Exhibit 10.3(h)
ADTRAN
MANAGEMENT INCENTIVE BONUS
PROGRAM
For the CEO, COO and Senior Vice
Presidents
FISCAL YEAR 2005
Purpose
The Board of Directors (the “Board”)
has established this Management Incentive Bonus (MIB) program to
provide incentives and rewards for certain management and
professional staff of ADTRAN, Inc. (the “Company”).
This MIB program has been designed specifically to provide bonus
compensation to authorized participants, provided the Company
achieves defined goals as established from time to time by the
Board.
Participants
Officers of the Company and key members of the
Company’s professional staff are candidates for participation
in the MIB program. The CEO or COO shall select nominees for
participation in the program from among these candidates and
forward such selections to the Board for approval. Nominees shall
become Participants in the MIB program upon Board approval,
nominee’s notification by the CEO or COO of approved
participation, and the nominee’s acceptance of the terms of
this MIB program. Upon becoming a Participant, each
individual’s participation shall be effective for the current
fiscal year. Participation by any individual in future MIB
programs, if any, shall be at Board’s sole
discretion.
Earnings per Share (EPS)
Bonus
The Company’s 2005 Earnings per Share
(EPS), as publicly announced, shall be employed to measure each
Participant’s eligibility for award of EPS Bonus compensation
as well as the amount of that compensation.
EPS Bonus Opportunity
Provided the Company’s EPS
exceeds a specified level, Participants shall become eligible for
EPS Bonus compensation under this MIB program. Attachment A sets
forth the minimum EPS level above which EPS Bonus compensation will
be earned, as well as increased amounts of bonus for EPS above that
minimum level.
EPS Performance
Measurement
When determining a
Participant’s eligibility for EPS Bonus compensation, the
Board, at its sole discretion, may specify adjustments for certain
events including, but not limited to, gains or losses from
investments; payments to Participants as contemplated under this
MIB program; and other unusual events that the Board, acting in
good faith, determines to be necessary and reasonable. The Board
may, at any time, specify other adjustments to the method for
performance measurement, computation of related bonus compensation
or scheduled dates for bonus payment.
Reductions
The Board
