ADC TELECOMMUNICATIONS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT
is made as of, by and between ADC Telecommunications, Inc., a
Minnesota corporation (the “Company”), and
(“Optionee”).
|
A.
|
|
The
Company has adopted its Global Stock Incentive Plan (the
“Plan”), which provides for the grant of stock options
to nonemployee directors of the Company.
|
|
B.
|
|
Optionee is currently a nonemployee
director of the Company eligible to participate in the
Plan.
|
|
C.
|
|
The
Board of Directors of the Company has approved the grant of this
stock option to Optionee.
|
Accordingly, in
consideration of agreements herein set forth, the parties hereto
hereby agree as follows:
|
|
1.
|
|
Grant of Option
|
|
|
|
|
|
|
|
|
|
The
Company hereby grants to Optionee, on the date set forth above, the
right and option (the “option”) to purchase all or any
part of an aggregate of shares of common stock, par value $.20 per
share, of the Company (the “Common Stock”) at the price
of $ per share on the terms and conditions set forth
herein. 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.
|
|
|
|
|
|
|
|
2.
|
|
Term and Exercise
|
|
|
|
|
|
|
|
|
|
(a)
This option is fully vested on the date of grant and shall be
exercisable beginning one year from the date of grant, and
thereafter may be exercised in full or in part at any time or from
time to time during the term of the option, subject to the
provisions of Section 3 hereof.
|
|
|
|
|
|
|
|
|
|
(b)
This option shall not be assignable or transferable except by will
or the laws of descent and distribution except that, upon written
notice to the Company, Optionee may transfer this option to any
“family member” (as such term is used in 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.
|
Version
Effective December 18, 2006
1
|
|
|
(c)
During the lifetime of Optionee, the option shall be exercisable
only by Optionee, a transferee pursuant to a transfer permitted by
Section 2(b) above, or, if permissible under applicable law, by
Optionee’s or such transferee’s guardian or legal
representative.
|
|
|
|
|
|
|
|
(d)
Except as provided in Section 3 hereof, this option and all
rights and obligations hereunder shall expire seven (7) years
from the date of this Agreement.
|
|
|
|
|
|
3.
|
|
Effect of Death
|
|
|
|
|
|
|
|
If
Optionee shall die prior to the time this option is fully
exercised, the option may be exercised at any time within two years
after Optionee’s death by the personal representatives or
administrators of Optionee, or by any person or persons to whom
this option is transferred by will or the applicable laws of
descent and distribution, to the extent of the full number of
shares Optionee was entitled to purchase under this option on the
date of death and subject to the condit
|
|
