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Exhibit 10-kk    
  


 
 

ADC EXECUTIVE STOCK OWNERSHIP PROGRAM
  (January 2002)    



Overview  


        The ADC Executive Stock Ownership Policy specifies ownership levels expected of ADC officers and encouraged for other top executives. It also provides additional
stock options as part of December annual grants for executives who had adequate ownership as of the previous November 15. This description of the program is updated in
light of the stock price of ADC stock during the ten trading days ending November 1, 2001, the inclusion of 401(k) Excess Plan ADC stock account holdings for the determination of ownership
level, the elimination of past participant grand-fathering, and the current plan to provide annual grants for fiscal year 2003 as of mid-December 2002.



Objective  



	•
	Encourage
top management to maintain a significant, long-term ownership position in ADC stock, thus strengthening the alignment with
shareholder's interest.



	•
	Recognizing
that owning a significant portion of one's portfolio in ADC stock incurs an above-average risk, this program provides a direct incentive to
foster ownership. 




Eligibility  


        Eligibility for this program is confined to ADC executives in jobs at salary grade 20 or higher as of the October 1 immediately preceding the annual stock
option grant date and through that grant date. Although eligibility defines on-going program participation, an executive will only receive the benefit of the additional number of stock
options at the annual grant if they would normally receive an annual grant in December of that year. For example, a new hire in August is not eligible for an annual grant until the December of the
following year. 


Ownership Targets  



	CEO	 	4 × base salary
	Grades 23 & above	 	2 × base salary
	Grades 20-22	 	1.5 × base salary






        These
ownership targets should be achieved by the end of a four-year time period, measured from the first date that the participant is in an eligible position at ADC. In the
case of employment with an acquired company, the measurement date will begin no earlier than the date of acquisition. 


        It
is especially important that the officers of the company obtain the target ownership levels. Therefore, these targets are expected of officers; while for other executives achievement
of the target is simply encouraged and generates the opportunity for larger stock option grants. 



        ADC
equity ownership programs will generally provide officers with adequate opportunity to achieve the ownership targets. Examples of such programs are the stock option and stock
purchase programs. If the programs do not (e.g., stock options all underwater), understanding will be shown to the officer who does not achieve the ownership target. On the other hand, the
Compensation and Organization
Committee of the Board will look very unfavorably at a situation in which an officer has not met the target and has instead sold their shares upon the exercise of stock options. 


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        With
the same consideration in mind, it should be apparent that there is adequate progress being made to reach the target. More specifically, "adequate progress" is defined as the
expectation that the officer will have an ownership position equal to at least one-fourth of the full target ownership position for each full year of service in an eligible position(s). As
noted later, an enhancement to the annual stock options grant will not occur until the full targeted ownership exists. 



Measurement of Ownership Targets and Achievement  


        Ownership will include ADC common stock acquired and currently held through stock option exercises, direct market purchases, 401(k) ADC stock fund, 401(k) ADC
stock fund account, stock purchase plan holdings, and vested shares from restricted stock grants. Ownership must be in the employee's name, not solely in the name of other family members. Unexercised
stock options are not deemed as owned for purposes of this program. 


        The
ownership level is measured as the value of ADC stock owned. Since stock prices fluctuate daily, an imputed price per share is defined for each fiscal year to calculate ownership
value and, therefore, ownership expectations for that year. This imputed value of a share of ADC stock equals the higher of the average closing market value during two periods: (1) the ten
trading days ending on the first trading day of the fiscal year and (2) the ten trading days ending on May 1 of the fiscal year. 


        Here
is an example for FY2002: 



	•
	Ownership
target = 1.5 × salary



	•
	Salary
as of October 1, 2002 = $100,000



	•
	Average
stock price for the ten trading days ending on the November 1, 2001 = $4.799



	•
	Average
(hypothetical) stock price for the ten trading days ending May 1, 2002 = $5.50



	•
	Minimum
shares needed to reach ownership target = 1.5 × $100,000/$5.50 = 27,273 shares as of the November 15,
2002 




        This
is a substantially greater number of shares than were needed for the FY02 annual grant since the stock price near the beginning of FY01 was over $20 per share. Therefore, the
executive might not satisfy this ownership target for the purposes of a December 2002 (FY03) annual grant even if they did for the previous annual grant cycle. 


Program Operation  


        ADC will notify eligible participants in May of the ownership requirement to be achieved by November 15 of that fiscal year in order to obtain an
enhancement to their stock option grant. This requirement is a function of the target ownership salary multiple, the participant's salary as of October 1, and the imputed value per ADC share as
previously defined. 


        By
October 10 another reminder will be provided to participants, incorporating any salary increase since the last notice. At that time, each participant will be asked to supply
information regarding actual ownership level. Eligible participants will be required to respond with the ADC stock ownership information by November 15. 


Ownership Award  


        Participants who have provided the necessary ownership information in a timely manner and who have achieved or exceeded the full stock ownership target for their
position as of the November 15 immediately preceding the annual grant will have their stock option grant adjusted upward 20% from the guideline midpoint amount if they receive the annual grant. 


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Continued Ownership Expectation  


        Any participant receiving an enhanced annual option grant is expected to hold ADC stock at least equal to the number of shares that was required for that annual
grant enhancement for at least one year after the grant. If this targeted ownership level is not maintained for the full year after the annual
grant, a reduction will be made to the next annual grant. The executive is responsible for notifying ADC of a decrease in ownership below this level. 


Plan Amendment and Termination  


        ADC reserves the right to terminate or amend this program prospectively or retrospectively and without prior notice. This program is not a contract of employment
or guarantee thereof. 


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Exhibit 10-kk


ADC EXECUTIVE STOCK OWNERSHIP PROGRAM (January 2002)