ADC TELECOMMUNICATIONS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This
Nonqualified 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, the
Plan and Exhibits A and B to this Agreement. This Option is not
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 US$
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Subject to the
terms and conditions of this Agreement, Exhibits A and B to this
Agreement and the Plan, this Option shall in all events terminate
seven (7) 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:
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Number of Option
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Vesting Date
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Shares Vesting
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Expiration Date
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Subject to the
provisions of the Plan and Exhibits A and B, 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 Exhibits A and B).
Optionee and
the Company agree that these Options are granted under and governed
by the terms and conditions of this Agreement, Exhibits A and B 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. In addition, Optionee
acknowledges that Exhibit B includes country-specific terms
which apply to the Option.
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.
Version
Effective November 1, 2008
1
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ADC
TELECOMMUNICATIONS, INC.
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Jeffrey D.
Pflaum, Vice President, Corporate Secretary & General
Counsel
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Date
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Date
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Version
Effective November 1, 2008
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2
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EXHIBIT A
TO THE
ADC TELECOMMUNICATIONS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This
Exhibit A is part of and incorporated by reference into the
Nonqualified 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.
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 not intended to be an incentive stock option within the meaning
of Section 422 of the U.S. Internal Revenue Code.
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2.
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Duration and
Exercisability
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(a)
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This Option shall vest and become
exercisable in accordance with the schedule set forth on the
Agreement. This Option shall in all events terminate seven
(7) years after the date of grant, if not earlier in the event
of termination of employment.
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(b)
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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:
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(i)
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“Change in Control”
shall mean:
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(A)
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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 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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(B)
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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 twenty percent (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
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Version
Effective November 1, 2008
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3
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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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(C)
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the
Continuing Directors cease to constitute a majority of the
Company’s Board of Directors;
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(D)
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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 fifty percent (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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(E)
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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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(F)
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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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(G)
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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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(ii)
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“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
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Version
Effective November 1, 2008
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4
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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.
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(c)
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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.
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(d)
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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 representative.
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3.
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Effect of Termination of
Employment
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(a)
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For
all purposes of the Agreement and this Exhibit A, the
following terms shall have the following meanings:
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(i)
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“Employment Termination
Date” shall mean the earlier of:
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•
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the
date, as determined by the Company, that Optionee is 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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•
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the
date, as determined by the Company, that Optionee’s employer
is no longer an Affiliate of the Company.
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Version
Effective November 1, 2008
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5
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(ii) “Retirement” shall
mean the voluntary termination of your employment with your
Employer if (a) you are employed in a country on your
Employment Termination Date that on the Grant Date was not a member
of the European Union and (i) you are at least 55 years
old, and (ii) your age in years plus your years of
service
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