ADTN » Topics » Section 9. Plan Administration .

These excerpts taken from the ADTN 10-K filed Feb 27, 2009.

Article 11 Plan Administration.

11.01. Powers and Responsibilities of the Administrator. The Administrator has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the applicable requirements of ERISA. The Administrator’s powers and responsibilities include, but are not limited to, the following:

 

  (a) To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan;

 

  (b) To interpret the Plan, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under the Plan;

 

  (c) To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;

 

  (d) To administer the claims and review procedures specified in Section 11.02;

 

Plan Number: 44217       ECM NQ 2007 AA
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  (e) To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan;

 

  (f) To determine the person or persons to whom such benefits will be paid;

 

  (g) To authorize the payment of benefits;

 

  (h) To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan; and

 

  (i) By written instrument, to allocate and delegate its responsibilities, including the formation of an administrative committee to administer the Plan.

Article 11 Plan
Administration
.

11.01. Powers and Responsibilities of the Administrator. The Administrator has the full power and the full
responsibility to administer the Plan in all of its details, subject, however, to the applicable requirements of ERISA. The Administrator’s powers and responsibilities include, but are not limited to, the following:

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 (a)To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan;
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 (b)To interpret the Plan, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under the Plan;
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 (c)To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;
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 (d)To administer the claims and review procedures specified in Section 11.02;

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Plan Number: 44217    ECM NQ 2007 AA
(07/2007)    09/09/2008
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  © 2007 Fidelity Management & Research Company  













 (e)To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan;

 






 (f)To determine the person or persons to whom such benefits will be paid;

 






 (g)To authorize the payment of benefits;

 






 (h)To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan; and
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (i)By written instrument, to allocate and delegate its responsibilities, including the formation of an administrative committee to administer the Plan.
STYLE="margin-top:12px;margin-bottom:0px">11.02. Claims and Review Procedures.

 






 (a)Claims Procedure. If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Administrator. If any such
claim is wholly or partially denied, the Administrator will notify such person of its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions,
(iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken if the
person wishes to submit a request for review, including a statement of the such person’s right to bring a civil action under ERISA section 502(a) following as adverse determination upon review. Such notification will be given within 90
days after the claim is received by the Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such person within the
initial 90-day period).

If the claim concerns disability benefits under the Plan, the Plan Administrator must notify the
claimant in writing within 45 days after the claim has been filed in order to deny it. If special circumstances require an extension of time to process the claim, the Plan Administrator must notify the claimant before the end of the 45-day period
that the claim may take up to 30 days longer to process. If special circumstances still prevent the resolution of the claim, the Plan Administrator may then only take up to another 30 days after giving the claimant notice before the end of the
original 30-day extension. If the Plan Administrator gives the claimant notice that the claimant needs to provide additional information regarding the claim, the claimant must do so within 45 days of that notice.

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 (b)

Review Procedure. Within 60 days after the date on which a person receives a written notice of a denied claim (or, if applicable, within 60 days after the
date on which such denial is considered to have occurred), such person (or his duly authorized representative) may (i) file a written request with the Administrator for a review of his denied claim and of pertinent documents and
(ii) submit written

 



































Plan Number: 44217    ECM NQ 2007 AA
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issues and comments to the Administrator. This written request may include comments, documents, records, and other information relating to the claim for
benefits. The claimant shall be provided, upon the claimant’s request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits. The review will take into account
all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Administrator will notify such
person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The decision
on review will be made within 60 days after the request for review is received by the Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Administrator to
hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60-day period). The extension notice shall indicate the special circumstances requiring an extension of time and the date by which
the Plan expects to render the determination on review.

If the initial claim was for disability benefits under the Plan
and has been denied by the Plan Administrator, the claimant will have 180 days from the date the claimant received notice of the claim’s denial in which to appeal that decision. The review will be handled completely independently of the
findings and decision made regarding the initial claim and will be processed by an individual who is not a subordinate of the individual who denied the initial claim. If the claim requires medical judgment, the individual handling the appeal will
consult with a medical professional whom was not consulted regarding the initial claim and who is not a subordinate of anyone consulted regarding the initial claim and identify that medical professional to the claimant.

STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%">The Plan Administrator shall provide the claimant with written notification of a plan’s benefit determination on review. In the case of an adverse
benefit determination, the notification shall set forth, in a manner calculated to be understood by the claimant — the specific reason or reasons for the adverse determinations, reference to the specific plan provisions on which the benefit
determination is based, a statement that the claimant is entitled to receive, upon the claimant’s request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits.

 



































Plan Number: 44217    ECM NQ 2007 AA
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EX-21
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dex21.htm
SUBSIDIARIES OF ADTRAN


Subsidiaries of ADTRAN




This excerpt taken from the ADTN DEF 14A filed Mar 31, 2006.

Section 9. Plan Administration.

9.1 Administration by Committee. The Plan shall be administered by the Committee, which shall have the authority in its sole discretion, subject to the provisions of the Plan, to administer the Plan and to exercise all the powers either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan.

9.2 Appointment of Committee. The Board shall appoint the Committee from among its members to serve at the pleasure of the Board. The Board from time to time may remove members from, or add members to, the Committee and shall fill all vacancies thereon. The Committee shall at all times consist solely of two or more Outside Directors.

9.3 Interpretation of Plan Provisions. The Committee shall have complete discretion to construe and interpret the Plan and may adopt rules and regulations governing administration of the Plan. The Committee may consult with the management of the Company but shall retain responsibility for administration of the Plan. The Committee’s decisions, actions and interpretations regarding the Plan shall be final and binding upon all Participants.

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