exv10wii



 





Exhibit 10-ii




ADC TELECOMMUNICATIONS, INC.

NONQUALIFIED STOCK OPTION AGREEMENT



THIS AGREEMENT is made as of, by and between ADC Telecommunications, Inc., a Minnesota corporation
(the “Company”), and (“Optionee”).




RECITALS





	A.	 	The Company has adopted its Global Stock Incentive Plan (the “Plan”), which provides for the
grant of stock options to nonemployee directors of the Company.






	B.	 	Optionee is currently a nonemployee director of the Company eligible to participate in the
Plan.






	C.	 	The Board of Directors of the Company has approved the grant of this stock option to
Optionee.





Accordingly, in consideration of agreements herein set forth, the parties hereto hereby agree as
follows:




	 	1.	 	Grant of Option
	 
	 	 	 	The Company hereby grants to Optionee, on the date set forth above, the right and
option (the “option”) to purchase all or any part of an aggregate of shares of
common stock, par value $.20 per share, of the Company (the “Common Stock”) at the
price of $  per share on the terms and conditions set forth herein. This option is
not intended to be an incentive stock option within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended.
	 
	 	2.	 	Term and Exercise
	 
	 	 	 	(a) This option is fully vested on the date of grant and shall be exercisable
beginning one year from the date of grant, and thereafter may be exercised in full
or in part at any time or from time to time during the term of the option, subject
to the provisions of Section 3 hereof.
	 
	 	 	 	(b) This option shall not be assignable or transferable except by will or the laws
of descent and distribution except that, upon written notice to the Company,
Optionee may transfer this option to any “family member” (as such term is used in
Form S-8 under the Securities Act of 1933) of Optionee, provided that (i) there is
no consideration for such transfer or such transfer is effected pursuant to a
domestic relations order in settlement of marital property rights, and (ii) this
option held by such transferees shall continue to be subject to the same terms and
conditions (including restrictions on subsequent transfers) as were applicable to
this option immediately prior to such transfer. This option may not be pledged,
alienated, attached or otherwise encumbered, and any purported pledge, alienation,
attachment or encumbrance thereof shall be void and unenforceable against the
Company or any affiliate of the Company.





Version Effective December 18, 2006



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	 	 	(c) During the lifetime of Optionee, the option shall be exercisable only by
Optionee, a transferee pursuant to a transfer permitted by Section 2(b) above, or,
if permissible under applicable law, by Optionee’s or such transferee’s guardian or
legal representative.
	 
	 	 	(d) Except as provided in Section 3 hereof, this option and all rights and
obligations hereunder shall expire seven (7) years from the date of this Agreement.
	 
	3.	 	Effect of Death
	 
	 	 	If Optionee shall die prior to the time this option is fully exercised, the option
may be exercised at any time within two years after Optionee’s death by the personal
representatives or administrators of Optionee, or by any person or persons to whom
this option is transferred by will or the applicable laws of descent and
distribution, to the extent of the full number of shares Optionee was entitled to
purchase under this option on the date of death and subject to the condition that
this option shall not be exercisable after the expiration of the term hereof.
	 
	4.	 	Manner of Exercise
	 
	 	 	(a) The option may be exercised only by Optionee or other proper party (as set forth
in Sections 2 and 3 hereof) within the option period by notice to the Company’s
third party stock option administrator (UBS Financial Services as of the date of
this Agreement) in a form specified by such third party stock option administrator,
or in such other manner as the Company may specify from time-to-time.
	 
	 	 	(b) Payment by the Optionee shall be made to the Company in cash (including check,
bank draft or money order.)
	 
	 	 	(c) Optionee acknowledges that this Option is subject to the ongoing discretionary
authority of the Company to determine: (i) the permissible manner of exercise of the
Option; (ii) the permissible timing of exercise of the Option; and (iii) any other
restrictions that the Company deems necessary and advisable, including but not
limited to restrictions pertaining to applicable law. Optionee further acknowledges
that in the event the Optionee chooses to effect a simultaneous exercise and sale of
all or a portion of the shares that are subject to this Option, neither the Company
nor its third party stock option administrator will guarantee any particular market
price for the sale of the shares, nor shall the Company or its third party
administrator be responsible for any failure to obtain any particular market price
due to delays in the exercise of this Option or any other reason.
	 
	5.	 	Miscellaneous
	 
	 	 	(a) This option is issued pursuant to the Plan and is subject to its terms. The
terms of the Plan are available for inspection during business hours at the
principal office of the Company.
	 
	 	 	(b) Neither the Plan, nor the granting of an option, nor this Agreement, nor any
action taken pursuant to the Plan or this Agreement, shall constitute,




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	 	 	or be
evidenced of, any agreement or understanding, express or implied, that the Company
will retain Optionee as a director for any period of time, or at any particular rate
of compensation. Optionee shall have no rights as a shareholder with respect to
 shares covered by this option until the date of the issuance of a stock certificate
therefor following due and proper exercise of this option.
	 
	 	 	(c) If Optionee exercises all or any portion of this option subsequent to any change
in the Company’s Common Stock through merger, consolidation, reorganization,
recapitalization, stock dividend (of whatever amount), stock split or other change
in corporate structure, Optionee shall then receive for the aggregate price paid on
such exercise of this option the number and type of securities or other
consideration which he or she would have received if this option had been exercised
prior to the event changing the number or character of outstanding shares.
	 
	 	 	(d) The Company shall at all times during the term of this option reserve and keep
available such number of shares as will be sufficient to satisfy the requirements of
this Agreement.
	 
	 	 	(e) In order to provide the Company with the opportunity to claim the benefit of any
income tax deduction which may be available to it upon the exercise of this option,
and in order to comply with all applicable federal or state income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure
that, if necessary, all applicable federal or state payroll, withholding, income or
other taxes are withheld or collected from Optionee.
	 
	 	 	(f) This Agreement shall be governed by the internal laws of the State of Minnesota,
without regard to conflicts of laws principles thereof. The Company and the
Optionee submit to the jurisdiction of any state or federal court sitting in
Minneapolis, Minnesota, in any action or proceeding arising out of or relating to
this Agreement, and agree that all claims in respect of the action or proceeding may
be heard and determined in any such court. Each of the Company and the Optionee
also agrees not to bring any action or proceeding arising out of or relating to this
Agreement in any other court. Each of the Company and the Optionee waives any
defense of inconvenient forum to the maintenance of any action or proceeding so
brought and waives any bond, surety, or other security that might be required of the
other party with respect thereto. The Company and the Optionee agree that a final
judgment in any action or proceeding so brought shall be conclusive and may be
enforced by suit on the judgment or in any other manner provided by law or in
equity.
	 
	 	 	(g) This Agreement evidences the entire understanding and agreement of the parties
hereto relative to the purchase of the shares by Optionee. This Agreement
supersedes any and all other agreements and understandings, whether written or oral,
relative to the matters discussed herein. This Agreement may be amended only by a
written document signed by both of the parties hereto.




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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	ADC TELECOMMUNICATIONS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Jeffrey D. Pflaum	 	 
	 

	 	 	 	Secretary, ADC Telecommunications, Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	OPTIONEE	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 






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