ADTRAN, INC. PERFORMANCE SHARES AGREEMENT

Exhibit 10.1

ADTRAN, INC.
PERFORMANCE SHARES AGREEMENT

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.

Name of Participant:

Date of Grant:

Number of Performance Shares Granted:

Performance Period: The three (3) year period beginning on the Date of Grant of the Performance Shares.

Vesting and Delivery of Performance Shares: The number of granted Performance Shares that are vested and earned pursuant to this Agreement will be based on the total shareholder return (“TSR”) of ADTRAN, Inc. (the “Company”) during the Performance Period relative to all companies in the NASDAQ Telecommunications Index. Granted Performance Shares will be vested and earned in accordance with the following schedule:

The Company’s TSR		Granted Performance
Performance relative to its		Shares Earned
Peer Group (expressed in		(expressed as a
a percentile)		percentage)
Less than 20th Percentile		0%
20th Percentile		25%
25th Percentile		38%
30th Percentile		50%
35th Percentile		63%
40th Percentile		75%
45th Percentile		88%
50th Percentile		100%
55th Percentile		108%
60th Percentile		117%
65th Percentile		125%
70th Percentile		133%
75th Percentile		142%
80th or more Percentile		150%

One share of the Company’s Common Stock shall be issued to the Participant for every “Earned Performance Share.” The Company will issue shares of Common Stock to the Participant as soon as administratively practicable following the date the Performance Shares have been vested and earned; provided, however, if any law or regulation requires the Company to take any action (including, but not limited to, the filing of a registration statement under the 1933 Act and causing such registration statement to become effective) with respect to such shares of Common Stock before the issuance thereof, then the date of delivery of the shares shall be extended for the period necessary to take such action, to the maximum extent permitted by Section 409A of the Internal Revenue Code.

Accelerated Vesting and Delivery: In the event of (1) the Participant’s death, (2) the Participant’s Disability, or (3) a Change of Control of the Company, a portion of the granted Performance Shares shall become immediately vested and earned by the Participant. The number of such vested and nonforfeitable shares shall be equal to (x) the number of Performance Shares that is 25% of the total Performance Shares granted under this Agreement multiplied by (y) a fraction, the numerator of which shall equal the number of days elapsed from the Date of Grant to the date of the applicable acceleration event and the denominator of which shall equal the days in the Performance Period.

Dividend Credits: The Participant shall receive dividend credits upon the Company’s payment of cash dividends for its Common Stock during the Performance Period as follows:

(1) The Participant shall receive dividend credits on the unvested portion of the original number of Performance Shares awarded on the Date of Grant (“Original Performance Shares”), with the amount of such dividend credits credited to the Participant in the form of additional unvested Performance Shares, as calculated pursuant to the Plan.

(2) The Participant’s Performance Shares attributable to any dividend credits will be vested and earned in accordance with the same schedule as the Original Performance Shares (as described above).

(3) The distribution of Performance Shares attributable to dividend credits shall be made in a cash payment on the same date as the issuance of the Common Stock for the “Earned Performance Shares.”

Designation of Beneficiary: The Participant hereby designates the following individual as the Beneficiary (as defined in the Plan) of this Agreement:

Name:

Address:

Relationship:  

The Participant may modify this designation of Beneficiary only in accordance with the terms and provisions of the Plan.

The Performance Shares granted above are subject to all restrictions, terms and conditions set forth in the ADTRAN, Inc. 2006 Employee Stock Incentive Plan. In the event of any inconsistency between this Agreement and the Plan, the provisions of the Plan shall govern. The Participant has received a copy of the Plan’s prospectus, including a copy of the Plan. The Participant agrees to the terms of this Performance Shares Agreement, which may be amended only upon a written agreement signed by the parties hereto.

This                       day of                                         , 20     .

ADTRAN, INC.		PARTICIPANT:
Xxxxxx X. Xxxxxxx		Name:
Title: Chief Executive Officer		Title: