BACKGROUND. The Plan is considered to be and shall be operated as a subplan of the LTIP. The Plan was amended September 9, 2015, to, among other things, change the date of the Annual Stock Grant under [Article 6], and was further amended on November 28, 2017 to contemplate potential Supplemental Cash Retainers for additional board positions.

Background. The Executive and the Company (f/k/a Infiltrator Systems, Inc.) are parties to an Employment Agreement dated as of March 13, 2000, as amended by that certain Amendment to Employment Agreement, dated January 1, 2005, that certain Amendment to Employment Agreement, dated September 10, 2005 and those certain Amendments to Employment Agreement, dated January 1, 2006 (such agreement as so amended, the “Employment Agreement”), pursuant to which the Executive is currently employed as President and Chief Executive Officer of the Company.

Background. The Executive desires to step down from his position as Chief Financial Officer of the Company effective as of July 1, 2022 (the “Transition Date”) and as an employee of the Company effective as of January 31, 2023 (the “Resignation Date”). The period commencing on the Transition Date through and including the Resignation Date is referred to herein as the “Remaining Employment Period.” To continue to retain access to Executive’s knowledge, experience and expertise for a period of time following the Transition Date and to amicably, fully, and finally resolve all matters relating to Executive’s employment and resignation from the Company, the Executive and the Company agree as follows:

Background. The Company is a leading global manufacturer of cranes and lifting solutions with manufacturing, distribution, and service facilities in 20 countries. The Company is recognized as one of the premier innovators and providers of crawler cranes, tower cranes, and mobile cranes for the heavy construction industry, which are complemented by a slate of industry-leading aftermarket product support services. The Company has net sales in the billions of dollars, with over half generated outside the United States. The Company enjoys a competitive advantage in a highly competitive market because of its continuous research and development of the processes and practices it uses to design and manufacture products, including the development and expansion of products, markets, services and customer relations, as well its significant attention and focus on customer service and appreciation by which the Company’s good will is created. The Company has customers, customer relationships, intellectual property, confidential information and other business assets (some of which is more particularly identified below) by virtue of the work it performs, relationships it has developed, and continues to develop and acquire further customers, confidential information, intellectual property and assets. The Company has expended significant time, money and effort in developing that competitive edge and takes measures to protect it, including the regular use of computer passwords, locks, training, implementation of certain Company rules and procedures, and other security measures.

Background. Pennypacker acknowledges that during the course of his employment for [[Manitowoc:Organization]], he was provided access to and was permitted to use confidential information (as defined in [subparagraph 10.b]. below) and / or trade secrets, which could be used by him in the future to gain an unfair competitive advantage if he did not comply with the provisions in this paragraph. Therefore, he agrees to the confidentiality, non-solicitation, non-compete, and non-interference obligations in [subparagraphs 10.b]. thru 10.e., which shall apply during the twenty-four (24)-month period following the Separation Date:

Background. [[Person A:Person]] has advised MEC that he would like to retire from MEC, and has identified a retirement date, which will end his employment with MEC, effective September 30, 2022 (the “Retirement Date”). Both [[Person A:Person]] and MEC desire an amicable separation and to fully and finally compromise and settle any differences that may exist between them on the terms set forth in this Agreement. Except as otherwise described herein, [[Person A:Person]] also acknowledges, agrees and represents that he has been paid and has received all compensation and/or other amounts due that he earned with respect to payroll dates occurring on or before the date he signed this Agreement, including but not limited to all wages, salary, bonuses, incentive compensation, accrued vacation, sick and personal day pay. [[Person A:Person]] further agrees that MEC’s payment and his receipt of all compensation due him earned on or before the date he signed this Agreement is not and has not been conditioned upon his execution of this Agreement.

Background. The Company maintains the P. H. Glatfelter Company Supplemental Executive Retirement Plan (“SERP”). The SERP was frozen as of December 31, 2019; as a result, benefits under the SERP ceased to accrue as of December 31, 2019. The SERP account balances of active Company employees as of December 31, 2019 were credited to this Plan as of January 1, 2020 as opening balances and will be administered under this Plan. The SERP opening balances, and Interest (as defined below) thereon, will be payable under the same terms that applied to the employee’s SERP benefit under the terms of the SERP, consistent with Section 409A of the Code (defined below). The Plan also provides for supplemental Company contributions that coordinate with Company contributions made to the Company’s Savings Plan, employee elective deferrals and discretionary Company contributions.

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”).

Background. The above background is true and correct and is incorporated into this Agreement by reference.

Background. The foregoing Background is correct and is incorporated herein. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Vacant Land Contract. The Vacant Land Contract as modified by this Addendum shall hereinafter be referred to collectively as the “Purchase and Sale Agreement.”