Exhibit 10.1









Exhibit 10.1




ADTRAN, INC.

PERFORMANCE SHARES AGREEMENT




This Performance Shares Agreement (this “Agreement”) sets forth the specified terms of
ADTRAN, Inc.’s grant of Restricted Stock Units (“Performance Shares”) pursuant to the ADTRAN, Inc.
2006 Employee Stock Incentive Plan (the “Plan”). All capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Plan.



Name
of Participant:  





Date
of Grant:
 





Number
of Performance Shares Granted:
 





Performance Period: The three (3) year period beginning on the Date of Grant of the Performance
Shares.




Vesting and Delivery of Performance Shares: The number of granted Performance Shares that are
vested and earned pursuant to this Agreement will be based on the total shareholder return (“TSR”)
of ADTRAN, Inc. (the “Company”) during the Performance Period relative to all companies in the
NASDAQ Telecommunications Index. Granted Performance Shares will be vested and earned in
accordance with the following schedule:





	 	 	 
	The Company’s TSR	 	Granted Performance
	Performance relative to its	 	Shares Earned
	Peer Group (expressed in	 	(expressed as a
	a percentile)	 	percentage)
	Less than 20th Percentile
	 	0%
	20th Percentile
	 	25%
	25th Percentile
	 	38%
	30th Percentile
	 	50%
	35th Percentile
	 	63%
	40th Percentile
	 	75%
	45th Percentile
	 	88%
	50th Percentile
	 	100%
	55th Percentile
	 	108%
	60th Percentile
	 	117%
	65th Percentile
	 	125%
	70th Percentile
	 	133%
	75th Percentile
	 	142%
	80th or more Percentile
	 	150%






One share of the Company’s Common Stock shall be issued to the Participant for every “Earned
Performance Share.” The Company will issue shares of Common Stock to the Participant as soon as
administratively practicable following the date the Performance Shares have been vested and earned;
provided, however, if any law or regulation requires the Company to take any action (including, but
not limited to, the filing of a registration statement under the 1933 Act and causing such
registration statement to become effective) with respect to such shares of Common Stock before the
issuance thereof,
then the date of delivery of the shares shall be extended for the period necessary to take such
action, to the maximum extent permitted by Section 409A of the Internal Revenue Code.



 


 









 








Accelerated Vesting and Delivery: In the event of (1) the Participant’s death, (2) the
Participant’s Disability, or (3) a Change of Control of the Company, a portion of the granted
Performance Shares shall become immediately vested and earned by the Participant. The number of
such vested and nonforfeitable shares shall be equal to (x) the number of Performance Shares that
is 25% of the total Performance Shares granted under this Agreement multiplied by (y) a fraction,
the numerator of which shall equal the number of days elapsed from the Date of Grant to the date of
the applicable acceleration event and the denominator of which shall equal the days in the
Performance Period.




Dividend Credits: The Participant shall receive dividend credits upon the Company’s payment of
cash dividends for its Common Stock during the Performance Period as follows:




(1) The Participant shall receive dividend credits on the unvested portion of the original
number of Performance Shares awarded on the Date of Grant (“Original Performance Shares”), with the
amount of such dividend credits credited to the Participant in the form of additional unvested
Performance Shares, as calculated pursuant to the Plan.



(2) The Participant’s Performance Shares attributable to any dividend credits will be vested
and earned in accordance with the same schedule as the Original Performance Shares (as described
above).



(3) The distribution of Performance Shares attributable to dividend credits shall be made in a
cash payment on the same date as the issuance of the Common Stock for the “Earned Performance
Shares.”



Designation of Beneficiary: The Participant hereby designates the following individual as the
Beneficiary (as defined in the Plan) of this Agreement:




	 	 	 	 	 

	Name:

	 	 
	 	 
	 

	 	 	 
	Address:

	 	 	 	 
	 

	 	 	 
	 

	 	 	 	 
	 

	 	 	 
	Relationship:  

	 	 	 	 
	 

	 	 	 





The Participant may modify this designation of Beneficiary only in accordance with the terms and
provisions of the Plan.



 


 









 








The Performance Shares granted above are subject to all restrictions, terms and conditions set
forth in the ADTRAN, Inc. 2006 Employee Stock Incentive Plan. In the event of any inconsistency
between this Agreement and the Plan, the provisions of the Plan shall govern. The Participant has
received a copy of the Plan’s prospectus, including a copy of the Plan. The Participant agrees to
the terms of this Performance Shares Agreement, which may be amended only upon a written agreement
signed by the parties hereto.



	 

	This      
                day of                                         , 20     .








	 	 	 	 	 	 	 

	ADTRAN, INC.	 	PARTICIPANT:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 
	Thomas R. Stanton

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	Title: Chief Executive Officer

	 	Title: