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Adtran, Inc. Deferred Compensation Plan

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Sectors: Telecommunications
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: September 01, 2001
Related Agreement Types:
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EXHIBIT 10.3(e)

CPR SELECT

THE CORPORATE PLAN FOR RETIREMENT SELECT P LAN

Adoption Agreement

IMPORTANT NOTE

This document is not an IRS approved Prototype Plan. An Adopting Employer may not rely solely on this Plan to ensure that the Plan is "unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees" and exempt from Parts 2 through 4 of Title I of the Employee Retirement Income Security Act of 1974 with respect to the Employer's particular situation. Fidelity Management Trust Company, its affiliates and employees may not provide you with legal advice in connection with the execution of this document. This document should be reviewed by your attorney and/or accountant prior to execution.


ADOPTION AGREEMENT ARTICLE 1

1.01 PLAN INFORMATION


(a)

Name of Plan:


This is the ADTRAN INC. Deferred Compensation Plan (the "Plan").


(b)

Name of Plan Administrator, if not the Employer:


ADTRAN INC.


Address:

901 Explorer Blvd.,


Huntsville, AL 35814


Phone Number: 256-963-8000


The Plan Administrator is the agent for service of legal process for the Plan.


(c)

Three Digit Plan Number: 001


(d)

Plan Year End (month/day): December, 31st.


(e)

Plan Status (check one):


(1)

x

Effective Date of new Plan: 9-1-2001


(2)

o

Amendment Effective Date:


The original effective date of the Plan.


1.02 EMPLOYER


(a)

The Employer is: ADTRAN INC.


Address:

901 Explorer Blvd.


Huntsville, AL 35814


Contact's Name: Peter J. Ritch Telephone Number: 256-963-8608


(1)

Employer's Tax Identification Number: 63-0918200


(2)

Business form of Employer (check one):


(A)

x x

Corporation


(B)

o

Sole proprietor or partnership


(C)

o

Subchapter S Corporation


(3)

Employer's fiscal year end: December 31st.


(b)

The term "Employer" includes the following Related Employer(s) (as defined in Section 2.01(a)(21)):


None


_____________________________________________________________


_____________________________________________________________


_____________________________________________________________


_____________________________________________________________

2

1.03 COVERAGE


(a)

Only those Employees listed in Attachment A will be eligible to participate in the Plan.


(b)

The Entry Date(s) shall be (check one):


(1)

x

the first day of each Plan Year.


(2)

o

the first day of each Plan Year and the date six months later.


(3)

o

the first day or each Plan Year and the first day of the fourth, seventh, and tenth months.


(4)

o

the first day of each month.

1.04 COMPENSATION

For purposes of determining Contributions under the Plan, Compensation shall be as defined in Section 2.01(a)(6), but excluding (check the appropriate box(es)):


(a)

o

Overtime Pay.


(b)


Bonuses.


(c)


Commissions.


(d)

o

The value of a qualified or a non-qualified stock option granted to an Employee by the Employer to the extent such value is includable in the Employee's taxable income


(e)

o

No exclusions.

1.05 CONTRIBUTIONS


(a)


Deferral Contributions. The Employer shall make a Deferral Contribution in accordance with Section 4.01 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the Plan Year (or portion of the Plan Year) in question, not to exceed 25% of base salary compensation for that Plan Year and up to 100% of bonus payments earned during the plan year. See Amendment # 1 attached.

3


(b)

o

Matching Contributions-


(1)


The Employer shall make a Matching Contribution on behalf of each Participant in an amount equal to the following percentage of a Participant's Deferral Contributions during the Plan Year (check one):


(A)

o

50%


(B)

o

100%


(C)

o

______%


(D)

o

(Tiered Match) ______% of the first ______% of the Participant's Compensation contributed to the Plan,


______% of the next ______% of the Participant's Compensation contributed to the Plan,


______% of the next ______% of the Participant's Compensation contributed to the Plan.


(E)

x

The percentage declared for the year, if any, by a Board of Directors' resolution.


(F)


Other: The amount for the year, if any, will be determined by a Board of Directors Resolution.


_____________________________________________________


_____________________________________________________


_____________________________________________________


_____________________________________________________


(2)

o

Matching Contribution Limits (check the appropriate box(es)):


(A)

o

Deferral Contributions in excess of ______% of the Participant's Compensation for the period in question shall not be considered for Matching Contributions.


Note:


If the Employer elects a percentage limit in (A) above and requests the Trustee to account separately for matched and unmatched Deferral Contributions, the Matching Contributions allocated to each Participant must be computed, and the percentage limit applied, based upon each period.

4


(B)

o

Matching Contributions, for each Participant for each Plan Year shall be limited to $_________________.


(3)


Eligibility Requirement(s) for Matching Contributions


A Participant who makes Deferral Contributions during the Plan Year under Section 1.05(a) shall be entitled to Matching Contributions for that Plan Year if the Participant satisfies the following requirement(s) (Check the appropriate box(es). Options (B) and (C) may not be elected together):


(A)

x x

Is employed by the Employer on the last day of the Plan Year.


(B)

o

Earns at least 500 Hours of Service during the Plan Year.


(C)

o

Earns at least 1,000 Hours of Service during the Plan Year.


(D)

o

No requirements.


Note:


If option (A), (B) or (C) above is selected then Matching Contributions can only be made by the Employer after the Plan Year ends. Any Matching Contribution made before Plan Year end shall not be subject to the eligibility requirements of this Section 1.05(b)(3)).

1.06 DISTRIBUTION DATES

A Participant may elect to receive a distribution or commence distributions from his Account pursuant to Section 8.02 upon the following date(s) (check the appropriate box(es). If Option (c) is elected, then options (a) and (b) may not be elected):


(a)


Attainment of Normal Retirement Age. Normal Retirement Age under the Plan is (check one):


(1)

x

age 65.


(2)

o

age _____ (specify from 55 through 64).


(3)

o

later of the age _____ (can not exceed 65) or the fifth anniversary of the Participant's Commencement Date.


(b)

o

Attainment of Early Retirement Age. Early Retirement Age is the first day of the month after the Participant attains age _____ (specify 55 or greater) and completes _____ Years of Service for Vesting.

5


(c)

xx

Termination of employment with the Employer .

1.07 VESTING SCHEDULE


(a)


The Participant's vested percentage in Matching Contributions elected in Section 1.05(b) shall be based upon the schedule(s) selected below.


(1)

o

N/A ? No Matching Contributions


(2)

o

100% Vesting immediately


(3)


3 year cliff (see C below)


(4)

o

5 year cliff (see D below)


(5)

o

6 year graduated (see E below)


(6)

o

7 year graduated (see F below)


(7)

x

G below


(8)

o

Other (Attachment "B")


Years of Service for Vesting


Vesting Schedule


C


D


E


F


G


0


0

%

0

%

0

%

0

%

___


1


0

%

0

%

0

%

0

%

___


2


0

%

0

%

20

%

0

%

___


3


100

%

0

%

40

%

20

%

___


4


100

%

0

%

60

%

40

%

___


5


100

%

100

%

80

%

60

%

___


6


100

%

100

%

100

%

80

%

___


7


100

%

100

%

100

%

100

%

100

%


(b)

o

Years of Service for Vesting shall exclude (check one):


(1)

x

for new plans, service prior to the Effective Date as defined in Section 1.01(e)(1).


(2)

o

for existing plans converting from another plan document, service prior to the original Effective Date as defined in Section 1.01(e)(2).

6


(c)

x

A Participant will forfeit his Matching Contributions upon the occurrence of the following event(s): criminal activity, theft, violation of non-compete agreement.


_______________________________________________


_______________________________________________


(d)


A Participant will be 100% vested in his Matching Contributions upon (check the appropriate box(es), if any):


(1)

o

Normal Retirement Age (as defined in Section 1.06(a)).


(2)

o

Early Retirement Age (as defined in Section 1.06(b)).


(3)

o

Death

1.08 PREDECESSOR EMPLOYER SERVICE


o


Service for purposes of vesting in Section 1.07(a) shall include service with the following employer(s): None


(a)


_____________________________________________________________________________


(b)


_____________________________________________________________________________


(c)


_____________________________________________________________________________


(d)


_____________________________________________________________________________

1.09 HARDSHIP WITHDRAWALS

Participant withdrawals for hardship prior to termination of employment (check one):


(a)

xx

will be allowed in accordance with Section 7.07, subject to a $_10,000.00_ minimum amount (Must be at least $1,000)


(b)

o

will not be allowed.

1.10 DISTRIBUTIONS

Subject to Articles 7 and 8, distributions under the Plan will be paid (check the appropriate box(es)):


(a)

xx

as a lump sum.


(b)

o

under a systematic withdrawal plan (installments) not to exceed 10 years.


7

1.11 INVESTMENT DECISIONS


(a)


Investment Directions


Investments in which the Accounts of Participants shall be treated as invested and reinvested shall be directed (check one):


(1)

o

by the Employer among the options listed in (b) below.


(2)

xx

by each Participant among the options listed in (b) below.


(3)

o

by each Participant with respect to Deferral Contributions and by the Employer with respect to Employer Matching Contributions. The Employer must direct the Employer Matching Contributions among the same investment options made available for Participant directed sources listed in (b) below.


(b)


Plan Investment Options


Participant Accounts will be treated as invested among the Fidelity Funds listed below pursuant to Participant and/or Employer directions.


Same fund selection as in the ADTRAN 401(k) program


Fund Name


Fund Number


(1) Fidelity Retirement Money Market Portfolio


0630


(2) Fidelity Government Income Fund


0054


(3) Fidelity U. S. Bond Index Fund


0651


(4) Fidelity Balanced Fund


0304


(5) Fidelity Equity-Income Fund


0023


(6) Fidelity Fund


0003


(7) Spartan U. S. Equity Index Fund


0650


(8) Fidelity Aggressive Growth Fund


0324


(9) Fidelity Blue Chip Growth


0312


(10) Fidelity Growth Company Fund


0025


(11) Fidelity Low-Price Stock Fund


0319


8


(12) Fidelity Diversified International Fund


0325


(13) Fidelity Freedom Income Fund (SM)


0369


(14) Fidelity Freedom 2000 Fund (SM)


0370


(15) Fidelity Freedom 2010 Fund (SM)


0371


(16) Fidelity Freedom 2020 Fund (SM)


0372


(17) Fidelity Freedom 2030 Fund (SM)


0373


(18) Fidelity Freedom 2040 Fund (SM)


0718


(19) Morgan Stanley Dean Witter Institutional


OFM7


Small Co. Growth Portfolio-Class B


Note:

An additional annual recordkeeping fee will be charged for each fund in excess of five funds.

9


Note:

The method and frequency for change of investments will be determined under the rules applicable to the selected funds. Information will be provided regarding expenses, if any, for changes in investment options.

1.12 RELIANCE ON PLAN

An adopting Employer may not rely solely on this Plan to ensure that the Plan is "unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" and exempt from Parts 2 through 4 of Title I of the Employee Retirement Income Security Act of 1974 with respect to the Employer's particular situation. This Agreement must be reviewed by your attorney and/or accountant before it is executed.

This Adoption Agreement may be used only in conjunction with the CORPORATEplan for Retirement Select Basic Plan Document.

10

EXECUTION PAGE (Fidelity's Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 18 day of June, 2001.


Employer

ADTRAN, Inc.


By

/s/ J OHN R . C OOPER


Title

Senior Vice President & CFO


Employer


By


Title


11

EXECUTION PAGE (Employer's Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 18 day of June, 2001.


Employer

ADTRAN, Inc.


By

/s/ J OHN R . C OOPER


Title

Senior Vice President & CFO


Employer


By


Title


12

The CORPORATEplan for Retirement Select Plan

BASIC PLAN DOCUMENT

IMPORTANT NOTE

This document is not an IRS approved Prototype Plan. An Adopting Employer may not rely solely on this Plan to ensure that the Plan is "unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees" and exempt from parts 2 through 4 of Title I of the Employee Retirement Income Security Act of 1974 with respect to the Employer's particular situation. Fidelity Management Trust Company, its affiliates and employees may not provide you with legal advice in connection with the execution of this document. This document should be reviewed by your attorney and/or accountant prior to execution.

CPR SELECT BASIC PLAN DOCUMENT


ARTICLE 1


ADOPTION AGREEMENT


ARTICLE 2


DEFINITIONS


2.01 - Definitions


ARTICLE 3


PARTICIPATION


3.01 - Date of Participation


3.02 - Resumption of Participation Following Re employment


3.03 - Cessation or Resumption of Participation Following a Change in Status


ARTICLE 4


CONTRIBUTIONS


4.01 - Deferral Contributions


4.02. Matching Contributions


4.03. Time of Making Employer Contributions


ARTICLE 5


PARTICIPANTS' ACCOUNTS


5.01 - Individual Accounts


ARTICLE 6


INVESTMENT OF CONTRIBUTIONS


6.01 - Manner of Investment


6.02 - Investment Decisions


ARTICLE 7


RIGHT TO BENEFITS


7.01 - Normal or Early Retirement


7.02 - Death


7.03 - Other Termination of Employment


7.04 - Separate Account

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