ADC TELECOMMUNICATIONS, INC. 2008 EXECUTIVE MANAGEMENT INCENTIVE PLAN

Exhibit 10.6

ADC TELECOMMUNICATIONS, INC.
2008 EXECUTIVE MANAGEMENT INCENTIVE PLAN

Section 1. Establishment; Purpose

     (a)  Establishment . On October 21, 2008, the Compensation Committee of the Board of Directors of ADC Telecommunications, Inc., a Minnesota corporation (the “Company”), approved an incentive plan for executive officers as described herein, which plan shall be known as the “ADC Telecommunications, Inc. Executive Management Incentive Plan” (the “Plan”). This Plan is established pursuant to the terms of the ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan, which was approved by shareowners of the Company on March 6, 2008. Any awards granted under this Plan and the material terms of the Plan shall be consistent with the terms and conditions of the 2008 Global Stock Incentive Plan.

     (b)  Purpose . The purpose of the Plan is to provide a direct financial incentive for executive officers of the Company to make a significant contribution to the annual strategic and financial goals of the Company.

Section 2. Administration

     (a)  Composition of the Committee . The Plan shall be administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”). To the extent required by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee administering the Plan shall be composed solely of two or more “outside directors” within the meaning of Section 162(m) of the Code.

     (b)  Power and Authority of the Committee . The Committee shall have full power and authority, subject to all the applicable provisions of the Plan (including but not limited to the requirements of Section 2(c) of the Plan) and applicable law, to (i) establish, amend, suspend, terminate or waive such rules and regulations and appoint such agents as it deems necessary or advisable for the proper administration of the Plan, (ii) construe, interpret and administer the Plan or any Annual Cash Bonus Award (as defined below in Section 3(b)) made under the Plan, and (iii) make all other determinations and take all other actions necessary or advisable for the administration of the Plan. Unless otherwise expressly provided in the Plan, each determination made and each action taken by the Committee pursuant to the Plan or Annual Cash Bonus Award made under the Plan (x) shall be within the sole discretion of the Committee, (y) may be made at any time and (z) shall be final, binding and conclusive for all purposes on all persons, including, but not limited to, Participants (as defined in Section 3(a) below) and their legal representatives and beneficiaries. For purposes of the Plan, the term “Affiliate” shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and any entity in which the Company has a significant equity interest, in each case as determined by the Committee in its sole discretion.

     (c)  Qualified Performance-Based Compensation . From time to time, the Committee may designate an Annual Cash Bonus Award as an award of “qualified performance-based compensation” within the meaning of Section 162(m) of the Code. Notwithstanding any other provision of the Plan to the contrary, the following additional requirements shall apply to all Annual Cash Bonus Awards made to any Participant under the Plan:

     (i) The right to receive an Annual Cash Bonus Award shall be determined solely on account of the attainment of one or more pre-established, objective performance goals selected by the Committee in connection with the grant of the Annual Cash Bonus Award. Such performance goals may apply to the Participant individually, an identifiable business unit of the Company, the Company as a whole, or any combination thereof. The performance goals shall be based solely on one or more of the following business criteria: revenue or revenue growth; new product revenue; earnings (before or after taxes, interest, depreciation and/or amortization); operating income or gross margin performance; market share; economic value added; improvement in economic value added; cash flow (including free cash flow, net cash flow, operating cash flow or any combination thereof); operating and fixed factory expense levels; working capital; stock price performance; earnings per share (basic or diluted); total shareholder return and profitability as measured by any one or more of the following ratios: return on revenue, return on assets or return on equity; and cumulative total return to shareholders (whether compared to pre-selected peer groups or not). The foregoing shall constitute the sole business criteria upon which the performance goals under this Plan shall be based.

     (ii) The maximum bonus which may be paid to any Participant pursuant to any Annual Cash Bonus Award with respect to any fiscal year shall not exceed the lesser of 300% of a Participant’s base salary for that fiscal year or $4,000,000.

     (iii) For an Annual Cash Bonus Award, the Committee shall, not later than 90 days after the beginning of each fiscal year:

     (iv) Following the close of each fiscal year and prior to payment of any amount to any Participant under the Plan, the Committee must certify in writing as to the attainment of all factors (including the performance factors for a Participant) upon which any payments to a Participant for that fiscal year are to be based.

     (v) Each of the foregoing provisions, and all of the other terms and conditions of the Plan as it applies to any Annual Cash Bonus Award, shall be interpreted in such a fashion so as to qualify all compensation paid thereunder as “qualified performance-based compensation” within the meaning of Section 162(m) of the Code.

Section 3. Eligibility and Participation

     (a)  Eligibility . The Plan is maintained by the Company for its executive officers. In order to be eligible to participate in the Plan, an execut