EXHIBIT 10.c
ADC TELECOMMUNICATIONS, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Nonemployee Director – Director Compensation
Plan)
TO:
You have been granted this
restricted stock unit award (the “Award”) of ADC
Telecommunications, Inc. (the “Company”) pursuant to
the Company’s Global Stock Incentive Plan (the
“Plan”) by reason of your election to exchange director
fees for this Award under the Company’s Compensation Plan for
Nonemployee Directors. 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 (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
Date: January 1 of the
year immediately following the year in which the Grant Date occurs.
No Shares shall be distributed on the Vesting Date. Shares will be
distributed pursuant to Section 4 hereof.
4. Conversion of
Restricted Stock Units and Issuance of Shares.
Subject to your continued service as
a director until the Vesting 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 on the
earliest practicable date (as determined by the Company) following
your retirement, resignation or removal as a director of the
Company.
5. Cessation of Service
as a Director. If you
cease to be a director of the Company at any time prior to the
Vesting Date, all restricted stock units that are subject to this
Award shall be forfeited and cancelled.
6. Right to Shares;
Dividends. You shall not
have any right in, to or with respect to any of the Shares
(including any voting rights issuable under the Award) until the
Award is settled by the issuance of Shares to you. Notwithstanding
the foregoing, if the Company declares and pays cash dividends on
it Shares, you will be entitled to receive such cash dividends in
the form of Dividend Equivalents at the same rate and at the same
time as such cash dividends are paid with respect to
Shares.
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
Vesting Date. In the
event of a “Change in Control” of the Company prior to
the Vesting Date, the Vesting Date shall be accelerated to the
effective date of such Change in Control. The distribution date set
forth in Section 4 hereof shall not be effected by such Change
in Control. For purposes of this Agreement, the following terms
shall have the definitions 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 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
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