**Exhibit 10-y****FORM OF TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT****NOTICE TO U.S. TAX RESIDENTS:****VESTING OF THIS RESTRICTED STOCK UNIT AWARD WILL BE A TAXABLE EVENT ANDWILL RESULT IN THE RECOGNITION BY YOU OF ORDINARY INCOME IN AN AMOUNTEQUAL TO THE FAIR MARKET VALUE OF THE SHARES UNDERLYING THIS RESTRICTEDSTOCK UNIT AWARD THAT BECOME VESTED. ON SUCH DATE WHEN VESTINGOCCURS AND AS A CONDITION TO THE SHARES BEING RELEASED TO YOU, THECOMPANY MUST COLLECT ALL REQUIRED INCOME, SOCIAL AND OTHER PAYROLLTAX 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, WHICHARE DESCRIBED IN EXHIBIT A TO THIS AGREEMENT. IN ADDITION, IF YOU ARE ATAX RESIDENT OF A COUNTRY OUTSIDE THE U.S., YOUR TAX CONSEQUENCES MAYBE DIFFERENT THAN DESCRIBED ABOVE. AS A CONDITION TO THE SHARES BEINGRELEASED TO YOU, THE COMPANY MUST COLLECT ALL REQUIRED INCOME, SOCIALAND OTHER PAYROLL TAX WITHHOLDING THAT MAY BE DUE BY REASON OF THEGRANT OR VESTING OF THIS AWARD.****ADC TELECOMMUNICATIONS, INC.****THREE-YEAR TIME BASED RESTRICTED STOCK UNIT 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 [and the additional terms and conditions set forth in Exhibit A to thisagreement] (collectively, this “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:**1. Grant Date:**(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 on January 9, 20 , provided that you have been continuously employedsince the Grant Date by the Company and its Affiliates. The day on which your Award is scheduledto vest pursuant to**Version Effective December 18, 2006**
 

 
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.**5. Termination of Employment.**For all purposes of this Agreement, the term “Employment TerminationDate” shall mean the earlier of:     (a) the date, as determined by the Company, that you are no longer actively employed by theCompany or an Affiliate of the Company, and in the case of an involuntarily termination, such dateshall not be extended by any notice period mandated under local law (e.g., active employment wouldnot 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 ofthe Company.     (c) Except as provided in Sections 9(a), (b), (c) and (d) below, if your EmploymentTermination Date occurs before the Scheduled Vest Date, the entire Award as of your EmploymentTermination Date shall be forfeited and immediately cancelled.     (d) 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, 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 with respectto 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 Itemslegally 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 inconnection with any aspect of the Award, including the grant, vesting or issuance of Shares, thesubsequent sale of Shares acquired pursuant to such vesting and the receipt of any dividends ordividend equivalents (if any); and (2) do not commit to structure the terms of the Award or anyaspect of the Award to reduce or eliminate your liability for Tax-Related Items. As a conditionand term of this Award, no election under Section 83(b) of the United States Internal Revenue Codemay 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 of taxwithholding obligations (including U.S. federal, state and local taxes and any non-U.S. taxes orsocial contributions) that the Company determines are or may be required in connection with suchevent (the “Tax Withholding Obligation”). In connection with fulfilling your Tax WithholdingObligation, you must provide to the Company the following information and notify the Company of anychanges to the same before any taxable event arises as a result of the Award: your residenceaddress, and, if applicable to you because of your Retirement, the certification described inSection 9(c) regarding your acceptance of employment with any Competitor of the Company (the “TaxWithholding Information”). In the event you fail to timely and accurately meet your obligationsregarding the provision and maintenance of Tax Withholding
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Information, then the Company may, in its sole discretion, cancel your right to receive any ofthe Shares that are subject to this Award. The Tax Withholding Information should be sent to ADC’sStock Compensation Program address listed on the last page of this Agreement. If permitted by theCompany, 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 bydelivering 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 checkpayable to the Company in U.S. dollars equal to the amount of the Tax WithholdingObligation, 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 theShares issuable upon any vesting (whether in whole or in part) of the Award that number ofShares having a Fair Market Value upon such vesting that is sufficient to satisfy your TaxWithholding 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 electionswill be available and to specify the time and manner for making an election. If no election ismade by you or if you make a Cash Payment Election and fail to deliver the required funds to theCompany on a timely basis, then the Company may, in its sole discretion, require a Share WithholdElection. Your acceptance of this Award constitutes your consent and authorization for the Companyto 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 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 cash compensationpaid 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/Portional Vesting**.     (a) In the event of a “Change in Control” of the Company both prior to the Scheduled Vest Dateand while you remain employed by the Company or any of its Affiliates, then the entire Award shallbecome immediately vested on the effective date of such Change in Control. For purposes of thisAgreement, 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 bereported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under theU.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not theCompany 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 theCompany or any “person” (as such term is used in Sections 13(d) and 14(d) of the ExchangeAct) that such person has become the “beneficial owner” (as defined in Rule 13d-3promulgated under the Exchange Act), directly or indirectly, of securities of the Companyrepresenting twenty percent (20%) or more of the combined voting power of the Company’s thenoutstanding securities, determined in accordance with Rule 13d-3, excluding, however, anysecurities acquired directly from the Company (other than an acquisition by virtue of theexercise of a conversion privilege unless the security being so converted was itselfacquired 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 employeebenefit plan of the Company or of any subsidiary of the Company or any entity holding sharesof Common Stock organized, appointed or established for, or pursuant to the terms of, anysuch plan;
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     (iii) the Continuing Directors cease to constitute a majority of the Company’s Board ofDirectors;     (iv) consummation of a reorganization, merger or consolidation of, or a sale or otherdisposition of all or substantially all of the assets of, the Company (a “BusinessCombination”), in each case, unless, following such Business Combination, (A) all orsubstantially all of the persons who were the beneficial owners of the Company’s outstandingvoting securities immediately prior to such Business Combination beneficially own votingsecurities of the corporation resulting from such Business Combination having more thanfifty percent (50%) of the combined voting power of the outstanding voting securities ofsuch resulting Corporation and (B) at least a majority of the members of the Board ofDirectors of the corporation resulting from such Business Combination were ContinuingDirectors at the time of the action of the Board of Directors of the Company approving suchBusiness Combination;     (v) approval by the shareholders of the Company of a complete liquidation ordissolution of the Company; or     (vi) the majority of the Continuing Directors determine in their sole and absolutediscretion 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 determinedby the Committee as necessary to comply with the requirements of Section 409A of theInternal 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 theCompany, 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 arepresentative of an Acquiring Person or of any such Affiliate or Associate, and who (i) was amember 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 forelection or initial election to the Board of Directors is recommended or approved by a majority ofthe 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 definedin Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of theCompany representing twenty percent (20%) or more of the combined voting power of the Company’sthen outstanding securities, but shall not include the Company, any subsidiary of the Company orany employee benefit plan of the Company or of any subsidiary of the Company or any entity holdingshares of Common Stock organized, appointed or established for, or pursuant to the terms of, anysuch 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 Scheduled VestDate because of your death or long-term disability, then on your Employment Termination Date aportion 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 yourScheduled Vest Date, then one-third of the restricted stock units (rounded down to thenearest whole unit) subject to this Award shall vest; andIf 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.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 acknowledgment and agreement of the Company’s legal department made in its solediscretion.     (c) In the event your employment with your Employer is terminated prior to the Scheduled VestDate 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 immediatelyvested in
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accordance with the following schedule (“Portional Vesting”):If your Employment Termination Date is two years or less but more than one year before yourScheduled Vest Date, then one-third of the restricted stock units (rounded down to thenearest whole unit) subject to this Award shall vest; andIf 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 notaccepting employment with any Competitor of the Company at any time on or prior to the sooner ofone year after your Employment Termination Date and the Scheduled Vest Date. Prior to the deliveryof any shares to you pursuant to Section 4 of this Agreement, the satisfaction of this conditionmust be evidenced by your execution of a written representation in a form prepared by, andreasonably acceptable to, the Company that such condition has been met by you. For the purposes ofthis Agreement, the following terms shall have the following meanings:          (1) “Retirement” shall mean the voluntary termination of your employment with yourEmployer if (a) you are employed in a country on your Employment Termination Date that onthe 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 solediscretion for the purposes of this Award) equals at least 65; or (b) you are employed in acountry on your Employment Termination Date that on the Grant Date was a member of theEuropean Union and you have at least 30 years of service (as defined by the Company in itssole discretion for the purposes of this Award).          (2) “Elimination of Employment Position” shall mean your employment with your Employeris involuntarily terminated pursuant to a reduction in force undertaken by the Company orone or more of its Affiliates;          (3) “Divestiture” shall mean the sale or transfer of the business that employs you bythe Company such that either (i) for any period of time immediately after the moment thedivestiture closes you are an Employee of such business but are no longer employed by theCompany or an Affiliate of the Company, or (ii) there has been an involuntary termination ofyour employment with your employer both in connection with and prior to the closing of thesale or transfer of such business; and          (4) “Competitor of the Company” shall mean any person or entity who is, or is activelyplanning to engage in, the design, manufacture, sale, distribution or servicing of anyproducts or services that are sold in competition with any of the products or services ofthe Company and its Affiliates at any time while you are employed by such person or entity.If the Company alters your Portional Vesting as provided immediately above, then on your EmploymentTermination Date the portion of your Award that does not vest will be forfeited and immediatelycancelled.**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
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laws of the State of Minnesota without regard to conflict of laws principles. By accepting thisAward, you agree to submit to the jurisdiction of any state or federal court sitting inMinneapolis, Minnesota, in any action or proceeding arising out of or relating to this Agreement orthe Award, and agree that all claims in respect of the action or proceeding may be heard anddetermined in any such court. You also agree not to bring any action or proceeding arising out ofor relating to this Agreement in any other court. You hereby waive any defense of inconvenientforum to the maintenance of any action or proceeding so brought and waive any bond, surety, orother 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 conclusiveand 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 thisAgreement and accepting the Award, you acknowledge that: (a) the Plan is discretionary and may bemodified, suspended or terminated by the Company at any time as provided in the Plan; (b) the grantof the Award is a one-time benefit and does not create any contractual or other right to receivefuture grants of awards or benefits in lieu of awards; (c) all determinations with respect to anysuch future grants, including, but not limited to, the times when awards will be granted, thenumber of shares subject to each award, the award price, if any, and the time or times when eachaward will be settled, will be at the sole discretion of the Company; (d) your participation in thePlan is voluntary; (e) the value of the Award is an extraordinary item which is outside the scopeof your employment contract, if any; (f) the Award is not part of normal or expected compensationfor any purpose, including without limitation for calculating any severance, resignation,termination, redundancy, end of service payments, bonuses, long-service awards, pension orretirement benefits or similar payments; (g) the future value of the Shares subject to the Award isunknown and cannot be predicted with certainty, (h) neither the Plan, the Award nor the issuance ofthe 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 orany of its Affiliates to terminate your employment or other relationship with the Company or any ofits Affiliates, as the case may be, at any time, (i) no claim or entitlement to compensation ordamages arises from termination of the Award which results from the termination of your employmentby the Company or your Employer (for any reason and whether or not in breach of contract) or anydiminution in value of the Award or Shares issued pursuant to the Award and you irrevocably releasethe Company and its Affiliates from any such claim that may arise, (j) you consent to the deliveryby electronic means of any notices, documents or election forms related to the Award, the Plan orfuture grants under the Plan, if any, and (k) notwithstanding any terms or conditions of the Planto the contrary, in the event of involuntary termination of your employment (whether or not inbreach of local labor laws), your right to receive Awards under the Plan, if any, will terminate onthe Employment Termination Date.**15. Data Privacy Consent.**You hereby consent to the collection, use and transfer, in electronic orother form, of your personal data as described in this Agreement by and among, as applicable, theCompany and its Affiliates for the exclusive purpose of implementing, administering and managingyour participation in the Plan. You understand that the Company and its Affiliates hold certainpersonal information about you, including, but not limited to, your name, home address andtelephone 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 andmanaging the Plan (“Data”). You understand that Data may be transferred to any third partiesassisting in the implementation, administration and management of the Plan, that these recipientsmay be located in your country of residence or elsewhere, and that the recipient’s country may havedifferent data privacy laws and protections than your country of residence. You may request a listwith the names and addresses of any potential recipients of the Data by contacting ADC’s HR StockCompensation Group. You authorize the recipients to receive, possess, use, retain and transfer theData, in electronic or other form, for the purposes of implementing, administering and managingyour participation in the Plan, including any requisite transfer of such Data as may be required toa broker or other third party with whom you may elect to deposit any Shares acquired uponsettlement of the Award. You understand that Data will be held only as long as is necessary toimplement, administer and manage your participation in the Plan and that you may, at any time, viewData, request additional information about the storage and processing of Data, require anynecessary amendments to Data or refuse or withdraw the consents herein, in any case
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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. Formore information on the consequences of your refusal to consent or withdrawal of consent, you maycontact 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 TO ADC’SHR STOCK COMPENSATION GROUP WITHIN SIXTY (60) DAYS OF THE MAIL DATE OF THIS AGREEMENT, YOU WILL BEDEEMED TO HAVE REJECTED THIS AWARD AND YOU WILL HAVE NO FURTHER RIGHTS WITH RESPECT TO THE AWARD.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.                                         Dated:Government/Tax Payer #Address                                         Return to ADC’s HR Stock Compensation Group as follows:Postal Mail: ADC Attn: Stock Compensation Program, MS 56