**Exhibit10.e**

 

**ADCTELECOMMUNICATIONS, INC.**

 

**RESTRICTEDSTOCK UNIT AWARD AGREEMENT**

**(NonemployeeDirector)**

 

TO:                            <<Participant>>

 

You have been granted this restricted stock unit award(the “Award”) of ADC Telecommunications, Inc. (the “Company”) pursuant to theCompany’s Global Stock Incentive Plan (the “Plan”).  The Award represents the right to receive shares of Common Stockof the Company subject to the fulfillment of the vesting conditions set forthin this agreement (this “Agreement”).

 

The terms of the Award are as set forth in thisAgreement and in the Plan.  The Plan isincorporated into this Agreement by reference, which means that this Agreementis limited by and subject to the express terms and provisions of the Plan.  In the event of a conflict between the termsof this Agreement and the terms of the Plan, the terms of the Plan shallcontrol.  Capitalized terms that are notdefined in this Agreement have the meanings given to them in the Plan.  The terms of the Award are as follows:

 

**1.****                                      GrantDate:**  **                                                            **

 

**2.****                                      Numberof Restricted Stock Units Subject to thisAward:                            **

 

**3.****                                      VestingDate:**  January 1 of the yearimmediately following the year in which the Grant Date occurs; provided,however, that if you resign from the Company’s Board of Directors prior to suchdate by reason of reaching the Company’s mandatory retirement age, the VestingDate shall be the effective date of such resignation.  No Shares shall be distributed on the Vesting Date.  Shares will be distributed pursuant toSection 4 hereof.

 

**4.****                                      Conversionof Restricted Stock Units and Issuance of Shares.**  Subject to your continued service as a director until the VestingDate, you shall receive, in accordance with the terms and provisions of thePlan and this Agreement, one share of Common Stock for each restricted stockunit on the date that is one year following your retirement, resignation orremoval as a director of the Company; provided, however, that in the event ofyour death, such distribution shall occur as soon as administratively feasiblefollowing your death.

 

**5.****                                      Cessationof Service as a Director.**  If youcease to be a director of the Company at any time prior to the Vesting Date,all restricted stock units that are subject to this Award shall be forfeitedand cancelled.

 

**6.****                                      Rightto Shares; Dividends.**  You shall nothave any right in, to or with respect to any of the Shares (including anyvoting rights issuable under the Award) until the Award is settled by theissuance of Shares to you. Notwithstanding the foregoing, if the Company declares and pays cashdividends on it Shares, you will be entitled to receive such cash dividends inthe form of Dividend Equivalents at the same rate and at the same time as suchcash dividends are paid with respect to Shares.

 

**8.****                                      Transferof Award.**  Your rights under theAward may not be sold, assigned, transferred, pledged or disposed of in anyway, except by will or by the laws of descent and distribution, without theprior written consent of the Company.

 

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**9.****                                      Accelerationof Vesting Date.**  In the event of a“Change in Control” of the Company prior to the Vesting Date, the Vesting Dateshall be accelerated to the effective date of such Change in Control.  The distribution date set forth inSection 4 hereof shall not be effected by such Change in Control.  For purposes of this Agreement, thefollowing terms shall have the definitions set forth below:

 

(a)                                  “Changein Control” shall mean:

 

(i)                                     achange in control of the Company of a nature that would be required to bereported in response to Item 6(e) of Schedule 14A of Regulation 14Apromulgated under the Securities Exchange Act of 1934, as amended (the“Exchange Act”), whether or not the Company is then subject to such reportingrequirement;

 

(ii)                                  thepublic announcement (which, for purposes of this definition, shall include,without limitation, a report filed pursuant to Section 13(d) of theExchange Act) by the Company or any “person” (as such term is used in Sections13(d) and 14(d) of the Exchange Act) that such person has become the“beneficial owner” (as defined in Rule 13d-3 promulgated under the ExchangeAct), directly or indirectly, of securities of the Company representing 20% ormore of the combined voting power of the Company’s then outstanding securities,determined in accordance with Rule 13d-3, excluding, however, any securitiesacquired directly from the Company (other than an acquisition by virtue of theexercise of a conversion privilege unless the security being so converted wasitself acquired directly from the Company); however, that for purposes of thisclause the term “person” shall not include the Company, any subsidiary of theCompany or any employee benefit plan of the Company or of any subsidiary of theCompany or any entity holding shares of Common Stock organized, appointed orestablished for, or pursuant to the terms of, any such plan;

 

(iii)          the Continuing Directorscease to constitute a majority of the Company’s Board of Directors;

 

(iv)                              consummationof a reorganization, merger or consolidation of, or a sale or other dispositionof all or substantially all of the assets of, the Company (a “BusinessCombination”), in each case, unless, following such Business Combination, (A)all or substantially all of the persons who were the beneficial owners of theCompany’s outstanding voting securities immediately prior to such BusinessCombination beneficially own voting securities of the corporation resultingfrom such Business Combination having more than 50% of the combined votingpower of the outstanding voting securities of such resulting Corporation and(B) at least a majority of the members of the Board of Directors of thecorporation resulting from such Business Combination were Continuing Directorsat the time of the action of the Board of Directors of the Company approvingsuch Business Combination;

 

(v)                                 approvalby the shareholders of the Company of a complete liquidation or dissolution ofthe Company; or

 

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(vi)                              themajority of the Continuing Directors determine in their sole and absolutediscretion that there has been a change in control of the Company.

 

(b)                                 “ContinuingDirector” shall mean any person who is a member of the Board of Directors ofthe Company, while such person is a member of the Board of Directors, who isnot an Acquiring Person (as defined below) or an Affiliate or Associate (asdefined below) of an Acquiring Person, or a representative of an AcquiringPerson or of any such Affiliate or Associate, and who (x) was a member of theBoard of Directors on the date of this Agreement as first written above or (y)subsequently becomes a member of the Board of Directors, if such person’sinitial nomination for election or initial election to the Board of Directorsis recommended or approved by a majority of the Continuing Directors.  For purposes of this subparagraph (b),“Acquiring Person” shall mean any “person” (as such term is used in Sections13(d) and 14(d) of the Exchange Act) who or which, together with all Affiliatesand Associates of such person, is the “beneficial owner” (as defined in Rule13d-3 promulgated under the Exchange Act), directly or indirectly, ofsecurities of the Company representing 20% or more of the combined voting powerof the Company’s then outstanding securities, but shall not include theCompany, any subsidiary of the Company or any employee benefit plan of theCompany or of any subsidiary of the Company or any entity holding shares ofCommon Stock organized, appointed or established for, or pursuant to the termsof, any such plan; and “Affiliate” and “Associate” shall have the respectivemeanings ascribed to such terms in Rule 12b-2 promulgated under the ExchangeAct.

 

**9.****                                      FurtherActs.**  You agree to execute anddeliver any additional documents and to perform any other acts necessary togive full force and effect to the terms of this Agreement.

 

**10.****                               New,Substituted or Additional Securities.** In the event of any stock dividend, stock split or consolidation or anylike capital adjustment of any of the outstanding securities of the Company,all new, substituted or additional securities or other property to which youbecome entitled by reason of the Award shall be subject to forfeiture to theCompany with the same force and effect as is the Award immediately prior tosuch event.

 

**11.****                               Severability.**  In the event that any provision of thisAgreement is deemed to be invalid or unenforceable, the remaining provisionsshall nevertheless remain in full force and effect without being impaired orinvalidated in any way.

 

**12.****                               GoverningLaw.**  This Agreement shall begoverned by and construed in accordance with the laws of the State of Minnesotawithout regard to conflict of laws principles.

 

**13.****                               Limitationon Rights; No Right to Future Grants; Extraordinary Item.**  By entering into this Agreement andaccepting the Award, you acknowledge that: (a) the Plan is discretionary andmay be modified, suspended or terminated by the Company at any time as providedin the Plan; (b) the grant of the Award is a one-time benefit and does notcreate any contractual or other right to receive future grants of awards orbenefits in lieu of awards; (c) all determinations with respect to any suchfuture grants, including, but not limited to, the times when awards will begranted, the number of Shares subject to each award, the award price, if any,and the time or times when each award will be settled, will be at the solediscretion of the Company; (d) your participation in the Plan is voluntary; (e)  the future value of the Common Stock subjectto the Award is unknown and cannot be

 

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predicted with certainty, and (f) neither the Plan,the Award nor the issuance of the Shares confers upon you any right to continueas a director of the Company, nor do they limit in any respect the right of theCompany to terminate your relationship with the Company at any time.

 

14.                                 **Execution of Award Agreement.**  Please acknowledge your acceptance of theterms and conditions of the Award by signing one copy of this Agreement andreturning it to the address indicated below. If you have not notified the Company of your rejection of the Awardwithin thirty (30) days after your receipt of this Agreement, you will haveconsented to all of the terms and provisions hereof.

 

 
|   | ADC TELECOMMUNICATIONS, INC. |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | By:                          |   |   |
|   | Name:                        |   |   |
|   | Title:                       |   |   |
|        |                              |  |  |  |  |

 

 

**ACCEPTANCEAND ACKNOWLEDGMENT**

 

I accept the Restricted Stock Unit Award described inthis Agreement and in the Plan, and acknowledge receipt of a copy of thisAgreement, the Plan and the applicable Plan Summary, and acknowledge that Ihave read them carefully and that I fully understand their contents.

 

 
| Dated: |                        |   |   |
|--------|-----------------------------|--------|--------|
|   |                        |
|   |                        |   |
|   | <<Participant>> |

 

 

Return to:

 

ADC Telecommunications, Inc.

Office of the General Counsel

P.O. Box 1101

Minneapolis, MN 55440-1101

Fax: 952-917-0893

 

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