EX-10.15 2007 STOCK INCENTIVE PLAN



 





EXHIBIT 10.15




ARRIS GROUP, INC.

2007 STOCK INCENTIVE PLAN




     1. PURPOSE AND EFFECTIVE DATE. ARRIS Group, Inc. (the “Company”) has established this 2007
Stock Incentive Plan (the “Plan”) to facilitate the retention and continued motivation of key
employees, consultants and directors and to align more closely their interests with those of the
Company and its stockholders. The effective date of the Plan shall be the date it is approved by
the stockholders of the Company (the “Effective Date”). No grants shall be made under this Plan
subsequent to ten (10) years after the Effective Date. This Plan will have no impact on the
Company’s existing stock incentive plans or the awards outstanding thereunder.



     2. ADMINISTRATION. The Plan shall be administered by the Compensation Committee of the
Company’s Board of Directors or such other Board committee consisting solely of independent
directors (as determined by the Board or a committee thereof) as the Board may designate (the
“Committee”). The Committee has the authority and responsibility for the interpretation,
administration and application of the provisions of the Plan, and the Committee’s interpretations
of the Plan, and all actions taken by it and determinations made by it, shall be binding on all
persons. The Committee may authorize one or more officers to approve the awards of options and
other rights to non-officers to the extent permitted by Section 157(c) of the Delaware General
Corporation Law. No Board or Committee member shall be liable for any determination, decision or
action made in good faith with respect to the Plan.



     3. SHARES SUBJECT TO PLAN. A total of 5,000,000 shares of Common Stock of the Company
(“Shares”) may be issued pursuant to the Plan. The Shares may be authorized but unissued Shares or
Shares reacquired by the Company and held in its treasury. Grants of incentive awards under the
Plan will reduce the number of Shares available thereunder by the maximum number of Shares
obtainable under such grants. If all or any portion of the Shares otherwise subject to an incentive
award under the Plan are not delivered or do not vest for any reason including, but not limited to,
the cancellation, expiration or termination of any option right or unit, the settlement of any
award in cash, the forfeiture of any restricted stock, or the repurchase of any Shares by the
Company from a participant for the cost of the participant’s investment in the Shares, such number
of Shares shall be available again for issuance under the Plan. Notwithstanding the foregoing,
Shares tendered (either actually or through attestation) to pay the option exercise price, shares
withheld for the payment of withholding taxes and, shares and other awards repurchased by the
Company from a person using proceeds from the exercise of awards by that person shall not return to
the share reserve, and the determination of the number of Shares used in connection with
stock-settled stock appreciation rights shall be based upon the number of Shares with respect to
which the rights were based and not just the number of Shares delivered upon settlement. Shares
issued in connection with awards that are assumed, converted or substituted pursuant to a merger or
an acquisition shall reduce the share reserve. The number of Shares covered by or specified in the
Plan and the number of Shares and the purchase price for Shares under any outstanding awards, may
be adjusted proportionately by the Committee for any increase or decrease in the number of issued
Shares or any change in the value of the Shares resulting from a subdivision or consolidation of
Shares, reorganization, recapitalization, spin-off, payment of stock dividends on the Shares, any
other increase or decrease in the number of issued Shares made without receipt of consideration by
the Company, or the payment of an extraordinary cash dividend.



     4. ELIGIBILITY. All key employees, active consultants and directors of the Company and its
subsidiaries are eligible to be selected to receive a grant under the Plan by the Committee. The
Committee may condition eligibility under the Plan, and any grant or exercise of an incentive award
under the Plan, on such conditions, limitations or restrictions as the Committee determines to be
appropriate for any reason. No person may be granted in any period of two consecutive calendar
years, awards covering more than 1,500,000 Shares. The maximum amount to be paid to any one person
pursuant to performance units, in any calendar year, shall not exceed $2,000,000.



     5. AWARDS. The Committee may grant awards under the Plan to eligible persons in the form of
stock options (including incentive stock options within the meaning of section 422 of the Code),
stock grants, stock units, restricted stock, stock appreciation rights, performance shares and
units and dividend equivalent rights, and shall



 









 




establish the number of Shares subject to each such grant and the terms thereof, including any
adjustments for reorganizations and dividends, subject to the following:





	 	(a)	 	All awards granted under the Plan shall be evidenced by agreements in
such form and containing such terms and conditions not inconsistent with the Plan
as the Committee shall prescribe.
	 
	 	(b)	 	The exercise price of any option or stock appreciation right shall not
be less than the fair market value of a corresponding number of Shares as of the
date of grant, except options or stock appreciation rights being granted to replace
options or rights not initially granted by the Company or its predecessors may be
granted with exercise prices that in the judgment of the Committee result in
options or rights having comparable value to the options or rights being replaced.
The maximum term on options and stock appreciation rights shall not exceed ten (10)
years.
	 
	 	(c)	 	Options and stock appreciation rights shall vest over a minimum of
three years (and shall vest no more quickly than ratably), and all other awards
shall have a minimum vesting or holding period of three years, provided
that (i) awards that are issued in connection with mergers and acquisitions may
have vesting and holding periods that are the same as any awards that they are
replacing or otherwise as deemed appropriate by the Committee, and (ii) a vesting
or holding period may be reduced as a result of death, disability, retirement, a
merger or sale, termination of employment or other extraordinary event. In the
absence of an extraordinary event, the vesting and holding restrictions applicable
to an award shall not be reduced or otherwise waived.
	 
	 	(d)	 	No more than 2,000,000 of the Shares may be awarded in a form other
than options or stock appreciation rights. The aggregate number of Shares with
respect to which incentive stock options may be issued under the Plan shall not
exceed 4,000,000.
	 
	 	(e)	 	No option may be repriced by amendment, substitution or cancellation
and regrant, unless authorized by the stockholders. Adjustments pursuant to Section
3 above shall not be considered repricing.
	 
	 	(f)	 	When issuing performance shares or units performance criteria may
include: revenue; earnings before interest, taxes, depreciation and amortization
(EBITDA); cash earnings (earnings before amortization of intangibles); operating
income; pre- or after-tax income; earnings per share, net cash flow; net cash flow
per share; net earnings; return on equity; return on total capital; return on
sales, return on net assets employed, return on assets; economic value added (or an
equivalent metric); share price performance; total shareholder return; improvement
in or attainment of expense levels; and improvement in or attainment of working
capital levels. Performance criteria may be related to a specific customer or
group of customers or geographic region. Performance criteria may be measured
solely on a corporate, subsidiary or division basis, or a combination thereof.
Performance criteria may reflect absolute entity performance or a relative
comparison of entity performance to the performance of a peer group of entities or
other external measure of the selected performance criteria. Profit, earnings and
revenues used for any performance goal measurement may exclude any extraordinary or
nonrecurring items.
	 
	 	(g)	 	All awards may be settled in cash, shares or deferred delivery, as
authorized by the Committee.
	 
	 	(h)	 	Shares granted from the plan may be used as form of payment for
compensation, grants or rights earned or due under other Company plans or
arrangements.





     6. AMENDMENT OF THE PLAN. The Board of Directors or the Committee may from time to time
suspend, terminate, revise or amend the Plan or the terms of any grant in any respect whatsoever,
provided that, without the approval of the stockholders of the Company, no such revision or
amendment may increase the number of Shares subject to the Plan, change the provisions of Section 5
above, or expand those eligible for grants under the Plan.



 









 





     7. GENERAL. The laws of the State of Delaware shall apply to the Plan. Nothing herein shall
restrict the Board from exercising the authority granted hereunder to the Committee or otherwise
from exercising its fiduciary duties.