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EXHIBIT 4.6  


 
 

ALLEN TELECOM INC.    
    
    AMENDED AND RESTATED
  1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN    
    


        1.    Purpose.    The purpose of the Allen Telecom Inc. Amended and Restated 1994
Non-Employee Directors Stock Option Plan (the "Plan") is to attract, retain and compensate highly qualified individuals who are not current employees of Allen Telecom Inc. (the
"Company") as members of the Board of Directors and to enable them to increase their ownership of shares of Common Stock, $1.00 par value, of the Company ("Common Stock"). The Plan will be beneficial
to the Company and its stockholders since it will allow these directors to have a greater personal financial stake in the Company through the ownership of Company stock, in addition to underscoring
their common interest and identification with stockholders in increasing the value of Company stock. 


        2.    Shares Subject to Plan.    The total number of shares of Common Stock with respect to
which options may be granted under the Plan shall not exceed 500,000 (as adjusted pursuant to Section 7 hereof). Shares issued upon exercise of options granted under the Plan may be either
authorized and previously unissued shares, issued shares which have been reacquired by the Company, or any combination thereof. In the event that any option granted under the Plan shall terminate,
expire or, with the consent of the optionee, be canceled as to any shares of Common Stock, without having been exercised in full, new options may be granted with respect to such shares without again
being charged against the maximum share limitations set forth above in this Section 2. 


        3.    Administration.    The Plan shall be administered by the Management Compensation
Committee of the Board of Directors, or any successor committee (the "Committee"), which shall be appointed by the
Board of Directors of the Company and shall consist of such number of directors, not less than two, as shall be determined by the Board, who shall serve at the pleasure of the Board, and each of whom
shall at the time of designation and service qualify under rule 16b-3 of the Securities and Exchange Act of 1934, or any successor provision at the time in effect
("Rule 16b-3"). Vacancies occurring in the membership of the Committee shall be filled by appointment by the Board of Directors. If for any reason the Committee is unable to perform
its functions and duties under the Plan, the Board of Directors may perform any such functions and duties. 



        The
Committee, from time to time, may adopt rules and regulations for carrying out the provisions and purposes of the Plan. The interpretation and construction by the Committee of any
provisions of, and the determination of any questions arising under, the Plan, any such rule or regulation, or any agreement evidencing options under the Plan, shall be final, binding and conclusive
on all persons interested in the Plan. The Secretary of the Company shall be authorized to implement the Plan in accordance with its terms and to take such actions of a ministerial nature as shall be
necessary to effectuate the intent and purposes hereof. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the
laws of the State of Delaware without regard to its conflicts of law principles. 



        4.    Eligibility.    All members of the Company's Board of Directors who are not current
employees of the Company or any of its subsidiaries at the time of option award ("Non-Employee Directors") are eligible to participate in the Plan. 


        5.    Option Awards.    



        (a)   Formula
Awards. 



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        (i)    Any
individual who is elected to the Board of Directors shall be granted an option to purchase 4,000 shares of Common Stock (as adjusted pursuant to Section 7
hereof) automatically upon initial election to the Board of Directors. 


        (ii)   Except
for any Non-Employee Director also serving as Chairman of the Board or Vice Chairman of the Board, each Non-Employee Director shall be
granted an option to purchase 3,000 shares of Common Stock (as adjusted pursuant to Section 7 hereof) automatically on the first Friday following the Annual Meeting of Stockholders. 




        (b)   Discretionary
Awards. The Committee, in its sole discretion, may grant additional options ("Discretionary Awards") to purchase shares of Common Stock to
Non-Employee Directors at such time or times and upon such conditions and for such numbers of shares as the Committee shall determine. No Non-Employee Director who is eligible
to receive Formula Awards and no Director who is a member of the Committee, during the time of his or her service as such, shall be eligible to receive Discretionary Awards. 



        (c)   Non-Statutory
Stock Options. All options granted under the Plan shall be non-statutory options not intended to qualify under Section 411
of the Internal Revenue Code of 1986, as amended (the "Code"). Each option granted under the Plan shall provide that such option will not be treated as an "incentive stock option," as that term is
defined in Section 422(b) of the Code. 




        6.    Terms and Conditions of Options.    All options granted under the Plan shall be
evidenced by stock option agreements in writing (hereinafter referred to as "option agreements"), in such form as the Committee may from time to time approve, executed on behalf of the Company by the
Chairman of the Board or President of the Company. Each option agreement shall be subject to the Plan, and, in addition to such other terms and conditions as the Committee may deem desirable, shall
provide in substance as follows: 



        (a)   Purchase
Price. The purchase price per share of Common Stock for which each option is exercisable shall be equal to 100% of the Fair Market Value of a share of Common
Stock as of the date such option is granted ("Fair Market Value"). Such Fair Market Value shall be the last sale price of Common Stock on the date next preceding such date as reported on the New York
Stock Exchange Composite Tape or, in the event that no sale shall have taken place on the New York Stock Exchange on such next preceding day, the last sale price of Common Stock on the next preceding
day on which there was a sale as reported on the New York Stock Exchange Composite Tape, or if the Common Stock is no longer traded on the New York Stock Exchange, the fair market value on such date
as determined by the Committee in accordance with applicable law and regulations. The option price shall be subject to adjustment as provided in Section 7 hereof. 


        (b)   Exercisability
and Term of Options. Subject to Section 6(c) hereof, each option granted under the Plan shall be exercisable 50 percent after two years from
date of grant, 75 percent after three years from date of grant and 100 percent after four years from date of grant. Each option granted under the Plan shall expire 10 years from
the date of grant and shall be subject to earlier termination as hereinafter provided. If a Non-Employee Director subsequently becomes an employee of the Company while remaining a member
of the Board of Directors, any options held under the Plan by such individual at the time of such commencement of employment shall not be affected thereby. 


        (c)   Cessation
of Service. Except as hereinafter set forth, no option shall be exercisable after the date of cessation of an optionee's service as a director of the Company.
Upon the death of an optionee at any time or upon cessation of service six months or more after the date of grant, all of the then outstanding options of such optionee shall become immediately
exercisable. If an optionee's service ceases for any reason, such exercisable options may be exercised by the optionee within three months after such cessation of service. If an optionee shall die
within such three- 



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month
period, or if cessation of his or her service shall have been due to such optionee's death, such options may be exercised at any time within one year after such death by the optionee's executor
or administrator or by his or her distributee to whom such options may have been transferred by will or by the laws of descent and distribution. Notwithstanding anything to the contrary herein, if
upon an optionee's cessation of service the optionee is or becomes an employee or a senior management consultant to the Company and/or its subsidiaries, such options may be exercised by the optionee
during the period ending on the earliest of (i) the ninetieth (90th) day following the date that the optionee permanently ceases to render employment or consulting services to the Company
and/or its subsidiaries, for any reason other than cessation by reason of death, or (ii) the date that is one year after the date of the optionee's death if the optionee ceases to render
employment or consulting services on account of his or her death or if the optionee dies within the ninety (90) day period described in clause (i) (in which case such option may be
exercised by the optionee's executor or administrator or by his or her distributee to whom the option may have been transferred by will or by the laws of descent and distribution). The foregoing
provisions shall not extend the period during which an option may be exercised beyond the date it expires by its terms. 


        (d)   Manner
of Exercise. Each option agreement shall provide that any option therein granted shall be exercisable only by giving in each case written notice of exercise,
accompanied by full payment of the purchase price either (i) in cash (including check, bank draft or money order, or wire or other transfer of funds, or advice of credit to the Company), of
(ii) in shares of Common Stock with a fair market value equal to the purchase price or a combination of cash and shares of Common Stock which in the aggregate are equal in value to such
purchase price. At the discretion of the Committee, the option agreement may provide that shares of Common Stock may be issued in the name of the optionee and another person jointly with the right of
survivorship. 


        (e)   Nontransferability.
Each option agreement shall provide that any option therein granted is not transferable by the optionee other than by will or by the laws of descent
and distribution and that, during the lifetime of the optionee, such option may be exercised only by the optionee or such optionee's legal representative. 


        (f)    Withholding
of Taxes. It shall be a condition to the obligation of the Company to issue or transfer shares of Common Stock upon the exercise of an option that the
optionee pay to the Company, upon its demand, such amount, if any, as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or local income or other
taxes incurred by reason of the exercise of such option or the transfer of shares upon such exercise. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Common
Stock upon exercise of the option. 




        7.    Adjustment upon Changes in Stock.    The Board of Directors shall make or provide for
such adjustments in the option price and in the number or kind of shares or other securities covered by outstanding options as the Board of Directors in its sole discretion, exercised in good faith,
shall determine is equitably required to prevent dilution or enlargement of rights of optionees that would otherwise result from (a) any stock dividend, stock split, combination of shares,
issuance of rights or warrants to purchase stock, recapitalization or other changes in the capital structure of the Company, (b) any merger, consolidation, reorganization or partial or complete
liquidation, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. The Board of Directors also shall make or provide for such adjustments in the
number or kind of shares of the Company's Common Stock or other securities which may be acquired pursuant to options granted under this Plan and the number of such securities to be awarded to each
optionee as the Board of Directors in its sole discretion, exercised in good faith, shall determine is appropriate to reflect any transaction or event described in the preceding sentence. The
determination of the Board of Directors as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. 


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        8.    Fractional Shares.    No fractional shares shall be issued pursuant to options granted
hereunder, and any fractional share resulting from an adjustment pursuant to Section 7 hereof shall be eliminated. 


        9.    Government Regulations.    The Plan, the grant and exercise of options hereunder, and
the Company's obligation to sell and deliver shares of stock pursuant to any such exercise, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by
any regulatory or government agency as shall be required. The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock prior to (a) the
admission of such shares to listing on any stock exchange on which the stock shall then be listed and (b) the completion of any registration or other qualification of such shares under any
state or federal law or rulings or regulations of any government body, which the Company shall, in its sole discretion, determine to be necessary or advisable. 


        10.    Term of the Plan.    The Plan as amended and restated hereby shall become effective
immediately following approval by the stockholders of the Company at its 2001 Annual Meeting of Stockholders. The period during which option grants shall be made under the Plan shall terminate on the
first Saturday following the 2003 Annual Meeting of Stockholders. Termination of the Plan, however, shall not affect outstanding options which have been granted prior to such termination, and all
unexpired options shall continue in full force and operation after termination of the Plan, except as they shall lapse or terminate by their own terms and conditions, and the terms of the Plan shall
continue to apply to such options. 


        11.    Amendment, Suspension or Termination of the Plan.    The Board of Directors at any time
and from time to time may amend, suspend or terminate the Plan; provided, however, that any amendment which must be approved by the stockholders of the
Company to comply with applicable law or the rules of
the principal stock exchange on which the Common Stock is traded shall not be effective unless and until such approval has been obtained. Without the written consent of the optionee, no amendment,
suspension or termination of the Plan shall adversely affect any option previously granted under the Plan, but it shall be conclusively presumed that any adjustment or change as provided in
Section 7 does not adversely affect any such right. 


        12.    No Right to Continue as Director.    Neither the Plan, nor the granting of an option,
nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that a director has a right to continue as a director for any
period of time, or at any particular rate of compensation. 


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ALLEN TELECOM INC. AMENDED AND RESTATED 1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN