EX-10.9






Exhibit 10.9




NOTICE TO U.S. TAX RESIDENTS:








VESTING OF THIS PERFORMANCE CASH 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
UNITS THAT BECOME VESTED. ON SUCH DATE WHEN VESTING OCCURS AND AS A CONDITION TO THE CASH
PAID 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 CASH
PAID 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

CASH UNIT AWARD AGREEMENT




TO:



					
	 	 	 	 	 
	PCU#:
	 	SAP EMPLOYEE ID#:
	 	 





To encourage your continued employment with ADC Telecommunications, Inc. (the “Company”) or its
Affiliates, you have been granted this restricted cash unit award (the “Award”) pursuant to the
Company’s 2008 Global Stock Incentive Plan (the “Plan”). The Award represents the right to receive
a cash award subject to the fulfillment of the vesting conditions set forth in this agreement and
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:                      (the “Grant Date”)



2. Number of Restricted Cash Units Subject to this Award:                      (the “Target Award
Number”).



3. Vesting Schedule: Subject to the other terms and conditions of this Agreement and the Plan, the
Award will vest, in accordance with, and to the extent provided in, Exhibit A, on                     
provided you have been continuously employed since the Grant Date by the Company or 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 Cash Units and Payment. 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, a cash payment in U.S. dollars converted to your local currency at the then
current exchange ratio (if applicable) as published on the Scheduled Vesting Date in the Wall




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Street Journal (U.S. Midwest Edition) and equivalent to the number of units provided in Exhibit A.
The
Company will pay that cash (rounded down to the nearest whole USD or foreign equivalent) to you as
soon as administratively feasible following any vesting of the Award and your agreement to satisfy
any required tax withholding obligations. No fractional amounts shall be issued under this
Agreement. No Cash shall be paid upon vesting of the Award unless such issuance complies with all
relevant provisions of law. 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 cash is delivered to you, including but not limited to payment through local or corporate
payroll entities as 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 10(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. 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:





	 	(a)	 	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;
	 
	 	(b)	 	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
	 
	 	(c)	 	Employ, or otherwise pay for services rendered by, any employee of the Company
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 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.




					
	 	 	 	 	 
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7. Right to Units. You shall not have any right in, to or with respect to any payment of cash
under the Award until the Award is settled by the payment of cash to you.




8. 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 payment of cash; 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.




(b) You authorize the Company to withhold any Tax-Related Items in accordance with this
Agreement from any cash payment made to you as a result of vesting of the Award. If the
withholding obligations relating to Tax-Related Items are not satisfied by such withholding,
you authorize your Employer to withhold all such obligations from your wages or other cash
compensation that may be payable 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.





(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 Award
shall become immediately vested with respect to the number of units equal to the Target
Award Number 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 Common Stock organized, appointed or established for, or pursuant to the
terms of, any such plan;






					
	 	 	 	 	 
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	 	(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 will become immediately vested based on the following formula: (1) (i)
a fraction the numerator of which is the number of calendar days you were actively
employed during the entire vesting period and the denominator of which is 1,095 (the
“Pro Rata Fraction”) multiplied by (ii) a number equal to 75% of the Target Award
Number, plus (2) (i) the Pro Rata Fraction multiplied by (ii) a number equal to 25% of
the Target Award Number. For example, if you were actively employed for 500 days during
the vesting period, and if this Award covers 100 units, then you would become vested in
45 units (i.e. ((500/1,095) x 100 x 0.75) + (500/1,095) x 100 x 0.25) = 45.6).






					
	 	 	 	 	 
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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)	 	If your employment with your Employer is terminated prior to the Scheduled Vest
Date because of your Retirement, 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. If a Change in Control does not occur prior to the Scheduled Vest Date, then
this Award will only vest if and to the extent the economic performance criteria set
forth on Exhibit A are deemed satisfied pursuant to and in accordance with the terms of
this Award. Subject to the vesting conditions set forth on Exhibit A, the number of
units subject to vesting will be calculated in the same manner as in (b) above. For
example, if you were actively employed for 500 days during the vesting period, this
Award covers 100 units, the One-Year Adjusted EPS was 92% of the One-Year Adjusted EPS
Target and the Three-Year Adjusted EPS was 117% of the Three-Year Adjusted EPS Target
(as each of those terms is defined in Exhibit A), then you would become vested in 65
units (i.e. ((500/1,095) x (75/2 + (7 x .03333 x 100)) + ((500/1,095) x (25 + (17 x
        .03333 x 100)) = 65.0). On your Employment Termination Date, the portion of your Award
that does become subject to vesting will be forfeited and immediately cancelled.
	 
	 	(d)	 	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 units 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 (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.
	 
	 	(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.






					
	 	 	 	 	 
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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,
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.



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 type
and amount of benefits 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 units subject to
the Award is unknown and cannot be predicted with certainty, (h) neither the Plan, the Award, the
issuance of the units nor the payment of Cash 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 units 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.



16. Confidential Information





	 	(a)	 	In further consideration of the grant of this Award, the Awardee specifically
acknowledges and agrees that Awardee is 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






					
	 	 	 	 	 
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	 	 	 	similar confidential data. Awardee acknowledges that the obligation to protect the
Company’s confidential information continues after Awardee leaves the Company,
regardless of the reason. Awardee agrees 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 the Awardee is subject under the terms of the Company’s Invention,
Copyright and Trade Secret Agreement, or other similar document.
	 
	 	(b)	 	The Awardee acknowledges 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.
The Awardee specifically agrees 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. The Awardee
further acknowledges 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, 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 cash 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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