exv10wee



 





Exhibit 10-ee




ADC TELECOMMUNICATIONS, INC.

INCENTIVE STOCK OPTION AGREEMENT




	 	 	 
	Optionee:

	 	Option Number:
	Optionee ID:

	 	Plan: GSIP/1991






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



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



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



Subject to the terms and conditions of this Agreement, Exhibit A to this Agreement and the Plan,
this Option shall in all events terminate seven (7) years after the date of grant (the “Expiration
Date”). The shares subject to this Option shall vest and may be exercised in whole or in part by
the Optionee according to the following vesting schedule:



	 	 	 	 	 
	 	 	Number of Option	 	 
	Vesting Date	 	Shares Vesting	 	Expiration Date
	 	 	 	 	 





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



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



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



			
	 	 	 
	Version Effective December 18, 2006
	 	-Over-






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ADC TELECOMMUNICATIONS, INC.



	 	 	 	 	 	 	 	 	 	 	 
	Jeffrey D. Pflaum, Vice President, Corporate Secretary
& General Counsel	 	 	 	Date	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	OPTIONEE	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Date	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Government/Taxpayer ID#	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Home Address
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





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



Postal Mail:

ADC

Attn: HR Stock Compensation, MS 56

P.O. Box 1101

Minneapolis, MN 55440-1101 USA




Express Mail:

ADC

Attn: HR Stock Compensation, MS 56

13625 Technology Drive

Eden Prairie, MN 55344 USA




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



Email: stockprograms@adc.com




Facsimile:     952-238-1525




Telephone:    952-917-0576

                      800-366-3889 ext. 70576





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