FORM OF TIME-BASED RESTRICTED
STOCK UNIT AWARD AGREEMENT
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 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.
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.
THREE-YEAR TIME BASED RESTRICTED
STOCK UNIT AWARD AGREEMENT
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 forth 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:
1. Grant
Date: (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 on January 9, 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
Version
Effective December 18, 2006
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.
5.
Termination of Employment. For all purposes of this Agreement, the term
“Employment Termination Date” shall mean the earlier
of:
(a) 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
(b) the date,
as determined by the Company, that your employer is no longer an
Affiliate of the Company.
(c) Except as
provided in Sections 9(a), (b), (c) and (d) below,
if your Employment Termination Date occurs before the Scheduled
Vest Date, the entire Award as of your Employment Termination Date
shall be forfeited and immediately cancelled.
(d) 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, 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 the
following information and notify the Company of any changes to the
same before any taxable event arises as a result of the Award: your
residence address, and, if applicable to you because of your
Retirement, the certification described in Section 9(c) regarding
your acceptance of employment with any Competitor of the Company
(the “Tax Withholding Information”). In the event you
fail to timely and accurately meet your obligations regarding the
provision and maintenance of Tax Withholding
2
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
Withholding 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:
(i) 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
(ii) 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.”
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/Portional Vesting
.
(a) In the
event of a “Change in Control” of the Company both
prior to the Scheduled Vest 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:
(1)
“Change in Control” shall mean:
(i) 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;
(ii) 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
o
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