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Exhibit
10.3(h)
FIRST
AMENDMENT
TO THE ADTRAN,
INC.
2006 EMPLOYEE STOCK
INCENTIVE PLAN
This First Amendment to the
ADTRAN, Inc. 2006 Employee Stock Incentive Plan (the
“Plan”) is made and entered into effective as of the
16th day of July, 2007, by ADTRAN, Inc. (the
“Company”).
W I T
N E S S E T H
:
WHEREAS , the Company
maintains the Plan, which is administered by the Compensation
Committee (the “Committee”) appointed by the Board of
Directors of the Company (the “Board”), to provide for
grants of options and restricted stock to employees of the Company;
and
WHEREAS , the Company
wishes to amend the Plan to clarify certain provisions related to
Beneficiaries;
WHEREAS , Article 10
of the Plan permits the Board to amend the Plan at any time,
subject to certain restrictions that do not apply hereto;
and
NOW, THEREFORE , the
Company hereby amends the Plan as follows:
1.
Section 2.7 of the Plan
shall be amended to read as follows:
“2.7 Beneficiary
means, with respect to a Participant, the person, trust or entity
to whom the Participant’s Options and/or Stock Appreciation
Rights shall be transferred upon the Participant’s death (
i.e. , the Participant’s Beneficiary).
| (A) |
Designation of Beneficiary . A Participant’s
Beneficiary shall be the one individual, trust or entity that is
last designated in writing by the Participant as such
Participant’s Beneficiary for each specific Award. A
Participant shall designate his or her original Bene |
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