Exhibit 10.14
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"), and its subsidiaries from time to time
(individually, a "Subsidiary" and collectively, the
"Subsidiaries") and recipients of awards under this Plan by
increasing the proprietary interests of such recipients in the
growth and success of Tellabs and (ii) to advance the interests
of Tellabs and its Subsidiaries by retaining key employees of
International Business Machines Corporation, a New York
corporation, as employees of Tellabs Operations, Inc. ("Tellabs
Operations").
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 a Subsidiary, 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 a Subsidiary, as determined by the Committee in its sole
discretion.
"Closing Date" means January 10, 1997.
"Committee" shall mean the Compensation Committee of the Board
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
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
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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 a Subsidiary as the
Committee deems appropriate.
1.4 Eligibility
Participants eligible to participate in this Plan shall consist
of the full-time employees of Tellabs whose names appear on
Schedule A, attached hereto. No other persons shall be eligible
to participate in this Plan.
2. BONUS STOCK AWARDS
2.1 Bonus Stock Awards
Effective on the Closing Date, Tellabs shall grant Bonus Stock
Awards to employees of Tellabs Operations from time to time as
determined by Tellabs' Board 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.
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 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
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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 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 Tellabs or a Subsidiary as specified above,
except as otherwise provided in Section 2.3(b) hereof.
c. Shares Certificates
Upon the vesting of a portion of a Bonus Stock Award pursuant
to Section 2.2(b) or 2.3(b), in each case subject to Tellabs or
a Subsidiary 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.
2.3 Termination of Employment
a. Termination Resulting in Forfeiture
If (i) employment with Tellabs or a Subsidiary of the holder of a
Bonus Stock Award is terminated by Tellabs or a Subsidiary for
Cause, (ii) such employment terminates by reason of the holder's
Disability or death, or (iii) a holder voluntarily terminates his
employment with Tellabs or a Subsidiary 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 a Subsidiary terminates the employment of the
holder of a Bonus Stock Award for any reason other than as provided
in Section 2.3(a), the portion of such award which is not
otherwise vested shall vest pursuant to Section 2.2(b) without
regard to such termination and be payable within thirty (30) days
of such termination, in accordance with Section 2.2(c).
3. GENERAL
3.1 Amendments
The Board or the Committee 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.
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3.2 Tax Withholding
Tellabs 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 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 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 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 (a) the fraction of such security
(rounded to the nearest hundredth) by (b) the excess, if any, of
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 Tellabs, Tellabs
Operations or any Subsidiary or affiliate thereof or affect in
any manner the right of Tellabs, Tellabs Operations or any
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Subsidiary or affiliate thereof to terminate the employment of
any person at any time without liability hereunder.
3.6 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' 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.
3.7 Governing Law
The corporate law of the State of Delaware shall govern all
issues concerning the relative rights of Tellabs and the holders
of Bonus Stock Awards with respect to this 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.
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