Exhibit 10.13
INFORMATION WITH REGARD TO
TELLABS, INC.
STOCK BONUS PLAN
1. INTRODUCTION
1.1 The purpose of the Tellabs, Inc. Stock Bonus Plan (the "Plan")
is (i) to align the interests of the stockholders of Tellabs,
Inc. ("Tellabs"), Groupe de Transport Tellabs Inc. / Tellabs TG,
Inc. ("Tellabs TG") and recipients of awards under this Plan by
increasing the proprietary interest of such recipients in the
growth and success of Tellabs and Tellabs TG and (ii) to advance
the interests of Tellabs and Tellabs TG by ensuring that key
employees of Tellabs TG remain with such company. For purposes of
this Plan, references to employment by Tellabs shall also mean
employment by Tellabs TG.
1.2 Certain Definitions
"Board" shall mean the Board of Directors of Tellabs.
"Bonus Stock" shall mean shares of Common Stock awarded under
the Plan.
"Bonus Stock Award" shall mean an award to an eligible
employee of a right to receive Bonus Stock under the Plan.
"Cause" shall mean any act of dishonesty, commission of an
indictable criminal offense, activities harmful to the reputation
of Tellabs or Tellabs TG, the refusal to perform or the
substantial disregard of duties properly assigned or a significant
violation of any legal duty of loyalty to Tellabs or Tellabs TG,
as determined by the Committee in its sole discretion.
"Closing Date" means June 28, 1996.
"Committee" shall mean the Compensation Committee of the Board
of Directors of Tellabs or any successor Committee thereto.
"Common Stock" means the common stock of Tellabs, Inc.
"Disability" shall mean the inability of the holder of an 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
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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, 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 Tellabs or Tellabs TG as the Committee deems
appropriate.
1.4 Eligibility
Participants eligible to participate in this Plan shall
consist of the full-time employees of Tellabs TG.
2. BONUS STOCK AWARDS
2.1 Bonus Stock Awards
Tellabs shall grant Bonus Stock Awards to employees of Tellabs
TG from time to time as determined by Tellabs' Board of Directors
or the Committee. Each such grant shall be evidenced by a notice
sent by Tellabs to each such employee to whom Bonus Stock Awards
are made. The maximum number of employees of Tellabs TG to whom
Bonus Stock Awards may be granted however is 50.
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 Bonus Stock Award
granted to any one person pursuant to this Plan shall be no
greater than 500, subject to adjustment as provided in Section 3.3
hereof.
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
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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
Tellabs or Tellabs TG 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 Tellabs or Tellabs TG as specified above, except as
otherwise provided in Section 2.3 b) hereof.
c. Share Certificates
Upon the vesting of a portion of a Bonus Stock Award pursuant to
Section 2.2 b), 2.3 b) or 3.5, in each case subject to Tellabs or
Tellabs TG rights to require payment of any taxes in accordance
with Section 3.2, a certificate or certificates evidencing
ownership of the number of shares of Common Stock so vested 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 equal to the vested portion of
such award, less any applicable withholding, as required by
Section 3.2, as the case may be.
d. Price
No payment shall be required or exigible by a recipient of a
Bonus Stock Award or Common Stock pursuant to this Plan. Bonus
Stock Awards and Common Stock issued pursuant to this Plan shall
be granted by Tellabs as consideration for a recipient's having
decided to remain as an employee of Tellabs TG following its
acquisition by Tellabs.
2.3 Termination of Employment.
a. Termination Resulting in Forfeiture
If the employment with Tellabs or Tellabs TG of the holder of
a Bonus Stock Award is (i) terminated by Tellabs or Tellabs TG
for Cause, (ii) if such employment terminates by reason of the
holder's Disability, or death, or (iii) if a holder voluntarily
terminates his employment with Tellabs or Tellabs TG for any
reason, the portion of such award which is not vested pursuant
to Section 2.2(b) shall be forfeited by such holder and such
portion shall be canceled by Tellabs.
b. Other Termination
If Tellabs or Tellabs TG terminates the employment of the
holder of a Bonus Stock Award for any reason other than Cause or
Disability, the portion of such award which is not otherwise
vested shall vest pursuant to Section 2.2(b) without regard to
such termination.
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3. 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 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 without the consent of such holder.
3.2 Tax Withholding
Tellabs and Tellabs TG shall have the right to require, prior
to the issuance or delivery of any shares of Common Stock or the
payment of any cash pursuant to an award made hereunder, payment
by the holder of such award of any federal, provincial, 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. 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 shall be adjusted or modified accordingly, as
determined by the Committee, which adjustment may include providing
for payment of an asset not constituting a security upon the
vesting of an outstanding Bonus Stock Award. The decision of the
Committee regarding any such adjustment shall be final, binding
and conclusive. If any such adjustment would result in a
fractional security being (i) available under this Plan, such
fractional security shall be disregarded, or (ii) subject to an
award under this Plan, Tellabs or Tellabs TG 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, an
amount in cash determined by multiplying (i) the fraction of such
security (rounded to the nearest hundredth) by (ii) the excess,
if any, of the Fair Market Value on the vesting date.
3.4 Minimum Sum to be Collected
Given that Bonus Stock Awards and Common Stock issued pursuant
to this Plan without any payment being required or exigible, no
minimum sum will be collected. Bonus Stock Awards and Common
Stock issued pursuant to this Plan shall be granted by Tellabs
as consideration for a recipient's having decided to remain as
an employee of Tellabs TG following its acquisition by Tellabs.
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3.5 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.
3.6 No Right of Employment
Neither this Plan nor any award made hereunder shall confer upon
any person any right to continued employment by Tellabs, Tellabs
TG or any subsidiary or affiliate thereof or affect in any manner
the right of Tellabs, Tellabs TG or any subsidiary or affiliate
thereof to terminate the employment of any person at any time
without liability hereunder.
3.7 Right as Stockholder
No person shall have any right as a stockholder of Tellabs with
respect to any shares of Common Stock or other equity security of
Tellabs 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. Tellabs's obligation
to deliver shares of Common Stock pursuant to this Plan shall be
unfunded, and Tellabs 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 Tellabs.
3.8 Governing Law
This Plan and each award hereunder, and all determinations made
and actions taken pursuant hereto, to the extent not otherwise
governed by the laws of the United States, shall be governed by
the laws of the State of Delaware and construed in accordance
therewith without giving effect to principles of conflicts of laws.
3.9 Effective Date
This Plan shall have retroactive effect from the Closing Date
following its approval by the Commission des valeurs mobilieres
du Quebec.
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