Amendment to the Tellabs, Inc. 1989 Stock Option Plan
1989 STOCK OPTION PLAN
(As Amended and Restated Effective June 26, 1992)
WHEREAS, Tellabs, Inc. (the "Corporation") has heretofore established the Tellabs, Inc. 1989 Stock Option Plan (the "Plan") for the benefit of participating officers and other key employees of the Corporation and its subsidiaries;
WHEREAS, the Corporation deems it desirable to make certain amendments to the Plan relating to the vesting of options and stock appreciation rights ("SARs") and/or the post-employment exercise period in the event of the death, disability, or retirement of an option or SAR holder, or a change in control of the Corporation;
WHEREAS, the Compensation Committee of the Corporation has considered the recommendations and recommended that the Board of Directors of the Corporation approve this Amendment to the Plan; and
WHEREAS, the Board of Directors of the Corporation has approved this Amendment to the Plan.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended, effective June 30, 2000, as follows :
- Under Article 2 of the Plan, the following definition of "Change in Control" shall be added:
- Under Article 2 of the Plan, the following definition of "Disability" shall be added:
- Article 15 shall be amended in its entirety to read as follows:
- The Plan shall hereby be amended by adding a new Article 15A to read:
- Article 16 of the Plan shall be amended in its entirety to read as follows:
(ii) During any two consecutive years (not including any period beginning prior to June 30, 2000), individuals who at the beginning of such two-year period constitute the Board of Directors of the Corporation and any new director (except for a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described elsewhere in this definition of Change in Control) whose election by the Board or nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (such individuals and any such new director, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board;
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Corporation immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the outstanding voting securities of the Corporation; (B) no person (excluding any company resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such company resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then combined voting power of the then outstanding voting securities of such company except to the extent that such ownership existed prior to the Business Combination; and (C) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.
Except as set forth in Article 15A with respect to the effect of a Change in Control or except as the Committee may otherwise expressly provide in the Option or SAR Agreement, the following rules shall apply upon termination of the Grantee's employment with the Corporation and all subsidiaries:
(a) Except as set forth in subsections (b), (c) and (d) below, in the event a Grantee ceases to be an employee of the Corporation and its subsidiaries for any reason, any Option or SAR or unexercised portion thereof granted under this Plan may be exercised, to the extent such Option or SAR would have exercisable by the Grantee hereunder on the date on which the Grantee ceased to be an employee, within three months of such date (seven months in the event such termination occurs after the occurrence of a Change in Control), but in no event later than the date of expiration of the term of the Option or SAR.
(b) In the event of termination of employment due to the death the Grantee, each Option or SAR held by the Grantee shall become exercisable in full and may be exercised at any time prior to the expiration date of the Option or SAR or within one year after the date of the Grantee's death, whichever period is shorter.
(c) In the event of termination of employment due to the Disability of the Grantee, each Option or SAR held by the Grantee may, to the extent exercisable at the time of such termination, be exercised at any time prior to the expiration date of the Option or SAR or within three years after the date of the Grantee's termination of employment, whichever period is shorter.
(d) In the event of termination of employment due to the retirement of the Grantee on or after attaining age 55, all or a portion of each Option or SAR held by the Grantee, to the extent not then exercisable, shall become exercisable in accordance with the schedule set forth below based upon one point for the Grantee's attained age and one point for each year of continuous service with the Corporation or its subsidiaries as of the date of retirement (including for this purpose, continuous service with an entity prior to the date such entity was acquired by the Corporation or an affiliate of the Corporation, but excluding any service prior to January 1, 1975),
At least 80 but less than 90 points 75% of each unvested option or SAR shall vest
At least 90 points 100% of each unvested option or SAR shall vest
(e) Notwithstanding anything in this Plan to the contrary, any Incentive Stock Option which is exercised after the expiration of three months following the cessation of employment for any reason other than Disability or death or one year after the date of termination of employment due to Disability or death, shall be treated as a non-qualified stock option.
(a) Upon the occurrence of a Change in Control, any and all Options and SARs granted hereunder shall become immediately exercisable and remain exercisable until such Options and SARs expire or terminate under the provisions of this Plan.
(b) Upon the occurrence of a Change in Control not approved by the Incumbent Board, any and all Options and SARs granted hereunder shall become immediately exercisable, and shall remain exercisable throughout their entire term without regard to termination of employment subsequent to such Change in Control.
Except as provided below, the Board shall make equitable adjustments in the number and class of shares of stock subject to the Plan, and to the Option and SAR rights granted hereunder and the exercise prices of such Option and SAR rights, in the event of a stock dividend, stock split, reverse stock split, recapitalization, reorganization, merger, consolidation, acquisition, separation or other change in the capital structure of the Corporation.
TELLABS, INC.
By: /s Michael J. Birck
Name: Michael J. Birck
Its: President and Chief Executive Officer