FIRST AMENDMENT
OF
COMPENSATION PLAN FOR NONEMPLOYEE
DIRECTORS
OF ADC TELECOMMUNICATIONS, INC.
(2004 Restatement)
WHEREAS, ADC TELECOMMUNICATIONS,
INC., a Minnesota corporation (the “Principal Sponsor”)
has heretofore established and maintains a nonqualified, unfunded,
deferred compensation plan for the benefit of its nonemployee
directors (the “Plan”), which, in its most recent
restated form, is embodied in a document entitled
“COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS OF ADC
TELECOMMUNICATIONS, INC. (2004 Restatement),” (hereinafter
referred to as the “Plan Statement”); and
WHEREAS, The Principal Sponsor
desires to amend the timing and form of distribution provisions of
the Plan Statement to make them consistent with the requirements of
Internal Revenue Code (“Code”) §409A; and
WHEREAS, The Principal Sponsor
intends to later adopt additional amendments to the Plan Statement
as necessary to bring the remaining provisions of the Plan
Statement into compliance with Code §409A.
NOW, THEREFORE, The Plan Statement is
hereby amended in the following respects, all such amendments to be
effective as of January 1, 2005.
1. AMENDMENT TO DISTRIBUTION TIMING TERMS. Section 7(b)
of the Plan Statement shall be amended in its entirety to read in
full as follows:
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b.
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Timing of Distributions
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At the time a Participant’s
initial Deferred Cash Election is made, each Participant
shall specify the time and manner in which the balance in his/her
Deferral Account shall be distributed. The time and manner for
distributions specified on a Participant’s initial
election form shall remain in effect for all successive
elections until amended in accordance with Section 7(d).
Installment payments shall be deemed to be a single payment for
purposes of any election to further defer payments. If a
Participant does not specify an election for the timing and manner
of a distribution, the balance of a Participant’s Deferral
Account shall be distributed in a lump sum in accordance with
option (i) below. The Participant shall be entitled to
receive, or to commence
