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Exhibit
10.3(l)
FIRST
AMENDMENT
TO THE ADTRAN,
INC.
2005 DIRECTORS STOCK
OPTION PLAN
This First Amendment to the
ADTRAN, Inc. 2005 Directors Stock Option 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 to non-employee directors of the Company;
and
WHEREAS , the Company
wishes to amend the Plan to permit exercise of an option through a
broker-assisted cashless exercise transaction, or any other method
permitted by the Committee;
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 6.8(a) of the
Plan shall be amended to read as follows:
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“(a) |
The Option Price shall be payable upon the exercise of the
Option in an amount equal to the number of shares then being
purchased times the per share Option Price. Payment, at the
election of the Optionee (or his Beneficiary as provided in
subsection (c) of Section 6.9), shall be (A) in
cash; (B) by delivery to the Company of shares of the Common
Stock that have been owned by the Optionee for at least six months,
guaranteed or notarized, with such documentation as the Committee
may require, or in such other manner as the Committee may require;
(C) if permitted by all applicable laws and regulations, by
broker-assisted cashless exercises executed through a same day sale
on the public market; or (D) any combination of the above
forms or any other form of payment permitted by the
Committee.” |
2.
The exercise notice in
Appendix A of the Plan shall be amended to read as
follows:
EXHIBIT A
ADTRAN, INC.
2005 DIRECTORS STOCK OPTION
PLAN
NOTICE OF INTENT TO
EXERCISE FOR NONQUALIFIED STOCK OPTION AGREEMENT
This Notice of Intent to
Exercise is given pursuant to the terms of the Nonqualified Stock
Option Agreement, dated
, , between
ADTRAN, Inc. (the “Company”) and the undersigned
Optionee (the “Agreement”), which Agreement represents
Nonqualified Stock Option No.
and which is made a part hereof and incorporated herein by
reference.
EXERCISE OF OPTION .
Optionee hereby declares his or her intent to exercise his or her
option to purchase
shares of the Option through the following method of
exercise:
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1. |
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Broker-Assisted Cashless Exercise: Optionee hereby
elects to exercise through a broker-assisted cashless exercise
executed through a same day sale on the public market. Optionee
understands that he or she will be considered to have exercised on
the same day as the broker’s sale of the stock if and only if
the exercise is completed in accordance with the applicable rules
for a same day sale, including delivery to the Company of cash in
the total amount of $
within three trading days after the date of sale
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NOTE: If
the cash is not delivered to the Company within three trading days
after the date of sale, the date of exercise will be deemed to
occur on the trading day that the cash actually is delivered to the
Company. |
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2. |
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Exercise
for Cash: Optionee hereby delivers, together with this Notice
of Intent to Exercise, the full Exercise Price with respect to the
exercised Option, which consists of cash in the total amount of $
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3. |
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Stock
Swap: Optionee hereby delivers, together with this Notice of
Intent to Exercise, the full Exercise Price with respect to the
exercised Option, which consists of
unrestricted shares of the Company’s Common Stock which have
been owned by Optionee for at least 6 months and cash in the total
amount of $
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ACKNOWLEDGMENT .
Optionee hereby acknowledges that, if Optionee is an
“affiliate” of the Company (as that term is defined in
Rule 144 promulgated under the Securities Act of 1933, as amended)
or if the shares subject to the Option have not been registered
under the Securities Act, or applicable state securities laws, any
shares of the Company’s Common Stock acquired by Optionee as
a result of exercise of th
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