Exhibit 10-a
ADC TELECOMMUNICATIONS, INC.
GLOBAL STOCK INCENTIVE PLAN
(as
amended and restated through December 12, 2006)
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, if the Shares are listed on a U.S. national securities
exchange at the relevant time, the Fair Market Value of Shares on a
given date shall be (i) the closing price of the Shares as
reported on the applicable Nasdaq national securities exchange on
such date, if the Shares are then quoted on the Nasdaq national
securities exchange or (ii) if the Shares are not traded on
the Nasdaq national securities exchange at the relevant time, the
closing price of the Shares on such date on another U.S. national
securities exchange, if the shares are then being traded on such
other U.S. national securities exchange at the relevant time.
(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 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.
(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:
(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
Fair Market Value 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) 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 terms and
conditions and with such additional terms and conditions not
inconsistent with
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