ADTRAN, Inc. (ADTN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

(e)On November12, 2016, the Compensation Committee of the Board
of Directors (the Compensation Committee) of ADTRAN, Inc. (the
Company) made grants of restricted stock units under the ADTRAN,
Inc. 2015 Employee Stock Incentive Plan (the Incentive Plan) to
the named executive officers of the Company in the amounts set
forth below:

Each participants grant of restricted stock units is subject to
the terms of a Restricted Stock Unit Agreement in the form
attached hereto as Exhibit10.1, which is incorporated
herein by reference. In accordance with the Restricted Stock Unit
Agreements, the restricted stock units vest with respect to 25%
of the award on each of the first four anniversaries of the grant
date and any unvested portion of the award shall be forfeited in
the event the participant incurs a separation from service from
the Company for any reason. The shares of common stock underlying
vested restricted stock units will be issued to the participant
as soon as administratively practicable following the applicable
vesting date.

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