EXHIBIT 10.a
NOTICE TO U.S. TAX
RESIDENTS:
VESTING OF THIS RESTRICTED STOCK UNIT AWARD WILL
BE A TAXABLE EVENT AND WILL RESULT IN THE
RECOGNITION BY YOU OF ORDINARY INCOME IN AN AMOUNT EQUAL TO THE
FAIR MARKET VALUE OF THE
SHARES UNDERLYING THIS RESTRICTED STOCK UNIT AWARD THAT BECOME
VESTED ON EACH VESTING DATE.
ON SUCH DATE AND AS A CONDITION TO THE SHARES BEING RELEASED TO
YOU, THE COMPANY MUST
COLLECT ALL REQUIRED INCOME, SOCIAL AND OTHER PAYROLL TAX
WITHHOLDING FROM YOU BASED UPON
SUCH FAIR MARKET VALUE.
NOTICE TO NON-U.S. RESIDENTS:
YOU MAY HAVE ADDITIONAL TERMS AND CONDITIONS FOR
YOUR AWARD, WHICH ARE DESCRIBED IN EXHIBIT
A TO THIS AGREEMENT. IN ADDITION, IF YOU ARE A TAX RESIDENT OF A
COUNTRY OUTSIDE THE U.S.,
YOUR TAX CONSEQUENCES MAY BE DIFFERENT THAN DESCRIBED ABOVE. AS A
CONDITION TO THE SHARES
BEING RELEASED TO YOU, THE COMPANY MUST COLLECT ALL REQUIRED
INCOME, SOCIAL AND OTHER
PAYROLL TAX WITHHOLDING THAT MAY BE DUE BY REASON OF THE GRANT OR
VESTING OF THIS AWARD.
ADC TELECOMMUNICATIONS, INC.
RESTRICTED STOCK UNIT AWARD
AGREEMENT
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STOCK PROGRAM
ID#:
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SAP EMPLOYEE
ID#:
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To encourage your continued
employment with ADC Telecommunications, Inc. (the
“Company”) or its Affiliates, you have been granted
this restricted stock unit award (the “Award”) pursuant
to the Company’s Global Stock Incentive Plan (the
“Plan”). The Award represents the right to receive
shares of Common Stock of the Company subject to the fulfillment of
the vesting conditions set forth in this agreement and the
additional terms and conditions set for the in Exhibit A to
this agreement (collectively, this
“Agreement”).
The terms of the Award are as set
forth in this Agreement and in the Plan. The Plan is incorporated
into this Agreement by reference, which means that this Agreement
is limited by and subject to the express terms and provisions of
the Plan. In the event of a conflict between the terms of this
Agreement and the terms of the Plan, the terms of the Plan shall
control. Capitalized terms that are not defined in this Agreement
have the meanings given to them in the Plan. The terms of the Award
are as follows:
1. Grant
Date:
2. Number of Restricted
Stock Units Subject to this Award:
3. Vesting
Schedule: The Award will
vest according to the following schedule:
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Number of Restricted
Stock
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Date
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Units that will
Vest
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1
4. Conversion of
Restricted Stock Units and Issuance of Shares.
Subject to your continued employment
and the other terms of the Award, upon each vesting of the Award
(each a “Vest Date”), you shall receive, in accordance
with the terms and provisions of the Plan and this Agreement, one
share of Common Stock for each restricted stock unit that vests on
such Vest Date (the “Shares”). The Company will
transfer such Shares to you as soon as administratively feasible
following your satisfaction of any required tax withholding
obligations. No fractional shares shall be issued under this
Agreement. No Shares shall be issued upon vesting of the Award
unless such issuance complies with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares
are then listed. You understand that your participation in the Plan
is conditioned on the Company obtaining all necessary orders,
decisions, rulings and approvals from the relevant governmental
regulatory authorities. The Award does not entitle you to any
shareholder rights (e.g., no voting or dividend rights). The
Company reserves the right to determine the manner in which the
Shares are delivered to you, including but not limited to delivery
by direct registration with the Company’s transfer agent or
delivery to a broker designated by the Company.
5. Termination of
Employment.
(a) For all purposes of this Agreement, the
term “Employment Termination Date” shall mean the
earlier of:
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(i)
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the date, as
determined by the Company, that you are no longer actively employed
by the Company or an Affiliate of the Company, and in the case of
an involuntarily termination, such date shall not be extended by
any notice period mandated under local law (e.g., active employment
would not include a period of “garden leave” or similar
period pursuant to local law); or
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(ii)
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the date, as
determined by the Company, that your employer is no longer an
Affiliate of the Company.
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(b) If your Employment Termination Date
occurs before the full vesting of this Award, the entire unvested
portion of the Award as of your Employment Termination Date shall
be forfeited and immediately cancelled.
(c) The Committee shall have the exclusive
discretion to determine the Employment Termination Date.
6. Right to
Shares. You shall not have
any right in, to or with respect to any of the Shares (including
any voting rights or rights with respect to cash dividends paid by
the Company on shares of its Common Stock) issuable under the Award
until the Award is settled by the issuance of such Shares to you at
vesting.
7. Tax
Withholding.
(a) Regardless of any action the Company or
your employer (the “Employer”) takes with respect to
any or all income tax, social insurance, payroll tax or other
tax-related withholding (“Tax-Related Items”), you
acknowledge that the ultimate liability for all Tax-Related Items
legally due by you is and remains your responsibility and that
Company and/or your Employer: (1) make no representations or
undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Award, including the grant,
vesting or issuance of Shares, the subsequent sale of Shares
acquired pursuant to such vesting and the receipt of any dividends
or dividend equivalents (if any); and (2) do not commit to
structure the terms of the Award or any aspect of the Award to
reduce or eliminate your liability for Tax-Related
Items.
As a
condition and term of this Award, no election under Section 83(b)
of the United States Internal Revenue Code may be made by you with
respect to this Award.
(b) Prior to any taxable event arising as a
result of the Award you must make such arrangements as the Company
or its Affiliates may permit or require for the satisfaction of tax
withholding obligations (including U.S. federal, state and local
taxes and any non-U.S. taxes or social contributions) that the
Company determines are or may be required in connection with such
event (the “Tax Withholding Obligation”). If permitted
by the Company, you may satisfy your Tax Withholding Obligation in
one of the following three ways:
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(i)
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Direct
Payment : you may elect to
satisfy your Tax Withholding Obligation by delivering to the
Company, no later than three (3) U.S. business days after any Vest
Date, a wire transfer or certified or cashier’s check payable
to the Company in U.S. dollars equal to the amount of the Tax
Withholding Obligation, as determined by the Company. This is
referred to as a “Cash Payment Election”;
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(ii)
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Share
Withholding : you may
elect to have the Company retain from the Shares issuable on each
Vest Date that number of Shares having a Fair Market Value on the
Vest Date that is sufficient to satisfy your Tax Withholding
Obligation. This is referred to as a “Share Withhold
Election”; or
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(iii)
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Sale of a
Portion of Shares : you
may elect to have the broker designated by the Company sell on your
behalf a whole number of Shares from those Shares issuable to you
on each Vest Date to generate cash proceeds sufficient to satisfy
the Tax Withholding Obligation. This is referred to as a
“Sell to Cover Election.”
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The
Company reserves the right to specify from time-to-time which of
the foregoing three elections will be available and to specify the
time and manner for making an election. If no election is made by
you or if you make a Cash Payment Election and fail to deliver the
required funds to the Company on a timely basis, then the Company
may, in its sole discretion, require either a Share Withhold
Election or a Sell to Cover Election. Your acceptance of this Award
constitutes your consent and authorization for the Company to take
such action as may be necessary to effectuate either such
election.
(c) If you make a Sell to Cover Election (or
if the Company makes this election in its discretion) you will be
responsible for all broker’s fees and other costs of sale. In
addition, the broker will be instructed to sell a sufficient number
of whole Shares to generate cash proceeds equal to the Tax
Withholding Obligation. Neither the Company nor the broker used by
the Company will guarantee any particular sale price for the sale
of such Shares. Accordingly, you may be required to sell more
Shares than would be required if a Share Withhold Election were
made (if available). Alternatively, such sale may result in
additional tax obligations for you if the sale price is greater
than the Fair Market Value of the Shares on the Vest
Date.
(d) The Company may refuse to issue any
Shares to you until you satisfy any Tax Withholding
Obligation.
(e) If your Tax Withholding Obligation is
not satisfied by the means described above, you authorize your
Employer to withhold all such obligations from your wages or other
cash compensation paid to you by your Employer.
8. Transfer of
Award. Your rights under
the Award may not be sold, assigned, transferred, pledged or
disposed of in any way, except by will or by the laws of descent
and distribution, without the prior written consent of the
Company.
9. Acceleration of Vest
Dates. In the event of a
“Change in Control” of the Company prior to any Vest
Date, the entire unvested portion of this Award shall become
immediately vested on the effective date of such Change in Control,
and you will be required to satisfy any applicable Tax Withholding
Obligations. For purposes of this Agreement, the following terms
shall have the meanings set forth below:
(a)
“Change in Control” shall mean:
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(i)
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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 U.S. Securities Exchange Act
of 1934, as amended (the “Exchange Act”), whether or
not the Company is then subject to such reporting
requirement;
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(ii)
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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;
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(iii)
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the Continuing
Directors cease to constitute a majority of the Company’s
Board of Directors;
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(iv)
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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;
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(v)
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approval by the
shareholders of the Company of a complete liquidation or
dissolution of the Company; or
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(vi)
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the majority of
the Continuing Directors determine in their sole and absolute
discretion that there has been a change in control of the
Company.
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(vii)
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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.
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(b)
“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 (b), “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.
10. Further
Acts. You agree to execute
and deliver any additional documents and to perform any other acts
necessary to give full force and effect to the terms of this
Agreement.
11. New, Substituted or
Additional Securities. In
the event of any stock dividend, stock split or consolidation or
any like capital adjustment of any of the outstanding securities of
the Company, all new, substituted or additional securities or other
property to which you become entitled by reason of the Award shall
be subject to forfeiture to the Company with the same force and
effect as is the Award immediately prior to such event.
12. Severability. In the event that any provision of this Agreement
is deemed to be invalid or unenforceable, the remaining provisions
shall nevertheless remain in full force and effect without being
impaired or invalidated in any way.
13. Governing
Law. This Agreement shall
be governed by and construed in accordance with the laws of the
State of Minnesota without regard to conflict of laws principles.
By accepting this Award, you agree to submit to the jurisdiction of
any state or federal court sitting in Minneapolis, Minnesota, in
any action or proceeding arising out of or relating to this
Agreement or the Award, and agree that all claims in respect of the
action or proceeding may be heard and determined in any such court.
You also agree not to bring any action or proceeding arising out of
or relating to this Agreement in any other court. You hereby waive
any defense of inconvenient forum to the maintenance of any action
or proceeding so brought and waive any bond, surety, or other
security that might be required of the Company or any of its
Affiliates with respect thereto. You further agree that a final
judgment in any action or proceeding so brought shall be conclusive
and may be enforced by suit on the judgment or in any other manner
provided by law or in equity.
14. Limitation on Rights; No
Right to Future Grants; Extraordinary Item. By entering into this
Agreement and accepting the Award, you acknowledge that:
(a) the Plan is discretionary and may b
