Exhibit
10-e


 


EMPLOYMENT AGREEMENT


 


This Employment
Agreement (“Agreement”) is made and entered as of August 13, 2003 (the
“Commencement Date”), between ADC Telecommunications, Inc., a Minnesota
corporation (the “Company”), and Robert E. Switz (the “Executive”), a resident
of Minnesota.


 


RECITALS


 


WHEREAS,
the Company wishes to employ the Executive as the Company’s President and Chief
Executive Officer and the Executive desires to accept and serve as the
Company’s President and Chief Executive Officer;


 


WHEREAS,
the Executive understands that such employment is expressly conditioned on
execution of this Agreement; and


 


WHEREAS,
the Company desires to employ the Executive as President and Chief Executive
Officer, and the Executive desires to be employed by the Company in that
capacity pursuant to the terms and conditions of this Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the Executive’s employment as
the Company’s President and Chief Executive Officer and the foregoing premises,
the mutual covenants set forth below, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Company and the Executive agree as follows:


 


ARTICLE
I:          EMPLOYMENT,
TERM AND DUTIES


 


1.1                               Employment.  The Company hereby employs the Executive as President and Chief
Executive Officer, and the Executive accepts such employment and agrees to
perform services for the Company, for the period and upon the other terms and
conditions set forth in this Agreement.


 


1.2                                 Term. 
Unless terminated at an earlier date in accordance with Article III of
this Agreement, the term of this Agreement (“Term”) shall be for a period of
three (3) years, commencing on the Commencement Date, and shall extend through
August 13, 2006.  Thereafter, the Term shall be automatically extended
for successive one-year periods unless either party objects to such extension
by written notice to the other party at least sixty (60) days prior to the
expiration of the initial Term or any extension of the Term.  If the Company does not renew this Agreement
and thereafter terminates the Executive’s employment with the Company as its
Chief Executive Officer, or the Executive is removed as Chief Executive of the
Company after the Term and thereafter resigns, in each case, for reasons that
would not constitute “Cause” as defined in Section 3.1.2, then notwithstanding
termination of this Agreement, the Executive shall be entitled to the benefits
in Section 3.2.3, subject to the conditions set forth therein.


 

















 


1.3                                 Position
and Duties.


 


1.3.1                        Service with the Company.  The Executive agrees to serve as the
Company’s President and Chief Executive Officer and to perform such duties (a)
as are set forth for that position in the By-laws of the Company; (b) as the
Company’s Board of Directors (the “Board”) shall assign to the Executive from
time to time; and (c) that the Executive undertakes or accepts consistent with
his position as President and Chief Executive Officer.  The Executive acknowledges and agrees that,
from time to time, he will be required to perform duties with respect to one or
more of the Company’s subsidiary or affiliate companies (each an “Affiliate”),
and that he will not be entitled to any additional compensation for performing
those duties.


 


The Executive also agrees
to serve, for any period for which the Executive is elected, as a member of the
Board or as a director or officer of any Affiliate; provided, however, that the Executive shall not be entitled
to any additional compensation for serving in any of such capacities.


 


Upon termination of
Employee’s employment, for whatever reason, Employee agrees to resign
immediately from the Board and from all Affiliate boards of directors on which
he is then currently serving.


 


1.3.2                        Performance of Duties.  During the Term, the Executive agrees to
serve the Company faithfully and to the best of the Executive’s ability and to
devote the Executive’s full business time, attention and efforts to the
business and affairs of the Company (exclusive of any period of vacation, sick,
disability, or other leave to which the Executive is entitled).


 


The Executive hereby
confirms that, during the Term, the Executive will not render or perform
services for any other corporation, firm, entity or person that are
inconsistent with the provisions of this Agreement, whether or not such
activity is pursued for gain, profit, or other pecuniary advantage.


 


The rest of this Section
1.3.2 notwithstanding, the Executive may (a) serve on the boards of profit or
non-profit corporations (the Executive shall obtain approval to serve on such a
board in accordance with all of the Company’s policies, including, without
limitation, the Company’s Policy regarding Conflicts of Interest); (b) deliver
lectures or fulfill speaking engagements; and (c) manage personal investments,
so long as the activities referred to in clauses (a) through (c) above do not
materially interfere with the performance of the Executive’s responsibilities
under this Agreement.  Notwithstanding
the terms of clause (a) of the preceding sentence, the Executive agrees to
resign from any and all boards of profit or non-profit corporations, as and
when requested to do so by the Board at any time during the Term if, in its
good faith judgment, the Board


 


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determines that such
service (or continued service) by the Executive is not in the best interests of
the Company.


 


The Executive will
perform all of the Executive’s responsibilities in compliance with all
applicable laws and with all of the applicable policies generally in effect for
employees of the Company or any applicable policies of the Company Affiliate
for which the Executive performs services, including without limitation, the
Company’s Global Business Code of Conduct and related policies, including the
Company’s Policy on Trading in the Company’s Securities, as the same may be
amended from time to time.


 


1.3.3                        Relocation.  The Executive’s primary office shall be located in the
greater Twin Cities metropolitan area, unless the Company’s headquarters is
relocated. If the Company’s headquarters is relocated, the Executive agrees to
relocate his primary office location to the Company’s new headquarters, and the
Company agrees to reimburse the Executive for his reasonable expenses in connection
with any move he is required to make.


 


1.4                                 Transitional Services.  The Executive agrees to continue to serve as
the Company’s Chief Financial Officer, performing the duties of such office as
he currently performs them, between the Commencement Date and the date that the
Board elects a new Chief Financial Officer (or such earlier date, if any, as
the Board determines), without receiving any compensation or benefits in
addition to those set forth in this Agreement.


 


ARTICLE II.  COMPENSATION, BENEFITS AND EXPENSES


 


2.1                                 Base Salary.  As his initial base compensation for all services he renders
under this Agreement, the Executive shall receive an annualized base salary
(“Annual Base Salary”) of Five Hundred Fifty Thousand Dollars ($550,000.00).  The Annual Base Salary shall be paid in
accordance with the Company’s normal payroll procedures and policies, as such
procedures and policies may be modified from time to time.  The Annual Base Salary shall be reviewed and
adjusted in the sole discretion of the Board’s Compensation Committee (the
“Committee”) according to a schedule and in a manner consistent with the
Company’s practices for salary adjustment, which practices may be revised from
time to time.


 


2.2                                 Incentive Compensation.  During the Term (and while the Company’s
Executive Management Incentive Plan (the “EMIP”) remains in effect), the
Committee shall continue to designate the Executive as a participant in the
EMIP, subject to and in accordance with the terms and conditions thereof,
including any goals the Committee establishes to govern the EMIP for any fiscal
year.  For each fiscal year of the EMIP
after fiscal year 2003 during the Term during which the targeted objective
performance criteria established by the Committee under the EMIP for such
fiscal year are satisfied by the Executive, the Committee agrees that it shall
not exercise its negative discretion under the EMIP to cause the Executive’s
incentive compensation payable thereunder to be less than the “Target
Incentive” (as defined below) applicable to that fiscal year,


 


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so long as the targeted performance criteria established under the
Company’s annual management incentive plan applicable to senior executives not
participating in the EMIP for such fiscal year have otherwise been
satisfied.  For purposes of
clarification and not in limitation of the preceding sentence, if the targeted
performance criteria established under the Company’s annual management incentive
plan applicable to senior executives not participating in the EMIP for such
fiscal year have not otherwise been satisfied, then the Executive may have the
opportunity to earn greater than 100% or may be paid less than 100% of his
Annual Base Salary for such fiscal year, at the discretion of the Committee,
and upon its consideration of relevant performance criteria.


 


For purposes of
this Agreement, the term “Target Incentive” shall mean an amount equal to 100%
of the Annual Base Salary actually paid to the Executive for a given fiscal
year.


 


2.3                                 Benefit Plans:  During the Term, the Executive shall be entitled to
participate in the employee benefits offered generally by the Company to its
executive employees, to the extent that the Executive’s position, tenure,
salary, health, and other qualifications make the Executive eligible to
participate.  The Executive’s
participation in such benefits shall be subject to the terms of the applicable
plans, as the same may be amended from time to time.  The Company does not guarantee the adoption or continuance of any
particular employee benefit or benefit plan during the Term, and nothing in
this Agreement is intended to, or shall in any way restrict the right of the
Company, to amend, modify or terminate any of its benefits or benefit plans
during the Term.


 


2.4                                 Stock Options.  The Company will grant to the Executive an
option to purchase 1,200,000 shares of the Company’s common stock on August 29,
2003, in accordance with the terms of the Company’s Global Stock Incentive Plan
(the “Global Plan”), as the same may be amended from time to time, and a
non-qualified stock option agreement to be entered into by the Executive and
the Company.  The exercise price for
this option shall be the “fair market value” of the Company’s common stock on
August 29, 2003, as determined in accordance with the terms of the Global
Plan.  Except as otherwise provided in
Section 3.2.3, assuming the Executive remains employed with the Company or any
Affiliate as of the dates set forth below, these options will vest over a three
(3) year-period as follows:


 


	
  Grant

  	
   

  	
  Vesting Date

  
	
  400,000 options

  	
   

  	
  August 13, 2004

  
	
   

  	
   

  	
   

  
	
  100,000
  options per quarter thereafter

  	
   

  	
  Last day of each fiscal
  quarter thereafter, commencing November 30, 2004

  



 


2.5                                 Restricted Stock Grant.  The Company will grant to the Executive
650,000 shares of the Company’s common stock in accordance with the terms of
the Global Plan, as the same may be amended from time to time, and a restricted
stock agreement to be entered into by the Executive and the Company.  Except as otherwise provided in Section
3.2.3, assuming that the Executive remains employed with the Company or any
Affiliate as of the dates set forth below, these shares will vest over a three
(3) year-period as follows:


 


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  Grant

  	
   

  	
  Vesting Date

  
	
  216,667 shares

  	
   

  	
  August 13, 2004

  
	
  216,667 shares

  	
   

  	
  August 13, 2005

  
	
  216,666 shares

  	
   

  	
  August 13, 2006

  



 


 


2.6                                 Additional Equity Grants.  The Executive will be eligible for
consideration for additional grants of equity in the Company beginning with the
fiscal year 2005 Company equity grant cycle, and in conformity with the
practices and procedures of the Committee as in effect at such time.  During the Term, the Executive shall be
entitled to participate in the equity plans offered generally by the Company to
its executive employees, to the extent that the Executive’s position, tenure,
salary and other qualifications make the Executive eligible to participate.


 


2.7                                 Expenses.  During the Term, the Executive shall be entitled to reimbursement
for all reasonable business expenses he incurs in carrying out his duties under
this Agreement in accordance with the policies and practices of the Company for
submission of expense reports, receipts, or similar documentation of such
expenses as in effect from time to time by the Company.


 


2.8                                 Executive Perquisites.  The Executive will be eligible to receive
any executive perquisites that the Company may from time to time deem are
appropriate and administratively feasible to provide to its executives, generally
or to the Executive, specifically. 
Those perquisites shall include:


 


2.8.1                        $24,000
annual perquisite allowance, paid at a rate of $2,000 per month, to cover
additional benefits that will best meet the Executive’s personal needs; and


 


2.8.2                        Payment of
reasonable club membership fees and, after the date hereof, payment of
reasonable monthly fees for one club selected by the Executive; provided that,
the Committee reserves the right to determine whether such fees are reasonable.


 


ARTICLE III:  TERMINATION OF EMPLOYMENT


 


3.1                                 Termination.  The Executive’s employment under this Agreement may be terminated
during the Term as described in this Article III.


 


3.1.1                        Death or
Disability.  The Executive’s employment shall terminate
automatically upon the Executive’s death. 
The Executive’s employment shall terminate in the event the Executive
becomes “Totally Disabled.”  For
purposes of this Agreement, “Totally Disabled” means “totally disabled” as
defined in the Company’s Group Long-Term Disability Plan applicable to senior
executives as in effect on the Commencement Date.


 


3.1.2                        Termination by the Company for Cause.  The Company may terminate this Agreement and
the Executive’s employment hereunder for Cause at any time after providing
written notice to the Executive.  For
purposes of this Agreement, “Cause” means:


 


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(a)                                  the
gross neglect or willful failure or refusal of the Executive to perform the
Executive’s duties hereunder (other than as a result of total or partial
incapacity due to physical or mental illness) including any breach of the
Executive’s fiduciary duties to the Company (including the Executive’s appropriation or attempted appropriation of a material
business opportunity of  the Company);


 


(b)                                 the
engaging by the Executive in intentional or willful misconduct which is
materially injurious to the reputation, business, financial condition or
business relationships of the Company or the Executive’s reputation or business
relationships;


 


(c)                                  perpetration
of an intentional and knowing fraud against or affecting the Company or any
customer, supplier, client, agent, or executive thereof;


 


(d)                                 conviction
(including conviction on a nolo contendere
plea) of a felony or any crime involving fraud, dishonesty or moral turpitude;
or


 


(e)                                  the
breach of any covenant set forth in Article IV or V hereof;


 


provided, however that:


 


(i)                                     the
matters covered by clause (a) or (e) above shall not be deemed to constitute
“Cause” hereunder if, in the reasonable good faith belief of the Executive, his
actions were in the best interests of the Company;


 


(ii)                                  a
termination pursuant to clauses (a), (b), (c) or (e) shall not become effective
unless the Company has delivered written notice to the Executive describing
Executive’s actions constituting “Cause” and the Executive has failed to
convince the Board within fifteen business (15) days thereafter that his
actions did not constitute “Cause” as described in such notice; and


 


(iii)                               a
termination pursuant to clauses (a) or (e) above, if susceptible of cure, shall
not become effective unless the Executive fails to cure such failure to perform
or breach within forty-five (45) days after written notice from the Company
identifying what reasonable actions shall be required to cure such failure to
perform.


 


3.1.3                        Termination by the Company without Cause.  The Company may terminate this Agreement and
the Executive’s employment hereunder for any reason or no reason at any time
after providing written notice to the Executive.  If the Company terminates the Executive’s employment for any
reason other than Cause, then the terms of Section 3.2.3 shall apply.


 


3.1.4                        Termination by the Executive For Good Reason.  The Executive may terminate his employment
for Good Reason.  Good Reason will exist
in the event that the Company, without the Executive’s written consent:


 


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(a)                                  institutes
a material adverse change in the Executive’s title or in the duties assigned to
the Executive;


 


(b)                                 requires
the Executive to relocate his principal residence to a location other than the
Twin Cities metropolitan area, except as provided in Section 1.3.3;


 


(c)                                  reduces
the total amount of the Executive’s Annual Base Salary below $550,000;


 


(d)                                 reduces
the annual EMIP Target Incentive for any fiscal year during the Term that the
EMIP is in effect;


 


(e)                                  terminates
the EMIP during the Term and does not offer the Executive an opportunity to
earn the Target Incentive under another executive compensation plan of the
Company;


 


(f)                                    reduces
the aggregate benefits package described in Sections 2.3 through 2.8 available
to the Executive in a manner that is materially and adversely disproportionate
in effect to the Executive when compared on a relative basis to the effects of
such action on other senior executives of the Company, and such reductions were
not supported by the Executive;


 


(g)                                 does
not nominate the Executive as a candidate to serve on the Board;


 


(h)                                 enters
into a Change in Control (as such term is defined in Section 3.4) transaction
the result of which is that the Executive no longer is serving as the chief
executive officer of a publicly reporting company;


 


(i)                                     removes,
as a general matter, the Executive’s primary authority to supervise and manage
the executive officers of the Company who report directly to the Chief
Executive Officer through the general assumption of that authority by the
Board, or any committee or individual member of the Board; provided that, any
action of the Board, or any committee or individual member of the Board, to
seek information directly from, or to request that a project be undertaken at
the direction of the Board by, any such executive officer shall not constitute
“Good Reason” hereunder; and provided further, 
that the Executive acknowledges and agrees that neither of the following
sets of activities constitutes “Good Reason:” 
(i) the Company’s internal audit function continuing to report directly
to the Audit Committee on an ongoing basis, and (ii) certain executive officers
and their staffs continuing to have ongoing responsibilities to support the
Board and its committees; or


 


(j)                                     substantially
fails to comply with the provisions of Article II hereof; provided, however,
that an unintentional failure to comply or a failure to


 


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comply that results from
administrative oversight shall not give rise to Good Reason, if such failure is
promptly corrected.


 


The Executive shall have Good Reason to terminate his employment if (i)
within forty-five (45) days following the Executive’s actual knowledge of the
event which the Executive determines constitutes Good Reason, he notifies the
Company in writing that he has determined a Good Reason exists and specifies
the event creating Good Reason, and (ii) following receipt of such notice, the
Company fails to remedy such event within forty-five (45) days.  If either condition is not met, the
Executive shall not have a Good Reason to terminate his employment.


 


3.1.5                        Continuation of Provisions.  Notwithstanding any termination of the
Executive’s employment with the Company, the Executive, in consideration of the
Executive’s employment hereunder to the date of employment termination, shall
remain bound by the provisions of this Agreement which specifically relate to periods,
activities or obligations upon or subsequent to the termination of the
Executive’s employment, including, but not limited to, the covenants contained
in Articles IV and V hereof and the Employee Invention Agreement, as defined
in, and subject to the conditions stated in, Section 4.1.


 


3.1.6                        Surrender of Records and Property.  Upon any termination of the Executive’s
employment with the Company, the Executive shall deliver promptly to the
Company the SecurID Net Access card, and all records, manuals, books, blank
forms, documents, letters, memoranda, notes, notebooks, reports, computer
disks, computer software, computer programs (including source code, object
code, on-line files, documentation, testing materials and plans and reports),
designs, drawings, formulae, data, tables or calculations or copies thereof,
which are the property of the Company or any Company Affiliate or which relate
in any way to the business, products, practices or techniques of the Company or
any Company Affiliate, and all other property, trade secrets and “Confidential
Information” (as defined in Section 4.2) of the Company or any Company
Affiliate, including, but not limited to, all tangible, written, graphical,
machine readable and other materials (including all copies) which in whole or
in part contain any trade secrets or Confidential Information of the Company or
any Company Affiliate which in any of these cases are in the Executive’s
possession or under the Executive’s control. 
This includes all copies or specimens in the Executive’s possession,
whether prepared or made by others or the Executive.  Upon any termination of the Executive’s employment, the Executive
shall also refrain from accessing the Company’s files via computer or modem.  The Executive shall acknowledge in writing
the return of all such materials, when requested to do so by the Company.


 


Notwithstanding
the foregoing, the Executive shall be entitled to retain one copy of this
Agreement, any stock option, restricted stock or other plan or agreement with
the Company pursuant to which the Executive retains any rights at the time of
his employment termination with the Company, and documentation provided to the
Executive during his employment relating to such compensation or benefits.


 


3.2                                 Compensation Following Termination Prior to the End of
the Term.  In the event
that the Executive’s employment hereunder is terminated prior to the end of the
Term, the


 


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Executive shall be entitled only to the following compensation and
benefits upon such termination:


 


3.2.1                        Termination by Reason of the Executive’s Death or
Total Disability.  In the
event that the Executive’s employment is terminated prior to the expiration of
the Term by reason of the Executive’s death or Total Disability, then:


 


(a)                                  The
Company shall pay the following amounts to the Executive, the Executive’s
spouse or his estate, as the case may be: 
any amounts due to the Executive for Annual Base Salary through the date
of employment termination, together with any other unpaid and pro rata amounts
to which the Executive is entitled as of the date of termination pursuant to
Article II of this Agreement, including, without limitation, amounts that the
Executive is entitled to under any benefit plan of the Company in accordance
with the terms of such plan; and


 


(b)                                 To
the extent vested on the date of the Executive’s employment termination, the
exercise period of the options granted to the Executive on August 29, 2003,
will be to be extended to the earlier of the third anniversary of the date of
the Executive’s employment termination and August 29, 2013; and


 


(c)                                  The
vesting of all shares of restricted stock granted to the Executive on August
29, 2003, will be accelerated to the date of the Executive’s employment termination.


 


Except as otherwise set forth above, the Executive will have no rights
to any unvested benefits or any other compensation or payments coming due after
the date of the Executive’s employment termination.


 


3.2.2                        Termination by the Company for Cause or by the
Executive Without Good Reason. 
If the Executive’s employment is terminated by the Company for Cause or
the Executive voluntarily terminates employment without Good Reason, the
Company shall pay to the Executive (a) any Annual Base Salary earned but not
paid through the date of the Executive’s employment termination, plus (b) the
amount of any other benefits to which the Executive is legally entitled as of
such date under the terms and conditions of any benefit plans of the Company in
which the Executive is participating as of such date.  The Company shall have no further obligations under this
Agreement.


 


3.2.3                        Termination by the Executive for Good Reason or by the
Company Without Cause. 
In the event that the Executive’s employment is terminated by the
Executive for Good Reason or by the Company without Cause, and provided that
the Executive has executed a written release to the Company in substantially
the same form attached hereto as Exhibit A and the rescission period specified
therein has expired, the Company shall:


 


(a)                                  pay
the following amounts to the Executive:


 


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(i)                                     any
accrued but unpaid Annual Base Salary in effect at the date of termination of
the Executive’s employment with the Company for services rendered to such date;


 


(ii)                                  a
lump sum severance payment of 200% of the sum of the Annual Base Salary and the
amount payable under the then-current EMIP, assuming that the Executive were
eligible for a payment thereunder at the EMIP Target Incentive in effect at the
date of termination;


 


(iii)                               upon
his election of COBRA continuation coverage, ADC shall continue to pay an
amount equal to the current employer contribution to medical and dental
premiums until such time as a) the Executive first becomes covered by another
group medical and dental coverage or b) six months following the termination
date, whichever is earlier; and


 


(iv)                              the
amount of any other benefits to which the Executive is legally entitled as of
such date under the terms and conditions of any benefit plans of the Company in
which the Executive is participating as of the date of termination; and


 


(b)                                 cause
the vesting of the unvested portions of the 1,200,000 options and the 650,000
restricted shares granted on August 29, 2003, to be accelerated to the date of
termination; and


 


(c)                                  cause
the exercise period for the unexercised options granted to the Executive on
August 29, 2003, to be extended to the earlier of the third anniversary of the
date of termination and August 29, 2013.


 


The Company shall have no further obligations under this Agreement.


 


3.2.4                        Change in Control.  Following a “Change in Control” (as that
term is defined in the Company’s Change in Control Plan applicable to the
Executive, as such plan may be amended from time to time), the Executive will
be eligible to receive payments and benefits under such Change in Control Plan
as then in effect.  If a Change in
Control occurs during the Term, this Agreement shall remain in effect following
such Change in Control for the remainder of the Term.  If the Executive receives payments and benefits under such Change
in Control Plan as then in effect, the Executive shall not be entitled to
receive any payments or benefits under this Agreement.  If the Executive receives payments and
benefits under this Agreement following a Change in Control, then Executive
shall not be entitled to receive any payments or benefits under such Change in
Control Plan as then in effect.


 


3.3                                 No Other Benefits.  If the Executive receives the payments and
benefits described in this Article III, the Executive will not be eligible to
receive from the Company or any Affiliate any other severance or termination
payments or benefits of any kind, including but not limited to those provided
in Article II of this Agreement.


 


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ARTICLE IV:  CONFIDENTIAL INFORMATION


 


4.1                                 Purpose and Scope.  As a condition precedent to the Company
hiring the Executive as President and Chief Executive Officer and the Company’s
performance of its obligations hereunder, the Executive shall execute and
deliver to the Company the Employee Invention, Copyright and Trade Secret
Agreement in the form attached hereto as Exhibit
B (the “Employee Invention Agreement”).  To the extent of any inconsistencies between the terms of this
Agreement and the terms of the Employee Invention Agreement, the terms of this
Agreement shall control during the Term (and any period during which the
inconsistent sections of this Agreement survive beyond such Term).  For purposes of clarification and not in
limitation of the foregoing sentence, the parties acknowledge and agree that,
during such period of time, the identified sections of the Agreement shall
control over the comparable provisions of the Employee Inventions Agreement, as
set forth in Exhibit C hereto.


 


4.2                                 Nondisclosure.  At all times during the Executive’s
employment and thereafter, the Executive will hold in the strictest confidence
and will not disclose, use, lecture upon or publish any of the Company’s
Confidential Information, except as such disclosure, use or publication may be
required in connection with the Executive’s work for the Company, or unless the
Company expressly authorizes such disclosure in writing.  The Executive will obtain the Company’s
written approval before publishing or submitting for publication any material
(written, verbal or otherwise) that relates to the Executive’s work at the
Company and/or incorporates any Confidential Information.  The Executive hereby assigns to the Company
any and all rights, title and interest the Executive may have or acquire in the
Confidential Information and recognizes that all of the Confidential
Information is and shall be the sole property of the Company and its successors
and assigns.


 


As used herein,
“Confidential Information” means information that was developed, created, or
discovered by or on behalf of the Company, or which became or will become known
by, or was or is conveyed to the Company, which has commercial value in the
Company’s business.  “Confidential
Information” includes, but is not limited to, software programs, source and
object code, algorithms, trade secrets, designs, technology, know-how,
processes, data, ideas, techniques, inventions (whether patentable or not),
works of authorship, formulas, business and product development plans, customer
lists, terms of compensation and performance levels of the Company employees,
financial, strategic and other information concerning the Company’s actual or
anticipated business, research or development, or which is received in
confidence by or for the Company from any other person.  Information shall cease to be “Confidential
Information” at such time as it becomes known to the general public through no
fault of the Executive (including no breach of this Section 4.2 by the
Executive).


 


ARTICLE V:  NON-COMPETITION, NON-SOLICITATION NON-HIRE AND NON-DISPARAGEMENT


 


5.1                                 Non-Competition Covenant.  In consideration of the financial and other
benefits described in this Agreement, the Executive agrees that, during the
period commencing on the Commencement Date and ending on the date that
is one (1) year after the date on which the Executive ceases to be
employed by the Company (for whatever reason and whether such cessation is
occasioned by the Company or the Executive), the Executive shall not, directly
or


 


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indirectly, and in any manner or capacity (e.g., as an advisor,
principal, agent, partner, officer, director, investor, shareholder, employee,
member of any association or otherwise), engage in any business activities that
are competitive with the business conducted by the Company or any Company
Affiliate on or prior to the date the Executive ceases to be employed by the
Company.


 


5.2                                 Geographical Extent of Covenant.  The Executive acknowledges that the Company
directly, or indirectly through the Company Affiliates, currently is engaged in
business on a world-wide basis.  Consequently, the Executive agrees that
his obligations under this Article V shall apply in any market, foreign or
domestic, in which: (a) the Company or, as applicable, a Company Affiliate(s),
operates during the one-year period described in Section 5.1; and (b) the
Company or, as applicable, a Company Affiliate(s), has plans to enter on the
date the Executive ceases to be employed by the Company.


 


5.3                                 Limitation on Covenant.  Ownership by the Executive, as a passive
investment, of less than one percent (1%) of the outstanding shares of capital
stock of any corporation listed on a national securities exchange or publicly
traded in the over-the-counter market shall not constitute a breach of this
Article V.


 


5.4                                 Non-Solicitation And Non-Hire.  The Executive agrees that, for a period of
two (2) years after termination of his employment for any reason (and whether
occasioned by the Company or the Executive), the Executive shall not, except
with the prior written consent of the Company: 
(a) hire or attempt to hire for employment any person who is employed by
the Company or a Company Affiliate, or attempt to influence any such person to
terminate employment with the Company or any Company Affiliate; (b) induce or
attempt to induce any employee of the Company or any Company Affiliate to work
for, render services to, provide advice to, or supply confidential business
information or trade secrets of the Company or any Company Affiliate to any
third person, firm or corporation; or (c) induce or attempt to induce any
customer, supplier, licensee, licensor or other business relation of the Company
or any Company Affiliate to cease doing business with the Company or such
Company Affiliate, or in any way interfere with the relationship between any
such customer, supplier, licensee, licensor or other business relation and the
Company or any Company Affiliate.  Nothing herein shall prohibit the
Executive from general advertising for personnel not specifically targeting any
employee or other personnel of the Company, or from hiring any such employee or
other personnel responding to such general advertising.


 


The foregoing limitations shall not apply with respect
to:  (i) any former employee of the
Company whose employment terminated prior to the Commencement Date, or (ii) any
employee of the Company whose employment is terminated after the Commencement
Date and prior to the date of the Executive’s termination of employment, so
long as at least six (6) months have passed between the date of such employee’s
employment termination and the date of any action by the Executive set forth in
the first sentence of this Section 5.4.


 


5.5                                 Non-Disparagement.  During
and after the Term,  the Executive agrees not to make any
remarks (whether in public or private) knowingly or intentionally disparaging
the Company or any Company Affiliate, or their respective products, services,
officers, director or


 


12

















 


employees, whether past or current, including any present, former or
future director, officer, employee or agent of the Company or any Company
Affiliate.


 


ARTICLE VI:  DISPUTE RESOLUTION PROCESS


 


6.1                                 Dispute Defined.  The Company and the Executive desire to
establish a reasonable and confidential means of resolving any dispute,
question or interpretation arising out of or relating to (i) this Agreement or
the alleged breach or threatened breach of it, (ii) the making of this
Agreement, including claims of fraud in the inducement, (iii) the Executive’s
employment by the Company pursuant to this Agreement, including claims of
wrongful termination or discrimination, or (iv) any activities by the Executive
restricted by Articles IV and V and by Exhibit B (to the extent applicable) of
this Agreement following the cessation of his employment with the Company (each
such dispute to be referred to herein as a “Dispute”).


 


6.2                                 Procedure.  In furtherance of the parties’ mutual desire, the Company and the
Executive agree that if either party believes a Dispute exists, that party
shall provide the other with written notice of the claimed Dispute.  Upon
receipt of that written notice, the following procedure shall be the exclusive
means of fully and finally resolving the Dispute.  First, within thirty
(30) days of the other party receiving that notice, the Executive and
appropriate representatives of the Company and/or Board will meet to attempt to
resolve amicably the Dispute.  Second, if a mutually agreeable resolution
is not reached within thirty (30) days following the parties’ first meeting,
the parties will engage in mediation with a mutually agreeable neutral
mediator, said mediation to be held within forty-five (45) days of the final
meeting between the Executive and representatives of the Company and/or
Board.  The Company shall pay the fees and expenses of the mediator.  Third, if the Dispute is not resolved
through mediation within thirty (30) days, the Dispute shall be resolved
exclusively by final and binding arbitration held in accordance with the
provisions of this Agreement and the American Arbitration Association (“AAA”)
National Rules for the Resolution of Employment Disputes then in effect, unless
such rules are inconsistent with the provisions of this Agreement.  In
connection with such arbitration:


 


(a)                                  Any such
arbitration shall be conducted: (A) by a neutral arbitrator appointed by mutual
agreement of the parties; or (B) failing such agreement, by a neutral
arbitrator appointed in accordance with said AAA rules;


 


(b)                                 The parties
shall be permitted reasonable discovery in accordance with the provisions of
the Minnesota Rules of Civil Procedure, including the production of relevant
documents by the other party, the exchange of witness lists, and a limited
number of depositions, including depositions of any expert who will testify at
the arbitration;


 


(c)                                  The
arbitrator’s award shall include findings of fact and conclusions of law
showing the legal and factual bases for the arbitrator’s decision;


 


13

















 


(d)                                 The
arbitrator shall have the authority to award to the prevailing party any remedy
or relief that a United States District Court or court of the State of
Minnesota could order or grant if the dispute had first been brought in that
judicial forum, including costs and attorneys’ fees;


 


(e)                                  The
arbitrator’s award may be entered by any court of competent jurisdiction; and


 


(f)                                    Unless
otherwise agreed by the parties, the place of any arbitration proceeding shall
be Minneapolis, Minnesota.


 


6.3                                 Confidentiality of Dispute Resolution. 
Except as the parties shall agree in writing, upon court order, or as required
by law, neither the Company nor the Executive will disclose to any third party,
except for their counsel, retained experts and other persons directly serving
counsel or retained experts, any fact or information in any way pertaining to
the process of resolving a Dispute under this Article VI, or to the fact of or
any term that is part of a resolution or settlement of any Dispute.  This
prohibition on disclosure specifically includes, without limitation, any
disclosure of an oral statement or of a written document made or provided by
either the Executive or the Company, or by any of its or his representatives,
counsel or retained experts, or other persons directly serving any
representatives, counsel or retained experts.


 


6.4                                 Right to Injunctive Relief.  The Executive acknowledges and agrees that
the services to be rendered by him hereunder are of a special, unique and
extraordinary character, that it would be difficult to replace such services
and that any violation of the Executive’s obligations under either Article IV
or Article V would be highly injurious to the Company and/or to any Company
Affiliate and that it would be extremely difficult to compensate the Company
and/or any Company Affiliate fully for damages for any such violation.  Accordingly, notwithstanding the terms of
this Article VI, the Company or any Company Affiliate, as the case may be,
shall be entitled to seek temporary and permanent injunctive relief from a
court of law, in the event of violation by the Executive of any of his
obligations under any provision of either Article IV or Article V.  This provision with respect to injunctive
relief shall not, however, diminish the right of the Company, any Company
Affiliate or the Executive to claim and recover damages, or to seek and obtain
any other relief available to it pursuant to the provisions of this Article VI.


 


ARTICLE VII:  ASSIGNMENT; SUCCESSORS.


 


7.1                                 Assignment.  This Agreement is personal to the Executive and, without the
prior written consent of the Company, shall not be assignable by the
Executive.  This Agreement shall inure to the benefit of and be
enforceable by the Executive’s heirs, executors and administrators.


 


7.2                                 Successors.  This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns, provided that the Company may not
assign this Agree­ment except in connection with the assignment or disposition
of all or substantially all of the as­sets or stock of the Company, or by law
as a result of a merger or consolidation.


 


14

















 


ARTICLE VIII:  MISCELLANEOUS PROVISIONS


 


8.1                                 Notices.  All notices and other communications under this Agreement shall
be in writing and shall be given by hand delivery to the other party, by
registered or certified mail, return receipt requested, postage prepaid, or by
telefacsimile with printed confirmation, addressed as follows:


 


If to the Executive: 


Robert E. Switz


5930 Boulder Bridge Lane


Shorewood, Minnesota  
55331


Fax:  (952)
401-0061


 


 


With a copy to:


Lindquist & Vennum PLLP


4200 IDS Center


Minneapolis, Minnesota 55402


Fax:  (612) 371-3207


Attention:  Edward J. Wegerson


 


 


If to the Company
by mail or fax: 


ADC
Telecommunications Inc. 


P.O. Box 1101 


Minneapolis,
Minnesota 55440-1101 


Fax:  (952) 917-0708


Attention:  Chairman of Compensation Committee 


With a copy
to:  Chief Legal Officer


 


 


If to the Company by hand
delivery: 


ADC Telecommunications
Inc. 


13625 Technology Drive 


Eden Prairie, Minnesota
55344-2252 


Attention:  Chairman of Compensation Committee 


With a copy to:  Chief Legal Officer


 


or to such other address as either party furnishes to the other in
writing in accordance with this paragraph.  Notices and communications
shall be effective when actually received by the addressee or three (3) days
after the initiation of delivery; provided, that this period will not extend
any period of notice specifically set forth in this Agreement.


 


15

















 


Any party may
change the address for the purpose of this Section by giving the other written
notice of the new address in the manner set forth above.


 


8.2                                 Enforceability.  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.  In furtherance of and not in limitation of the foregoing,
the Executive and the Company expressly agree that should the duration of,
geographical extent of, or business activities covered by, any provision of
this Agreement be in excess of that which is valid or enforceable under
applicable law in a given jurisdiction, then such provision, as to such jurisdiction
only, shall be construed to cover only that duration, extent or activities that
may validly or enforceably be covered. 
The Company and the Executive acknowledge the uncertainty of the law in
this area with respect to Sections 5.1 and 5.2, and expressly stipulate that
this Agreement is to be given the construction that renders its provisions
valid and enforceable to the maximum extent (not exceeding its express terms)
possible under applicable law.


 


8.3                                 Taxes.  Notwithstanding
any other provision of this Agreement, the Company shall withhold from any
amount payable under this Agreement all federal, state, local and foreign taxes
that are required to be withheld by applicable laws or regulations, or that are
consistent with the Company’s prevailing practice.


 


8.4                                 Governing
Law, Construction, and Severability. 
The validity, interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Minnesota.  In the event any provision of this Agreement
shall be held illegal or invalid for any reason, said illegality or invalidity
shall not in any way affect the legality or validity of any other provision of
this Agreement.  It is the intention of
the parties hereto that the Company be given the broadest possible protection
respecting its Confidential Information and trade secrets and respecting
competition by the Executive following the Executive’s separation from the
Company.


 


8.5                                 Venue.  Any action at law, suit in equity or
judicial proceeding arising directly, indirectly or otherwise in connection
with, out of, related to or from this Agreement or any provision hereof shall
be litigated only in the State of Minnesota, Hennepin County District Court, or
the United States District Court for the District of Minnesota.  The Executive waives any right the Executive
may have to transfer or change the venue of any litigation brought against the
Executive by the Company.


 


8.6                                 Entire
Agreement.  This Agreement
(together with the Exhibits attached hereto) is the final, complete and
exclusive agreement of the parties with respect to the subject matter hereof
and supersedes all prior discussions between the Company and the Executive
regarding the subject matter hereof.  No
modification of, or amendment to, this Agreement, nor any waiver of either
party’s rights under this Agreement, will be effective unless in writing and
signed by both parties.  Any subsequent
change or changes in the Executive’s duties, obligations, salary or compensation
will not affect the validity or scope of this Agreement.


 


16

















 


8.7                                 Counterparts.  This Agreement may be simultaneously
executed in any number of counterparts, and such counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.


 


8.8                                 Captions
and Headings.  The captions and
paragraph headings used in this Agreement are for convenience of reference
only, and shall not affect the construction or interpretation of this Agreement
or any of the provisions hereof.


 


8.9                                 Survivability.  The provisions of this Agreement that by
their terms call for performance subsequent to termination of the Executive’s
employment under this Agreement, or of this Agreement, shall so survive such
termination.  For purposes of clarification
and not in limitation of the foregoing sentence, the parties acknowledge and
agree that Articles IV, V and VIII, Section 3.1.6 and the last sentence of
Section 1.2 (and, solely for purposes of enforcing the last sentence of Section
1.2, Sections 3.1.2 and 3.2.3) shall survive the termination of this Agreement.


 


8.10                           Waiver.  No waiver by the Company or the Executive of any breach or
violation of this Agreement shall be a waiver of any preceding or succeeding
breach or violation.  No waiver by the
Company or the Executive of any right under this Agreement shall be construed
as a waiver of any other right hereunder. 
Except as otherwise provided in Section 3.1.2 or Section 3.1.4, neither
the Company nor the Executive shall not be required to give notice to enforce
strict adherence to any of the terms or conditions of this Agreement.


 


8.11                           No Conflicting Obligations.  The
Executive represents that the Executive’s performance of all the terms of this
Agreement and as an the Executive of the Company does not and will not breach
any agreement to keep in confidence information acquired by the Executive in
confidence or in trust prior to the Executive’s employment with the
Company.  The Executive has not entered
into, and the Executive agrees that he or she will not enter into, any
agreement, either written or oral, in conflict with this Agreement.


 


8.12                           Representation
of the Executive.  The
Executive represents and warrants to the Company that the Executive is free to
enter into this Agreement and has no contract, commitment, arrangement or
understanding to or with any party that restrains or is in conflict with the
Executive’s performance of the covenants, services and duties provided for in
this Agreement.  The Executive agrees to
indemnify the Company and to hold it harmless against any and all liabilities
or claims arising out of any unauthorized act or acts by the Executive that,
the foregoing representation and warranty to the contrary notwithstanding, are
in violation, or constitute a breach, of any such contract, commitment,
arrangement or understanding.


 


8.13                           Advice of Counsel.  The Executive acknowledges that he has been
provided the opportunity to seek, and has obtained, the advice of counsel in
connection with the negotiation and execution of this Agreement.


 


8.14                           No Strict Construction. Each of the
Executive and the Company acknowledges and agrees that the language used in
this Agreement and the other agreements referred to herein is, and shall be
deemed to be, the language chosen by the parties to express their mutual
intent, and no rule of strict construction shall be applied against either
party hereto.


 


17

















 


8.15                           Good Faith and Fair Dealing.  Each of the Executive and the Company
acknowledges and agrees that his or its respective performance of his or its
obligations under this Agreement shall be conducted in good faith and with fair
dealing toward the other party hereto.


 


8.15                           Legal Fees.  The Company shall reimburse the Executive for the reasonable, and
appropriately documented, fees and expenses of counsel to the Executive in
connection with the negotiation and execution of this Agreement, up to a
maximum total reimbursement of $10,000.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


18

















 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.


 


Dated this 29 day
of August, 2003


 


 


	
  /s/ Robert E. Switz

  	
   

  
	
  ROBERT E. SWITZ

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ADC TELECOMMUNICATIONS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/
  Laura Owen

  	
   

  
	
   

  	
  Laura Owen

  	
   

  
	
   

  	
  Vice President, Human Resources

  	
   

  



 


19

















 


EXHIBIT A


 


GENERAL RELEASE


 


This General
Release is made and entered into as of the
          day of
                            ,
                
, by Robert E. Switz (“the Executive”).


 


WHEREAS, ADC Telecommunications, Inc.
(the “Company”) and the Executive are parties to an Employment Agreement dated
as of August 13, 2003;


 


WHEREAS, the Executive intends to
settle any and all claims that the Executive has or may have against the
Company as a result of the Executive’s employment with the Company and the
cessation of the Executive’s employment with the Company; and


 


WHEREAS, under the terms of the
Employment Agreement, which the Executive agrees are fair and reasonable, the
Executive agreed to enter into this General Release as a condition precedent to
the severance arrangements described in Article III of the Employment
Agreement;


 


NOW, THEREFORE, in consideration of
the provisions and the mutual covenants herein contained, the parties agree as
follows:


 


1.                                      Release.  For the consideration expressed in the
Employment Agreement, the Executive does hereby fully and completely release
and waive any and all claims, complaints, causes of action, demands, suits, and
damages, of any kind or character, which the Executive has or may have against
the Released Parties, as hereinafter defined, arising out of any acts,
omissions, conduct, decisions, behavior, or events occurring up through the
date of the Executive’s signature on this General Release, including the
Executive’s employment with the Company and the cessation of that
employment.  For purposes of this
General Release, “Released Parties” means collectively the Company, its
predecessors, successors, assigns, parents, affiliates, subsidiaries, related
companies, officers, directors, shareholders, agents, servants, executives, and
insurers, and each and all thereof.


 


The Executive
understands and accepts that his release of claims includes any and all
possible discrimination claims, including but not limited to claims based
upon:  Title VII of the Federal Civil
Rights Act of 1964, as amended; the Age Discrimination in Employment Act; the
Americans with Disabilities Act; the Equal Pay Act; the Fair Labor Standards
Act; the Employee Retirement Income Security Act; the Minnesota Human Rights
Act; Minn. Stat. §181.81; the Minneapolis Code of Ordinances; or any other
federal, state or local statute, ordinance or law.  The Executive also understands that the Executive is giving up
all other claims, including those grounded in contract or tort theories,
including but not limited to:  wrongful
discharge; violation of Minn. Stat. §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; 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; whistleblower; intentional
or negligent infliction of emotional distress; or any other theory, whether
legal or equitable.


 


20

















 


The Executive
further understands that the Executive 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. 
The 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 against any of the Released Parties.


 


This Release does
not apply to any post-termination claim that the Executive may have for
benefits under the provisions of any Executive benefit plan maintained by the
Company, or for any benefits or payments due to the Executive after the date
hereof under the terms of the Employment Agreement.


 


The Executive’s
release of claims shall not apply to any claims the Executive might have to
indemnification under Minnesota Statute §302A.521, any other applicable statute
or regulation, or the Company’s by-laws.


 


2.                                      Rescission.  The Executive has been informed of the
Executive’s right to rescind this General Release by written notice to the
Company within fifteen (15) calendar days after the execution of this General
Release.  The Executive has been
informed and understands that any such rescission must be in writing and
delivered to the Company by hand, or sent by mail within the 15-day time
period.  If delivered by mail, the
rescission must be:  (1) postmarked
within the applicable period and (2) sent by certified mail, return receipt
requested.


 


The Executive
understands that the Company will have no obligations under the Employment
Agreement in the event a notice of rescission by the Executive is timely
delivered, and, in the event the Executive rescinds this General Release, the
Executive agrees to repay to the Company any payments made to him or benefits
conferred upon him pursuant to Article III of the Employment Agreement prior to
the date of rescission.


 


3.                                      Acceptance
Period; Advice of Counsel.  The
terms of this General Release will be open for acceptance by the Executive for
a period of 21 days after the date of the Executive’s employment termination,
during which time the Executive may consider whether or not to accept this
General Release.  The Executive agrees
that changes to this General Release, whether material or immaterial, will not
restart this acceptance period.  The
Executive is hereby advised to seek the advice of an attorney regarding this
General Release.


 


4.                                      Binding
Agreement.  This General Release
shall be binding upon, and inure to the benefit of, the Executive and the
Company and their respective successors and permitted assigns.


 


5.                                      Representation.   The Executive hereby acknowledges and
states that he has read this General Release. 
The Executive further represents that this General Release is written in
language that is understandable to him, that he fully appreciates the meaning
of its terms, and that he enters into this General Release freely and
voluntarily.


 


21

















 


IN WITNESS WHEREOF, the Executive,
after due consideration, has authorized, executed, and delivered this General
Release all as of the date first written.


 


	
   

  	
   

  
	
   

  	
  Robert E. Switz

  



 


22

















 


EXHIBIT B


 


PROPRIETARY INFORMATION,
INVENTION and CONFIDENTIALITY AGREEMENT


 


In consideration of my employment by ADC Telecommunications,
Inc. (hereafter referred to as “the Company”), and the compensation received by
me from the Company from time to time, I hereby agree to the following terms of
this Proprietary Information, Invention and Confidentiality Agreement
(hereafter referred to as “Agreement”):


 


1.                                       Definitions:


 


a.                                       As used in this Agreement, “ADC Telecommunications, Inc.” and “the Company” refer to ADC
Telecommunications, Inc. and each of its subsidiaries.  I recognize and agree that my obligations
under this Agreement and all terms of this Agreement apply to me regardless of
whether I am employed by or work for ADC Telecommunications, Inc. or any
subsidiary or affiliated company of ADC Telecommunications, Inc.  Furthermore, I understand and agree that the
terms of this Agreement will continue to apply to me even if I transfer at some
time from one subsidiary or affiliate of the Company to another.


 


b.                                      I understand that the Company possesses
and will possess Proprietary Information which is important to its
business.  For purposes of this
Agreement, “Proprietary Information”
is information that was developed, created, or discovered by or on behalf of
the Company, or which became or will become known by, or was or is conveyed to
the Company, which has commercial value in the Company’s business.  “Proprietary Information” includes, but is
not limited to, software programs, source and object code, algorithms, trade
secrets, designs, technology, know-how, processes, data, ideas, techniques,
inventions (whether patentable or not), works of authorship, formulas, business
and product development plans, customer lists, terms of compensation and
performance levels of the Company employees, and other information concerning
the Company’s actual or anticipated business, research or development, or which
is received in confidence by or for the Company from any other person.  I understand that my employment creates a
relationship of confidence and trust between me and the Company with respect to
Proprietary Information.


 


c.                                       I understand that the Company possesses
or will possess “Company Documents and
Materials” which are important to its business.  For purposes of this Agreement, “Company
Documents and Materials” are documents or other media or tangible items that
contain or embody Proprietary Information or any other information concerning
the business, operations or plans of the Company, whether such documents, media
or items have been prepared by me or by others.   “Company Documents and Materials” include, but are not limited
to, blueprints, drawings, photographs, charts, graphs, notebooks, customer
lists, computer disks, tapes or printouts, sound recordings and other printed,
typewritten or handwritten documents, sample products, prototypes and models.


 


23

















 


2.                                       Confidentiality
and Assignment.  All Proprietary
Information, including but not limited to all patents, patent rights,
copyrights, trade secret rights, trademark rights and other rights (including,
without limitation, intellectual property rights) anywhere in the world in
connections therewith shall be the sole property of the Company.  I hereby assign to the Company any and all
rights, title and interest I may have or acquire in such Proprietary Information.  At all times, both during my employment by
the Company and after its termination, I will keep in confidence and trust and
will not use or disclose any Proprietary Information or anything relating to it
(or any information of a third party if disclosed to the Company by such third party
in confidence), without the prior written consent of an officer of the Company,
except as my be necessary in the ordinary course of performing my duties to the
Company.


 


3.                                       Written
Records and Company Documents.  I
agree to make and maintain adequate and current written records, in a form
specified by the Company, of all inventions, trade secrets and works of
authorship assigned or to be assigned to the Company pursuant to this
Agreement.  All the Company Documents
and Materials shall be the sole property of the Company.  I agree that during my employment by the
Company, I will not remove any Company Documents and Materials from the
business premises of the Company or deliver any Company Documents and Materials
to any person or entity outside the company, except as I am required to do in
connection with performing the duties of my employment.   I further agree that, immediately upon the
termination of my employment by me or by the Company for any reason, or during my
employment if so requested by the Company, I will return all Company Documents
and Materials, apparatus, equipment and other physical property, or any
reproduction of such property, excepting on (i) my personal copies of records
relating to my compensation; (ii) my personal copies of any materials
previously distributed generally to stockholders of the Company; and (iii) my
copy of the Agreement.


 


4.                                       Disclosure
of Inventions.  I will promptly
disclose in writing to my immediate supervisor, or to such other person
designated by the Company, all “Inventions,”
which includes, without limitation, all software programs or subroutines,
source or object code, algorithms, improvements, inventions, works of
authorship, trade secrets, technology, designs, formulas, ideas, processes,
techniques, know-how and data, whether or not patentable, made or discovered or
conceived or reduced to practice or developed by me, either alone or jointly
with others, during the term of my employment. 
I will also disclose to the President of the Company all Inventions
made, discovered, conceived, reduced to practice, or developed by me within six
(6) months after the termination of my employment with the Company which
resulted, in whole or in part, from my prior employment by the Company.  Such disclosures shall be received by the
Company in confidence (to the extent such Inventions are not assigned to the
Company pursuant to paragraph (5) below) and do not extend the assignment made
in paragraph (5) below.


 


5.                                       Inventions
Property of the Company.  I agree
that all inventions which I make, discover, conceive, reduce to practice or
develop (in whole or in part, either alone or jointly with others) during my
employment shall be the sole property of the Company to the maximum extent
permitted by applicable law.  Appendix A
to this Agreement provides notice and a summary of applicable state laws in the
U.S.


 


This assignment shall not extend to Inventions, the assignment of which
is prohibited by applicable law, including but not limited to those summarized
in Appendix A.


 


24

















 


6.                                       Other
Rights of the Company.  The Company
shall be the sole owner of all patents, patent rights, copyrights, trade secret
rights, trademark rights and all other intellectual property or other rights in
connection with Inventions that are the sole property of the Company.  I further acknowledge and agree that such
Inventions, including, without limitation, any computer programs, programming
documentation, and other works of authorship, are “works made for hire” for
purposes of the Company’s rights under copyright laws.  I hereby assign to the Company any and all
rights, title and interest I may have or acquire in such Inventions.  If in the course of my employment with the
Company, I incorporate into a Company product, process or machine a prior
Invention owned by me or in which I have interest, the Company is hereby
granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,
sublicensable, worldwide license to make, have made, modify, use, market, sell
and distribute such prior Invention as part of or in connection with such
product, process or machine.


 


7.                                       Cooperation.  I agree to perform, during and after my
employment, all acts deemed necessary or desirable by the Company to permit and
assist it, without charge to the Company but at the Company’s expense, in
further evidencing and perfecting the assignments made to the Company under
this Agreement and in obtaining, maintaining, defending and enforcing patents,
patent rights, copyrights, trademark rights, trade secret rights or any other
rights in connection with such Inventions and improvements thereto in any and
all countries.  Such acts may include,
but are not limited to, execution of documents and assistance or cooperation in
legal proceedings.  I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents,
as my agents and attorneys-in-fact to act for and on my behalf and instead of
me, to execute and file any documents, applications or related findings and to
do all other lawfully permitted acts to further the purposes set forth above in
this subsection (f), including, without limitation, the perfection of
assignment and prosecution and issuance of patents, patent applications,
copyright applications and registrations, trademark applications and
registrations or other rights in connection with such Inventions and
improvements thereto with the same legal force and effect as if executed by me.


 


8.                                       Moral
Rights.  Any assignment of copyright
hereunder (and any ownership of a copyright as a work made for hire) includes
all rights of paternity, integrity, disclosure and withdrawal and any other
rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”).  To the extent such Moral Rights cannot be assigned under
applicable law and to the extent the following is allowed by the laws in the
various countries where Moral Rights exist, I hereby waive such Moral Rights
and consent to any action of the Company that would violate such Moral Rights
in the absence of such consent.


 


9.                                       List
of Inventions.  I have attached
hereto as Appendix B, a complete
list of all Inventions or improvements to which I claim ownership and that I
desire to remove from the operation of this Agreement, and I acknowledge and
agree that such list is complete.  If no
such list is attached to this Agreement, I represent that I have no such
Inventions and improvements at the time of signing this Agreement.


 


10.                                 Non-Solicitation.  During the term of my employment and for one
(1) year thereafter, I will not directly or indirectly (i) encourage, solicit,
or attempt to solicit any employee of the Company to leave the Company for any
reason or in any interfere adversely with the relationship between any such
employee and the


 


25

















 


Company; (ii) induce or
attempt to induce any employee of the Company to work for, render services or
provide advice to or supply confidential business information or trade secrets
of the Company to any person or entity other than the Company; or (iii) employ,
or otherwise pay for services rendered by, any employee of the Company in any
other business enterprise.  As part of
this restriction, I will not interview or provide any input to any third party
regarding any such person during the period in question.  However, this obligation shall not affect
any responsibility I may have as an employee of the Company with respect to the
bona fide hiring and firing of the Company personnel.


 


11.                                 Notification.  Prior to my submitting or disclosing for
possible publication or dissemination outside the Company any material prepared
by me that incorporates information that concerns the Company’s business or
anticipated research, I agree to deliver a copy of such material to an officer
of the Company for his or her review. 
Within twenty (20) days following such submission, the Company agrees to
notify me in writing whether the Company believes such material contains any
Proprietary Information or Inventions, and I agree to make such deletions and
revisions as are reasonably requested by the Company to protect its Proprietary
Information and Inventions.  I further
agree to obtain the written consent of the Company prior to any review of such
material by persons outside the Company.


 


12.                                 No
Competition During Employment.  I
agree that, during my employment with the Company, I will not provide
consulting services to or become an employee of, any other firm or person
engaged in a business in any way competitive with the Company, or involved in
the design, development, marketing, sale or distribution of any networking or
software products, without first informing the Company of the existence of such
proposed relationship and obtaining the prior written consent of my manager and
the Human Resource Manager responsible for the organization in which I work.


 


13.                                 Past
Employment or Agreements.  I
represent that my performance of all the terms of this Agreement and as an
employee of the Company does not and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by me in
confidence or in trust prior to my employment by the Company, and I will not
disclose to the Company, or induce the Company to use, any confidential or
proprietary information or material belonging to any previous employers or
others.  I have not entered into, and I
agree I will not enter into, any agreement either written or oral in conflict
herewith or in conflict with my employment with the Company.  I further agree to conform to the rules and
regulations of the Company.


 


14.                                 At
will Employment.  (Applicable in the
U.S.)  If I am employed in the U.S., I
agree that I am employed on an “at-will” basis.  This means that I have the right to resign and the Company has
the right to terminate my employment at any time for any reason, with or
without cause.  This is the complete
agreement between the Company and me on this term of my employment.  I further agree that this term can only be
modified by the Company President and he or she can only do so in a writing
signed and dated by him or her and me.


 


15.                                 Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provisions shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.


 


26

















 


16.                                 Consent.  I hereby authorize the Company to notify my
new employer about my rights and obligations under this Agreement following the
termination of my employment with the Company.


 


17.                                 Entire
Agreement.  This Agreement sets
forth the entire agreement and understanding between the Company and me
relating to the subject matter herein and merges all prior discussions between
us, including but not limited to any and all statements made by any officer,
employee or representative of the Company regarding the Company’s financial
condition or future prospects. I understand and acknowledge that, except as set
forth in this Agreement and in the offer letter from the Company to me (i) no
other representation or inducement has been made to me, (ii) I have relied on
my own judgment and investigation in accepting my employment with the Company,
and (iii) I have not relied on any representation or inducement made by any
officer, employee or representative of the Company.  No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, will be effective unless in a writing
signed by the President of the Company and me. 
I understand and agree that any subsequent change in my duties, salary
or compensation will not affect the validity or scope of this Agreement.


 


18.                                 Successors.  This Agreement shall be effective as of the
first day of my employment with the Company and shall be binding upon me, my
heirs, executor, assigns, and administrators, and shall inure to the benefit of
the Company, its subsidiaries, successors and assigns.


 


19.                                 Governing
Law.  Although I may work for ADC
Telecommunications, Inc. outside of Minnesota USA, I understand and agree that
this Agreement shall be interpreted and enforced in accordance with the laws of
the State of Minnesota to the extent enforceable.


 


20.                                 Data
Transfer.  I acknowledge and agree that personal data about me, to the extent
necessary for the administration and implementation of this Agreement and other
aspects of my employment with the Company, must and may be collected, stored,
used, processed by or transmitted within ADC and to ADC’s administrative
agents.  By my signature below, I hereby
consent to the collection, transfer, storage, processing and use of such
personal data, for the above described purposes.


 


I HAVE READ THIS
AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT
IMPOSES UPON ME WITHOUT RESERVATION.  NO
PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS
AGREEMENT.  I SIGN THIS AGREEMENT
VOLUNTARILY AND FREELY.


 


 


	
  Robert E. Switz

  	
   

  	
   

  
	
  Employee Name
  (Please Print)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert E.
  Switz

  	
   

  	
  8/29/03

  	
   

  	
   

  
	
   

  	
  Employee Signature

  	
   

  	
  Date

  	
   

  	
   

  



 


27

















 


Appendix A


 


 


To the extent, if any, the laws of the following U.S. states are determined to apply to the enforcement of this agreement, written notice is hereby given as follows:
 
• California:
 


Sections 2870-2872 of
the California Labor Code provide that this agreement does not apply, and
written notification is hereby provided to me that this agreement does not
apply, to an invention that the employee developed entirely on his or her own
time without using the employer’s equipment, supplies, facilities, or trade
secret information except for those inventions that either:


 


(1)                      Relate at the time of conception or reduction to practice of the
invention to the employer’s business, or actual or demonstrably anticipated
research or development of the employer; or


(2)                    Result from any work performed by the
employee for the employer.


 


• Illinois:


 


Illinois Statute
765-1060 provides that this agreement does not apply, and written notification
is hereby provided to me that this agreement does not apply, to an invention
for which no equipment, supplies, facility, or trade secret  information 
of the employer was used and which was developed entirely on the
employee’s own time,  unless  (a) the invention relates (i) to the
business of the employer, or (ii) to the employer’s actual or  demonstrably anticipated research  or 
development,  or  (b) 
the invention results from any work performed by the employee for the
employer.


 


• Kansas:


 


Kansas Statute
44-130 provides that this agreement does not apply, and written notification is
hereby provided to me that this agreement does not apply, to an invention for
which no equipment, supplies, facility or trade secret information of the
employer was used and which was developed entirely on the employee’s own time,
unless:


 


(1)                      The invention relates directly to the business of the employer
or to the employer’s actual or demonstrably anticipated research or
development; or


(2)                      the invention results from any work performed by the employee
for the employer.


 


• Minnesota:
 
Minnesota Statute 181.78 provides that this agreement does not apply, and written notification is hereby provided to me that this agreement does not apply, to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer.
 
• Washington:
 
Washington Statutes 49.44.140 and 49.44.140 150 provide that this agreement does not apply, and written notification is hereby provided to me that this agreement does not apply, to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer’s
 
28










 
actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.
 
29










 


Appendix
B


 


 


1.                                       The
following is a complete list of all Inventions or improvements relevant to the
subject matter of my employment by the Company that have been made or
discovered or conceived or first reduced to practice by me or jointly with
others prior to my employment by the Company that I desire to remove from the
operation of the Company’s Proprietary Information and Inventions Agreement:


 


 


o                                    No
inventions or improvements.


 


 


o                                    See
below:  Any and all inventions
regarding:


 


 


o                                    Additional
sheets attached.


 


 


2.                                       I
propose to bring to my employment the following materials and documents of a
former employer:


 


 


o                                    No
materials or documents.


 


 


o                                    See
below:


 


 


	
  Robert E. Switz

  	
   

  	
  8/29/03

  	
   

  
	
  Employee
  Signature

  	
  Date

  



 


30

















 


EXHIBIT C


 


CONTROLLING PROVISIONS


 


 


	
  Employment

  Agreement Section

  	
   

  	
  Exhibit B
  Section

  	
   

  	
  With
  Respect To

  	
   

  
	
  4.2

  	
   

  	
  2

  	
   

  	
  Confidentiality

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1.6

  	
   

  	
  3 (last sentence

  	
  )

  	
  Return of documents

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.4

  	
   

  	
  10

  	
   

  	
  Non-solicitation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.2

  	
   

  	
  11

  	
   

  	
  Prior notice to publication

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  12

  	
   

  	
  Non-competition

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.11 and 8.12

  	
   

  	
  13

  	
   

  	
  Prior conflicting agreements

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  14

  	
   

  	
  At will employment vs. fixed term

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.6

  	
   

  	
  17

  	
   

  	
  Entire agreement

  	
   

  



 


31