-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AL2FTtoCGXYXbQ1zL2SEuOOMcWvQNf9EPVSXvggOXtiSQwt46zXUsvJyoWbnmzyS Mc0+h4US7XszibIZzaIXog== 0000950137-98-002941.txt : 19980804 0000950137-98-002941.hdr.sgml : 19980804 ACCESSION NUMBER: 0000950137-98-002941 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980803 EFFECTIVENESS DATE: 19980803 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELLABS INC CENTRAL INDEX KEY: 0000317771 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 363831568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-49557 FILM NUMBER: 98676186 BUSINESS ADDRESS: STREET 1: 4951 INDIANA AVE CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 6303788800 MAIL ADDRESS: STREET 1: 4951 INDIANA AVE CITY: LISLE STATE: IL ZIP: 60532 S-8 POS 1 P.E. AMENDMENT NO. 1 TO FORM S-8 TO FORM S-4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 1998 REGISTRATION NO. 333-49557 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ TELLABS, INC. (Exact Name of Registrant as Specified in Its Charter) ____________________ DELAWARE 3831568 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 4951 INDIANA AVENUE LISLE, ILLINOIS 60532 (Address of Principal Executive Offices) (Zip Code) COHERENT COMMUNICATIONS SYSTEMS CORPORATION 1982 STOCK OPTION PLAN COHERENT COMMUNICATIONS SYSTEMS CORPORATION AMENDED AND RESTATED 1993 EQUITY COMPENSATION PLAN (Full Titles of the Plans) MARGARET MAXWELL ZAGEL VICE PRESIDENT AND GENERAL COUNSEL TELLABS OPERATIONS, INC. 4951 INDIANA AVENUE LISLE, ILLINOIS 60532-1698 (630) 378-8800 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copy to: SIDLEY & AUSTIN ONE FIRST NATIONAL PLAZA CHICAGO, ILLINOIS 60603 (312) 853-7000 ATTENTION: IMAD I. QASIM ================================================================================ 2 INTRODUCTORY STATEMENT TELLABS, INC., a Delaware corporation (the "Registrant"), hereby amends its Registration Statement on Form S-4 (Registration No. 333-49557) by filing this Post-Effective Amendment No. 1 on Form S-8. On August 3, 1998, Coherent Communications Systems Corporation, a Delaware corporation ("Coherent"), became a wholly-owned subsidiary of the Registrant upon consummation of the merger (the "Merger") contemplated by the Agreement and Plan of Merger dated as of February 16, 1998 (the "Merger Agreement") among the Registrant, a wholly-owned subsidiary of the Registrant, and Coherent. Each option (an "Outstanding Option") to purchase Common Stock, $.01 par value per share, of Coherent ("Coherent Common Stock"), which was outstanding immediately prior to the effective time of the Merger (the "Effective Time") pursuant to Coherent's Amended and Restated 1982 Stock Option Plan and Amended and Restated 1993 Equity Compensation Plan became an option to purchase the number of shares of Common Stock, $.01 par value per share, of the Registrant ("Common Stock") decreased to the nearest whole share, determined by multiplying (i) the number of shares of Coherent Common Stock subject to such Outstanding Option immediately prior to the Effective Time by (ii) .72 (the "Exchange Ratio"), at an exercise price per share of Common Stock (increased to the nearest whole cent) equal to the exercise price per share of Coherent Common Stock immediately prior to the Effective Time divided by the Exchange Ratio. Each Outstanding Option will otherwise be exercisable upon the same terms and conditions as were applicable immediately prior to the Effective Time. This Post-Effective Amendment relates to the offer and sale after the Effective Time of Common Stock pursuant to and in accordance with the Outstanding Options. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed (file number 0-9692) by the Registrant with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: 1. The Registrant's Annual Report on Form 10-K for the year ended January 2, 1998, as amended by the Form 10K/A filed on March 31, 1998; 2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; 3. The Registrant's Current Reports on Form 8-K filed with the SEC on February 16, 1998, April 20, 1998, June 2, 1998 and July 24, 1998; and 4. The description of the Common Stock contained in the Registration Statement on Form S-4 (Registration No. 333-49557) to which this Post-Effective Amendment No. 1 relates under the caption "Description of Tellabs Common Stock". All reports and other documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares of Common Stock registered hereby has been passed upon for the Registrant by Carol Coghlan Gavin, at the time of such opinion the Vice President, General Counsel and Secretary of Tellabs Operations, Inc., a wholly-owned subsidiary of the Registrant. Ms. Gavin is the beneficial owner of less than 1% of the outstanding shares of Common Stock. 4 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Amended and Restated By-Laws of Tellabs (the "Tellabs By-Laws") provide, among other things, that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of Tellabs, or is or was serving at the request of Tellabs as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by Tellabs as provided in the Tellabs By-Laws and to the fullest extent which it is empowered to do so by the Delaware General Corporation Law (the "DGCL") against all expense, liability and loss (including attorneys' fees) actually and reasonably incurred by such person in connection with such action, suit or proceeding, and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, subject to certain conditions, Tellabs shall indemnify any such person seeking indemnification in connection with an action, suit or proceeding, whether civil, criminal, administrative or investigative, initiated by such person only if such action, suit or proceeding was authorized by the Board of Directors of Tellabs. The right to indemnification under the Tellabs By-Laws is a contract right and, subject to certain conditions, includes the right to be paid by Tellabs the expenses incurred in defending any such action, suit or proceeding in advance of its final disposition. The Tellabs By-Laws further provide that the indemnification and payment of expenses incurred provided therein shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled. Section 145 of the DGCL authorizes indemnification by Tellabs of directors and officers under the circumstances provided in the provisions of the Tellabs By-Laws described above, and requires such indemnification for expenses actually and reasonably incurred to the extent a director or officer is successful in the defense of any action, or any claim, issue or matter therein. Tellabs has purchased insurance which purports to insure Tellabs against certain costs of indemnification which may be incurred by it pursuant to the Tellabs By-laws and to insure the officers and directors of Tellabs, and of its subsidiary companies, against certain liabilities incurred by them in the discharge of their functions as such officers and directors except for liabilities resulting from their own malfeasance. ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED. Not Applicable ITEM 8. EXHIBITS. (a) The following is a list of Exhibits included as part of this Post-Effective Amendment. Items marked with a single asterisk are filed herewith. Items marked with a double asterisk were filed by the Registrant with the SEC on April 7, 1998 with the Registration Statement on Form S-4 to which this Post-Effective Amendment relates. II-2 5 4.1 Registrant's Restated Certificate of Incorporation is hereby incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-4 of the Registrant filed on July 21, 1998. 4.2 Registrant's Amended and Restated By-laws, as amended as of January 27, 1993, are hereby incorporated by reference to Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1993. *4.3 Coherent Communications Systems Corporation Amended and Restated 1982 Stock Option Plan. *4.4 Coherent Communications Systems Corporation Amended and Restated 1993 Equity Compensation Plan. **5.1 Opinion of Carol Coghlan Gavin regarding the legality of the securities being registered. *23.1 Consent of Ernst & Young LLP. *23.2 Consent of Grant Thornton LLP. 23.3 Consent of Carol Coghlan Gavin (included in the opinion filed as Exhibit 5.1 to this Registration Statement). **24.1 Powers of Attorney. (b) Not applicable. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed II-3 6 with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lisle, State of Illinois, on August 3, 1998. TELLABS, INC. By: /s/ Michael J. Birck ------------------------------ Michael J. Birck President II-5 8 Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed below by the following persons in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ Michael J. Birck President, Chief Executive August 3, 1998 - ------------------------------ Officer and Director Michael J. Birck (Principal Executive Officer) * Executive Vice President and August 3, 1998 - ------------------------------ Director (Principal Financial Peter A. Guglielmi Officer) * Controller - ------------------------------ (Principal Accounting Officer) August 3, 1998 J. Peter Johnson * - ------------------------------ Director August 3, 1998 John D. Foulkes, Ph.D. * - ------------------------------ Director August 3, 1998 Brian J. Jackman * - ------------------------------ Director August 3, 1998 Frederick A. Krehbiel * - ------------------------------ Director August 3, 1998 Stephanie Pace Marshall, Ph.D. * - ------------------------------ Director August 3, 1998 William F. Souders * - ------------------------------ Director August 3, 1998 Jan H. Suwinski *By: /s/ Carol Coghlan Gavin - ------------------------------ Carol Coghlan Gavin As Attorney-in-Fact
II-6 9 EXHIBIT INDEX The following is a list of Exhibits included as part of this Post-Effective Amendment. Items marked with a single asterisk are filed herewith. Items marked with a double asterisk were filed by the Registrant with the SEC on April 7, 1998 with the Registration Statement on Form S-4 to which this Post-Effective Amendment relates. 4.1 Registrant's Restated Certificate of Incorporation is hereby incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-4 of the Registrant filed on July 21, 1998. 4.2 Registrant's Amended and Restated By-laws, as amended as of January 27, 1993, are hereby incorporated by reference to Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1993. *4.3 Coherent Communications Systems Corporation Amended and Restated 1982 Stock Option Plan. *4.4 Coherent Communications Systems Corporation Amended and Restated 1993 Equity Compensation Plan. **5.1 Opinion of Carol Coghlan Gavin regarding the legality of the securities being registered. *23.1 Consent of Ernst & Young LLP. *23.2 Consent of Grant Thornton LLP. 23.3 Consent of Carol Coghlan Gavin (included in the opinion filed as Exhibit 5.1 to this Registration Statement). **24.1 Powers of Attorney. EX-4.3 2 AMENDED AND RESTATED 1982 STOCK OPTION PLAN 1 Exhibit 4.3 COHERENT COMMUNICATIONS SYSTEMS CORPORATION AMENDED AND RESTATED 1982 STOCK OPTION PLAN 1. PURPOSE. The purpose of this Stock Option Plan ("Plan") is to provide additional incentive, in the form of stock options which may be either incentive stock options or non-qualified stock options, to employees (as described in Section 4 hereof) of Coherent Communications Systems Corporation ("Corporation") or of other corporations ("Subsidiary" or "Subsidiaries") in which stock possessing more than 50% of the total combined voting power of all classes of stock is owned by the Corporation or any Subsidiary, whose judgment, initiative, and efforts are responsible for the successful operation of the Corporation's business and to increase their proprietary interest in the success of the enterprise to the benefit of the Corporation and its stockholders. 2. DEFINITIONS. When used in this Plan, unless the context otherwise requires: (a) "ISOs" shall mean incentive stock options (as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended, (the "Code") for the purchase of Shares issued pursuant to this Plan. (b) "NQSOs" shall mean all stock options for the purchase of Shares issued pursuant to this Plan which are not ISOs. (c) "Options" shall mean all ISOs and NQSOs which from time to time may be granted under this Plan. (d) "President" shall mean the person who at the time shall be the President of the Corporation. (e) "Share" shall mean a share of the Common Stock of the Corporation. 3. ADMINISTRATION. The Plan shall be administered by a committee ("Committee") of not less than two members of the Board of Directors of the Corporation appointed by the Board of Directors. Until the Committee has been appointed, all of the members of the Board of Directors shall constitute the Committee. Vacancies which may occur in the membership of the Committee shall be filled by appointment by the Board of Directors. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee, shall be the acts of the Committee. Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan and the grants under the Plan, to establish, amend and rescind any rules and regulations 2 relating to the Plan, to determine (or to effectuate the Board of Directors' determination of) the terms and provisions of the Agreements referred to in Section 6 hereof, and to make all other determinations necessary or advisable for the administration of the Plan. The Committee may correct any defect, supply any omission and reconcile any inconsistency in the Plan or in any option or grant in the manner and to the extent it shall deem desirable. The determinations of the Committee in the administration of the Plan, as described herein, shall be final and conclusive. The Committee may adopt such rules and regulations as it deems necessary for governing its affairs. 4. ELIGIBLE EMPLOYEES. The employees of the Corporation or of any Subsidiary who, in the sole discretion of the Committee, are from time to time responsible for the management, growth and protection of the business of the Corporation or of such Subsidiaries (including Officers and Directors who are salaried employees of the Corporation or any Subsidiary) shall be eligible to be granted Options to purchase shares of the Common Stock of the Corporation under the Plan. The Committee shall, from time to time, determine the eligibility and the identity of those to whom Options should be granted, the number of shares to be covered by such Options, the type of Option to be granted (ISO or NQSO), the term of such Options, and the time and dates at which such Options shall be granted and exercisable. The Committee also may condition the grant of any such options upon exchange of existing options held by the optionee. Notwithstanding the foregoing, no ISO shall be granted to a person who owns (within the meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent of the total combined voting power or value of all classes of stock of the Corporation or of any parent or Subsidiary (as defined in Section 424 of the Code) of the Corporation unless the option price is at least 110% of the fair market value (at the time the option is granted) of the stock subject to the option and the exercise term does not exceed 5 years from date of grant. The conditions set forth in this paragraph shall not apply to NQSOs. 5. AMOUNT OF STOCK. The stock to be offered for purchase pursuant to Options granted under this Plan shall be Treasury or authorized but unissued shares of Common Stock of the Corporation of the par value of $.01 each, and the total number of such shares which may be issued pursuant to Options under this Plan shall not exceed 1,000,000 shares of the Corporation's common stock, subject to adjustment as provided in Section 15 hereof. Stock released from option upon the termination, expiration or surrender of any option prior to complete exercise of the option, or upon the exchange of unexercised options for new options may again be subjected to options under the Plan. More than one Option may be granted to one person. 6. STOCK OPTION AGREEMENT. Each Option granted under this Plan shall be evidenced by an appropriate Stock Option Agreement ("Agreement"), which Agreement shall be executed by the Corporation and by the person to whom the Option is granted ("Optionee"). The Agreement shall continue such terms and provisions, not inconsistent with the Plan, as shall be determined by the Committee. Such terms and provisions may vary between Optionees or as to the same Optionee to whom more than one Option may be granted. The Agreement shall be signed by the President or -2- 3 such other officer as may be designated by the Committee, and shall be attested to by the Treasurer or Secretary of the Corporation. 7. OPTION PRICE. The purchase price under each Option granted hereunder shall be determined by the Committee, provided, however, that the exercise price of an ISO shall in no event be less than an amount equal to the fair market value of the shares at the time of the granting of the ISO as determined by the Committee in accordance with the provisions of the Code and the regulations promulgated thereunder. The exercise price of each share purchased pursuant to each Option shall be paid in full at the time of such purchase. With the consent of the Committee, payment of the purchase price may be paid, in whole or in part, through the surrender of shares of the Common Stock of the Corporation having market value equal to the Option Price, provided that shares of Common Stock of the Corporation shall not be used for such purpose more than once very six calendar months. 8. TERM AND EXERCISE OF OPTION. Each Option shall expire on such date as may be determined by the Committee with respect to such option, but in no event shall any Option expire more than ten years from the date it is granted. The date on which an Option shall be granted shall be the date of the Committee's authorization of the Option or such later date as may be determined by the Committee at the time the Option is authorized. The Options shall be exercisable by the holders in whole or in part from time to time within the term of the Option, in such manner as may be determined by the Committee, provided, however, that no Option shall be exercisable prior to one year from the date it is granted. The Committee may accelerate the exercise date of any outstanding Options, in its discretion, if it deems such acceleration to be desirable. Except as provided in Section 10, no Option shall be exercised unless at the time of such exercise the Optionee is then an employee of the Corporation or any Subsidiary. Notwithstanding the foregoing, under no circumstances shall an ISO which was granted on or before December 31, 1986 be exercisable while there is outstanding (within the meaning of Section 422(c)(7) of the Code) "incentive stock option" defined in Section 422(b) of the Code previously granted to purchase shares of stock of the Corporation, or any parent or Subsidiary corporation of the Corporation, whether or not pursuant to this Plan, to the holder of such ISO. 9. MAXIMUM VALUE OF ISOs. The aggregate fair market value of the Shares, determined as of the date of grant, which first become exercisable during any calendar year as a result of "incentive stock options" (as defined in Section 422(b) of the Code under this Plan and any other plan of the Corporation or any parent or Subsidiary) shall not exceed $100,000. -3- 4 10. TERMINATION OF EMPLOYMENT. (a) Except as set forth below, in the event of termination (voluntary or involuntary) for any reason of the holder's employment by the Corporation, any unexercised Option shall be exercisable by the Optionee at any time within 30 days after the date of such termination but only to the extent such option was exercisable on the date of such termination. In no event shall such unexercised Option be exercisable after the expiration of its term. (b) If, however, the termination of employment is due to the disability of the Optionee (to an extent and in a manner as shall be determined in each case by the Committee in its sole discretion), the holder shall have the privilege of exercising the unexercised Option to the extent such option was exercisable on the date of such termination due to disability, within three (3) months of such date, but in no event shall any Option be exercisable after the expiration of its term. (c) If, however, the termination of employment is due to death of the Optionee while in the employ of the Corporation or a Subsidiary, the estate of the holder or the person or persons who acquired the right to exercise such Option by bequest or inheritance, shall have the privilege of exercising the unexpired Option, to the extent such option was exercisable on the date of such termination due to death, within six months of such date, but in no event shall any Option be exercisable after the expiration of its term. (d) If, however, the termination of employment is due to the normal or early retirement of the Optionee, the holder shall have the privilege of exercising the unexercised Option, to the extent such option was exercisable on the date of such termination due to normal or early retirement, within three months of such date, but in no event shall any Option be exercisable after the expiration of its term. (e) If, however, the Optionee dies within three months after normal or early retirement the estate of the holder or the person or persons who acquired the right to exercise such Option by bequest or inheritance, shall have the privilege of exercising the unexpired Option, to the extent such option was exercisable on the date of such termination due to normal or early retirement, within three months of the Optionee's death, but in no event shall any Option be exercisable after the expiration of its term. 11. NON-ASSIGNABILITY. Each Option granted under the Plan shall be non-transferable by the Optionee except by will or the laws of descent and distribution, and each Option shall be exercisable during the Optionee's lifetime only by him. 12. RESTRICTIONS ON TRANSFER. (a) The Corporation shall have the right of first refusal to repurchase any shares offered for sale by the Optionee, his executor, administrator, or beneficiaries, which shares were issued to the Optionee pursuant to one or more Options granted to the Optionee under this Plan. -4- 5 Such offer shall be communicated to the Corporation by written notice, stipulating the terms and conditions of such offer therein, forwarded by registered or certified mail. In the event that such offer shall not be accepted by written notice forwarded by registered mail no later than 30 days after the date of the receipt of the offer, the Optionee, his executor, administrator or beneficiaries may dispose of the shares offered to any other person, firm or corporation, without restriction, except that the subsequent transfer of such shares shall not be on terms more favorable to the transferee than the terms upon which the shares were originally offered to the Corporation. If, within 60 days after the expiration of the 30 day period of any offer made hereunder, the Optionee, his executor, administrator, or beneficiaries offering to sell any shares issued hereunder, shall fail to consummate a sale thereof to any other purchaser, then no sale of such shares may be made thereafter by the offer or without again reoffering the same to the Corporation in accordance with the provisions of this subparagraph. (b) In the event of any termination of Optionee's employment, the Corporation shall have the right to repurchase all shares issued to the Optionee under this Plan. The repurchase price per share shall be Optionee's cost plus the amount, if any, determined by subtracting the cumulative retained earnings (loss) of the Corporation as of the end of the quarter preceding the date of the grant of the Option from the cumulative retained earnings (loss) of the Corporation as of the end of the fiscal year preceding termination of Optionee's employment, and dividing that amount by the number of fully diluted shares of the Corporation at the end of the fiscal year preceding termination. (c) The right of first refusal and buy-back rights shall terminate when the Corporation has made a public offering of its Common Stock pursuant to the Securities Act of 1933, as amended. (d) The right of first refusal and buy-back rights granted to the Corporation pursuant to subparagraphs 12(a) and 12(b) above shall not be construed as an absolute obligation on the part of the Corporation to repurchase any shares tendered. (e) Each certificate for shares issued by the Corporation to the Buyer shall bear an appropriate legend that the transfer of such shares is restricted by the provisions of this Plan. 13. ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES ACTS. Within a reasonable time after exercise of an Option, the Corporation shall cause to be delivered to the employee a certificate for the Shares purchased pursuant to the exercise of the Option. At the time of any exercise of any option, the Corporation may, if it shall deem it necessary and desirable for any reason connected with any law or regulation of any governmental authority relative to the regulation of securities, require the Optionee to represent in writing to the Corporation that it is his then intention to acquire the Common Stock for investment and not with a view to distribution thereof and that such Optionee will not dispose of such shares in any manner that would involve a violation of applicable securities laws. In such event, no shares shall be issued to such holder unless and until the Corporation is satisfied -5- 6 with the correctness of such representation. Certificates for Shares issued pursuant to the exercise of Options may bear as appropriate securities law legend. 14. RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a stockholder with respect to Shares covered by his Option until the date of the issuance or transfer of the Shares to him and only after such Shares are fully paid. No adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance or transfer. 15. STOCK ADJUSTMENTS. In the event that each of the outstanding shares of Common Stock (except shares held by dissenting shareholders) shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation or of another corporation, whether through reorganization, recapitalization, merger or consolidation, then there shall be substituted for each share of Common Stock subject to any Option granted pursuant to this Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock (except shares held by dissenting shareholders) shall be so changed or for which each such share shall be exchanged. In the event of any stock dividend, split-up, combination or exchange of shares or recapitalization or change in capitalization, then the number of any kind of shares that are then subject to an outstanding Option and the Option price per share shall be proportionately and appropriately adjusted without any change in the aggregate purchase price to be paid therefor upon exercise of the Option, and the number and kind of shares that may be made the subject of Options to be granted pursuant to the Plan shall be similarly adjusted. In the event that there shall be any change, other than as specified above, in the number or kind of outstanding shares of Common Stock or of any stock or other securities into which such Common Stock shall have been changed for which it shall have been exchanged or in the event of a dividend to holders of Common Stock payable other than in cash or stock of the Corporation, then if the Board of Directors in its sole discretion shall determine that such change equitably requires an adjustment in the number or kind of shares theretofore appropriated for the purposes of the Plan but not yet covered by an Option or an adjustment with respect to the number, price or kind of shares then subject to an Option or Options, such adjustment shall be made by the Board of Directors and shall be effective and binding for all purposes of the Plan. If the Corporation shall distribute to its stockholders the stock of a Subsidiary, or transfer assets to another corporation and distribute the stock of such other corporation, in either case without the surrender of Common Stock of the Corporation, and if such distribution is not taxable as a dividend and no gain or loss is recognized by reason of the applicable provisions of the Code, then in such event, the cash consideration payable under the terms of each outstanding Option shall be reduced by an amount which bears the same ratio to such consideration as the market value of the stock distributed in respect of a share of the Common Stock of the Corporation, immediately following the distribution, bears to the aggregate of the market values at such time of a share of the Common Stock of the Corporation and the stock distributed in respect thereof. -6- 7 Except as hereinbefore expressly provided, the issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, for cash, property, labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Corporation convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to each Option. 16. TERMINATION AND AMENDMENT OF THE PLAN. Subject to the right of the Board of Directors to terminate the Plan prior thereto, the Plan shall terminate on, and no Options shall be granted hereunder after December 31, 1995. The Board of Directors shall have power at any time, in its discretion, to amend, abandon or terminate the Plan, in whole or in part, provided that no such action shall affect any Options theretofore granted and then outstanding under the Plan. Any amendment which would (1) materially increase the number of Shares which may be issued under the Plan, except pursuant to paragraph 15 above; (2) modify the requirements as to eligibility for participation in the Plan; or (3) materially increase the benefits accruing to participants under the Plan, shall not be effective unless approved by the stockholders of the Corporation at any meeting called for such purpose or by the unanimous consent of the stockholders. 17. ADOPTION BY BOARD AND APPROVAL BY STOCKHOLDERS. This Plan becomes effective on March 15, 1982 (the date the Plan was adopted by the Board), provided, however, that if the Plan is not approved by a majority of the votes cast at a duly held meeting at which a quorum representing a majority of all outstanding voting stock of the Corporation is, either in person or by proxy, present and voting on the Plan, within 12 months after said date, the Plan and all Options granted hereunder shall be null and void and no additional Options shall be granted hereunder. 18. INTERPRETATION. A determination of the Committee as to any question which may arise with respect to the interpretation of the provisions of this Plan or any Options shall be final and conclusive, and nothing in this Plan, or in any regulation hereunder, shall be deemed to give any employee, his legal representatives, assigns or any other person any right to participate herein except to such extent, if any, as the Committee may have determined or approved pursuant to this Plan. The Committee may consult with legal counsel who may be counsel to the Corporation and shall not incur any liability for any action taken in good faith in reliance upon the advice of such counsel. -7- EX-4.4 3 AMENDED & RESTATED 1993 EQUITY COMPENSATION PLAN 1 Exhibit 4.4 COHERENT COMMUNICATIONS SYSTEMS CORPORATION AMENDED AND RESTATED 1993 EQUITY COMPENSATION PLAN SECTION 1. Purpose; Definitions The purpose of the Coherent Communications Systems Corporation 1993 Equity Compensation Plan (the "Plan") is to provide employees (including employees who are also officers or directors), non-employee directors, and Eligible Independent Contractors (as hereinafter defined) of Coherent Communications Systems Corporation (the "Company") with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights and restricted stock awards. The Company believes that the Plan will enable the Company to attract, retain and motivate its employees, non-employee directors and Eligible Independent Contractors, will encourage Plan participants to contribute materially to the growth of the Company for the benefit of the Company's stockholders, and will align the economic interests of the Plan participants with those of the stockholders. For the purposes of the Plan, the following terms shall be defined as set forth below: a. "Board" means the Board of Directors of the Company. b. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. c. "Committee" means the Committee designated by the Board to administer the Plan. d. "Company" means Coherent Communications Systems Corporation, its subsidiaries or any successor organization. e. "Disability" means permanent and total disability within the meaning of Section-22(e)(3) of the Code. f. "Eligible Independent Contractor" means an independent consultant or advisor hired by the Company to provide bona fide services for the Company that are not in connection with the offer or sale of securities in a capital-raising transaction. g. "Employed by the Company" shall mean employment as an employee or Eligible Independent Contractor or member of the Board, so that for purposes of exercising Stock Options and Stock Appreciation Rights and satisfying conditions with respect to Restricted Stock Grants, a Participant shall not be considered to have terminated employment until the Participant ceases to be an employee, Eligible Independent Contractor or member of the Board, unless the Committee determines otherwise. 2 h. "Exchange Act" means the Securities Exchange Act of 1934, as amended. i. "Fair Market Value" means the fair market value of the Stock as determined by the Committee in good faith based on the best available facts and circumstances at the time; provided, however, that where there is a public market for the Stock and the Stock is registered under the Exchange Act, Fair Market Value shall mean the per share or aggregate value of the Stock as of any given date, determined as follows: (i) if the principal trading market for the Stock is a national securities exchange or the Nasdaq National Market, the last reported sale price thereof on the relevant date or, if there were no trades on that date, the latest preceding date upon which a sale was reported, or (ii) if the Stock is not principally traded on such exchange or market, the mean between the last reported "bid" and "asked" prices of Stock on the relevant date, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting services, as applicable and as the Committee determines. j. "Grant" means any Stock Option, Stock Appreciation Right or Restricted Stock award granted pursuant to the Plan. k. "Incentive Stock Option" means any Stock Option intended to be and designated as an "Incentive Stock Option" within the meaning of Section 422 of the Code. l. "Insider" means a Participant who is subject to Section 16 of the Exchange Act. m. "Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock Option. n. "Participant" means an employee, non-employee director or Eligible Independent Contractor to whom an award is granted pursuant to the Plan. o. "Plan" means the Coherent Communications Systems Corporation 1993 Equity Compensation Plan, as hereinafter amended from time to time. p. "Restricted Stock" means an award of shares of Stock that is subject to restrictions pursuant to Section 7 below. q. "Securities Act" shall mean the Securities Act of 1933, as amended. r. "Securities Broker" means the registered securities broker acceptable to the Company who agrees to effect the cashless exercise of an Option pursuant to Section 5(d) hereof. s. "Stock" means the Common Stock of the Company, par value $.01 per share. -2- 3 t. "Stock Appreciation Right" means the right, pursuant to an award granted under Section 6 below, to surrender to the Company all (or a portion) of a Stock Option in exchange for an amount in cash and/or shares of Stock equal in value to the excess of (i) the Fair Market Value, as of the date such right is exercised and the related Stock Option (or such portion thereof) is surrendered, of the shares of Stock covered by such Stock Option (or such portion thereof), over (ii) the aggregate exercise price of such Stock Appreciation Right (or such portion thereof). u. "Stock Option" or "Option" means any option to purchase shares of Stock (including Restricted Stock, if the Committee so determines) granted pursuant to Section 5 below. v. "Termination for Cause" shall mean, except to the extent specified otherwise by the Committee, a finding by the Committee that the Participant has breached his or her employment or service contract, non-competition agreement or other obligation with the Company, or has been engaged in disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his or her employment or service, or has disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information. SECTION 2. Administration The Plan shall be administered by a Committee which shall consist of two or more non-employee directors appointed by the Board. In the absence of the designation of a Committee to administer the Plan, the Plan shall be administered by the full Board. The Committee shall have the authority to: (a) select the Participants to whom Grants may from time to time be made hereunder; (b) determine the type, size and terms of the Grants to be made to each such Participant; (c) determine the time when the Grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability; (d) amend the terms of any outstanding award (with the consent of the Participant) to reflect terms not otherwise inconsistent with the Plan, including, but not limited to, amendments concerning vesting acceleration or forfeiture waiver regarding any award or the extension of a Participant's right with respect to Grants under the Plan as a result of termination of employment or service or otherwise, based on such -3- 4 factors as the Committee shall determine, in its sole iscretion, or substitution of new Stock Options for previously granted Stock Options, including previously granted Stock Options having high option prices; (e) establish from time to time any policy or program to encourage or require Participants to achieve or maintain equity ownership in the Company through the use of the Plan upon such terms and conditions as the Committee may determine in its sole discretion, and thereafter to amend, modify or terminate such policy or program as the Committee may from time to time deem appropriate; and (f) deal with any other matters arising under the Plan. The Committee shall have full power and authority to administer and interpret the Plan and any Grant made under the Plan, to make factual determinations and to adopt, alter and repeal such administrative rules, guidelines, practices, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons having any interest in the Plan or in any Grants made hereunder. All power of the Committee shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Grant made under it. Nothing herein shall be deemed to expand the personal liability of a member of the Board or Committee beyond that which may arise under any applicable standards set forth in the Company's Certificate of Incorporation, by-laws and Delaware law, nor shall anything herein limit any rights to indemnification or advancement of expenses to which any member of the Board or the Committee may be entitled under any applicable law, the Company's Certificate of Incorporation or by-laws, agreement, vote of the stockholders or directors, or otherwise. SECTION 3. Stock Subject to the Plan (a) The aggregate number of shares of Stock that may be issued or transferred under the Plan is 1,500,000, subject to adjustment pursuant to Section 3(b) below. Such shares may be authorized but unissued shares or reacquired shares of Stock, including shares purchased by the Company on the open market for purposes of the Plan. In the event the number of shares of Stock issued under the Plan and the number of shares of Stock subject to outstanding awards equals the maximum number of shares of Stock authorized under the Plan, no further awards shall be made unless the Plan is amended to increase the number of shares of Stock issuable and transferable hereunder or additional shares of Stock become available for further awards under the Plan. If and to the extent that Options or Stock Appreciation Rights granted under the Plan terminate, expire or are canceled, -4- 5 forfeited, exchanged or surrendered without having been exercised, or if any shares of Restricted Stock are forfeited, the shares subject to such Grants shall again be available for subsequent awards under the Plan. (b) If there is any change in the number or kind of shares of Company Stock outstanding (i) by reason of a stock dividend, spin off, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation in which the Company is the surviving corporation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company's receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spin off or the Company's payment of an extraordinary dividend or distribution, then unless such event or change results in the termination of all outstanding awards under the Plan, the Committee shall preserve the value of the outstanding awards by adjusting the maximum number and class of shares issuable under the Plan to reflect the effect of such event or change in the Company's capital structure, and by making appropriate adjustments to the number and class of shares subject to an outstanding award and/or the option price of each outstanding Option and Stock Appreciation Right, except that any fractional shares resulting from such adjustments shall be eliminated by rounding any portion of a share equal to .5 or greater up, and any portion of a share equal to less than .5 down, in each case to the nearest whole number. SECTION 4. Eligibility; Participant Limitations Concerning Issuances All employees, non-employee directors and Eligible Independent Contractors are eligible to participate in the Plan. The maximum aggregate number of shares of Stock that shall be subject to Grants made under the Plan to any Participant shall not exceed 600,000. The terms and provisions of Grants made under the Plan may vary between Participants or as to the same Participant to whom more than one Grant may be awarded. SECTION 5. Stock Options Stock Options may be granted alone, in addition to, or in tandem with other awards granted under the Plan. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve. Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options. The Committee shall have the authority to grant Incentive Stock Options, Non-Qualified Stock Options or both types of Stock Options (in each case with or without Stock Appreciation Rights). To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a Non- Qualified Stock Option. -5- 6 Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participant affected, to disqualify any Incentive Stock Option under Section 422. Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem appropriate: (a) Option Price. The option price per share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant, provided, however, that the option price per share for any Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Stock at the time of grant. Any Incentive Stock Option granted to any Participant who, at the time the Option is granted, owns more than 10% of the voting power of all classes of stock of the Company or of a Parent or Subsidiary corporation (within the meaning of Section 424 of the Code), shall have an exercise price no less than 110% of the Fair Market Value per share on the date of the grant. (b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten years after the date the Stock Option is granted. However, any Incentive Stock Option granted to any Participant who, at the time the Option is granted, owns more than 10% of the voting power of all classes of stock of the Company or of a Parent or Subsidiary corporation may not have a term of more than five years. No Stock Option may be exercised by any person after expiration of the term of the Stock Option. (c) Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at or after grant. If the Committee provides, in its discretion, that any Stock Option is exercisable only in installments, the Committee may waive such installment exercise provisions at any time at or after grant in whole or in part, based on such factors as the Committee shall determine, in its sole discretion. (d) Method of Exercise. Subject to whatever installment exercise provisions apply under Section 5(c), Stock Options may be exercised, in whole or in part at any time and from time to time during the Option period, by giving written notice of exercise to the Company specifying the number of shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price, either by cash, check, or such other instrument as the Committee may accept. As determined by the Committee, in its sole discretion, at or after grant, payment in full or in part may also be made in the form of unrestricted Stock already owned by the -6- 7 Participant (including Company Stock acquired in connection with the exercise of an Option, subject to such restrictions as the Committee deems appropriate); provided, however, that (i) in the case of an Incentive Stock Option, the right to make a payment in the form of unrestricted Stock already owned by the Participant may be authorized only at the time the Option is granted and (ii) the Company may require that the Stock has been owned by the Participant for the requisite period of time necessary to avoid a charge to the Company's earnings for financial reporting purposes and adverse accounting consequences to the Company with respect to the Option. If specified by the Committee in the agreement governing a Stock Option at the time of grant, the Committee may, in its sole discretion, upon receipt of such Participant's written notice to exercise, elect to cash out all or part of the portion of the Stock Option to be exercised by paying the Participant an amount, in cash or Stock, equal to the excess of the Fair Market Value of the Stock over the option price on the effective date of such cash-out. To the extent permitted under the applicable laws and regulations, at the request of the Participant and if authorized by the Committee, in its sole discretion, at or after grant, the Company agrees to cooperate in a "cashless exercise" of a Stock Option. The cashless exercise shall be effected by the Participant delivering to the Securities Broker instructions to sell a sufficient number of shares of Stock to cover the cost and expenses associated therewith. No shares of Stock shall be issued until full payment therefor has been made. A Participant shall not have any right to dividends or other rights of a stockholder with respect to shares subject to the Option until such time as Stock is issued in the name of the Participant following exercise of the Option in accordance with the Plan. (e) Stock Option Agreement. Each Option granted under this Plan shall be evidenced by an appropriate Stock Option agreement, which agreement shall expressly specify whether such Option is an Incentive Stock Option or a Non-Qualified Stock Option and shall be executed by the Company and the Participant. The agreement shall contain such terms and provisions, not inconsistent with the Plan, as shall be determined by the Committee. (f) Replacement Options. The Committee may, in its sole discretion and at the time of the original option grant, authorize the Participant to automatically receive replacement Options pursuant to this part of the Plan. Any such replacement option shall be granted upon such terms and subject to such conditions and limitations as the Committee may deem appropriate. Any replacement option shall cover a number of shares determined by the Committee, but in no event equal to more than the number of shares covered by the original option exercised. The per share exercise price of any replacement option shall equal the then current Fair Market -7- 8 Value of a share of Stock, and shall have a term as determined by the Committee at the time of grant of the original Option. The Committee shall have the right, and may reserve the right in any Option grant, in its sole discretion and at any time, to discontinue the automatic grant of replacement options if it determines the continuance of such grants to no longer be in the best interest of the Company. (g) Non-transferability of Options. Except as provided below, no Stock Option shall be transferable by the Participant other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant's lifetime, only by the Participant. When a Participant dies, the representative or other person entitled to succeed to the rights of the Grantee may exercise such rights, subject to the Company receiving satisfactory proof of his or her right to receive the Grant under the Participant's will or under the applicable laws of descent and distribution. Notwithstanding the foregoing, the Committee may provide, at or after Grant, that a Participant may transfer Nonqualified Stock Options pursuant to a domestic relations order or to family members or other persons or entities according to such terms as the Committee may determine. (h) Termination of Employment; Disability; Death (i) Unless otherwise determined by the Committee at or after grant, in the event of a Participant's termination of employment (voluntary or involuntary) for any reason other than as provided below, any Stock Option held by such Participant may thereafter be exercised by the Participant, to the extent it was exercisable at the time of such termination or on such accelerated basis as the Committee may determine at or after grant, for a period of three months (or such shorter period as the Committee may specify at grant) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is shorter. (ii) Unless otherwise determined by the Committee at or after grant, if any Participant ceases to be employed by the Company on account of a Termination for Cause by the Company, any Stock Option held by such Participant shall terminate as of the date the Participant ceases to be employed by the Company, and the Participant shall automatically forfeit all Stock underlying any exercised portion of an Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by the Participant for such Stock. (iii) Unless otherwise determined by the Committee at or after grant, if a Participant's employment by the Company terminates by reason of Disability, any Stock Option held by such Participant may thereafter be exercised by the -8- 9 Participant, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine at or after grant, for a period of one year (or such shorter period as the Committee may specify at grant) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is shorter. (iv) Unless otherwise determined by the Committee at or after grant, if any Participant dies while employed by the Company or within three months after the date on which the Participant ceases to be employed by the Company on account of termination of employment specified in Section 5(h)(i) above (or within such other period of time as may be specified by the Committee), any Stock Option held by such Participant may thereafter be exercised, to the extent then exercisable or on such accelerated basis as the Committee may determine at or after grant, by the legal representative of the estate or by the legatee of the Participant under the will of the Participant, for a period of one year (or such shorter period as the Committee may specify at grant) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is shorter. (i) Incentive Stock Option Limitation. The aggregate Fair Market Value (determined as of the time of grant) of the Stock with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year under the Plan and/or any other stock option plan of the Company shall not exceed $100,000. An Incentive Stock Option shall not be granted to any person who is not an employee of the Company or a parent or subsidiary (within the meaning of section 424(f) of the Code). (j) Issuance of Shares Issuance of Shares and Compliance with Securities Acts. Within a reasonable time after exercise of an Option, the Company shall cause to be delivered to the Participant a certificate for the Stock purchased pursuant to the exercise of the Option. SECTION 6. Stock Appreciation Rights (a) Grant and Exercise. Stock Appreciation Rights may be granted either separately or in tandem with all or part of any Stock Option granted under the Plan. The provisions of Stock Appreciation Rights awarded under the Plan need not be the same with respect to each Participant. In the case of a Non-Qualified Stock Option, such rights may be granted either at the grant of such Stock Option or at any time thereafter while the Option remains outstanding. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Stock Option. The Committee shall establish the base amount of the Stock Appreciation Rights at the time the Stock Appreciation Right is granted. Unless the Committee -9- 10 determines otherwise, the base amount of each Stock Appreciation Right shall be equal to the per share option price of the related Stock Option or, if there is no related Stock Option, the Fair Market Value of a share of Stock as of the date of grant of such Stock Appreciation Right. A Stock Appreciation Right or applicable portion thereof granted with respect to a given Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Stock Appreciation Right granted with respect to less than the full number of shares covered by a related Stock Option shall not be reduced until the number of shares covered by an exercise or termination of the related Stock Option exceeds the number of shares not covered by the Stock AppreciationRight. A Stock Appreciation Right may be exercised by a Participant, in accordance with Section 6(b), by surrendering the applicable portion of the related Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in Section 6(b). Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised. (b) Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following: (i) Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate, if any, shall be exercisable in accordance with the provisions of Section 5 and this Section 6 of the Plan. (ii) Upon the exercise of a Stock Appreciation Right, a Participant shall be entitled to receive up to, but not more than, an amount in cash and/or shares of Stock equal in value to the excess of the Fair Market Value of one share of Stock (as of the date the Stock Appreciation Right is exercised and the related Stock Option is surrendered) over the exercise price of the Stock Appreciation Right, multiplied by the number of shares of Stock in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment. (iii) Stock Appreciation Rights shall be transferable only when and to the extent that the underlying Stock Option would be transferable under Section 5(g) of the Plan. -10- 11 (iv) A Stock Appreciation Right granted in connection with an Incentive Stock Option may be exercised only if and when the market price of the Stock subject to the Incentive Stock Option exceeds the exercise price of such Stock Option. SECTION 7. Restricted Stock (a) Administration. Shares of Restricted Stock may be issued either alone or in addition to other awards granted under the Plan. The Committee shall determine the employees, non-employee directors or Eligible Independent Contractors to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the price (if any) to be paid by the recipient of Restricted Stock (subject to Section 7(b)), the time or times within which such awards may be subject to forfeiture, and all other conditions of the awards. The Committee may condition the grant of Restricted Stock upon the attainment of specified performance goals or such other factors as the Committee may determine, in its sole discretion. The provisions of Restricted Stock awards need not be the same with respect to each Participant. (b) Awards and Certificates. The prospective recipient of a Restricted Stock award shall not have any rights with respect to such award unless and until such recipient has executed an agreement evidencing the award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the applicable terms and conditions of such award. (i) The purchase price for shares of Restricted Stock shall be established by the Committee and may be zero. (ii) Awards of Restricted Stock may be accepted within a period of 60 days (or such shorter period as the Committee may specify at grant) after the grant date, by executing a Restricted Stock award agreement and paying whatever price (if any) is required under Section 7(b)(i). (iii) Each Participant receiving a Restricted Stock award shall be issued a certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Coherent Communications Systems Corporation 1993 Equity Compensation Plan and an Agreement entered into between the registered owner and Coherent -11- 12 Communications Systems Corporation. Copies of such Plan and Agreement are on file at the offices of Coherent Communications Systems Corporation." (iv) The Committee shall require that the certificates evidencing such Restricted Stock be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock award, the Participant shall have delivered a stock power, endorsed in blank, relating to the Stock covered by such award. (c) Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to this Section 7 shall be subject to the following restrictions and conditions: (i) Subject to the provisions of this Plan and the Restricted Stock award agreement, during a period set by the Committee commencing with the date of such award (the "Restriction Period"), the Participant shall not be permitted to sell, transfer, pledge, assign or otherwise encumber shares of Restricted Stock awarded under the Plan. Within these limits, the Committee, at its sole discretion, may provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part, based on service, performance and/or such other factors or criteria as the Committee may determine, in its sole discretion. (ii) Except as provided in this paragraph (ii) and Section 7(c)(i), the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares and the right toreceive any cash dividends. The Committee, in its sole discretion, as determined at the time of award, may permit or require the payment of cash dividends to be deferred and, if the Committee so determines, reinvested in additional Restricted Stock to the extent shares are available under Section 3. (iii) Subject to the applicable provisions of the Restricted Stock award agreement and this Section 7, upon termination of a Participant's employment with the Company for any reason during the Restriction Period, all shares still subject to restriction shall be forfeited by the Participant, subject to any payments for such shares as may be provided in the Restricted Stock award agreement. (iv) The Committee may, in its sole discretion, waive in whole or in part any or all remaining restrictions with respect to such Participant's shares of Restricted Stock, based on such factors as the Committee may deem appropriate. (v) If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock subject to such Restriction Period, the certificates for such shares shall be delivered to the Participant promptly. -12- 13 SECTION 8. Withholding and Use of Shares to Satisfy Tax Obligations (a) Required Withholding. All Grants under the Plan shall be subject to applicable federal (including FICA), state and local withholding requirements. The Company shall have the right to deduct from all Grants paid in cash, or from other wages paid to the Participant, any federal, state or local taxes required by law to be withheld with respect to such Grants. In the case of Grants paid in Company Stock, the Company may require the Participant or other person receiving such Stock to pay to the Company the amount of any such taxes that the Company is required to withhold with respect to such Grants, or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Grants. (b) Election to Withhold Shares. If the Committee so permits, a Participant may elect to satisfy the Company's income tax withholding obligation with respect to a Grant paid in Company Stock by having shares withheld up to an amount that does not exceed the Participant's maximum marginal tax rate for federal (including FICA), state and local tax liabilities. The election must be in a form and manner prescribed by the Committee and shall be subject to the prior approval of the Committee. SECTION 9. Amendments and Termination The Board may amend or terminate the Plan at any time and from time to time, but no amendment or termination shall be made which would impair the rights of a Participant under a Grant theretofore awarded without the Participant's consent; and provided, further, that the Board shall not amend the Plan without stockholder approval if such approval is required pursuant to the Code or the rules of any national securities exchange or over-the-counter market on which the Company's Stock is then listed or included. Subject to the above provisions, the Board shall have broad authority to amend the Plan to take into account changes in applicable tax laws, securities laws and accounting rules, as well as other developments. SECTION 10. Unfunded Status of Plan The Plan is intended to constitute an "unfunded" plan. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under this Plan. In no event shall interest be paid or accrued on any Grant, including unpaid installments of Grants. SECTION 11. General Provisions (a) The Committee may require each person purchasing shares pursuant to a Stock Option or receiving Stock upon the expiration of any Restriction Period under the Plan to represent to and agree with the Company in writing that the Participant is -13- 14 acquiring the shares for investment and not with a view to distribution thereof and that such Participant will not dispose of such Stock in any manner that would involve a violation of applicable securities laws. In such event no Stock shall be issued to such Participant unless and until the Company is satisfied with such representation. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer under the Securities Act or any state securities law. All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities Act, the Exchange Act, any stock exchange or over-the-counter market upon which the Stock is then listed or included, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. (b) Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases. (c) The adoption of the Plan shall not confer upon any Participant any right to continued employment with the Company nor shall it interfere in any way with the right of the Company to terminate its relationship with any of its employees, directors or independent contractors at any time. (d) At the time of grant, the Committee may provide in connection with any grant made under this Plan that (i) the shares of Stock received as a result of such grant shall be subject to a right of first refusal, pursuant to which the Participant shall be required to offer to the Company any shares that the Participant wishes to sell, with the price being the then Fair Market Value of the Stock, subject to such other terms and conditions as the Committee may specify at the time of grant; and (ii) the shares of Stock received or to be received as a result of such grant shall be subject to repurchase by the Company upon termination of employment, subject to a repurchase price and such other terms and conditions as the Committee may specify at the time of grant. (e) The reinvestment of dividends in additional Restricted Stock at the time of any dividend payment shall only be permissible if sufficient shares of Stock are available under Section 3 for such reinvestment. -14- 15 (d) The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of the Participant's death are to be paid. (e) The Plan shall be governed by and subject to all applicable laws and to the approvals by any governmental or regulatory agency as may be required. SECTION 12. Effective Date and Term of Plan The Plan shall be effective as of December 10, 1993, subject to the consent or approval of the Company's stockholders. No Stock Option, Stock Appreciation Right or Restricted Stock award shall be granted pursuant to the Plan on or after December 10, 2003, but awards granted prior to such tenth anniversary may extend beyond that date; provided, however, that if the Plan is not approved by the unanimous consent of all stockholders or by a majority of the votes cast at a duly held meeting at which a quorum representing a majority of all outstanding voting stock of the Company is, either in person or by proxy, present and voting on the Plan, within 12 months after said date, the Plan and all Grants awarded hereunder shall be null and void and no additional Grants shall be awarded hereunder. SECTION 13. Interpretation A determination of the Committee as to any question which may arise with respect to the interpretation of the provisions of this Plan or any Grants awarded thereunder shall be final and conclusive, and nothing in this Plan, or in any regulation hereunder, shall be deemed to give any Participant, his legal representatives, assigns or any other person any right to participate herein except to such extent, if any, as the Committee may have determined or approved pursuant to this Plan. The Committee may consult with legal counsel who may be counsel to the Company and shall not incur any liability for any action taken in good faith in reliance upon the advice of such counsel. SECTION 14. Governing LawGoverning Law With respect to any Incentive Stock Options granted pursuant to the Plan and the agreements thereunder, the Plan, such agreements and any Incentive Stock Options granted pursuant thereto shall be governed by the applicable Code provisions to the maximum extent possible. Otherwise, the laws of the State of Delaware shall govern the operation of, and the rights of Participants under, the Plan, the agreements and any Grants awarded thereunder. -15- 16 SECTION 15. Compliance With Section 16b of the Exchange Act Unless an Insider could otherwise transfer shares of Stock issued hereunder without incurring liability under Section 16b of the Exchange Act, at least six months must elapse from the date of grant of an Option, Stock Appreciation Right or Restricted Stock award to the date of disposition of the Stock issued upon exercise of such Option or Stock Appreciation Right or grant of such Restricted Stock award. -16- EX-23.1 4 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Post-Effective Amendment No.1 on Form S-8 to the Registration Statement (Form S-4 No.333-49557) of Tellabs, Inc. of our reports dated January 26, 1998, with respect to the consolidated financial statements of Tellabs, Inc., incorporated by reference in its Annual Report (Form 10-K) for the year ended January 2, 1998 and related financial statement schedules included therein, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Chicago, Illinois July 31, 1998 EX-23.2 5 CONSENT OF GRANT THORNTON LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated January 15, 1997, accompanying the consolidated financial statements of Tellabs, Inc. and Subsidiaries as of December 27, 1996 and for the two years then ended incorporated by reference in this Post-Effective Amendment on Form S-8 to the Registration Statement on Form S-4. GRANT THORNTON LLP Chicago, Illinois August 3, 1998 -----END PRIVACY-ENHANCED MESSAGE-----