exv10w5






Exhibit 10.5




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:

RSU#:





SAP EMPLOYEE ID#:




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 (or such other vesting date as is provided in Section 10
below), 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. Workforce Protection. You understand that the Company has an important business interest in
preserving and retaining its relationships with its employees and its Affiliates’ employees
(collectively, the “Covered 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:






	 	(a)	 	Seek, encourage, solicit, or attempt to solicit any Covered Employee to leave
his or her employment for any reason or in any way interfere with his or her employment
relationship;






	 	(b)	 	Induce or attempt to induce any Covered Employee to accept employment with,
work for, render services or provide advice to or supply confidential business
information or trade secrets of the Company or its Affiliates to any other person or
entity; or






	 	(c)	 	Employ, or otherwise pay for services rendered by, any Covered Employee in any
other business enterprise.





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 Covered Employee where
the purpose or outcome of such action by you is to recruit, provide a reference or otherwise assist
a Covered Employee to leave his or her employment 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 Covered Employee initiates a discussion of this nature with you.
In that event, you agree to advise the Covered 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.




8. Tax Withholding.




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     (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 your residence address and notify the Company of any
changes to the same before any taxable event arises as a result of the Award (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:



(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



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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 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) If 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 this Award
shall become immediately vested in full. You hereby agree that any determination that your
employment has been terminated because of a long-term disability shall be subject to the written



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acknowledgment and agreement of the Company’s legal department made in its sole discretion.









	 	(c) 	 	If your employment with your Employer is terminated prior to the Scheduled Vest Date because of a
Divestiture, a Reduction in Force, or an employment separation event where you receive notice of
opportunity to participate in an ADC Telecommunications, Inc. severance plan, then a prorated
portion of this Award will vest on the earlier to occur of (i) the Scheduled Vest Date or (ii) a
Change of Control. The prorated number of units that shall become subject to vesting will be
calculated based on the following formula: (a) (the number of calendar days you were actively
employed following the Grant Date and through the Employment Termination Date divided by 1,095)
multiplied by (b) the Target Award Number. For example, if you were actively employed for 300
days, and if this Award covers 100 units, then you would become vested in 27 units (i.e. (300/1095)
x 100 = 27.4). On your Employment Termination Date, the portion of your Award that does not become
subject to future vesting will be forfeited and immediately
cancelled.
	 
	 	(d)	 	If your employment with your Employer is terminated prior to the Scheduled
Vest Date because of your Retirement, then this entire Award will vest on the earlier
to occur of the Scheduled Vest Date or a Change of Control. In the event of your
Retirement, any vesting of your Award is conditioned upon you complying with the
following non-competition restrictions: For one year following the effective date of
your Retirement from the Company, you may not, without the Company’s prior written
consent, directly or indirectly, for yourself or any other person or entity, as agent,
employee, officer, director, consultant, owner, principal, partner or material
shareholder, or in any other individual or representative capacity: (i) engage in or
participate in any activity that competes, directly or indirectly, with any Company
business, product or service that you engaged in, participated in, or had confidential
information (as described below) about during your employment or (ii) assist anyone in
engaging in any of the activities which you are prohibited from engaging in directly
in your own capacity. You specifically agree and acknowledge that the Company’s
business competes on a global basis and that this restriction is reasonable and will
apply throughout the global locations where the Company conducts business. To the
extent you and the Company at any time agree to enter into separate agreements
containing restrictions with different or inconsistent terms than those herein, you
and the Company acknowledge and agree that such different or inconsistent terms shall
not in any way affect or have relevance to the restrictions contained herein. By
accepting this Restricted Stock Unit Award Agreement, you agree that the provisions of
this non-competition restriction are reasonable and necessary to protect the
legitimate interests of the Company.





     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 (a) you are employed in a country on your Employment Termination Date that
on the Grant Date was not a member of the European Union and (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; or
(b) you are employed in a country on your Employment Termination Date that on the Grant
Date was a member of the European Union and you have at least 30 years of service (as
defined by the Company in its sole discretion for the purposes of this Award).
	 
	 	(2)	 	“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
	 
	 	(3)	 	“Competitor” 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.




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	 	(4)	 	“Reduction in Force” means a termination occurring as part of a position
elimination where an offer is made to the impacted employee to participate in ADC’s
general reduction in force or redundancy program.





11. 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.




12. 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,
then upon vesting of the Award, for each Share acquired, you shall receive the total number and
kind of securities or other property to which you would have been entitled had you owned the Shares
of record as of the date the stock dividend, stock split or consolidation or the like capital
adjustment occurred. For the avoidance of doubt, all new, substituted or additional securities or
other property to which you become entitled by reason of the immediately preceding sentence shall
be subject to forfeiture to the Company with the same force and effect as is the Award.




13. 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.




14. 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.




15. 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.




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16. Confidential Information.





	 	(a)	 	In further consideration of the grant of this Award, you specifically acknowledge
and agree you are bound to protect the Company’s confidential information which
includes but is not limited to proprietary information, confidential data and any other
representation of Company knowledge, whether verbal, printed, written or electronically
recorded or transmitted. This includes confidential information concerning any
technologies, concepts, engineering, sales and financial details, customer names and
information, pricing, business strategies and other related or similar confidential
data. You acknowledge that the obligation to protect the Company’s confidential
information continues after you leave the Company, regardless of the reason. You agree
to refrain from giving future employers any confidential information belonging to the
Company. This obligation to preserve confidential information exists independently of
and in addition to any obligation to which you are subject under the terms of the
Company’s Invention, Copyright and Trade Secret Agreement, or other similar document.






	 	(b)	 	You acknowledge that breach of this Section 16 would be highly injurious to
the Company, and the Company reserves its rights to pursue all available remedies,
including but not limited to equitable and injunctive relief and damages. You
specifically agree that the Company shall be entitled to obtain temporary and
permanent injunctive relief from a court of law to enforce the provisions of this
Section 16, and that such relief may be granted without the necessity of proving
actual damages and without necessity of posting any bond. This provision with respect
to injunctive relief shall not, however, diminish the right of the Company to claim
and recover damages or to seek and obtain any other relief available to it. You
further acknowledge that this Section 16 shall be enforceable by the Company even if
no portion of this Award becomes vested.





17. 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 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 Global
Rewards — Stock 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 Global Rewards — Stock 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 Global Rewards — Stock Group.




Very truly yours,




	 	 	 	 	 
	ADC TELECOMMUNICATIONS, INC.

 	 
	
 	 
	Vice President and General Counsel 	 
	 	 
	 




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