exv10w39



 






Exhibit 10.39









Stock Award Agreement







	 	 	 
	Type(s) of Award:

	 	Stock options, including without
limitation, global stock options and
key contributor stock options;
and/or restricted stock units
(“RSUs”).
	 
	 	 
	

	 	When vested, each stock option
entitles the holder to purchase one
share of Tellabs common stock at the
applicable option exercise price as
set forth in the Award Statement.


When vested, each RSU entitles the
holder to receive one share of
Tellabs common stock for each vested
RSU.
	 
	 	 
	Vesting:

	 	The date(s) upon which the stock
options become exercisable are set
forth on the Award Statement,
together with the expiration date of
the option.


The date(s) upon which the RSUs vest
are set forth on the Award
Statement.




In the event of termination of
employment due to death or
disability, or upon a Change in
Control, the options and RSUs will
become fully vested.
	 
	 	 
	Payment:

	 	The option may be exercised by
delivering a written notice,
including an electronic notice, to
the Company providing the number of
option shares to be exercised and
accompanied by full payment for the
option shares, including any tax
withholding due. The option price
may be paid to the Company in full
in cash or check made payable to the
Company, by wire transfer, or by
tendering previously-acquired shares
which have been held for a period of
not less than six months. No
payment is required with respect to
RSUs.
	 
	 	 
	Effect of Termination of
Employment

	 	Except for termination due to death
or disability, no further vesting
will occur after termination of
employment, and all unvested options
and RSUs will be forfeited and/or
cancelled.
	 
	 	 
	

	 	Vested stock options may be
exercised for a period of three
months following termination of
employment, seven months if
termination occurs after a Change in
Control, or one year if termination
is due to death or disability.
However, in no event may an option
be exercised after the expiration
date set forth on the Award Statement.
	 
	 	 
	U.S. Federal Income Tax
Considerations:

	 	The following discussion is a
summary of certain current U.S.
federal income tax consequences
relating to stock options and RSUs.
	 
	 	 
	

	 	Stock Options. No income is
recognized upon the grant of a
nonqualified stock option. Upon
exercise, ordinary income is








 









 









	 	 	 
	

	 	recognized in an amount equal to the
excess of the fair market value of a
share of common stock on the date of
exercise over the exercise price
multiplied by the number of options
exercised. A subsequent sale or
exchange of such shares will result
in gain or loss measured by the
difference between (a) the exercise
price, increased by any compensation
reported upon the participant’s
exercise of the option, and (b) the
amount realized on such sale or
exchange. Any gain or loss will be
capital in nature if the shares were
held as a capital asset and will be
long-term if such shares were held
for more than one year.
	 
	 	 
	

	 	Restricted Stock Units. No income
is recognized upon receipt of an
award of RSUs. Upon vesting, income
equal to the fair market value of
common stock issued is recognized.
The capital gain or loss holding
period for any common stock
distributed under an award will
begin when ordinary income is
recognized, and any subsequent
capital gain or loss will be
measured by the difference between
the ordinary income recognized and
the amount received upon sale or
exchange of the shares.
	 
	 	 
	Transferability:

	 	No option or RSU granted under the
Plan may be sold, transferred,
pledged, assigned, or otherwise
alienated or hypothecated, otherwise
than by will or by the laws of
descent and distribution. All
options granted under the Plan are
exercisable only by you during your
lifetime and by your designated
beneficiary in the event of your
death.
	 
	 	 
	Voting Rights/Dividends:

	 	Since stock options and RSUs do not
represent actual shares, no voting
rights arise upon receipt of stock
options or RSUs. Dividends, if any,
that would have been paid on the
underlying shares will be paid when
the stock option is exercised or
when the RSUs vest and such shares
are distributed.
	 
	 	 
	Tax Withholding:

	 	The holder will make appropriate
arrangements with the Company for
the satisfaction of all Federal,
state and local income and
employment tax withholding
requirements applicable to the
option exercise. The Company may
deduct or withhold from shares
issuable upon exercise of options or
the vesting of RSUs, a number of
shares having a fair market value
equal to the amount sufficient to
satisfy the minimum statutory
Federal, state and local tax
(including the FICA and Medicare tax
obligation) withholding required by
law with respect to the exercise or
distribution of shares made under or
as a result of the Plan.
	 
	 	 
	Scope of Terms:

	 	This discussion does not purport to
be complete, and does not cover,
among other things, foreign, state
and local tax treatment. For
employees outside the United States
the Company may modify the
provisions of these terms to comply
with applicable law, regulation or
accounting rules.








 









 





Stock Award Statement





Notice is hereby given of the following stock option grant (the “Option”) to purchase shares of
the Common Stock of Tellabs, Inc. (the “Company”):




	 	 	 
	Holder:

	 	Grant Date:
	 
	 	 
	Number of Option Shares:

	 	Exercise Price:
	 
	 	 
	Vesting Commencement Date:

	 	Expiration Date:
	 
	 	 
	Type of Option:

	 	Grant Number:
	 
	 	 
	SAP ID:

	 	Band:
	 
	 	 
	Location:

	 	Hire Date:






Exercise Schedule: The Option shall become exercisable with respect to twenty percent (20%) of
the Option Shares upon Holder’s completion of one (1) year of Service measured from the Vesting
Commencement Date, twenty percent (20%) of the Options Shares upon Holder’s completion of two (2)
years of Service measured from the Vesting Commencement Date and sixty percent (60%) of the Option
Shares upon Holder’s completion of three (3) years of Service measured from the Vesting
Commencement Date.




This Option was issued from the Tellabs, Inc. 2004 Incentive Compensation Plan (the “Plan”). If
you accept the terms of this Option, you shall be deemed to have consented to be bound by all of
the terms and conditions of this Stock Award Statement, which includes the accompanying Stock Award
Agreement and the Plan. You can access the Plan and the Summary Plan Description (SPD) via
HROnline at http://hronline.hq.tellabs.com. If any differences should arise between this Stock
Award Statement and the Plan, then the Plan will govern.




No Employment or Service Contract. Nothing in this Statement or in the attached Stock Award
Agreement or in the Plan shall confer upon Holder any right to continue in Service in any period of
specific duration or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining Holder) or of Holder, which rights are hereby
expressly reserved by each, to terminate Holder’s Service at any time for any reason, with or
without cause.



	 	 	 	 	 
	Dated:	 	TELLABS, INC.
	

	 	By:	 	 
	 	 	 	 

	 
	 	 	 	 
	

	 	Title:
	 	Executive Vice President, Human Resources
	 	 	 	 

	 
	 	 	 	 
	 	 	OPTIONEE:
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	Address:	 	 
	 
	 	 	 	 
	 	 	 	 

	 
	 	 	 	 
	 	 	 	 

	 
	 	 	 	 
	 	 	 	 

	 
	 	 	 	 
	 
	 	 	 	 
	ATTACHMENTS:
	 	 	 	 
	 
	 	 	 	 
	Stock Award Agreement
	 	 	 	 






This Stock Award Statement, including the accompanying Stock Award Agreement, constitutes part of a
prospectus covering securities registered under the Securities Act of 1933, as amended.







 









 





Stock Award Statement





Notice is hereby given of the following stock option grant (the “Option”) to purchase shares of the
Common Stock of Tellabs, Inc. (the “Company”):




	 	 	 
	Holder:

	 	Grant Date:
	 
	 	 
	Number of Option Shares:

	 	Exercise Price:
	 
	 	 
	Vesting Commencement Date:

	 	Expiration Date:
	 
	 	 
	Type of Option:

	 	Grant Number:
	 
	 	 
	SAP ID:

	 	Band:
	 
	 	 
	Location:

	 	Hire Date:






Exercise Schedule: The Option shall become exercisable with respect to thirty-three (33%) of the
Option Shares upon Holder’s first anniversary of the Vesting Commencement Date and shall become
exercisable for the balance of the Option shares in twenty-four (24) successive equal monthly
installments upon Optionee’s completion of each additional month of service over the twenty-four
(24) month period measured from the first anniversary of the Vesting Commencement Date.




This Option was issued from the Tellabs, Inc. 2004 Incentive Compensation Plan (the “Plan”). If
you accept the terms of this Option, you shall be deemed to have consented to be bound by all of
the terms and conditions of this Stock Award Statement, which includes the accompanying Stock Award
Agreement and the Plan. You can access the Plan and the Summary Plan Description (SPD) via
HROnline at http://hronline.hq.tellabs.com. If any differences should arise between this Stock
Award Statement and the Plan, then the Plan will govern.




No Employment or Service Contract. Nothing in this Statement or in the attached Stock Award
Agreement or in the Plan shall confer upon Holder any right to continue in Service in any period of
specific duration or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining Holder) or of Holder, which rights are hereby
expressly reserved by each, to terminate Holder’s Service at any time for any reason, with or
without cause.



	 	 	 	 	 
	Dated:	 	TELLABS, INC.
	

	 	By:	 	 
	 	 	 	 

	 
	 	 	 	 
	

	 	Title:
	 	Executive Vice President, Human Resources
	 	 	 	 

	 
	 	 	 	 
	 	 	OPTIONEE:
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	Address:	 	 
	 
	 	 	 	 
	 	 	 	 

	 
	 	 	 	 
	 	 	 	 

	 
	 	 	 	 
	 	 	 	 

	 
	 	 	 	 
	 
	 	 	 	 
	ATTACHMENTS:
	 	 	 	 
	 
	 	 	 	 
	Stock Award Agreement
	 	 	 	 







This Stock Award Statement, including the accompanying Stock Award Agreement, constitutes part of a
prospectus covering securities registered under the Securities Act of 1933, as amended.