ADC TELECOMMUNICATIONS, INC.
GLOBAL STOCK INCENTIVE PLAN
(as amended and restated through
August 1, 2005)
The purposes of
the ADC Telecommunications, Inc. Global Stock Incentive Plan (the
“Plan”) are to: (i) aid in maintaining and
developing key employees capable of assuring the future success of
ADC Telecommunications, Inc. (the “Company”), and to
offer such personnel incentives to put forth maximum efforts for
the success of the Company’s business; (ii) to enhance
the Company’s ability to attract and retain the services of
experienced and knowledgeable outside directors; and (iii) to
afford such key employees and outside directors an opportunity to
acquire a proprietary interest in the Company, thereby aligning
their interests with the interests of the Company’s
shareholders.
As used in the
Plan, the following terms shall have the meanings set forth
below:
(a) “Affiliate”
shall mean (i) any entity that, directly or indirectly through
one or more intermediaries, is controlled by the Company and
(ii) any entity in which the Company has a significant equity
interest, as determined by the Committee.
(b) “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Dividend Equivalent or Performance Award
granted under the Plan.
(c) “Award
Agreement” shall mean any written agreement, contract or
other instrument or document evidencing any Award granted under the
Plan.
(d) “Code”
shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any regulations promulgated thereunder.
(e) “Committee”
shall mean a committee of the Board of Directors of the Company
designated by such Board to administer the Plan and composed of not
less than three directors, each of whom is a “Non-Employee
Director” within the meaning of Rule
16b-3.
(f) “Dividend
Equivalent” shall mean any right granted under Section 6(e)
of the Plan.
(g) “Fair
Market Value” shall mean, with respect to any property
(including, without limitation, any Shares or other securities),
the fair market value of such property determined by such methods
or procedures as shall be established from time to time by the
Committee. Notwithstanding the foregoing, for purposes of the Plan,
the Fair Market Value of Shares on a given date shall be
(i) the last sale price of the Shares as reported on the
Nasdaq National Market System on such date, if the Shares are then
quoted on the Nasdaq National Market System or (ii) the
closing price of the Shares on such date on a national securities
exchange, if the shares are then being traded on a national
securities exchange.
(h) “Incentive
Stock Option” shall mean an option granted under Section 6(a)
of the Plan that is intended to meet the requirements of
Section 422 of the Code or any successor provision
thereto.
(i) “Key
Employee” shall mean any employee of the Company or any
Affiliate who the Committee determines to be a key
employee.
(j) “Non-Qualified
Stock Option” shall mean an option granted under Section 6(a)
of the Plan that is not intended to be an Incentive Stock
Option.
(k) “Option”
shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.
(l) “Outside
Director” shall mean each member of the Board of Directors of
the Company that is not also an employee of the Company or any
Affiliate of the Company.
(m) “Participant”
shall mean either a Key Employee or an Outside Director designated
to be granted an Award under the Plan.
(n) “Performance
Award” shall mean any right granted under Section 6(d) of the
Plan.
(o) “Person”
shall mean any individual, corporation, partnership, association or
trust.
(p) “Restricted
Stock” shall mean any Share granted under Section 6(c) of the
Plan.
(q) “Restricted
Stock Unit” shall mean any unit granted under Section 6(c) of
the Plan evidencing the right to receive a Share at some future
date.
(r) “Rule 16b-3”
shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as
amended, or any successor rule or regulation thereto.
(s) “Shares”
shall mean shares of Common Stock, $.20 par value, of the Company
or such other securities or property as may become subject to
Awards pursuant to an adjustment made under Section 4(c) of the
Plan.
(t) “Stock
Appreciation Right” shall mean any right granted under
Section 6(b) of the Plan.
Section 3. Administration.
(a) Power
and Authority of the Committee . The Plan shall be administered
by the Committee. Subject to the terms of the Plan and applicable
law, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or
types of Awards to be granted to each Participant under the Plan;
(iii) determine the number of Shares to be covered by (or with
respect to which payments are to be calculated in connection with)
Awards; (iv) determine the terms and conditions of any Award
or Award Agreement; (v) amend the terms and conditions of any
Award or Award Agreement and accelerate the exercisability of
Options or the lapse of restrictions relating to Restricted Stock
or Restricted Stock Units; (vi) determine whether, to what
extent and under what circumstances Awards may be exercised in
cash, Shares, other securities, other Awards or other property, or
canceled, forfeited or suspended; (vii) determine whether, to
what extent and under what circumstances cash or Shares payable
with respect to an Award under the Plan shall be deferred either
automatically or at the election of the holder thereof or
the
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Committee;
(viii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan;
(ix) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (x) make any
other determination and take any other action that the Committee
deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with
respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon any Participant, any holder or
beneficiary of any Award and any employee of the Company or any
Affiliate.
(b)
Meetings of the Committee . The Committee shall select one
of its members as its chairman and shall hold its meetings at such
times and places as the Committee may determine. A majority of the
Committee’s members shall constitute a quorum. All
determinations of the Committee shall be made by not less than a
majority of its members. Any decision or determination reduced to
writing and signed by all of the members of the Committee shall be
fully effective as if it had been made by a majority vote at a
meeting duly called and held. The Committee may appoint a secretary
and may make such rules and regulations for the conduct of its
business as it shall deem advisable.
Section 4. Shares Available for
Awards.
(a)
Shares Available . Subject to adjustment as provided in
Section 4(c), as of November 1, 2001, the number of
Shares available for the issuance of shares under outstanding
Awards and the granting of future Awards under the Plan shall be
21,329,775. If any Shares covered by an Award or to which an Award
relates are not purchased or are forfeited, or if an Award
otherwise terminates without delivery of any Shares or cash
payments to be received thereunder, then the number of Shares
counted against the aggregate number of Shares available under the
Plan with respect to such Award, to the extent of any such
forfeiture or termination, shall again be available for granting
Awards under the Plan. In addition, any Shares that are used by a
Participant as full or partial payment to the Company of the
purchase price of Shares acquired upon exercise of an Option or to
satisfy applicable tax withholding requirements (including social
insurance requirements) upon the exercise or vesting of an Award
shall again be available for granting Awards.
(b)
Accounting for Awards . For purposes of this
Section 4,
(i) if an Award
entitles the holder thereof to receive or purchase Shares, the
number of Shares covered by such Award or to which such Award
relates shall be counted on the date of grant of such Award against
the aggregate number of Shares available for granting Awards under
the Plan; and
(ii) if an Award
entitles the holder to receive cash payments but the amount of such
payments are denominated in or based on a number of Shares, such
number of Shares shall be counted on the date of grant of such
Award against the aggregate number of Shares available for granting
Awards under the Plan;
provided,
however , that Awards
that operate in tandem with (whether granted simultaneously with or
at a different time from), or that are substituted for, other
Awards may be counted or not counted under procedures adopted by
the Committee in order to avoid double counting.
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(c)
Adjustments . In the event that the Committee shall
determine that any dividend or other distribution (whether in the
form of cash, Shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase
or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities
of the Company or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such
manner as it may deem equitable, adjust any or all of (i) the
number and type of Shares (or securities or other property) which
thereafter may be made the subject of Awards, (ii) the number and
type of Shares (or securities or other property) subject to
outstanding Awards and (iii) the exercise price with respect
to any Award; provided, however , that the number of Shares
covered by any Award or to which such Award relates shall always be
a whole number.
(d)
Incentive Stock Options . The aggregate number of Shares
available as of November 1, 2001 for outstanding Incentive
Stock Options and for granting Incentive Stock Options under the
Plan shall not exceed 21,329,775, subject to adjustment as provided
in the Plan and Section 422 or 424 of the Code.
Any Key Employee,
including any Key Employee who is an officer or director of the
Company or any Affiliate, and any Outside Director shall be
eligible to be designated a Participant; provided, however ,
that an Incentive Stock Option shall not be granted to: (1) an
Outside Director; or (2) an employee of an Affiliate unless
such Affiliate is also a “subsidiary corporation” of
the Company within the meaning of Section 424(f) of the
Code.
(a)
Options . The Committee is hereby authorized to grant
Options to Participants with the following terms and conditions and
with such additional terms and conditions not inconsistent with the
provisions of the Plan as the Committee shall determine:
(i) Exercise
Price . The purchase price per Share purchasable under an
Option shall be determined by the Committee; provided,
however , that such purchase price shall not be less than the
average of the high and low daily trading prices (rounded down to
the nearest whole cent) of a Share on the date of grant as reported
on the Nasdaq National Market System, if the Shares are then quoted
on the Nasdaq National Market System or (ii) the average of
the high and low daily trading prices (rounded down to the nearest
whole cent) of a Share on a national securities exchange, if the
shares are then being traded an a national securities exchange on
the date of grant of such Option.
(ii) Option
Term . The term of each Option shall be fixed by the Committee,
but such term shall not exceed 10 years from the date on which
such Option is granted.
(iii) Time and
Method of Exercise . The Committee shall determine the time or
times at which an Option may be exercised in whole or in part and
the method or methods by which, and the form or forms (including,
without limitation, cash, Shares, other securities, other Awards or
other property, or any combination thereof, having a Fair Market
Value on the exercise date equal to the relevant exercise
price)
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in which payment
of the exercise price with respect thereto may be made or deemed to
have been made.
(b) Stock
Appreciation Rights . The Committee is hereby authorized to
grant Stock Appreciation Rights to Participants subject to the
terms of the Plan and any applicable Award Agreement. A Stock
Appreciation Right granted under the Plan shall confer on the
holder thereof a right to receive upon exercise thereof the excess
of (i) the Fair Market Value of one Share on the date of
exercise (or, if the Committee shall so determine, at any time
during a specified period before or after the date of exercise)
over (ii) the grant price of the Stock Appreciation Right as
specified by the Committee, which price shall not be less than the
exercise price for an Option as described in Section 6(a)(i)
hereof on the date of grant of the Stock Appreciation Right.
Subject to the terms of the Plan and any applicable Award
Agreement, the grant price, term, methods of exercise, dates of
exercise, methods of settlement and any other terms and conditions
of any Stock Appreciation Right shall be as determined by the
Committee. The Committee may impose such conditions or restrictions
on the exercise of any Stock Appreciation Right as it may deem
appropriate.
(c)
Restricted Stock and Restricted Stock Units . The Committee
is hereby authorized to grant Awards of Restricted Stock and
Restricted Stock Units to Participants with the following
te
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