EXHIBIT 10.1 (j) ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "Assignment"), dated as of January 3, 2002 (the "Effective Date"), is entered into by and between AMSOUTH BANK OF ALABAMA (the "Assignor") and FIRST...Assignment and Assumption Agreement • May 15th, 2002 • Adtran Inc • Telephone & telegraph apparatus • Alabama
WITNESSETHInvestment Agreement • May 15th, 2002 • Adtran Inc • Telephone & telegraph apparatus • Alabama
RECITALSClosing Agreement • March 31st, 1997 • Adtran Inc • Telephone & telegraph apparatus
THIS FIRST AMENDED AND RESTATED FINANCING AGREEMENT dated as of April 25, 1997 is entered into by the STATE INDUSTRIAL DEVELOPMENT AUTHORITY, a public corporation organized under the laws of the State of Alabama (the "Issuer"), ADTRAN, INC., a...Financing Agreement • May 9th, 1997 • Adtran Inc • Telephone & telegraph apparatus • Alabama
CREDIT AGREEMENTCredit Agreement • April 6th, 2022 • Adtran Inc • Telephone & telegraph apparatus • Alabama
THIS CREDIT AGREEMENT (this “Agreement”) dated April 1, 2022, is by and between ADTRAN, INC. a Delaware corporation (“ADTRAN”), ADTRAN INTERNATIONAL, INC., a Delaware corporation (“International”; International and ADTRAN are collectively referred to herein as the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
The CORPORATE plan for RetirementSM EXECUTIVE PLAN Adoption Agreement IMPORTANT NOTEAdoption Agreement • February 24th, 2016 • Adtran Inc • Telephone & telegraph apparatus
(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages.)
SECURITY AGREEMENT: ACCOUNTSSecurity Agreement • April 6th, 2022 • Adtran Inc • Telephone & telegraph apparatus • Alabama
CONSULTING AGREEMENTConsulting Agreement • June 28th, 2023 • ADTRAN Holdings, Inc. • Telephone & telegraph apparatus • Alabama
This Consulting Agreement (this “Agreement”) is made and entered into on June 28, 2023, by and between ADTRAN, Inc., a Delaware corporation (the “Company”), and Michael K. Foliano, a resident of the State of Alabama (“Consultant” and, together with the Company, the “Parties”).
Date: August 30, 2021 BUSINESS COMBINATION AGREEMENT regarding the business combination of ADTRAN, INC., ACORN HOLDCO, INC., ACORN MERGECO, INC. and ADVA OPTICAL NETWORKING SEBusiness Combination Agreement • August 30th, 2021 • Adtran Inc • Telephone & telegraph apparatus
The Alpine Group is an international leading provider of innovative network solutions to network operators (private enterprises, communication services providers and internet content providers), focusing on solutions for cloud access, cloud interconnect and network synchronization.
ContractDomination and Profit and Loss Transfer Agreement • January 19th, 2023 • ADTRAN Holdings, Inc. • Telephone & telegraph apparatus
Domination and Profit and Loss Transfer Agreement Between ADVA Optical Networking SE and ADTRAN Holdings, Inc., Has Been Registered in the Commercial Register
revolving credit and security agreementRevolving Credit and Security Agreement • November 6th, 2020 • Adtran Inc • Telephone & telegraph apparatus • Alabama
This REVOLVING CREDIT AND SECURITY AGREEMENT (as may be amended, this “Agreement”) is executed and delivered this 4th day of November, 2020, by and between ADTRAN, INC., a Delaware corporation (“Borrower”), with its chief executive office and its principal place of business at 901 Explorer Boulevard, Huntsville, Alabama 35806, and CADENCE BANK, N.A. (“Bank”), with its principal place of business at 2100 Third Avenue North, Suite 1100, Birmingham, Alabama 35203. Borrower has applied to Bank for a revolving line of credit not to exceed an aggregate principal amount at any one time outstanding the sum of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) (as may be amended, the “Loan”) to be evidenced by a Promissory Note (as may be amended, the “Note”) in such amount and to be secured by a security interest in all of the Collateral (as defined herein) on the terms hereinafter set forth.
ADTRAN, INC.Market-Based Performance Stock Unit Agreement • May 6th, 2021 • Adtran Inc • Telephone & telegraph apparatus
This Market-Based Performance Stock Unit Agreement (this “Agreement”) sets forth the specified terms of ADTRAN, Inc.’s grant of the target number of Market-Based Performance Stock Units (“PSUs”) set forth in the Morgan Stanley StockPlan Connect (the “Portal”) to the applicable grantee named in the Portal (the “Participant”) pursuant to the ADTRAN, Inc. 2020 Employee Stock Incentive Plan (the “Plan”) as of the date of grant set forth in the Portal (the “Date of Grant”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.
ADTRAN Letterhead]Employment Agreement • July 19th, 2005 • Adtran Inc • Telephone & telegraph apparatus
Asset Sale and Purchase Agreement dated 11 December 2011 regarding the sale and purchase of the NSN DSLAM, GPON and ACI products and the related services businessesAsset Sale and Purchase Agreement • February 29th, 2012 • Adtran Inc • Telephone & telegraph apparatus
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2023 • ADTRAN Holdings, Inc. • Telephone & telegraph apparatus
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of March 29, 2023, by and between Thomas R. Stanton, an individual resident of the State of Alabama (the “Executive”), and ADTRAN Holdings, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • March 20th, 2003 • Adtran Inc • Telephone & telegraph apparatus • Alabama
This Amended and Restated Investment Agreement (this “Agreement”) is entered into as of this 3rd day of January, 2002, by and between ADTRAN, INC. (the “Borrower”), a Delaware corporation, and FIRST UNION NATIONAL BANK (successor-in-interest to First Union National Bank of Tennessee) (the “Bondholder”), a national banking association.
SETTLEMENT AGREEMENT between ADVA Optical Networking SESettlement Agreement • September 30th, 2022 • ADTRAN Holdings, Inc. • Telephone & telegraph apparatus
Mr. Protiva has been a member of the management board and CEO of the Company since March 1999. Mr. Protiva rendered his services based on the board member service contract dated 6th March 1999 (hereinafter the "Service Contract") which has been extended in accordance with the renewals of Mr. Protiva's term of office as board member ever since. Both, the current term of office and the Service Contract, will expire as of 31 December 2022.
LOAN MODIFICATION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTSLoan Modification Agreement • November 5th, 2021 • Adtran Inc • Telephone & telegraph apparatus
THIS LOAN MODIFICATION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS (this "Agreement") is being entered into as of the 4th day of November, 2021, by and between CADENCE BANK (the "Bank"), and ADTRAN, INC., a Delaware corporation (the "Borrower").
LOAN MODIFICATION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTSLoan Modification Agreement • May 23rd, 2022 • Adtran Inc • Telephone & telegraph apparatus
The Borrower is the maker of a certain Promissory Note dated as of the 4th day of November, 2020 (the "Note"), which evidences a certain TEN MILLION and NO/100 Dollars ($10,000,000.00) loan from the Bank to the Borrower (the "Loan"). The Loan was made available pursuant to a certain Revolving Credit and Security Agreement by and between the Bank and the Borrower dated as of the 4th day of November, 2020 (the "Loan Agreement"; any capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Loan Agreement), and is secured by, among other things, that certain Security Agreement by and between the Bank and the Borrower dated as of the 41h day of November, 2020. The Bank and the Borrower have agreed to modify the Loan, and to amend the documents and instruments evidencing, securing, relating to, guaranteeing or executed or delivered in connection with the Loan, all as modified by that certain Loan Modification Agreement and Amendment to Loan Documents by
ADVA GUARANTY AGREEMENT dated as of June 4, 2024, by and among ADVA NA HOLDINGS, INC., ADTRAN NETWORKS NORTH AMERICA INC., and ADTRAN NETWORKS (UK) LIMITED, each as an ADVA Subsidiary Guarantor, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Guaranty Agreement • June 10th, 2024 • ADTRAN Holdings, Inc. • Telephone & telegraph apparatus • New York
This GUARANTY AGREEMENT (this “Agreement”), dated as of June 4, 2024 is made by and among ADVA NA HOLDINGS, INC., a Delaware corporation (“ADVA NA”), ADTRAN NETWORKS NORTH AMERICA INC., a Delaware corporation (“Adtran Networks US”) and ADTRAN NETWORKS (UK) LIMITED, a company incorporated in England and Wales (together with ADVA NA and Adtran Networks US, each an “ADVA Subsidiary Guarantor” and collectively, the “ADVA Subsidiary Guarantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of itself and the Secured Parties.
ADtran, inc. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 6th, 2021 • Adtran Inc • Telephone & telegraph apparatus
This Restricted Stock Unit Agreement (this “Agreement”) sets forth the specified terms of ADTRAN, Inc.’s grant of the number of Restricted Stock Units (“RSU”) as it set forth in the Morgan Stanley StockPlan Connect (the “Portal”) to the applicable grantee named in the Portal (the “Participant”) pursuant to the ADTRAN, Inc. 2020 Employee Stock Incentive Plan (the “Plan”) as of the date of grant set forth in the Portal. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.
ADVA DOMESTIC COLLATERAL AGREEMENT dated as of June 4, 2024 by and among ADVA NA HOLDINGS, INC., and ADTRAN NETWORKS NORTH AMERICA INC., each as a U.S. Grantor, and ADTRAN NETWORKS SE., as a Non-U.S. Grantor, in favor of WELLS FARGO BANK, NATIONAL...Domestic Collateral Agreement • June 10th, 2024 • ADTRAN Holdings, Inc. • Telephone & telegraph apparatus • New York
ADVA DOMESTIC COLLATERAL AGREEMENT (this “Agreement”), dated as of June 4, 2024 (the “Effective Date”), by and among ADVA NA HOLDINGS, INC., a Delaware corporation (“ADVA NA”), ADTRAN NETWORKS NORTH AMERICA INC., a Delaware corporation (“Adtran North America” and, together with ADVA NA, the “U.S. Grantors”) and ADTRAN NETWORKS SE, a European stock corporation incorporated under the law of the European Union and Germany (the “Non-U.S. Grantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 11th, 2020 • Adtran Inc • Telephone & telegraph apparatus
Employee Jeff McInnis, and his/her every attorney, agent, insurer, representative, executor, administrator, and assign (hereinafter “Employee”) and ADTRAN, Inc. (hereinafter “Employer”), on behalf of itself and its parents, subsidiaries, and other corporate affiliates (including, but not limited to, SmartRG Inc.), and its and their every agent, employee, officer, director, shareholder, successor and assign (collectively, the “Employer Group”), enter into this Separation Agreement and General Release (“Agreement”):
ContractOfficer’s Employment Agreement • August 30th, 2024 • ADTRAN Holdings, Inc. • Telephone & telegraph apparatus
* CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].
Service AgreementService Agreement • February 25th, 2020 • Adtran Inc • Telephone & telegraph apparatus • Alabama
Mr Scheiterer has been appointed as Managing Director of the Company effective 5 May 2012. The Parties’ employment relationship is currently governed by the Service Agreement dated 4 May 2012.
SECURITY AGREEMENTSecurity Agreement • November 6th, 2020 • Adtran Inc • Telephone & telegraph apparatus • Alabama
THIS SECURITY AGREEMENT is made and entered into as of this 4th day of November, 2020, by and between ADTRAN, INC., a Delaware corporation (“Pledgor”), whose address is 901 Explorer Boulevard, Huntsville, Alabama 35806, and CADENCE BANK, N.A. (“Secured Party”), with banking offices at 2100 Third Avenue North, Suite 1100, Birmingham, Alabama 35203.
ContractOfficer’s Employment Agreement • August 30th, 2024 • ADTRAN Holdings, Inc. • Telephone & telegraph apparatus
* CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].
Beherrschungs- und Gewinnabführungsvertrag Domination and Profit and Loss Transfer Agreement zwischen by and between ADVA Optical Networking SE Märzenquelle 1-3, 98617 Meinigen OT Dreißigacker eingetragen im Handelsregister des Amtsgerichts Jena (HRB...Domination and Profit and Loss Transfer Agreement • December 5th, 2022 • ADTRAN Holdings, Inc. • Telephone & telegraph apparatus
ADTRAN, INC. CLAWBACK AGREEMENTClawback Agreement • February 25th, 2020 • Adtran Inc • Telephone & telegraph apparatus
The Board of Directors of the Company (the "Board") adopted a policy that requires executive officers who receive incentive based compensation to agree to the terms of this Clawback Agreement (the “Agreement”). The Policy provides for the recoupment of certain executive incentive based compensation received in error as determined by accounting restatements resulting from material noncompliance with financial reporting requirements under the federal securities laws (the "Policy"). The Policy and this Agreement are designed to comply with Section 10D of the Securities Exchange Act of 1934 (the "Exchange Act").
ADTRAN, INC. 2006 EMPLOYEE STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 8th, 2006 • Adtran Inc • Telephone & telegraph apparatus
This Agreement sets forth the specified terms of an Incentive Stock Option granted under the ADTRAN, Inc. 2006 Employee Stock Incentive Plan (the “Plan”). All other provisions of this Incentive Stock Option are as determined under the terms of the Plan.
ADTRAN, INC. PERFORMANCE SHARES AGREEMENTPerformance Shares Agreement • November 9th, 2010 • Adtran Inc • Telephone & telegraph apparatus
This Performance Shares Agreement (this “Agreement”) sets forth the specified terms of ADTRAN, Inc.’s grant of Restricted Stock Units (“Performance Shares”) pursuant to the ADTRAN, Inc. 2006 Employee Stock Incentive Plan (the “Plan”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.
EXHIBIT 10.1 (h) AMENDMENT TO FIRST AMENDED AND RESTATED FINANCING AGREEMENT AND FIRST AMENDED AND RESTATED LOAN AGREEMENT This Amendment to First Amended and Restated Financing Agreement and First Amended and Restated Loan Agreement (the "Amendment")...Financing Agreement and Loan Agreement • May 15th, 2002 • Adtran Inc • Telephone & telegraph apparatus
Form of Performance Shares Agreement under the ADTRAN, Inc. 2015 Employee Stock Incentive Plan ADTRAN, INC. PERFORMANCE SHARES AGREEMENTPerformance Shares Agreement • December 21st, 2016 • Adtran Inc • Telephone & telegraph apparatus
This Performance Shares Agreement (this “Agreement”) sets forth the specified terms of ADTRAN, Inc.’s grant of the number of Restricted Stock Units (“Performance Shares”) as it set forth in the Morgan Stanley StockPlan Connect (the “Portal”) to the applicable grantee named in the Portal (the “Participant”) pursuant to the ADTRAN, Inc. 2015 Employee Stock Incentive Plan (the “Plan”) as of the date of grant set forth in the Portal (the “Date of Grant”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.
ContractOfficer's Employment Agreement • June 1st, 2023 • ADTRAN Holdings, Inc. • Telephone & telegraph apparatus
* CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2024 • ADTRAN Holdings, Inc. • Telephone & telegraph apparatus • New York
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 12, 2024, among ADTRAN, INC., a Delaware corporation (the “Borrower”), ADTRAN HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined below) party hereto (constituting the Required Lenders) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
