exv10wgg



 






Exhibit 10-gg




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
B 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 PERFORMANCE
BASED



RESTRICTED
STOCK UNIT AWARD AGREEMENT




	 	 	 
	TO: «FIRST_NAME» «LAST_NAME»

	 	STOCK PROGRAM ID#:«ID»
	RSU#:«NUM»

	 	SAP EMPLOYEE ID#: «SAP_Nbr»





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 Exhibits A and B 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: ____________, 200_ (the “Grant Date”)




2. Number of Restricted Stock Units Subject to this Award: «SHARES_GRANTED»



3. Vesting Schedule: Subject to the other terms and conditions of this Agreement and the Plan, the
Award will vest on the later of (a) three years from the Grant Date or (b) January 9, 20___;
provided that you have been continuously employed since the Grant Date by the Company and its
Affiliates and the economic performance criteria set forth on Exhibit A (the “Economic Performance
Criteria”) are met by the Company. 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



Version
effective December 15, 2005


 









 




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.





(a) For all purposes of this Agreement, the term “Employment Termination Date” shall mean
the earlier of:




	 	(i)	 	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
	 
	 	(ii)	 	the date, as determined by the Company, that your employer is
no longer an Affiliate of the Company.






(b) 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.




(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, 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.




7. Tax Withholding.





(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
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



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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 of the combined voting power of the
Company’s then outstanding securities, determined in accordance with Rule
13d-3, excluding, however, any securities acquired directly from the Company
(other than an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly from the
Company); however, that for purposes of this clause the term “person” shall not
include the Company, any subsidiary of the Company or any employee benefit plan
of the Company or of any subsidiary of the Company or any entity holding shares
of





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	 	 	 	Common Stock organized, appointed or established for, or pursuant to the
terms of, any such plan;






	 	(iii)	 	the Continuing Directors cease to constitute a majority of the
Company’s Board of Directors;
	 
	 	(iv)	 	consummation of a reorganization, merger or consolidation of,
or a sale or other disposition of all or substantially all of the assets of,
the Company (a “Business Combination”), in each case, unless, following such
Business Combination, (A) all or substantially all of the persons who were the
beneficial owners of the Company’s outstanding voting securities immediately
prior to such Business Combination beneficially own voting securities of the
corporation resulting from such Business Combination having more than fifty
percent (50%) of the combined voting power of the outstanding voting
securities of such resulting Corporation and (B) at least a majority of the
members of the Board of Directors of the corporation resulting from such
Business Combination were Continuing Directors at the time of the action of
the Board of Directors of the Company approving such Business Combination;
	 
	 	(v)	 	approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company; or
	 
	 	(vi)	 	the majority of the Continuing Directors determine in their
sole and absolute discretion that there has been a change in control of the
Company.
	 
	 	(vii)	 	the definition of “Change in Control” is subject to changes as
may be determined by the Committee as necessary to comply with the requirements
of Section 409A of the Internal Revenue Code, as added by the American Jobs
Creation Act.






	 	(2)	 	“Continuing Director” shall mean any person who is a member of the Board of
Directors of the Company, while such person is a member of the Board of Directors, who
is not an Acquiring Person (as defined below) or an Affiliate or Associate (as defined
below) of an Acquiring Person, or a representative of an Acquiring Person or of any
such Affiliate or Associate, and who (i) was a member of the Board of Directors on the
date of this Agreement as first written above or (ii) subsequently becomes a member of
the Board of Directors, if such person’s initial nomination for election or initial
election to the Board of Directors is recommended or approved by a majority of the
Continuing Directors. For purposes of this subparagraph (b), “Acquiring Person” shall
mean any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) who or which, together with all Affiliates and Associates of such person, is 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 of the combined voting power of the Company’s then outstanding securities, but
shall not include the Company, any subsidiary of the Company or any employee benefit
plan of the Company or of any subsidiary of the Company or any entity holding shares of
Common Stock organized, appointed or established for, or pursuant to the terms of, any
such plan; and “Affiliate” and “Associate” shall have the respective meanings ascribed
to such terms in Rule 12b-2 promulgated under the Exchange Act.






(b) In the event your employment with your Employer is terminated prior to the Scheduled
Vest Date because of your death or long-term disability, then on your Employment Termination
Date a portion of this Award shall become immediately vested in accordance with the
following schedule:




	 	•	 	If your Employment Termination Date is two years or less but more than one year
before your Scheduled Vest Date, then one-third of the restricted stock units
(rounded down to the nearest whole unit) subject to this Award shall vest; and
	 
	 	•	 	If your Employment Termination Date is one year or less before your Scheduled
Vest Date, then two-thirds of the restricted stock units (rounded down to the
nearest whole unit) subject to this Award shall vest.





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On your Employment Termination Date the portion of your Award that does not vest will be
forfeited and immediately cancelled. You hereby agree that any determination that your
employment has been terminated because of a long-term disability shall be subject to the
written acknowledgment and agreement of the Company’s legal department made in its sole
discretion.




(c) In the event your employment with your Employer is terminated prior to the Scheduled
Vest Date either because of (i) your Retirement, (ii) an Elimination of an Employment
Position or (iii) a Divestiture, then on the Scheduled Vest Date a portion of this Award
shall become vested in accordance with the following schedule (“Portional Vesting”) if the
Economic Performance Criteria are met by the Company:




	 	•	 	If your Employment Termination Date is two years or less but more than one year
before your Scheduled Vest Date, then one-third of the restricted stock units
(rounded down to the nearest whole unit) subject to this Award shall vest; and
	 
	 	•	 	If your Employment Termination Date is one year or less before your Scheduled
Vest Date, then two-thirds of the restricted stock units (rounded down to the
nearest whole unit) subject to this Award shall vest.






In the event of your Retirement, any vesting of your Award also will be conditioned upon you
not accepting employment with any Competitor of the Company at any time on or prior to the
sooner of one year after your Employment Termination Date and the Scheduled Vest Date.
Prior to the delivery of any shares to you pursuant to Section 4 of this Agreement, the
satisfaction of this condition must be evidenced by your execution of a written
representation in a form prepared by, and reasonably acceptable to, the Company that such
condition has been met by you. For the purposes of this Agreement, the following terms
shall have the following meanings:




	 	(1)	 	“Retirement” shall mean the voluntary termination of your employment with your
Employer if on your Employment Termination Date (i) you are at least 55 years old, and
(ii) your age in years plus your years of service (as defined by the Company in its
sole discretion for the purposes of this Award) equals at least 65;
	 
	 	(2)	 	“Elimination of Employment Position” shall mean your employment with your
Employer is involuntarily terminated pursuant to a reduction in force undertaken by the
Company or one or more of its Affiliates;
	 
	 	(3)	 	“Divestiture” shall mean the sale or transfer of the business that employs you
by the Company such that either (i) for any period of time immediately after the moment
the divestiture closes you are an Employee of such business but are no longer employed
by the Company or an Affiliate of the Company, or (ii) there has been an involuntary
termination of your employment with your employer both in connection with and prior to
the closing of the sale or transfer of such business; and
	 
	 	(4)	 	“Competitor of the Company” shall mean any person or entity who is, or is
actively planning to engage in, the design, manufacture, sale, distribution or
servicing of any products or services that are sold in competition with any of the
products or services of the Company and its Affiliates at any time while you are
employed by such person or entity.






(d) Notwithstanding sub-paragraph (c), if the Company, in its sole discretion, determines it
necessary or appropriate with respect to your Award, then the calculation of the Portional
Vesting described above with respect to the termination of your employment prior to the
Scheduled Vesting Date because of Retirement, Elimination of Employment Position or
Divestiture may be altered. In such an event, upon your Employment Termination Date a
portion of this Award shall become vested in accordance with the following schedule:




	 	•	 	If your Employment Termination Date is two years or less but more than one year
before your Scheduled Vest Date, then one-third of the restricted stock units
(rounded down to the nearest whole unit) subject to this Award shall vest if the
Company has achieved the Economic Performance Criteria for its fiscal year ended
October 31, 2006; and





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	 	•	 	If your Employment Termination Date is one year or less before your Scheduled
Vest Date, then two-thirds of the restricted stock units (rounded down to the
nearest whole unit) subject to this Award shall vest if the Company has achieved
the Economic Performance Criteria for its fiscal years ended October 31, 2006 and
2007.






If the Company alters your Portional Vesting as provided immediately above, then on your
Employment Termination Date the portion of your Award that does not vest will be forfeited
and immediately cancelled.


10. Further Acts. You agree to execute and deliver any additional documents and to perform any
other acts necessary to give full force and effect to the terms of this Agreement.



11. New, Substituted or Additional Securities. In the event of any stock dividend, stock split or
consolidation or any like capital adjustment of any of the outstanding securities of the Company,
all new, substituted or additional securities or other property to which you become entitled by
reason of the Award shall be subject to forfeiture to the Company with the same force and effect as
is the Award immediately prior to such event.



12. Severability. In the event that any provision of this Agreement is deemed to be invalid or
unenforceable, the remaining provisions shall nevertheless remain in full force and effect without
being impaired or invalidated in any way.



13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of Minnesota without regard to conflict of laws principles. By accepting this Award,
you agree to submit to the jurisdiction of any state or federal court sitting in Minneapolis,
Minnesota, in any action or proceeding arising out of or relating to this Agreement or the Award,
and agree that all claims in respect of the action or proceeding may be heard and determined in any
such court. You also agree not to bring any action or proceeding arising out of or relating to
this Agreement in any other court. You hereby waive any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waive any bond, surety, or other security
that might be required of the Company or any of its Affiliates with respect thereto. You further
agree that a final judgment in any action or proceeding so brought shall be conclusive and may be
enforced by suit on the judgment or in any other manner provided by law or in equity.



14.
Limitation on Rights; No Right to Future Grants; Extraordinary
Item. By entering into this
Agreement and accepting the Award, you acknowledge that: (a) the Plan is discretionary and may be
modified, suspended or terminated by the Company at any time as provided in the Plan; (b) the grant
of the Award is a one-time benefit and does not create any contractual or other right to receive
future grants of awards or benefits in lieu of awards; (c) all determinations with respect to any
such future grants, including, but not limited to, the times when awards will be granted, the
number of shares subject to each award, the award price, if any, and the time or times when each
award will be settled, will be at the sole discretion of the Company; (d) your participation in the
Plan is voluntary; (e) the value of the Award is an extraordinary item which is outside the scope
of your employment contract, if any; (f) the Award is not part of normal or expected compensation
for any purpose, including without limitation for calculating any severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments; (g) the future value of the Shares subject to the Award is
unknown and cannot be predicted with certainty, (h) neither the Plan, the Award nor the issuance of
the Shares confers upon you any right to continue in the employ of (or any other relationship with)
the Company or any of its Affiliates, nor do they limit in any respect the right of the Company or
any of its Affiliates to terminate your employment or other relationship with the Company or any of
its Affiliates, as the case may be, at any time, (i) no claim or entitlement to compensation or
damages arises from termination of the Award which results from the termination of your employment
by the Company or your Employer (for any reason and whether or not in breach of contract) or any
diminution in value of the Award or Shares issued pursuant to the Award and you irrevocably release
the Company and its Affiliates from any such claim that may arise, (j) you consent to the delivery
by electronic means of any notices, documents or election forms related to the Award, the Plan or
future grants under the Plan, if any, and (k) notwithstanding any terms or conditions of the Plan
to the contrary, in the event of involuntary termination of your employment (whether or not in
breach of local labor laws), your right to receive Awards under the Plan, if any, will terminate on
the Employment Termination Date.



15. Data Privacy Consent. You hereby consent to the collection, use and transfer, in electronic or
other form, of your personal data as described in this Agreement by and among, as applicable, the
Company




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and its Affiliates for the exclusive purpose of implementing, administering and managing
your participation in the Plan.



You understand that the Company and its Affiliates hold certain personal information about you,
including, but not limited to, your name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title, any shares of
stock or directorships held in the Company or its Affiliates, and details of all Awards to you
under the Plan, for the purpose of implementing, administering and managing the Plan (“Data”). You
understand that Data may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located in your country of
residence or elsewhere, and that the recipient’s country may have different data privacy laws and
protections than your country of residence. You may request a list with the names and addresses of
any potential recipients of the Data by contacting ADC’s HR Stock Compensation Group. You
authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for
the purposes of implementing, administering and managing your participation in the Plan, including
any requisite transfer of such Data as may be required to a broker or other third party with whom
you may elect to deposit any Shares acquired upon settlement of the Award. You understand that
Data will be held only as long as is necessary to implement, administer and manage your
participation in the Plan and that you may, at any time, view Data, request additional information
about the storage and processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing ADC’s HR Stock
Compensation Group. You understand, however, that refusing or withdrawing your consent may affect
your ability to participate in the Plan. For more information on the consequences of your refusal
to consent or withdrawal of consent, you may contact ADC’s HR Stock Compensation Group.



16. Execution of Award Agreement. Please acknowledge your acceptance of the terms and conditions
of the Award by signing one copy of this Agreement and returning it to ADC’s HR Stock Compensation
Group at the address listed below. IF YOU DO NOT RETURN AN EXECUTED COPY OF THIS AGREEMENT TO
ADC’S HR STOCK COMPENSATION GROUP WITHIN SIXTY (60) DAYS OF THE MAIL DATE OF THIS AGREEMENT, YOU
WILL BE DEEMED TO HAVE REJECTED THIS AWARD AND YOU WILL HAVE NO FURTHER RIGHTS WITH RESPECT TO THE
AWARD.




	 	 	 
	Very truly yours,
	 	 
	 
	 	 
	ADC TELECOMMUNICATIONS, INC.
	 	 
	 
	 	 
	/s/ J D Pflaum
	 	 
	 

Vice President and General Counsel

	 	 






ACCEPTANCE AND ACKNOWLEDGMENT



I accept the Restricted Stock Unit Award described in this Agreement and in the Plan, and
acknowledge receipt of a copy of this Agreement, the Plan and the Plan Prospectus, and acknowledge
that I have read them carefully and that I fully understand their contents.




	 	 	 
	 

	 	 
	«FIRST_NAME» «LAST_NAME»

	 	Dated:






	 	 	 
	 

Government/Tax Payer #

	 	 






	 	 	 	 	 
	Address
	 	 	 	 
	 

	 	 

	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 





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Return to ADC’s HR Stock Compensation Group as follows:




Postal Mail:

ADC

Attn: Stock Compensation Program, MS 56

P.O. Box 1101

Minneapolis, MN 55440-1101 USA




Express Mail:

ADC

Attn: Stock Compensation Program, MS 56

13625 Technology Drive

Eden Prairie, MN 55344 USA




Facsimile:

ADC

Attn: Stock Compensation Program

+1-952-238-1525




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