EX-10.d






EXHIBIT 10.d




ADC TELECOMMUNICATIONS, INC.




INCENTIVE STOCK OPTION AGREEMENT




	 	 	 	 	 
	Optionee:

	 	 	 	Option Number:
	 

	 	 
	 	

	Optionee ID:

	 	 	 	Plan: GSIP/1991
	
 
	 	 
	 	








This Incentive Stock Option Agreement (the “Agreement”) is entered into effective by and between
ADC Telecommunications, Inc., a Minnesota corporation, (the “Company”), and the above-identified
Optionee pursuant to the Company’s Global Stock Incentive Plan (the “Plan”).



Effective the date written above, the Optionee has been granted an option (the “Option”) to
purchase all or any part of an aggregate of shares of common stock, par value US$.20 per share, of
the Company (the “Common Stock”) at the price of US$    per share subject to the terms and conditions
set forth herein and in the Plan and Exhibit A to this Agreement. This Option is intended to be an
incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).



	 	 	 	 	 
	The total aggregate purchase price for all of the shares purchasable under this Option is

	 
	 	 	 	 
	US$

	 	 	.	 







Subject to the terms and conditions of this Agreement, Exhibit A to this Agreement and the Plan,
this Option shall in all events terminate ten (10) years after the date of grant (the “Expiration
Date”). The shares subject to this Option shall vest and may be exercised in whole or in part by
the Optionee according to the following vesting schedule:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Number of Option	 	 
	Vesting Date	 	Shares Vesting	 	Expiration Date







Subject to the provisions of the Plan and Exhibit A, the Optionee must be actively employed by the
Company or any of its Affiliates on each Vesting Date for vesting to occur. Termination of
employment after a Vesting Date may accelerate the Expiration Date (see terms of the Plan and
Exhibit A).



Optionee and the Company agree that these Options are granted under and governed by the terms and
conditions of this Agreement, Exhibit A to this Agreement, and the Plan. Each of these documents
and a Prospectus related to shares covered by the Plan has been provided to Optionee. Optionee
specifically acknowledges that Exhibit A to this Agreement contains an agreement by Optionee not to
solicit employees of the Company or its Affiliates on behalf of any other employer, a data privacy
consent by Optionee and certain other acknowledgements by Optionee.



Optionee acknowledges that this Option is subject to the ongoing discretionary authority of the
Company to determine: (i) the permissible manner of exercise of the Option (including but not
limited to the authority of the Company to require a mandatory cashless exercise); (ii) the
permissible timing of exercise of the Option; and (iii) any other restrictions that the Company
deems necessary and advisable, including but not limited to restrictions pertaining to applicable
law. Optionee further acknowledges that in the event the Optionee chooses to effect a simultaneous
exercise and sale of all or a portion of the shares that are subject to this Option, neither the
Company nor its third party stock option administrator will guarantee any particular market price
for the sale of the shares, nor shall the Company or its third party administrator be responsible
for any failure to obtain any particular market price due to delays in the exercise of this Option
or any other reason.



1



ADC TELECOMMUNICATIONS, INC.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jeffrey D. Pflaum, Vice President, Corporate Secretary

	 	Date	 	 	 	 
	& General Counsel
	 	 	 	 	 	 	 	 	 	 	 	 
	OPTIONEE
	 	 	 	 	 	 	 	 	 	 	 	 
	____________________________________________
	 	 	 	 	 	 	_______________	 
	 
	 	 	 	 	 	 	 	 	 	Date
	Government/Taxpayer ID#______________________
	 	 	 	 	 	 	 	 
	Home Address
	 	 	—	 	 	 	 	 	 	 	 	 








     



THE OPTIONEE MUST PROMPTLY SIGN AND RETURN THIS AGREEMENT TO THE COMPANY AT THE ADDRESS LISTED
BELOW. IF THIS AGREEMENT IS NOT SIGNED AND RETURNED WITHIN SIXTY (60) DAYS FROM THE DATE OF
MAILING THIS AGREEMENT, THIS OPTION SHALL BE VOID AND HAVE NO FORCE OR EFFECT.



Postal Mail:


ADC


Attn: HR Stock Compensation, MS 56


P.O. Box 1101


Minneapolis, MN 55440-1101 USA



Express Mail:


ADC


Attn: HR Stock Compensation, MS 56


13625 Technology Drive


Eden Prairie, MN 55344 USA



For questions regarding this Option, please contact ADC’s HR Stock Compensation Group as follows:



	 	 	 	 	 
	Email: stockprograms@adc.com

	 

	Facsimile:
	 	 	952-238-1525	 
	 
	 	 	 	 
	Telephone:
	 	 	952-917-0576	 
	 
	 	 	 	 
	 
	 	800-366-3889 ext. 70576







2




EXHIBIT A

TO THE

ADC TELECOMMUNICATIONS, INC.

INCENTIVE STOCK OPTION AGREEMENT




This Exhibit A is part of and incorporated by reference into the Incentive Stock Option Agreement
(the “Agreement”) issued by ADC Telecommunications, Inc. (the “Company”) pursuant to the Company’s
Global Stock Incentive Plan (the “Plan”).



Unless otherwise defined herein, capitalized terms shall have the meaning given such term in the
Agreement.





3



1. Grant of Option



Refer to the Agreement for a description of the Option grants, including the total number of shares
of Common Stock covered by this Option, the exercise price per share, and the schedule for vesting.
This Option is intended to be an incentive stock option within the meaning of Section 422 of the
U.S. Internal Revenue Code.



2. Duration and Exercisability




	 	(a)	 	This Option shall vest and become exercisable in accordance with the schedule
set forth on the Agreement. This Option shall in all events terminate ten (10) years
after the date of grant, if not earlier in the event of termination of employment.






	 	(b)	 	Notwithstanding the provisions contained in Section 2(a) above, but subject to
the other terms and conditions set forth herein, this Option shall become fully vested
and exercisable on the date of a “Change in Control” (as hereinafter defined). For
purposes of the Agreement and this Exhibit A to the Agreement, the following terms
shall have the definitions set forth below:






(i) “Change in Control” shall mean:




	 	(A)	 	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 Securities
Exchange Act of 1934, as amended (the “Exchange Act”), whether or not
the Company is then subject to such reporting requirement;






	 	(B)	 	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 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;






	 	(C)	 	the Continuing Directors cease to constitute a
majority of the Company’s Board of Directors;






	 	(D)	 	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 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;






	 	(E)	 	approval by the shareholders of the Company of
a complete liquidation or dissolution of the Company; or






	 	(F)	 	the majority of the Continuing Directors
determine in their sole and absolute discretion that there has been a
change in control of the Company.






	 	(G)	 	The definition of “Change in Control” is
subject to changes as may be determined by the Compensation Committee
of the Company’s Board of Directors as necessary to comply with the
requirements of Section 409A of the Internal Revenue Code, as added by
the American Jobs Creation Act.






	 	(ii)	 	“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 (x) was a member of the Board of Directors on the date of this
Agreement as first written above or (y) 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 (ii),
“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 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.






	 	(c)	 	This Option shall not be assignable or transferable except to a designated
beneficiary (under procedures established by the Company) or by the laws of descent and
distribution in the case of the death of Optionee, and except that for U.S. resident
employees, upon written notice to the Company, U.S. resident employees may transfer
this Option during his or her lifetime to any “family member” (as such term is used on
Form S-8 under the Securities Act of 1933) of Optionee provided that (i) there is no
consideration for such transfer or such transfer is effected pursuant to a domestic
relations order in settlement of marital property rights, and (ii) this Option held by
such transferees shall continue to be subject to the same terms and conditions
(including restrictions on subsequent transfers) as were applicable to this Option
immediately prior to such transfer. This Option may not be pledged, alienated,
attached or otherwise encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the Company or any
Affiliate of the Company.






	 	(d)	 	This Option may be exercised, during the lifetime of Optionee, only by
Optionee, a permitted transferee pursuant to a transfer permitted by Section 2(c)
above, or, if permissible under applicable law, by Optionee’s or such transferee’s
guardian or legal representative.





3. Effect of Termination of Employment




	 	(a)	 	For all purposes of the Agreement and this Exhibit A, the term “Employment
Termination Date” shall mean the earlier of:






	 	(i)	 	the date, as determined by the Company, that Optionee is 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 Optionee’s
employer is no longer an Affiliate of the Company.






	 	(b)	 	In the event the Optionee ceases to be an employee of the Company or any of its
Affiliates for any reason other than death, Optionee shall have the right to exercise
the Option at any time within one year after the Employment Termination Date to the
extent of the number of vested shares Optionee was entitled to purchase under the
Option on the Employment Termination Date, subject to the condition that no Option
shall be exercisable after the Expiration Date.






	 	(c)	 	In the event the Optionee dies while an employee of the Company or any of its
Affiliates or within three months after the Employment Termination Date, this Option
may be exercised at any time within two years after his or her death by the executors
or administrators of Optionee, or by any person or persons to whom the Option is
transferred by the prior designation of a beneficiary or the applicable laws of descent
and distribution, to the extent of the number of vested shares Optionee was entitled to
purchase under the Option on the date of death, subject to the condition that no Option
shall be exercisable after the Expiration Date.






	 	(d)	 	No further vesting of this Option shall occur after the Employment Termination
Date, and this Option shall be exercisable in accordance with this Section 3 following
the Employment Termination Date only to the extent that it is exercisable on the
Employment Termination Date, pursuant to the vesting schedule set forth in the
Agreement and Section 2 hereof.





4. Manner of Exercise



The Option can be exercised only by Optionee or other proper party within the option period by
notice to the Company or the Company’s third-party stock option administrator (UBS PaineWebber Inc.
as of the date of this grant) in a form specified by the Company or such third-party stock option
administrator, or in such other manner as the Company may specify from time-to-time. The Company
shall have the right to specify all conditions of the manner of exercise, and such conditions may
vary by country and may be subject to change from time to time.



5. Adjustments



If Optionee exercises all or any portion of the Option subsequent to any change in the number or
character of the Common Stock (through stock dividend, recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or
exchange of shares of Common Stock or other securities of the Company, issuance of warrants or
other rights to purchase shares of Common Stock or other securities of the Company or other similar
corporate transaction or event affecting the Common Stock such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of the Option),
Optionee shall then receive for the aggregate price paid by him or her on such exercise of the
Option, the number and type of securities or other consideration which he would have received if
such Option had been exercised prior to the event changing the number or character of outstanding
shares.



6. Responsibility for Taxes



Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) with respect
to any or all income tax, social insurance, payroll tax, payment on account or other tax-related
withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all
Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer
(i) make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Option grant, including the grant, vesting or exercise of the
Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any
dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option
to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing,
the Company specifically disclaims any representation or guarantee that this Option will qualify as
an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option
initially so qualifies, that it will continue to qualify. Optionee should consult his or her own
tax advisor regarding the status of and tax treatment for this Option.



Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to
the Company and/or the Employer to satisfy all withholding and payment on account obligations of
the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the
Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s
wages or other cash compensation paid to Optionee by the Company and/or the Employer or from
proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law,
the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the
withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the
Company only withholds the amount of shares necessary to satisfy the minimum withholding amount.
Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the
Company or the Employer may be required to withhold as a result of Optionee’s participation in the
Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described.
The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to
comply with his or her obligations in connection with the Tax-Related Items as described in this
section.



7. Non-solicitation Agreement and Confidential Information




	 	(a)	 	In consideration of the grant of the Option, the Optionee shall not, directly
or indirectly, during the period the Optionee is employed by the Company or its
Affiliates and for a period of one year after the Employment Termination Date: (i)
induce or attempt to induce any other employee to leave the employ of the Company or
any of its Affiliates, or in any way interfere adversely with the relationship between
any such employee and the Company or any of its Affiliates; (ii) induce or attempt to
induce any other employee of the Company or any of its Affiliates to work for, render
services or provide advice to or supply confidential business information or trade
secrets of the Company or its Affiliates to any person or entity other than the Company
or its Affiliates; or (iii) employ, or otherwise pay for services rendered by, any
other employee of the Company or any of its Affiliates in any other business
enterprise.






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






	 	(c)	 	The Optionee acknowledges that breach of this Section 7 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 Optionee 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 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 the Company to claim and
recover damages or to seek and obtain any other relief available to it. The Optionee
further acknowledges that this Section 7 shall be enforceable by the Company even if no
portion of the Option becomes vested and exercisable.





8. Data Privacy Consent



Optionee hereby explicitly consents to the collection, use and transfer, in electronic or other
form, of his or her personal data as described in this document by and among, as applicable, the
Company and its Affiliates for the exclusive purpose of implementing, administering and managing
Optionee’s participation in the Plan.



Optionee understands that the Company and its Affiliates hold certain personal information about
Optionee, including, but not limited to, Optionee’s name, home address and telephone number, date
of birth, social insurance number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in the Company or its Affiliates, details of all options
or any other entitlement to shares of stock awarded, cancelled, exercised, vested, unvested or
outstanding in Optionee’s favor, for the purpose of implementing, administering and managing the
Plan (“Data”). Optionee understands 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 Optionee’s country or elsewhere, and that the recipient’s country may have different data
privacy laws and protections than Optionee’s country. Optionee understands that Optionee may
request a list with the names and addresses of any potential recipients of the Data by contacting
ADC’s HR Stock Compensation Group. Optionee authorizes the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing Optionee’s participation in the Plan, including any requisite transfer
of such Data as may be required to a broker or other third party with whom Optionee may elect to
deposit any shares of stock acquired upon exercise of the Option. Optionee understands that Data
will be held only as long as is necessary to implement, administer and manage Optionee’s
participation in the Plan and that Optionee 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 HR
Stock Compensation Group. Optionee understands, however, that refusing or withdrawing his or her
consent may affect Optionee’s ability to participate in the Plan. For more information on the
consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee may contact ADC’s
HR Stock Compensation Group.



9. Nature of Grant



In accepting the grant, Optionee acknowledges that:




	 	(a)	 	The Plan is established voluntarily by the Company, it is discretionary in
nature and it may be modified, suspended or terminated by the Company at any time, as
provided in the Plan and this Agreement. The Option is subject in all respects to the
terms and conditions of the Plan and this Agreement.






	 	(b)	 	The grant of the Option is voluntary and occasional and does not create any
contractual or other right to receive future grants of options, or benefits in lieu of
options, even if options have been granted repeatedly in the past.






	 	(c)	 	All decisions with respect to future option grants, if any, will be at the sole
discretion of the Company.






	 	(d)	 	Optionee’s participation in the Plan shall not create a right to further
employment with the Company or any of its Affiliates and shall not interfere with the
ability of the Company or its Affiliates to terminate Optionee’s employment
relationship at any time with or without cause.






(e) Optionee is voluntarily participating in the Plan.




	 	(f)	 	The Option is an extraordinary item that does not constitute compensation of
any kind for services of any kind rendered to the Company or the Employer, and is
outside the scope of Optionee’s employment contract, if any.






	 	(g)	 	The Option is not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards, pension
or retirement benefits or similar payments.






	 	(h)	 	In the event that Optionee is not an employee of the Company, the Option grant
will not be interpreted to form an employment contract or relationship with the
Company; and furthermore, the Option grant will not be interpreted to form an
employment contract with any Affiliate of the Company.






	 	(i)	 	The future value of the underlying shares is unknown and cannot be predicted
with certainty.






	 	(j)	 	If the underlying shares do not increase in value, the Option will have no
value.






	 	(k)	 	If Optionee exercises the Option and obtains shares, the value of those shares
acquired upon exercise may increase or decrease in value, even below the exercise
price.






	 	(l)	 	No claim or entitlement to compensation or damages arises from termination of
the Option or diminution in value of the Option or shares purchased through exercise of
the Option which results from the termination of Optionee’s employment by the Company
or the Employer (for any reason and regardless of whether in breach of contract), and
Optionee irrevocably releases the Company and its Affiliates from any such claim that
may arise; if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, Optionee shall be deemed irrevocably to have
waived his/her entitlement to pursue such claim.






	 	(m)	 	Optionee consents to the delivery by electronic means of any documents related
to the Option, the Plan or future options that may be granted under the Plan.





10. Miscellaneous




	 	(a)	 	Optionee shall have none of the rights of a shareholder with respect to shares
subject to this Option until such shares shall have been issued upon exercise of this
Option.






	 	(b)	 	This Agreement shall be governed by and construed in accordance with the
domestic laws of the State of Minnesota without giving effect to any choice or
conflict of law provision or rule (whether of the State of Minnesota or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other
than the State of Minnesota. The Company and the Optionee 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, and agree that all claims in
respect of the action or proceeding may be heard and determined in any such court.
Each of the Company and the Optionee also agrees not to bring any action or proceeding
arising out of or relating to this Agreement in any other court. Each of the Company
and the Optionee waives any defense of inconvenient forum to the maintenance of any
action or proceeding so brought and waives any bond, surety, or other security that
might be required of the other party with respect thereto. The Company and the
Optionee 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.






	 	(c)	 	To the extent any provision of this Agreement shall be determined by any court
to be invalid or unenforceable in any jurisdiction, such provision shall be deemed to
be deleted from this Agreement, and the validity and enforceability of the remainder of
such provision and of this Agreement shall be unaffected. In furtherance of and not in
limitation of the foregoing, the Optionee expressly agrees that should the duration of,
geographical extent of, or business activities covered by Section 7 of this Agreement
be in excess of that which is valid or enforceable under applicable law, then such
provision shall be construed to cover only that duration, extent or activities that may
validly or enforceably be covered. The Optionee expressly stipulates that this
Agreement shall be construed in a manner that renders its provisions valid and
enforceable to the maximum extent (not exceeding its express terms) possible under
applicable law.






	 	(d)	 	If Optionee has received this Agreement or any other document related to the
Plan translated into a language other than English and if the translated version is
different than the English version, the English version will control.






4