ADTRAN, INC. hereby grants the following Award through the ADTRAN, Inc. 2020 Directors Stock Plan (the “Plan”), as described herein.

“Company” means ADTRAN, Inc., a Delaware corporation, and any successor thereto.

ADTRAN, Inc. 2005 Directors Stock Option Plan (expired on May 17, 2015); and

“Plan” means this ADTRAN, Inc. 2020 Directors Stock Plan.

cc:[Secretary of ADTRAN, Inc.]

The property with respect to which the election is made is described as follows: common stock of ADTRAN, Inc.

Background. ADTRAN, Inc. (the “Company”) hereby adopts this new equity incentive plan for the benefit of its directors to replace certain Prior Plans that have expired; provided, however, that notwithstanding that replacement, the Prior Plans shall remain in effect with respect to outstanding awards so long as any awards thereunder are outstanding. This new plan shall be known as the ADTRAN, Inc. 2020 Directors Stock Plan (the “Plan”).

ADTRAN, Inc. 2010 Directors Stock Plan (expired on December 31, 2019).

For value received, and pursuant to that certain Restricted Stock Award between (“Participant”) and ADTRAN, Inc., dated , (the “Agreement”), Participant hereby sells, assigns and transfers unto ADTRAN, Inc. shares of the common stock of ADTRAN, Inc., standing in Participant's name on the books of said corporation represented by Certificate No. (if applicable) herewith and does hereby irrevocably constitute and appoint the Secretary of ADTRAN, Inc. (or his or her delegate) to transfer said stock on the books of the within-named corporation with full power of substitution in the premises.

On , 20 , the undersigned acquired shares of common stock (the “Shares”) in ADTRAN, Inc. (the “Company”), which are subject to certain restrictions pursuant to the ADTRAN, Inc. 2010 Directors Stock Plan (the “Plan”) and other organizational documents of the Company.