCHEDULE A - Intentionally Omitted