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 SUCH DATE WHEN VESTING OCCURS 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.
ADC TELECOMMUNICATIONS,
INC.
THREE-YEAR RESTRICTED STOCK UNIT
CEO 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 (the
“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:
, 200
(the “Grant Date”)
2. Number of
Restricted Stock Units Subject to this Award:
3. Vesting
Schedule: Subject to the
other terms and conditions of this Agreement and the Plan, the
Award will vest
, 20
, provided that you have been continuously employed since the Grant
Date by the Company and its Affiliates. The day on which your Award
is scheduled to vest pursuant to this Section 3 is referred to
in this Agreement as the “Scheduled Vest
Date.”
4.
Conversion of Restricted Stock Units and Issuance of
Shares. Subject to the
other terms of the Award, upon the Scheduled 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 (the “Shares”). The Company will transfer
such Shares to you as soon as administratively feasible following
any vesting of the Award and 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 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.
Version
Effective December 18, 2006
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) Except
as provided in Sections 9(a) and (b), if your Employment
Termination Date occurs before the Scheduled Vest Date, the entire
unvested portion of the Award as of your Employment Termination
Date shall be forfeited and immediately cancelled.
(c) The
Compensation Committee of the Company’s Board of Directors
(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 or any
other rights whatsoever) issuable under the Award until the Award
is settled by the issuance of such Shares to you.
(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”). In connection with fulfilling
your Tax Withholding Obligation, you must provide to the Company
your residence address and notify the Company of any changes to the
same before any taxable event arises as a result of the Award (the
“Tax Withholding Information”). In the event you fail
to timely and accurately meet your obligations regarding the
provision and maintenance of Tax Withholding Information, then the
Company may, in its sole discretion, cancel your right to receive
any of the Shares that are subject to this Award. The Tax
Witholding Information should be sent to ADC’s Stock
Compensation Program address listed on the last page of this
Agreement. If permitted by the Company, you may satisfy your Tax
Withholding Obligation in one of the following two ways:
2
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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
vesting (whether in whole or in part) of the Award, 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”; or
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(ii)
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Share Withholding
: you may elect to have
the Company retain from the Shares issuable upon any vesting
(whether in whole or in part) of the Award that number of Shares
having a Fair Market Value upon such vesting that is sufficient to
satisfy your Tax Withholding Obligation. This is referred to as a
“Share Withhold Election.”
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The Company
reserves the right to specify from time-to-time which of the
foregoing two 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 a Share Withhold 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) The
Company may refuse to issue any Shares to you until you satisfy any
Tax Withholding Obligation.
(d) 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.
9.
Acceleration of Scheduled Vest Date.
(a) In the
event of a “Change in Control” of the Company both
prior to the Scheduled Date and while you remain employed by the
Company or any of its Affiliates, then the entire Award shall
become immediately vested on the effective date of such Change in
Control. For purposes of this Agreement, the following terms shall
have the following meanings:
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