Exhibit
10-d


 


Confidential
treatment has been requested for this document.  Redacted content has been indicated with [***].  The confidential portions that have been omitted have been
filed separately with the Securities and Exchange Commission.


 


EXECUTIVE EMPLOYMENT
AGREEMENT


 


This EXECUTIVE EMPLOYMENT AGREEMENT, (“Agreement”)
dated as of May 5, 2003, is made and entered into between ADC
Telecommunications, Inc., a Minnesota corporation (“EMPLOYER” or “ADC”) and DILIP SINGH, an individual resident of the
state of Connecticut. (“EXECUTIVE”).


 


1.             Employment. EMPLOYER hereby employs
EXECUTIVE, and EXECUTIVE accepts such employment and agrees to perform services
for EMPLOYER or any affiliate of EMPLOYER (collectively, the “EMPLOYER
Affiliates”), for the period and upon the other terms and conditions set forth
in this Agreement.


 


2.             Term. 
The term of this Agreement and EXECUTIVE’s employment hereunder (the
“Term”) shall commence as of May 12, 2003 and extend for a continuous period
ending on the last day of the month in which falls the two-year anniversary of
the commencement of this Agreement, unless this Agreement and EXECUTIVE’s
employment hereunder is terminated at an earlier date in accordance with
Section 6 of this Agreement.  If
EMPLOYER and EXECUTIVE mutually agree to extend EXECUTIVE’s employment beyond
the Term, EXECUTIVE, to the extent permitted by law, shall then be an
employee-at-will and, except as otherwise specifically provided herein, the
terms and conditions of this Agreement shall no longer be in effect.


 


3.             Position and Duties.


 


3.01         Service
with EMPLOYER.  EXECUTIVE
agrees to serve as ADC Vice President — President Software Systems Business
Unit (“SSB”), and to perform such duties, as EXECUTIVE’s then immediate
supervisor shall assign to EXECUTIVE from time to time.  EXECUTIVE acknowledges and agrees that, from
time to time, EXECUTIVE may be required to perform duties with respect to one
or more EMPLOYER Affiliates.


 


3.02         Performance
of Duties; Absence of Conflicts.  EXECUTIVE agrees to serve EMPLOYER faithfully and to the best of
EXECUTIVE’s ability and to devote EXECUTIVE’s full time, attention and efforts
to the business and affairs of EMPLOYER during the term of EXECUTIVE’s
employment.  EXECUTIVE hereby confirms
that EXECUTIVE is under no contractual commitments inconsistent with
EXECUTIVE’s obligations set forth in this Agreement and that, during the term
of this Agreement, EXECUTIVE will not render or perform any services for any
other corporation, firm, entity or person which are inconsistent with the
provisions of this Agreement or which would present a conflict of interest or
otherwise impair EXECUTIVE’s ability to perform EXECUTIVE’s duties
hereunder.  EXECUTIVE also agrees that
he will at all times comply with applicable policies of EMPLOYER regarding
conflicts of interest, including but not limited to EMPLOYER’s Business Conduct
Policy addressing Conflicts of Interest and any other similar policy as may be
implemented or amended by EMPLOYER from time to time.


 


4.             Consideration.


 


4.01         Base
Salary.  As base
compensation for all services to be rendered by EXECUTIVE under this Agreement
during the Term, EMPLOYER shall pay to EXECUTIVE an annualized salary of
$300,000.  EXECUTIVE’s salary shall be
paid in accordance with Employer’s normal payroll procedures and policies, as
such procedures and policies may be modified from time to time.


 


 


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4.02         Management
Incentive Compensation. 
During the Term, EXECUTIVE shall be eligible to participate in any
Management Incentive Plan (“MIP”), EMPLOYER establishes for any fiscal year,
according to the targets and goals, and the terms and conditions EMPLOYER
establishes to govern the MIP for that fiscal year.  For the fiscal year 2003 MIP, EXECUTIVE’s potential incentive
under the MIP Plan will be targeted at not less than fifty-five percent (55%)
of EXECUTIVE’s prorated base salary earned during the remainder of fiscal year
2003.   EXECUTIVE’s participation in the
MIP plan for fiscal year 2003 shall be pro rated from EXECUTIVE’s start date
and MIP payments are subject to achievement of the performance goals
established under the MIP Plan.


 


4.03         Special
Incentive Bonus for Fiscal Year 2003 Performance.  For Fiscal Year 2003 (FY03) only, EXECUTIVE
shall be eligible to receive (i) a Special Incentive Bonus of $30,000 if SSB
achieves or exceeds third quarter FY03 results of Operating Income of $2.9
Million and Net Sales of $35 Million; and (ii) a separate Special
Incentive Bonus of $30,000 if SSB achieves or exceeds fourth quarter FY03
results of Operating Income of $6.5 Million and Net Sales of $42
Million.


 


4.04           Employment
Hiring Bonus.  In
consideration for EXECUTIVE entering into this Agreement, EXECUTIVE will be
paid the sum of $115,000 as an employment hiring bonus.  Such payment will be made as soon as
administratively feasible following commencement of the Term of this
Agreement.   


 


4.05         Participation
in Benefits.   During the term
of EXECUTIVE’s employment by EMPLOYER, EXECUTIVE shall be entitled to participate
in the employee benefits offered generally by EMPLOYER to its employees, to the
extent that EXECUTIVE’s position, tenure, salary, health, and other
qualifications make EXECUTIVE eligible to participate.  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.  EMPLOYER
does not guarantee the adoption or continuance of any particular employee
benefit during EXECUTIVE’s employment, and nothing in this Agreement is intended
to, or shall in any way restrict the right of EMPLOYER, to amend, modify or
terminate any of its benefits during the term of EXECUTIVE’s employment.


 


                4.06         Stock
Options.


 


(i)            In consideration for EXECUTIVE’s
entering into this Agreement, and in consideration for EXECUTIVE’s willingness
to be bound by the provisions of Section 7 of this Agreement, ADC shall grant
to EXECUTIVE an option to purchase up to two hundred fifty thousand (250,000)
shares of ADC’s common stock, in accordance with the terms of the ADC
Telecommunications, Inc. Global Stock Incentive Plan, (“Global Stock Plan”),
and a stock option agreement to be entered into by EXECUTIVE.   Such option shall be granted effective May
30, 2003 and the exercise price shall be based on the fair market value as of
the date of the grant in accordance with the Global Stock Plan and ADC’s
practices.  Further, such option shall
be a nonqualified stock option subject to vesting and other terms and
conditions set forth in the Global Stock Plan and stock option agreement.


 


(ii)           EXECUTIVE will also be eligible to
participate in Employer’s Global Stock Plan. 
Any options awarded under this Section 4.06 will be subject to the sole
discretion of the Compensation Committee and made in accordance with the terms
of Employer’s Global Stock Plan, as the same may be amended from time to time,
and pursuant to a stock option agreement to be entered into by EXECUTIVE.


 


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4.07         Expenses.  In accordance with Employer’s normal
policies for expense reimbursement, EMPLOYER will reimburse EXECUTIVE for all
reasonable and necessary expenses incurred by EXECUTIVE in the performance of
EXECUTIVE’s duties as an employee of EMPLOYER, subject to the terms and
conditions of Employer’s policies and procedures regarding reimbursement of
travel and other expenses.


 


4.08         Executive
Perquisites.  EXECUTIVE
will be eligible to receive any Executive perquisites that EMPLOYER may from
time to time deem are appropriate and administratively feasible to provide to
EMPLOYER Executives who are similar in position, title and duties to
EXECUTIVE.  At present, the monetary
perquisite for which EXECUTIVE is eligible is the annual sum of $10,000, which
presently is paid periodically in conjunction with ordinary payroll practices.


 


5.   Employment Policies and Requirements.


 


5.01         Confidential
Information/Intellectual Property; Other Employment Policies.  As a condition precedent to EMPLOYER’S
hiring of EXECUTIVE and EMPLOYER’S performance of its obligations hereunder,
EXECUTIVE shall execute and deliver to EMPLOYER the Employee Invention,
Copyright and Trade Secret Agreement in the form attached hereto as Exhibit A
(the “Employee Invention Agreement”).


 


5.02         Other
Employments Policies. 
EXECUTIVE shall comply with all of the applicable policies generally in
effect for employees of EMPLOYER or any applicable EMPLOYER Affiliate for which
EXECUTIVE performs services, including without limitation, Employer’s Code of
Business Conduct and related policies, as the same may be amended from time to
time.


 


5.03         Securities
Law Compliance. 
EXECUTIVE acknowledges that as an employee of ADC, he will be subject to
certain restrictions on trading in the securities of ADC, including without,
limitation restrictions under EMPLOYER’S Policy on Trading in ADC Securities
and restrictions under applicable securities laws.   EXECUTIVE also acknowledges that he may be deemed to be an
Executive officer within the meaning of U.S. Federal Securities Law.  In such case, EMPLOYER and EXECUTIVE will be
subject to additional disclosure obligations and restrictions on certain
activities with respect to EXECUTIVE’s compensation and transactions in ADC
securities.


 


6.                                       Termination.


 


6.01         Termination
Due to Executive’s Death or Total Disability.  EXECUTIVE’s employment pursuant to this
Agreement shall terminate automatically prior to the expiration of the Term in
the event of EXECUTIVE’s death or EXECUTIVE’s total disability which results in
EXECUTIVE’s inability to perform the essential functions of Executive’s
position, with or without reasonable accommodation, provided EXECUTIVE has
exhausted Executive’s entitlement to any applicable leave.


 


6.02         Termination
by EMPLOYER for Cause. 
EXECUTIVE’s employment pursuant to this Agreement shall terminate prior
to the expiration of the Term in the event EMPLOYER shall determine, in its
sole discretion, that there is “cause” to terminate EXECUTIVE’s employment,
which shall include any of the following:


 


(i)          EXECUTIVE’s breach of any contractual
obligation to EMPLOYER or any EMPLOYER Affiliate under the terms of this
Agreement, the Employee


 


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Invention
Agreement or any other agreement between EXECUTIVE and EMPLOYER or any EMPLOYER
Affiliate, or of any fiduciary duty to EMPLOYER or any EMPLOYER Affiliate;


 


(ii)         EXECUTIVE’s conviction of any crime
involving moral turpitude or any felony;


 


(iii)        EXECUTIVE’s failure to carry out any
reasonable directive of EMPLOYER or any EMPLOYER Affiliate;


 


(iv)        EXECUTIVE’s embezzlement of funds of
EMPLOYER or any EMPLOYER Affiliate;


 


(v)         Any failure by EXECUTIVE to comply with
Employer’s Code of Business Conduct or policies, or, as applicable, any
EMPLOYER Affiliate; or


 


(vi)        The willful and continued failure by
EXECUTIVE to perform his duties or gross and willful misconduct including, but
not limited to, wrongful appropriation of funds; or


 


(vii)       A demonstrated lack of commitment of
EXECUTIVE to EMPLOYER, or conduct by EXECUTIVE which is detrimental to
EMPLOYER; provided that, EXECUTIVE shall have thirty (30) days to cure any such
lack of commitment or detrimental conduct after EMPLOYER provides EXECUTIVE
written notice of the actions or omissions constituting the lack of commitment
or detrimental conduct.


 


 


6.03  Involuntary
Termination by EMPLOYER without Cause.  EMPLOYER may terminate EXECUTIVE’s employment at any time prior
to the expiration of the Term for any reason, and without notice.  If EMPLOYER terminates this Agreement without
cause as defined in section 6.02 prior to the expiration of the Term, then
EXECUTIVE shall be entitled to receive a lump sum payment of $300,000, provided
that EXECUTIVE signs a general waiver and release of claims in a form
acceptable to ADC.


 


                6.04         Termination by Executive’s Written Notice before Expiration
of Term.  EXECUTIVE may
terminate this Agreement at any time during the Term by giving 60 days written
notice thereof to Employer’s Chief Executive Officer.  If EXECUTIVE terminates this agreement, EXECUTIVE shall not be
entitled to any further payments under this Agreement except as have been
earned or are owing to EXECUTIVE under the terms of this Agreement as of the
date of EXECUTIVE’s termination under this section 6.04.  Upon notice of such termination by
EXECUTIVE, EMPLOYER may at its option elect to have EXECUTIVE cease to provide
services immediately and without any further obligation to Pay EXECUTIVE any
compensation not owed as of the effective date of EXECUTIVE’s termination.


 


6.05         Effect
of Termination.  For
avoidance of doubt, if the termination of EXECUTIVE’s employment occurs sooner
than the end of the Term specified in Section 2, the “Term,” as used herein,
shall end on the date of such termination of employment.  Notwithstanding any termination of
EXECUTIVE’s employment with EMPLOYER, EXECUTIVE, in consideration of
EXECUTIVE’s employment hereunder to the date of such 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


 


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EXECUTIVE’s employment,
including, but not limited to, the covenants contained in Section 7 hereof and
the Employee Invention Agreement.


 


In the event that
EXECUTIVE’s employment terminates due to EXECUTIVE’s death or total disability,
or EMPLOYER terminates EXECUTIVE’s employment in accordance with Section 6.02,
above, EXECUTIVE shall not be entitled to receive any further compensation
under the provisions of this Agreement after the date of such termination,
subject to applicable law.


 


Notwithstanding any other
provision in this Agreement, should EXECUTIVE’s employment be terminated for
any reason, EXECUTIVE will not earn and will have no right to receive any
compensation except as expressly provided in this Agreement or in the terms and
conditions of an EMPLOYER compensation plan or program referenced herein.


 


6.06         Surrender
of Records and Property. 
Upon termination of EXECUTIVE’s employment with EMPLOYER, EXECUTIVE
shall deliver promptly to EMPLOYER all EMPLOYER property, including net access
cards, 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 EMPLOYER or any EMPLOYER Affiliate or which relate in any way to
the business, products, practices or techniques of EMPLOYER or any EMPLOYER
Affiliate, and all other property, trade secrets and confidential information
of EMPLOYER or any EMPLOYER 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 EMPLOYER or any EMPLOYER Affiliate which in any of these cases
are in EXECUTIVE’s possession or under EXECUTIVE’s control.


 


 


7.             Noncompetition.


 


7.01         Agreement
Not to Compete.  In
consideration of the above-described financial and other benefits EXECUTIVE
will receive as a result of the Business Agreement, and in consideration of
Employer’s hiring of EXECUTIVE and EXECUTIVE’s employment hereunder, EXECUTIVE
agrees that, during the “Restricted Period” (as hereinafter defined), EXECUTIVE
shall not, directly or indirectly, engage in any “Competing Business Activity”
(as hereinafter defined), in any manner or capacity (e.g., as an
advisor, principal, agent, partner, officer, director, shareholder, employee,
member of any association or otherwise). 
As used in this Agreement, “Restricted Period” shall mean the period
beginning on the date EXECUTIVE commences employment under this agreement and continuing
for one (1) year following EXECUTIVE’s employment termination date, regardless
of reason for termination.  As used in
this Agreement, “Competing Business Activity” shall mean any business
activities that are competitive with the business conducted by EMPLOYER in
which EXECUTIVE participated or, as applicable, the EMPLOYER Affiliate(s) for
which EXECUTIVE performed services, at or prior to the date of the termination
of EXECUTIVE’s employment with such entities. [***]


 












[***]                   Confidential material has been omitted.  The confidential portions that have been
omitted have been filed separately with the Securities and Exchange Commission.


 


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7.02         Geographical
Extent of Covenant.  The
obligations of EXECUTIVE under this Section 7 shall apply to all markets,
domestic or foreign, in which: (a) EMPLOYER or, as applicable, the EMPLOYER
Affiliate(s) for which EXECUTIVE performed services, operates during the term
of the Restricted Period; and (b) EMPLOYER or, as applicable, the EMPLOYER
Affiliate(s) for which EXECUTIVE performed services, have plans to enter at the
time of the termination of EXECUTIVE’s employment with EMPLOYER or, as
applicable, any EMPLOYER Affiliate.


 


7.03         Limitation
on Covenant.  Ownership by
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 Section 7.


 


7.04         Nonsolicitation;
Non-hire and Noninterference. 
During the Restricted Period, EXECUTIVE shall not (a) induce or attempt
to induce any employee of EMPLOYER or any EMPLOYER Affiliate to leave the
employ of EMPLOYER or such EMPLOYER Affiliate, or in any way interfere
adversely with the relationship between any such employee and EMPLOYER or such
EMPLOYER Affiliate; (b) induce or attempt to induce any employee of EMPLOYER or
any EMPLOYER Affiliate to work for, render services to, provide advice to, or
supply confidential business information or trade secrets of EMPLOYER or any
EMPLOYER Affiliate to any third person, firm or corporation; (c) employ, or
otherwise pay for services rendered by, any employee of EMPLOYER or any
EMPLOYER Affiliate in any business enterprise with which EXECUTIVE may be
associated, connected or affiliated; or (d) induce or attempt to induce any
customer, supplier, licensee, licensor or other business relation of EMPLOYER
or any EMPLOYER Affiliate to cease doing business with EMPLOYER or such
EMPLOYER Affiliate, or in any way interfere with the relationship between any
such customer, supplier, licensee, licensor or other business relation and
EMPLOYER or such EMPLOYER Affiliate.


 


7.05         Indirect
Competition or Solicitation.  EXECUTIVE agrees that, during the Restricted Period, EXECUTIVE
will not, directly or indirectly, assist, solicit or encourage any employee of
EMPLOYER or EMPLOYER Affiliate, or any other person in carrying out, directly
or indirectly, any activity that would be prohibited by the provisions of this
Section 7 if such activity were carried out by EXECUTIVE, either directly or
indirectly.


 


7.06         Notification
of Employment.  If at any
time during the Restricted Period EXECUTIVE accepts new employment or becomes
affiliated with a third party, EXECUTIVE shall immediately notify EMPLOYER of
the identity and business of the new Employer or affiliation.  Without limiting the foregoing, EXECUTIVE’s
obligation to give notice under this Section 7.06 shall apply to any business
ventures in which EXECUTIVE proposes to engage, even if not with a third-party
Employer (such as, without limitation, a joint venture, partnership or sole
proprietorship).  EXECUTIVE hereby
consents to Employer’s notification to any such new Employer or business
venture of the terms of this Agreement.


 


8.             Exhibit B.  The
Provisions of the attached Exhibit B are incorporated herein by this reference
and made a part of this Agreement.


 


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9.             Miscellaneous.


 


9.01         Governing
Law and Venue Selection. 
This Agreement is made under and shall be governed by and construed in
accordance with the laws of the State of Minnesota without regard to conflicts
of laws principles thereof, of any of the United States of America, or of any
other country, province or city.  The
parties agree that any litigation in any way relating to this Agreement or to
EXECUTIVE’s employment by EMPLOYER, including but not limited to the
termination of this Agreement or EXECUTIVE’s employment, will be venued in the
State of Minnesota, Hennepin County District Court, or the United States
District Court for the District of Minnesota. 
EXECUTIVE and EMPLOYER hereby consent to the personal jurisdiction of
these courts and waive any objection that such venue is inconvenient or
improper.


 


9.02         Prior
Agreements.  This
Agreement (including other agreements specifically mentioned in this Agreement)
contains the entire agreement of the parties relating to the employment of
EXECUTIVE by EMPLOYER and the other matters discussed herein and supersedes all
prior promises, contracts, agreements and understandings of any kind, whether
express or implied, oral or written, with respect to such subject matter, and
the parties hereto have made no agreements, representations or warranties
relating to the subject matter of this Agreement which are not set forth herein
or in the other agreements mentioned herein.


 


9.03         Withholding
Taxes.  EMPLOYER or any
EMPLOYER Affiliate, as applicable, may take such action as it deems appropriate
to insure that all applicable federal, state, city and other payroll,
withholding, income or other taxes (“Taxes”) arising from any compensation,
benefits or any other payments made pursuant to this Agreement, or any other
contract, agreement or understanding which relates, in whole or in part, to
EXECUTIVE’s employment with EMPLOYER or any EMPLOYER Affiliate, are withheld or
collected from EXECUTIVE.  In connection
with the foregoing, EXECUTIVE agrees to notify EMPLOYER promptly upon entering
into any contract, agreement or understanding relating to EXECUTIVE’s
employment with EMPLOYER or any EMPLOYER Affiliate (other than this Agreement
and those agreements expressly provided for herein) and also to notify EMPLOYER
promptly of any payments or benefits paid or otherwise made available pursuant
to any such agreements.


 


9.04         Amendments.  No amendment or modification of this
Agreement shall be deemed effective unless made in writing and signed by
EXECUTIVE and EMPLOYER.


 


9.05         No
Waiver.  No term or
condition of this Agreement shall be deemed to have been waived, nor shall
there be any estoppel to enforce any provisions of this Agreement, except by a
statement in writing signed by the party against whom enforcement of the waiver
or estoppel is sought.  Any written
waiver shall not be deemed a continuing waiver unless specifically stated,
shall operate only as to the specific term or condition waived, and shall not
constitute a waiver of such term or condition for the future or as to any act
other than as specifically set forth in the waiver.


 


9.06         Assignment.  This Agreement shall not be assignable, in
whole or in part, by any party without the written consent of the other party,
except that EMPLOYER may, without the consent of EXECUTIVE, assign its rights
and obligations under this Agreement to any EMPLOYER Affiliate or to any
corporation, firm or other business entity with or into which EMPLOYER may
merge or consolidate, or to which EMPLOYER may sell or transfer all or
substantially all of its assets, or of which 50% or more of the equity


 


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investment and of the
voting control is owned, directly or indirectly, by, or is under common
ownership with, EMPLOYER.  After any
such assignment by EMPLOYER, EMPLOYER shall be discharged from all further
liability hereunder and such assignee shall thereafter be deemed to be EMPLOYER
for the purposes of all provisions of this Agreement including this Section
9.06.  [***]


 


9.07         Injunctive
Relief.  EXECUTIVE acknowledges
and agrees that the services to be rendered by EXECUTIVE hereunder are of a
special, unique and extraordinary character, that it would be difficult to
replace such services and that any violation of Sections 5, 6.06 or 7
hereof or of the Employee Invention Agreement would be highly injurious to
EMPLOYER and/or to any EMPLOYER Affiliate and that it would be extremely
difficult to compensate EMPLOYER and/or any EMPLOYER Affiliate fully for
damages for any such violation. 
Accordingly, EXECUTIVE specifically agrees that EMPLOYER or any EMPLOYER
Affiliate, as the case may be, shall be entitled to temporary and permanent
injunctive relief to enforce the provisions of Sections 5, 6.06 and 7
hereof, and the Employee Invention Agreement 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
EMPLOYER or any EMPLOYER Affiliate to claim and recover damages, or to seek and
obtain any other relief available to it at law or in equity, in addition to
injunctive relief.


 


9.08         Severability.  To the extent any provision of this
Agreement shall be determined to be invalid or unenforceable in any
jurisdiction, such provision shall be deemed to be deleted from this Agreement
as to such jurisdiction only, and the validity and enforceability of the
remainder of such provision and of this Agreement shall be unaffected.  In furtherance of and not in limitation of
the foregoing, EXECUTIVE expressly agrees 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.  EXECUTIVE acknowledges the uncertainty of
the law in this respect and 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
in each applicable jurisdiction.


 












[***]              Confidential material has been omitted.  The confidential portions that have been
omitted have been filed separately with the Securities and Exchange Commission.


 


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IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date set forth in the first paragraph.


 


	
   

  	
  EMPLOYER

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Laura N. Owen

  
	
   

  	
  Name:

  	
  Laura N. Owen

  
	
   

  	
  Title:

  	
  Vice President, Human Resources

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/Dilip Singh

  	
  5/5/03

  
	
   

  	
  NAME

  	
   (Dilip
  Singh)

  
					



 


 


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EXHIBIT
A


 


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 “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 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.


 


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


 


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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 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 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.


 


6.               Other Rights of 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.


 


11

















 


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
not 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 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 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


 


12

















 


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., and do not otherwise have a signed employment agreement that is in effect
with ADC, 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.


 


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.


 


13

















 


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.


 


	
  Dilip Singh

  	
   

  	
   

  	
   

  
	
  Employee Name (Please Print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Dilip Singh

  	
   

  	
  5/5/03

  	
   

  
	
  Employee Signature

  	
  Date

  	
   

  



 


 


14

















 


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


 


15

















 


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:


 


	
  ý

  	
   

  	
  No inventions or
  improvements.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  See below:  Any and all inventions regarding:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional sheets
  attached.

  



 


 


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


 


 


	
  ý

  	
   

  	
  No materials or
  documents.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  See below:

  



 


 


	
  /s/Dilip Singh

  	
   

  	
  5/5/03

  
	
  Employee Signature

  	
   

  	
  Date

  



 
16










 
Exhibit B to Executive Employment Agreement
Payments in Event of Change of Control
 


Payments
in Event of Change In Control. 


 


B.1              Change In Control of ADC. During the Term, EXECUTIVE will
be eligible for coverage under the ADC Telecommunications, Inc. Executive
Change In Control Severance Pay Plan, 2002 Restatement, (“ADC Executive CIC
Plan”), according to the terms of that policy, as the same may be amended from
time to time.  [***].  EMPLOYER does not guarantee the continuance
of its ADC Executive CIC Plan during EXECUTIVE’s employment, and nothing in
this Agreement is intended to, or shall in any way restrict the right of
EMPLOYER, to amend, modify or terminate its ADC Executive CIC Plan during the
term of EXECUTIVE’s employment.


 


[*** - 4 pages]


 












[***]              Confidential material has been omitted.  The confidential portions that have been
omitted have been filed separately with the Securities and Exchange Commission.


 


17

















 


 


SIGNATURE
PAGE FOLLOWS


 


Initials
by parties to Executive Employment Agreement dated May 5, 2003 to which this
Exhibit B is made a part of.


 


	
  /s/Dilip
  Singh

  	
   

  	
  /s/Laura
  N. Owen

  	
   

  
	
  EXECUTIVE

  	
  On behalf of EMPLOYER

  	
   

  



 


 


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