AutoCoded Document






CONFIDENTIAL
SEPARATION AGREEMENT
AND
GENERAL
RELEASE



     This
Separation Agreement and Release (“Agreement”) is made and entered
into by and between Jeff Quiram (“Executive”) and ADC
Telecommunications, Inc. (“ADC”). The parties to this Agreement wish
to memorialize in this written Agreement the terms and conditions of
Executive’s termination from employment with ADC and to settle and resolve
amicably and voluntarily any and all claims and differences that they may have
pursuant to the terms of this Agreement.



     NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged,



     IT
IS HEREBY AGREED AS FOLLOWS: 



1.
Termination from Employment. Effective November 28, 2004,
(“Termination Date”), Executive’s employment with ADC will be
terminated and, except as otherwise provided in this Agreement, all benefits and
privileges and obligations arising from such employment will end as of the close
of business on that date.



2.
Period of Time to Consider Signing this Agreement.
Executive cannot accept this Agreement by signing it until
Executive’s Termination Date. If signed before the Termination Date, the
Agreement is void and not enforceable. If Executive chooses to
accept this Agreement, it must be signed by the Executive and returned to Laura
Owen at ADC by the 45th day after Executive receives this Agreement
or the seventh day following Executive’s Termination Date, whichever date
occurs last. The parties agree that any changes made to this Agreement by the
parties prior to signing, whether material or immaterial, do not restart the
running of the time period Executive has to consider signing this Agreement.



3.
Consideration. As consideration for Executive signing this
Agreement, and providing Executive has not rescinded, ADC agrees to provide
Executive with the following payments under the terms stated below as full and
fair consideration for the covenants, representations, waivers and releases set
forth herein:



	a.	 	
ADC will provide payment in the amount of $211,848, less all applicable payroll
deductions, including FICA and state and federal income taxes,
(“withholdings”). This sum represents 48 weeks of pay and provided
Executive does not rescind this Agreement, the money will be paid to Executive
in increments as follows: A first payment of $114,750 (less withholdings) will
be paid to Executive within 5 days of the expiration of the rescission period;
thereafter, three equal payments of $32,366 (less withholdings) will be paid on
or before January 7, 2005; February 7, 2005; and March 7, 2005 respectively.
Executive’s right to receive any compensation under Paragraph 3 will
immediately  terminate if Executive violates Paragraph 7 of
this agreement, and ADC may pursue any and all legal remedies 
available to it.








	b.	 	
ADC will provide payment of the employer contribution for medical and dental
insurance premiums for December 2004 and January 2005, if Executive elects to
continue coverage through COBRA. Executive will continue to have responsibility
for the employee contribution during that time. If Executive chooses to continue
COBRA beyond such time, Executive is fully responsible for all premiums.







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4.
Waiver and General Release of Claims. By this Agreement, ADC and
Executive also intend to settle any and all claims Executive has or may have
against ADC as the result of Executive’s employment and or termination of
employment with ADC prior to the date Executive executes this Agreement. In
exchange for the consideration expressed in this Agreement, Executive hereby
completely releases and waives any and all claims, complaints, causes of action,
demands, suits, and damages of any kind or character, which he has or may have
against ADC and/or its employees, agents officers, directors, counsel,
predecessors, successors, subsidiaries, affiliates, assigns, and insurers and
each and all thereof (collectively, the “Released Parties”), arising
out of any acts, omissions, statements, conduct, decisions, behavior or events
occurring up through the date of Executive’s signature on this Agreement.



     Executive
understands and accepts that Executive’s release of claims includes but is
not limited to claims based upon: Title VII of the Federal Civil Rights Act of
1964, as amended; the Americans with Disabilities Act; the Age Discrimination in
Employment Act of 1967, as amended; Sections 1981 through 1988 of Title 42 of
the United States Code, as amended; The Family and Medical Leave Act; the Equal
Pay Act; the Fair Labor Standards Act; the Employee Retirement Income Security
Act; the Worker Adjustment Retraining Notification Act; the Minnesota Human
Rights Act; any and all federal, state, or local employment laws, rules,
regulations or public policies which apply to Executive in the state of
Executive’s legal residence and in any state where Executive has been
employed by ADC; and any other federal state or local statute, ordinance or law.
Executive also understands that he is giving up all other claims, including
those grounded in contract or tort theories or other common law, including but
not limited to: wrongful discharge, violation of Minn. Stat. Section 176.82;
breach of contract; tortious interference with contractual relations; promissory
estoppel; breach of the implied covenant of good faith and fair dealing; breach
of express or implied promise; breach of manuals or other policies; breach of
fiduciary duty; assault; battery; fraud; false imprisonment; invasion of
privacy; intentional or negligent misrepresentation; defamation, including
libel, slander, discharge defamation and self publication defamation; discharge
in violation of public policy; intentional or negligent infliction of emotional
distress; or any other theory, whether legal or equitable.



     Executive
further understands that he is releasing, and does hereby release, any claims
for damages, by charge or otherwise, whether brought by him or on his behalf by
any other party, governmental or otherwise, and agrees not to institute any
claims for damages via administrative or legal proceedings against any of the
Released Parties. Executive also waives and releases any and all rights to money
damages or other legal relief awarded by any governmental agency related to any
charge or other claim.



5.
Covenant Not to Sue. Executive agrees that Executive has
not and will not file any grievance, complaint, claim or charge with any local,
state or federal agency or judicial body concerning any matter that is the
subject of this Agreement.



6.
Confidential Information, Invention, Copyright and Trade Secret
Agreement. Executive acknowledges that the obligations imposed on
Executive under the ADC Invention, Copyright and Trade Secret Agreement or any
other similar invention, copyright and trade secret agreement continue in full
force and effect following Executive’s termination of Employment.



7.
Non-solicitation Agreement.



	(a)	 	
In consideration for this Agreement, Executive shall not, directly or
indirectly, for 








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a period of one year after the Employment Termination Date: (i)
induce or attempt to induce any other employee to leave the employ of ADC or any
of its subsidiaries, or in any way interfere adversely with the relationship
between any such employee and ADC or any of its subsidiaries; (ii) induce or
attempt to induce any other employee of ADC or any of its subsidiaries to work
for, render services or provide advice to or supply confidential business
information or trade secrets of ADC or its subsidiaries to any person or entity
other than ADC or its subsidiaries; or (iii) employ, or otherwise pay for
services rendered by, any other employee of ADC or any of its subsidiaries in
any other business enterprise.







	(b)	 	
Executive acknowledges that breach of this Section 7 would be highly injurious
to ADC, and ADC reserves its rights to pursue all available remedies, including
but not limited to equitable and injunctive relief and damages. Executive
specifically agrees that ADC shall be entitled to obtain temporary and permanent
injunctive relief from a court of law to enforce the provisions of this Section
7, 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 ADC to claim and
recover damages or to seek and obtain any other relief available to it.







	(c)	 	
As a condition of ADC entering into this Agreement, ADC is relying on
Executive’s specific representation and acknowledgment that as of the
effective date of this Agreement, Executive has not engaged in any conduct that
violates Executive’s obligations under this section 7 or Section 6.







8.
Stock Options. Executive acknowledges that all rights Executive
has concerning Stock Options, shares of Restricted Stock or Restricted Stock
Units shall be governed solely and exclusively by the terms of ADC’s Global
Stock Incentive Plan, the Stock Option Agreements, Restricted Stock Agreements
and Restricted Stock Unit Agreements to which such Stock Options, shares of
Restricted Stock or Restricted Stock Units are subject. In furtherance of the
foregoing, and for the avoidance of any doubt, any Stock Options, shares of
Restricted Stock or Restricted Stock Units that have not vested as of
Executive’s termination date shall be immediately forfeited and terminated
as of the Termination Date. Executive shall have no further rights or interest
whatsoever in any unvested shares of Restricted Stock or unvested Stock Options
or Restricted Stock Units.



9.
Return of ADC Property. Executive agrees that Executive will
deliver to ADC on or before the close of business on Termination Date, or upon
ADC’s request, all ADC equipment, including all computers, SecurID ADC Net
Access cards, telephone calling cards, keys, cellular telephones, pagers,
records, manuals, books, blank forms, documents (including all letters,
memoranda, notes, notebooks, and reports) and other data, and all copies
thereof, and all other tangible ADC property, which are at the time of
Executive’s termination from employment in Executive’s possession or
under Executive’s control.



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10.
Confidentiality. Executive agrees to keep the terms and conditions
of this Agreement confidential. Executive agrees not to disclose any information
concerning this Agreement to any person, except attorneys, accountants, tax
advisors or spouse, or as may be required by law. Executive further agrees that
prior to making any such disclosure, Executive shall advise the person to whom
disclosure is made of the confidential nature of this agreement.



11.
Nondisparagement. Executive agrees not to make disparaging
comments regarding ADC, including any present, former or future director,
officer, employee or agent of ADC.



12.
No Admission. Nothing in this Agreement is intended to be, nor
will be deemed to be, an admission of liability by ADC that it has violated any
state or federal statute, local ordinance, or principle of common law, or that
it has engaged in any wrongdoing. ADC expressly denies any such liability.



13.
Entire Agreement. This Agreement (and the agreements referenced
herein) constitutes the entire agreement between the parties with respect to
Executive’s employment relationship with ADC. The parties agree that there
were no inducements or representations leading to the execution of this
Agreement or agreements between the parties other than those contained in the
Agreement. Any modification of or addition to this Agreement must be in a
writing signed by Executive and ADC.



14.
Governing Law, Principles of Construction and Venue Selection.
This Agreement is made under and shall be governed by and construed in
accordance with the laws of the State of Minnesota, without regard to conflicts
of laws principles thereof, or those of any other state of the United States of
America, or of any other country, province or city. The parties agree that any
litigation in any way relating to this Agreement or to Executive’s
employment by ADC, will be venued in the State of Minnesota, Hennepin County
District Court, or the United States District Court for the District of
Minnesota. Executive and ADC hereby consent to the personal jurisdiction of
these courts and waive any objection that such venue is inconvenient or
improper.



15.
Successors and Assigns. This Agreement shall be binding upon each
party and upon the party’s heirs, administrators, representatives,
executors, successors and assigns. This Agreement shall inure to the benefit of
the parties as well as their heirs, administrators, representatives, executors,
successors and assigns.



16.
Severability. To the extent any provision of this Agreement shall
be determined to be invalid or unenforceable in any jurisdiction, such provision
shall be deemed to be deleted from this Agreement as to such jurisdiction only,
and the validity and enforceability of the remainder of such provision and of
this Agreement shall be unaffected.



17.
RIGHT TO REVOKE AND RESCIND. After signing and dating this Agreement,
Executive may revoke it insofar as it extends to Executive’s release of
claims under the Age Discrimination in Employment Act and the Minnesota Human
Rights ACT (MHRA) only if Executive delivers a written rescission to ADC within
fifteen (15) days after signing this Agreement. In either case, Executive must
deliver any such revocation by hand within the applicable period or send such
revocation by certified mail within the applicable period to Laura Owen, Vice
President – Human Resources, ADC Telecommunications, Inc., 13625 Technology
Drive, Eden Prairie, MN 55344-2252; or P.O. Box 1101, Minneapolis, MN
55440-1101. If Executive exercises such right to revoke, ADC may at its option
either nullify this Agreement or keep it in effect in all respects other than as
to Executive’s release of claims that Executive has


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 revoked. If ADC chooses
to nullify this Agreement, neither Executive nor ADC shall have any rights or
obligations under it. 18.
Acknowledgment. Executive affirms that Executive has read this
agreement and understands that it includes a waiver and release of legal rights
Executive may have. Executive acknowledges that Executive has had the
opportunity to consult with counsel of Executive’s own choosing prior to
signing the agreement and that Executive is signing the document voluntarily and
without any pressure or coercion of any nature from ADC. Executive acknowledges
that this Agreement is null and void if signed prior to Termination Date.




	Jeff Quiram
 	ADC Telecommunications, Inc.
 
	/s/ Jeff Quiram                                             
 	By: /s/ Laura N. Owen                          
 
	Date: 12/2/04	Date: 12/2/04



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