Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Amendment and Restatement of Variable Incentive Compensation Plan
OnJanuary 24, 2023 , following the recommendation of the Compensation Committee of the Board of Directors (the "Board") ofADTRAN Holdings, Inc. (the "Company"), the Board approved an amendment and restatement of theADTRAN Holdings, Inc. Variable Incentive Compensation Plan (the "VICC" Plan) in order to: (i) allow for performance to be measured over such period of time as the Compensation Committee may select (such time period, a "Performance Period"); (ii) adjust the definitions of "Base Compensation" and "Performance Measure" to the tie to the concept of a Performance Period rather than a Plan Year; (iii) establish that no individual may receive payouts of more than$3,500,000 in a single fiscal year under the VICC Plan (compared to the previous cap of$3,000,000 in a given Plan Year); (iv) clarify that Performance Measures may be established and measured on a GAAP or non-GAAP basis; and (v) enable the approval of the Performance Awards to occur at the Compensation Committee level.
This description of the VICC Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the VICC Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Quarterly Bonus Program for First Quarter of 2023
On
• Adjusted EBIT: If the threshold adjusted EBIT is achieved, the participant will earn 10% of the target award. If the target adjusted EBIT is achieved, the participant will earn 50% of the target award. If the maximum adjusted EBIT is achieved, the participant will earn 100% of the target award. • Revenue: If the threshold revenue level is achieved, the participant will earn 0.000002% of the target award. If the target revenue level is achieved, the participant will earn 50% of the target award. If the maximum revenue level is achieved, the participant will earn 100% of the target award.
Payouts for performance between the threshold and maximum levels are subject to non-linear interpolation. Failure to meet the minimum performance threshold corresponding to a specific CPM will result in the participant not receiving any portion of the payout award related to such CPM. In no event can a NEO receive more than 100% of the target payout related to each CPM and, therefore, not more than 200% of the target VICC for the quarter. In order for a NEO to earn a bonus for the quarter, the NEO must generally remain employed by the Company through the date that payment of the applicable award is scheduled to be made.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this report:
Exhibit No. Description 10.1 Amended and Restated Variable Incentive Compensation Plan (as amended throughJanuary 24, 2023 ) 10.2 Form of VICC Award Letter - Quarterly Bonus Program 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
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