EXHIBIT 10.d
ADC TELECOMMUNICATIONS, INC.
INCENTIVE STOCK OPTION AGREEMENT
|
|
|
|
|
|
|
|
|
|
|
Option
Number:
|
|
|
|
|
|
|
|
|
|
|
|
Plan:
GSIP/1991
|
|
|
|
|
|
|
This Incentive Stock Option
Agreement (the “Agreement”) is entered into effective
by and between ADC Telecommunications, Inc., a Minnesota
corporation, (the “Company”), and the above-identified
Optionee pursuant to the Company’s Global Stock Incentive
Plan (the “Plan”).
Effective the date written above,
the Optionee has been granted an option (the “Option”)
to purchase all or any part of an aggregate of shares of common
stock, par value US$.20 per share, of the Company (the
“Common Stock”) at the price of
US$ per share subject to the terms and
conditions set forth herein and in the Plan and Exhibit A to
this Agreement. This Option is intended to be an incentive stock
option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the
“Code”).
|
|
|
|
|
|
|
The total
aggregate purchase price for all of the shares purchasable under
this Option is
|
|
|
|
|
|
|
|
|
|
|
.
|
|
Subject to the terms and
conditions of this Agreement, Exhibit A to this Agreement and
the Plan, this Option shall in all events terminate ten
(10) years after the date of grant (the “Expiration
Date”). The shares subject to this Option shall vest and may
be exercised in whole or in part by the Optionee according to the
following vesting schedule:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Option
|
|
|
|
Vesting
Date
|
|
Shares Vesting
|
|
Expiration Date
|
Subject to the provisions of the
Plan and Exhibit A, the Optionee must be actively employed by
the Company or any of its Affiliates on each Vesting Date for
vesting to occur. Termination of employment after a Vesting Date
may accelerate the Expiration Date (see terms of the Plan and
Exhibit A).
Optionee and the Company agree
that these Options are granted under and governed by the terms and
conditions of this Agreement, Exhibit A to this Agreement, and
the Plan. Each of these documents and a Prospectus related to
shares covered by the Plan has been provided to Optionee.
Optionee specifically acknowledges that Exhibit A to this
Agreement contains an agreement by Optionee not to solicit
employees of the Company or its Affiliates on behalf of any other
employer, a data privacy consent by Optionee and certain other
acknowledgements by Optionee.
Optionee acknowledges that this
Option is subject to the ongoing discretionary authority of the
Company to determine: (i) the permissible manner of exercise
of the Option (including but not limited to the authority of the
Company to require a mandatory cashless exercise); (ii) the
permissible timing of exercise of the Option; and (iii) any
other restrictions that the Company deems necessary and advisable,
including but not limited to restrictions pertaining to applicable
law. Optionee further acknowledges that in the event the Optionee
chooses to effect a simultaneous exercise and sale of all or a
portion of the shares that are subject to this Option, neither the
Company nor its third party stock option administrator will
guarantee any particular market price for the sale of the shares,
nor shall the Company or its third party administrator be
responsible for any failure to obtain any particular market price
due to delays in the exercise of this Option or any other
reason.
1
ADC TELECOMMUNICATIONS,
INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey D. Pflaum, Vice President, Corporate
Secretary
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________________________________
|
|
|
|
|
|
|
_______________
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Government/Taxpayer
ID#______________________
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
THE OPTIONEE MUST PROMPTLY SIGN
AND RETURN THIS AGREEMENT TO THE COMPANY AT THE ADDRESS LISTED
BELOW. IF THIS AGREEMENT IS NOT SIGNED AND RETURNED WITHIN SIXTY
(60) DAYS FROM THE DATE OF MAILING THIS AGREEMENT, THIS OPTION
SHALL BE VOID AND HAVE NO FORCE OR EFFECT.
Postal Mail:
ADC
Attn: HR Stock Compensation, MS 56
P.O. Box 1101
Minneapolis, MN 55440-1101 USA
Express Mail:
ADC
Attn: HR Stock Compensation, MS 56
13625 Technology Drive
Eden Prairie, MN 55344 USA
For questions regarding this
Option, please contact ADC’s HR Stock Compensation Group as
follows:
|
|
|
|
|
|
|
Email:
stockprograms@adc.com
|
|
|
|
|
|
|
952-238-1525
|
|
|
|
|
|
|
|
|
|
|
|
952-917-0576
|
|
|
|
|
|
|
|
|
|
|
800-366-3889 ext. 70576
|
2
EXHIBIT A
TO THE
ADC TELECOMMUNICATIONS, INC.
INCENTIVE STOCK OPTION AGREEMENT
This Exhibit A is part of
and incorporated by reference into the Incentive Stock Option
Agreement (the “Agreement”) issued by ADC
Telecommunications, Inc. (the “Company”) pursuant to
the Company’s Global Stock Incentive Plan (the
“Plan”).
Unless otherwise defined herein,
capitalized terms shall have the meaning given such term in the
Agreement.
3
1. Grant of
Option
Refer to the Agreement for a
description of the Option grants, including the total number of
shares of Common Stock covered by this Option, the exercise price
per share, and the schedule for vesting. This Option is intended to
be an incentive stock option within the meaning of Section 422
of the U.S. Internal Revenue Code.
2. Duration and
Exercisability
|
|
(a)
|
|
This Option
shall vest and become exercisable in accordance with the schedule
set forth on the Agreement. This Option shall in all events
terminate ten (10) years after the date of grant, if not
earlier in the event of termination of employment.
|
|
|
(b)
|
|
Notwithstanding
the provisions contained in Section 2(a) above, but subject to the
other terms and conditions set forth herein, this Option shall
become fully vested and exercisable on the date of a “Change
in Control” (as hereinafter defined). For purposes of the
Agreement and this Exhibit A to the Agreement, the following
terms shall have the definitions set forth below:
|
(i)
“Change in Control” shall mean:
|
|
(A)
|
|
a change in
control of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), whether or
not the Company is then subject to such reporting
requirement;
|
|
|
(B)
|
|
the public
announcement (which, for purposes of this definition, shall
include, without limitation, a report filed pursuant to Section
13(d) of the Exchange Act) by the Company or any
“person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) that such person has become the
“beneficial owner” (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined
voting power of the Company’s then outstanding securities,
determined in accordance with Rule 13d-3, excluding, however,
any securities acquired directly from the Company (other than an
acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly
from the Company); however, that for purposes of this clause the
term “person” shall not include the Company, any
subsidiary of the Company or any employee benefit plan of the
Company or of any subsidiary of the Company or any entity holding
shares of Common Stock organized, appointed or established for, or
pursuant to the terms of, any such plan;
|
|
|
(C)
|
|
the Continuing
Directors cease to constitute a majority of the Company’s
Board of Directors;
|
|
|
(D)
|
|
consummation of
a reorganization, merger or consolidation of, or a sale or other
disposition of all or substantially all of the assets of, the
Company (a “Business Combination”), in each case,
unless, following such Business Combination, (A) all or
substantially all of the persons who were the beneficial owners of
the Company’s outstanding voting securities immediately prior
to such Business Combination beneficially own voting securities of
the corporation resulting from such Business Combination having
more than 50% of the combined voting power of the outstanding
voting securities of such resulting Corporation and (B) at
least a majority of the members of the Board of Directors of the
corporation resulting from such Business Combination were
Continuing Directors at the time of the action of the Board of
Directors of the Company approving such Business
Combination;
|
|
|
(E)
|
|
approval by the
shareholders of the Company of a complete liquidation or
dissolution of the Company; or
|
|
|
(F)
|
|
the majority of
the Continuing Directors determine in their sole and absolute
discretion that there has been a change in control of the
Company.
|
|
|
(G)
|
|
The definition
of “Change in Control” is subject to changes as may be
determined by the Compensation Committee of the Company’s
Board of Directors as necessary to comply with the requirements of
Section 409A of the Internal Revenue Code, as added by the
American Jobs Creation Act.
|
|
|
(ii)
|
|
“Continuing Director” shall mean any
person who is a member of the Board of Directors of the Company,
while such person is a member of the Board of Directors, who is not
an Acquiring Person (as defined below) or an Affiliate or Associate
(as defined below) of an Acquiring Person, or a representative of
an Acquiring Person or of any such Affiliate or Associate, and who
(x) was a member of the Board of Directors on the date of this
Agreement as first written above or (y) subsequently becomes a
member of the Board of Directors, if such person’s initial
nomination for election or initial election to the Board of
Directors is recommended or approved by a majority of the
Continuing Directors. For purposes of this subparagraph (ii),
“Acquiring Person” shall mean any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) who or which, together with all Affiliates and Associates of
such person, is the “beneficial owner” (as defined in
Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 20% or more
of the combined voting power of the Company’s then
outstanding securities, but shall not include the Company, any
subsidiary of the Company or any employee benefit plan of the
Company or of any subsidiary of the Company or any entity holding
shares of Common Stock organized, appointed or established for, or
pursuant to the terms of, any such plan; and
“Affiliate” and “Associate” shall have the
respective meanings ascribed to such terms in Rule 12b-2
promulgated under the Exchange Act.
|
|
|
(c)
|
|
This Option
shall not be assignable or transferable except to a designated
beneficiary (under procedures established by the Company) or by the
laws of descent and distribution in the case of the death of
Optionee, and except that for U.S. resident employees, upon written
notice to the Company, U.S. resident employees may transfer this
Option during his or her lifetime to any “family
member” (as such term is used on Form S-8 under the
Securities Act of 1933) of Optionee provided that (i) there is
no consideration for such transfer or such transfer is effected
pursuant to a domestic relations order in settlement of marital
property rights, and (ii) this Option held by such transferees
shall continue to be subject to the same terms and conditions
(including restrictions on subsequent transfers) as were applicable
to this Option immediately prior to such transfer. This Option may
not be pledged, alienated, attached or otherwise encumbered, and
any purported pledge, alienation, attachment or encumbrance thereof
shall be void and unenforceable against the Company or any
Affiliate of the Company.
|
|
|
(d)
|
|
This Option may
be exercised, during the lifetime of Optionee, only by Optionee, a
permitted transferee pursuant to a transfer permitted by Section
2(c) above, or, if permissible under applicable law, by
Optionee’s or such transferee’s guardian or legal
repr
|
