Exhibit 10-a
ADC TELECOMMUNICATIONS, INC.
GLOBAL STOCK INCENTIVE PLAN
(as amended and restated through August 1,
2005)
Section 1. Purpose.
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.
Section 2.
Definitions.
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
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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 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
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(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
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(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;
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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
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may be counted or not counted
under procedures adopted by the Committee in order to avoid double
counting.
(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.
Section 5.
Eligibility.
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.
Section 6.
Awards.
(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:
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(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.
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(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.
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(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,
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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) in which payment of the exercise price with respect thereto
may be made or deemed to have been made.
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(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
Restr
