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 2008 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:
(hereinafter “Grant
Date”)
2. Number of
Restricted Stock Units Subject to this Award:
(hereinafter “Target Award
Number”)
3. Vesting
Schedule: Subject to the
other terms and conditions of this Agreement and the Plan, the
Award will vest on the third anniversary of the Grant Date 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
Version
Effective November 1, 2008
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. Workforce
Protection. You
understand that the Company has an important business interest in
preserving and retaining its relationships with its employees. In
consideration of your employment with the Company as well as the
entry by the Company into this Agreement, during the term of your
employment and for one year thereafter, you promise that you will
not directly or indirectly or in cooperation with
others:
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(a)
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Seek, encourage, solicit, or attempt
to solicit any employee of the Company to leave the Company for any
reason or in any way interfere with the relationship between any
such employee and the Company;
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(b)
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Induce or attempt to induce any
employee of the Company to accept employment with, work for, render
services or provide advice to or supply confidential business
information or trade secrets of the Company to any person or entity
other than the Company; or
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(c)
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Employ, or otherwise pay for
services rendered by, any employee of the Company in any other
business enterprise.
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As part of your
obligations to the Company and without limiting the foregoing, you
specifically agree that for the one year period after your
employment with the Company terminates, you will not interview,
recommend for hire, identify or provide any input to any third
party in which you have an interest as an employee, officer,
consultant, director or owner about a Company employee where the
purpose or outcome of such action by you is to recruit, provide a
reference or otherwise assist a Company employee to leave the
Company and join the third party in which you have an interest as
described herein. You also acknowledge that your promises as
contained herein are not excused in circumstances where the Company
employee initiates a discussion of this nature with you. In that
event, you agree to advise the Company employee of your obligations
hereunder. You further agree that during the one year period after
you leave the Company, you will inform any new employer you may
have of your obligations under this Agreement.
7. 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.
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Effective November 1, 2008
2
(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 10(d) 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 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.
9. Transfer
of Award. Your rights
under the Award may only be transferred in accordance with the
terms of the Plan.
10.
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:
Version
Effective November
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