Exhibit 10-z**NOTICE**
**VESTING OF THIS RESTRICTED STOCK UNIT AWARD WILL BE A TAXABLE EVENT AND WILL RESULT IN THERECOGNITION BY YOU OF ORDINARY INCOME IN AN AMOUNT EQUAL TO THE FAIR MARKET VALUE OF THESHARES UNDERLYING THIS RESTRICTED STOCK UNIT AWARD THAT BECOME VESTED. ON SUCH DATE WHENVESTING OCCURS AND AS A CONDITION TO THE SHARES BEING RELEASED TO YOU, THE COMPANY MUSTCOLLECT ALL REQUIRED INCOME, SOCIAL AND OTHER PAYROLL TAX WITHHOLDING FROM YOU BASED UPONSUCH FAIR MARKET VALUE.****ADC TELECOMMUNICATIONS, INC.****THREE-YEAR RESTRICTED STOCK UNIT CEO AWARD AGREEMENT**   TO: STOCK PROGRAM ID#:RSU#: SAP EMPLOYEE ID#:To encourage your continued employment with ADC Telecommunications, Inc. (the “Company”) or itsAffiliates, you have been granted this restricted stock unit award (the “Award”) pursuant to theCompany’s Global Stock Incentive Plan (the “Plan”). The Award represents the right to receiveshares of Common Stock of the Company subject to the fulfillment of the vesting conditions setforth in this agreement (the “Agreement”).The terms of the Award are as set forth in this Agreement and in the Plan. The Plan isincorporated into this Agreement by reference, which means that this Agreement is limited by andsubject to the express terms and provisions of the Plan. In the event of a conflict between theterms 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 thePlan. The terms of the Award are as follows:**1. Grant Date:**                                        , 200                     (the “Grant Date”)**2. Number of Restricted Stock Units Subject to this Award:****3. Vesting Schedule:**Subject to the other terms and conditions of this Agreement and the Plan, theAward will vest                                         , 20                    , provided that you have been continuously employed since theGrant Date by the Company and its Affiliates. The day on which your Award is scheduled to vestpursuant 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 theAward, upon the Scheduled Vest Date, you shall receive, in accordance with the terms and provisionsof 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 feasiblefollowing any vesting of the Award and your satisfaction of any required tax-withholdingobligations. No fractional shares shall be issued under this Agreement. No Shares shall be issuedupon vesting of the Award unless such issuance complies with all relevant provisions of law and therequirements of any stock exchange upon which the Shares are then listed. You understand that yourparticipation in the Plan is conditioned on the Company obtaining all necessary orders, decisions,rulings and approvals from the relevant governmental regulatory authorities. The Company reservesthe right to determine the manner in which the Shares are delivered to you, including but notlimited to delivery by direct registration with the Company’s transfer agent or delivery to abroker designated by the Company.Version Effective December 18, 2006
 

 
**5. Termination of Employment.**(a) For all purposes of this Agreement, the term “Employment Termination Date” shall meanthe earlier of: (i) the date, as determined by the Company, that you are no longeractively employed by the Company or an Affiliate of the Company, and in thecase of an involuntarily termination, such date shall not be extended by anynotice period mandated under local law (e.g., active employment would notinclude a period of “garden leave” or similar period pursuant to local law); or  (ii) the date, as determined by the Company, that your employer isno longer an Affiliate of the Company.(b) Except as provided in Sections 9(a) and (b), if your Employment Termination Date occursbefore the Scheduled Vest Date, the entire unvested portion of the Award as of yourEmployment Termination Date shall be forfeited and immediately cancelled.(c) The Compensation Committee of the Company’s Board of Directors (the “Committee”) shallhave 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 or rights with respect to cash dividends paid by the Company on sharesof its Common Stock or any other rights whatsoever) issuable under the Award until the Award issettled by the issuance of such Shares to you.**7. Tax Withholding.**(a) Regardless of any action the Company or your employer (the “Employer”) takes withrespect to any or all income tax, social insurance, payroll tax or other tax-relatedwithholding (“Tax-Related Items”), you acknowledge that the ultimate liability for allTax-Related Items legally due by you is and remains your responsibility and that Companyand/or your Employer: (1) make no representations or undertakings regarding the treatmentof 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 suchvesting and the receipt of any dividends or dividend equivalents (if any); and (2) do notcommit to structure the terms of the Award or any aspect of the Award to reduce or eliminateyour liability for Tax-Related Items.As a condition and term of this Award, no election under Section 83(b) of the United StatesInternal 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 sucharrangements as the Company or its Affiliates may permit or require for the satisfaction oftax 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 inconnection with such event (the “Tax Withholding Obligation”). **In connection withfulfilling your Tax Withholding Obligation, you must provide to the Company your residenceaddress and notify the Company of any changes to the same before any taxable event arises asa result of the Award (the “Tax Withholding Information”). In the event you fail to timelyand accurately meet your obligations regarding the provision and maintenance of TaxWithholding Information, then the Company may, in its sole discretion, cancel your right toreceive any of the Shares that are subject to this Award.**The Tax Witholding Informationshould be sent to ADC’s Stock Compensation Program address listed on the last page of thisAgreement. If permitted by the Company, you may satisfy your Tax Withholding Obligation inone of the following two ways:
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 (i) Direct Payment: you may elect to satisfy your TaxWithholding 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 theAward, a wire transfer or certified or cashier’s check payable to the Companyin U.S. dollars equal to the amount of the Tax Withholding Obligation, asdetermined by the Company. This is referred to as a “Cash Payment Election”;or  (ii) Share Withholding: you may elect to have the Companyretain 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 vestingthat is sufficient to satisfy your Tax Withholding Obligation. This isreferred to as a “Share Withhold Election.”The Company reserves the right to specify from time-to-time which of the foregoing twoelections will be available and to specify the time and manner for making an election. Ifno election is made by you or if you make a Cash Payment Election and fail to deliver therequired funds to the Company on a timely basis, then the Company may, in its solediscretion, require a Share Withhold Election. Your acceptance of this Award constitutesyour consent and authorization for the Company to take such action as may be necessary toeffectuate either such election.(c) The Company may refuse to issue any Shares to you until you satisfy any Tax WithholdingObligation.(d) If your Tax Withholding Obligation is not satisfied by the means described above, youauthorize your Employer to withhold all such obligations from your wages or other cashcompensation paid to you by your Employer.**8. Transfer of Award.**Your rights under the Award may not be sold, assigned, transferred, pledgedor disposed of in any way, except by will or by the laws of descent and distribution.**9. Acceleration of Scheduled Vest Date.**(a) In the event of a “Change in Control” of the Company both prior to the Scheduled Dateand while you remain employed by the Company or any of its Affiliates, then the entire Awardshall become immediately vested on the effective date of such Change in Control. Forpurposes of this Agreement, the following terms shall have the following meanings: (i) “Change in Control” shall mean: **•** a change in control of the Company of a nature that would berequired to be reported in response to Item 6(e) of Schedule 14A ofRegulation 14A promulgated under the U.S. Securities Exchange Act of1934, as amended (the “Exchange Act”), whether or not the Company isthen subject to such reporting requirement;  **•** the public announcement (which, for purposes of this definition,shall include, without limitation, a report filed pursuant to Section13(d) of the Exchange Act) by the Company or any “person” (as such termis used in Sections 13(d) and 14(d) of the Exchange Act) that suchperson has become the “beneficial owner” (as defined in Rule 13d-3promulgated under the Exchange Act), directly or indirectly, ofsecurities of the Company representing twenty percent (20%) or more ofthe combined voting power of the Company’s then outstanding securities,determined in accordance with Rule 13d-3, excluding, however, anysecurities acquired directly from the Company (other than anacquisition by virtue of the exercise of a conversion privilege unlessthe security being so converted was itself acquired directly from theCompany); however, that for
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   purposes of this clause the term “person” shall not include the Company,any subsidiary of the Company or any employee benefit plan of the Companyor of any subsidiary of the Company or any entity holding shares ofCommon Stock organized, appointed or established for, or pursuant to theterms of, any such plan; **•** the Continuing Directors cease to constitute a majority of theCompany’s Board of Directors;  **•** consummation of a reorganization, merger or consolidation of, or asale or other disposition of all or substantially all of the assets of,the Company (a “Business Combination”), in each case, unless, followingsuch Business Combination, (A) all or substantially all of the personswho were the beneficial owners of the Company’s outstanding votingsecurities immediately prior to such Business Combination beneficiallyown voting securities of the corporation resulting from such BusinessCombination having more than fifty percent (50%) of the combined votingpower of the outstanding voting securities of such resultingCorporation and (B) at least a majority of the members of the Board ofDirectors of the corporation resulting from such Business Combinationwere Continuing Directors at the time of the action of the Board ofDirectors of the Company approving such Business Combination;  **•** approval by the shareholders of the Company of a completeliquidation or dissolution of the Company; or  **•** the definition of “Change in Control” is subject to changes as maybe determined by the Committee as necessary to comply with therequirements of Section 409A of the Internal Revenue Code, as added bythe American Jobs Creation Act.(ii) “Continuing Director” shall mean any person who is a member of the Board ofDirectors 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 (asdefined below) of an Acquiring Person, or a representative of an Acquiring Person orof any such Affiliate or Associate, and who (x) was a member of the Board ofDirectors on the date of this Agreement as first written above or (y) subsequentlybecomes a member of the Board of Directors, if such person’s initial nomination forelection or initial election to the Board of Directors is recommended or approved bya 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 andAssociates of such person, is the “beneficial owner” (as defined in Rule 13d-3promulgated under the Exchange Act), directly or indirectly, of securities of theCompany representing twenty percent (20%) or more of the combined voting power ofthe Company’s then outstanding securities, but shall not include the Company, anysubsidiary of the Company or any employee benefit plan of the Company or of anysubsidiary 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 suchterms in Rule 12b-2 promulgated under the Exchange Act.(b) In the event your employment with your Employer is terminated prior to the ScheduledVest date because of your (i) death or (ii) long-term disability, then on the Scheduled VestDate a portion of this Award shall become vested in accordance with the following schedule:
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 **•** If your Employment Termination Date is two years or less but more than oneyear before your Scheduled Vest Date, then one-third of the restricted stockunits (rounded down to the nearest whole unit) subject to this Award shallvest;  **•** If your Employment Termination Date is one year or less before yourScheduled Vest Date, then two-thirds of the restricted stock units (roundeddown to the nearest whole unit) subject to this Award shall vest;On your Employment Termination Date the portion of your Award that does not vest will beforfeited and immediately cancelled. You hereby agree that any determination that youremployment has been terminated because of a long-term disability shall be subject to thewritten acknowledgement and agreement of the Company’s legal department made in its solediscretion.**10. Further Acts.**You agree to execute and deliver any additional documents and to perform anyother 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 orconsolidation 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 byreason of the Award shall be subject to forfeiture to the Company with the same force and effect asis the Award immediately prior to such event.**12. Severability.**In the event that any provision of this Agreement is deemed to be invalid orunenforceable, the remaining provisions shall nevertheless remain in full force and effect withoutbeing impaired or invalidated in any way.**13. Governing Law.**This Agreement shall be governed by and construed in accordance with the lawsof 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 anysuch court. You also agree not to bring any action or proceeding arising out of or relating tothis Agreement in any other court. You hereby waive any defense of inconvenient forum to themaintenance of any action or proceeding so brought and waive any bond, surety, or other securitythat might be required of the Company or any of its Affiliates with respect thereto. You furtheragree that a final judgment in any action or proceeding so brought shall be conclusive and may beenforced 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; ExtraordinaryItem.** By entering intothis Agreement and accepting the Award, you acknowledge that: (a) the Plan is discretionary and maybe modified, suspended or terminated by the Company at any time as provided in the Plan; (b) thegrant of the Award is a one-time benefit and does not create any contractual or other right toreceive future grants of awards or benefits in lieu of awards; (c) all determinations with respectto 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 wheneach award will be settled, will be at the sole discretion of the Company; (d) your participationin the Plan is voluntary; (e) the value of the Award is an extraordinary item which is outside thescope of your employment contract, if any; (f) the Award is not part of normal or expectedcompensation 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 tothe Award is unknown and cannot be predicted with certainty, (h) neither the Plan, the Award northe issuance of the Shares confers upon you any right to continue in the employ of (or any otherrelationship with) the Company or any of its Affiliates, nor do they limit in any respect the rightof the Company or any of its Affiliates to terminate your employment or other relationship with theCompany or any of its Affiliates, as the case may be, at any time,(i) no claim or entitlement tocompensation or damages arises from termination of the
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Awardwhich results from the termination of your employment by the Company or your Employer (for anyreason and whether or not in breach of contract) or any diminution in value of the Award or Sharesissued pursuant to the Award and you irrevocably release the Company and its Affiliates from anysuch 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 ofinvoluntary termination of your employment (whether or not in breach of local labor laws), yourright 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, inelectronic or other form, of your personal data as described in this Agreement by and among, asapplicable, the Company and its Affiliates for the exclusive purpose of implementing, administeringand 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, socialinsurance number or other identification number, salary, nationality, job title, any shares ofstock or directorships held in the Company or its Affiliates, and details of all Awards to youunder the Plan, for the purpose of implementing, administering and managing the Plan (“Data”). Youunderstand 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 ofresidence or elsewhere, and that the recipient’s country may have different data privacy laws andprotections than your country of residence. You may request a list with the names and addresses ofany potential recipients of the Data by contacting ADC’s HR Stock Compensation Group. Youauthorize the recipients to receive, possess, use, retain and transfer the Data, in electronic orother form, for the purposes of implementing, administering and managing your participation in thePlan, including any requisite transfer of such Data as may be required to a broker or other thirdparty with whom you may elect to deposit any Shares acquired upon settlement of the Award. Youunderstand that Data will be held only as long as is necessary to implement, administer and manageyour participation in the Plan and that you may, at any time, view Data, request additionalinformation about the storage and processing of Data, require any necessary amendments to Data orrefuse or withdraw the consents herein, in any case without cost, by contacting in writing ADC’s HRStock Compensation Group. You understand, however, that refusing or withdrawing your consent mayaffect your ability to participate in the Plan. For more information on the consequences of yourrefusal 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 conditionsof the Award by signing one copy of this Agreement and returning it to ADC’s HR Stock CompensationGroup at the address listed below.**IF YOU DO NOT RETURN AN EXECUTED COPY OF THIS AGREEMENT TOADC’S HR STOCK COMPENSATION GROUP WITHIN SIXTY (60) DAYS OF THE MAIL DATE OF THIS AGREEMENT, YOUWILL BE DEEMED TO HAVE REJECTED THIS AWARD AND YOU WILL HAVE NO FURTHER RIGHTS WITH RESPECT TO THEAWARD.Very truly yours,ADC TELECOMMUNICATIONS, INC.Vice President and General Counsel**ACCEPTANCE AND ACKNOWLEDGMENT**I accept the Restricted Stock Unit Award described in this Agreement and in the Plan, andacknowledge receipt of a copy of this Agreement, the Plan and the Plan Prospectus, and acknowledgethat I have read them carefully and that I fully understand their contents.
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                      Dated:                           Government/Tax Payer #               Address                                                 Return to ADC’s HR Stock Compensation Group as follows:Postal Mail: