**Exhibit10-e**

 

**ADCTELECOMMUNICATIONS, INC.**

 

**RESTRICTEDSTOCK AWARD AGREEMENT**

 

THIS AGREEMENT is made asof this 11th day of December 2003, by and between ADC Telecommunications, Inc.,a Minnesota corporation (the “Company”), and Hilton M. Nicholson (“Participant”).

 

TheCompany, pursuant to its Global Stock Incentive Plan (the “Plan”), herebygrants the following stock award to Participant, which award shall have theterms and conditions set forth in this Agreement:

 

**1.****                         ****Award**

The Company, effective as of the date of this Agreement, hereby grantsto Participant a restricted stock award of 80,000 shares (the “Shares”) ofcommon stock, par value $.20 per share, of the Company (the “Common Stock”),subject to the terms and conditions set forth herein.

 

**2.****                         ****Vesting**

Subjectto the terms and condition of this Agreement, the Shares shall vest inParticipant as follows:  one-third (1/3)of the Shares shall vest on each of December 11, 2004, 2005 and 2006, if, andonly if, Participant remains continuously employed by the Company from the datehereof until each respective vesting date. Vesting of the Shares shall be accelerated to an earlier date only underthe following conditions:

 

a)in the event of a Change in Control of Company (as defined in the attachedExhibit A), and provided that Participant remains continuously employed by theCompany until the effective date of such Change in Control, all unvested Sharesgranted under this Agreement shall become immediately vested on the effectivedate of the Change in Control;

 

b)in the event that Participant’s employment by the Company is terminated becauseParticipant becomes employed by a new owner of the IP Cable business inconnection with an “IP Cable Divestiture Event” (as defined in Exhibit A), andprovided that Participant remains continuously employed by the Company untilthe date of closing of the IP Cable Divestiture Event, all unvested Sharesgranted under this Agreement shall become immediately vested as of the lastdate of Participant’s employment with the Company; or

 

c)in the event that Participant’s employment by the Company is involuntarilyterminated by the Company without cause within one year following an IP CableDivestiture Event, and provided that Participant remains continuously employedby the Company until the date of such involuntary termination, all unvestedShares granted under this Agreement shall become immediately vested as of thelast date of Participant’s employment with the Company.

 

**3.**                          **Restriction on Transfer**

Untilthe Shares vest pursuant to Section 2 hereof, none of the Shares may be sold,assigned, transferred, pledged, hypothecated or otherwise disposed of orencumbered, and no attempt to transfer the Shares, whether voluntary

 

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orinvoluntary, by operation of law or otherwise, shall vest the transferee withany interest or right in or with respect to the Shares.

 

**4.****                         ****Forfeiture**

If Participant ceases tobe an employee of the Company or any majority-owned affiliate of the Companyfor any reason prior to the vesting of the Shares pursuant to Section 2 hereof,Participant’s rights to the unvested portion of the Shares shall be immediatelyand irrevocably forfeited.

 

**5.****                         ****Issuance and Custody of Certificate**

(a)The Company shall cause to be issued one or more stock certificates, registeredin the name of Participant, evidencing the Shares.  Each such certificate shall bear the following legend:

 

“Theshares of common stock represented by this certificate are subject toforfeiture, and the transferability of this certificate and the shares of stockrepresented hereby are subject to the restrictions, terms and conditions(including restrictions against transfer) contained in the ADCTelecommunications, Inc. Global Stock Incentive Plan and a Restricted StockAward Agreement entered into between ADC Telecommunications, Inc. and theregistered owner of such shares.  Copiesof the Plan and the Agreement are on file in the office of the Secretary of ADCTelecommunications, Inc., 13625 Technology Drive, Eden Prairie, Minnesota.”

 

(b)  Participant shall execute stock powersrelating to the Shares and deliver the same to the Company.  Company shall use such stock powers only forthe purpose of canceling any unvested Shares that are forfeited.

 

(c)  Each certificate issued pursuant to Section5(a) hereof, together with the stock powers relating to the Shares, shall bedeposited by the Company with the Secretary of the Company or a custodiandesignated by the Secretary.  TheSecretary or such custodian shall issue a receipt to Participant evidencing thecertificate or certificates held which are registered in the name ofParticipant.

 

(d)  After any Shares vest pursuant to Section 2hereof, the Company shall promptly cause to be issued a certificate or certificatesevidencing such vested Shares, free of the legend provided in section 5(a)hereof, and shall cause such certificate or certificates to be delivered toParticipant or Participant’s legal representatives, beneficiaries or heirs.

 

**6.****                         ****Distributions and Adjustments**

(a)  If all or any portion of the Shares vest inParticipant subsequent to any change in the number or character of Shares ofCommon Stock (through stock dividend, recapitalization, stock split, reversestock split, reorganization, merger, consolidation, split-up, spin-off,combination, repurchase or exchange of Shares of Common Stock or othersecurities of the Company, issuance of warrants or other rights to purchaseShares of Common Stock or other securities of the Company or other similar corporatetransaction or event affecting the Shares such that an adjustment is determinedby the Compensation and Organization Committee of the Board of Directors (the“Committee”) to be appropriate in order to prevent dilution or enlargement ofthe interest represented by the Shares), Participant shall

 

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thenreceive upon such vesting the number and type of securities or otherconsideration which he would have received if the Shares had vested prior tothe event changing the number or character of outstanding Shares of CommonStock.

 

(b)  Any additional Shares of Common Stock, anyother securities of the Company and any other property (except for cashdividends) distributed with respect to the Shares prior to the date the Sharesvest shall be subject to the same restrictions, terms and conditions as theShares.  Any cash dividends payable withrespect to the Shares shall be distributed to Participant at the same time cashdividends are distributed to shareholders of the Company generally.

 

(c)  Any additional Shares of Common Stock, anysecurities and any other property (except for cash dividends) distributed withrespect to the Shares prior to the date such Shares vest shall be promptlydeposited with the Secretary or the custodian designated by the Secretary to beheld in custody in accordance with Section 5(c) hereof.

 

**7.****                         ****Taxes**

(a)  In order to provide the Company with theopportunity to claim the benefit of any income tax deduction which may beavailable to it in connection with this restricted stock award, and in order tocomply with all applicable federal or state tax laws or regulations, theCompany may take such action as it deems appropriate to insure that, ifnecessary, all applicable federal or state income and social security taxes arewithheld or collected from Participant.

 

(b)  Participant may elect to satisfy his federaland state income tax withholding obligations in connection with this restrictedstock award by (i) having the Company withhold a portion of the shares ofCommon Stock otherwise to be delivered upon vesting of this restricted stockaward having a fair market value equal to the amount of federal and stateincome taxes required to be withheld in connection with this restricted stockaward, in accordance with the rules of the Committee, or (ii) delivering to theCompany shares of Common Stock other than the shares to be delivered uponvesting of this restricted stock award having a fair market value equal to suchtaxes, in accordance with the rules of the Committee.

 

(c)  Notwithstanding clause 7(b) above, ifParticipant elects, in accordance with Section 83(b) of the InternalRevenue Code of 1986, as amended, to recognize ordinary income in the year ofacquisition of the Shares, the Company may require at the time of such electionan additional payment for withholding tax purposes based on the fair marketvalue of such Shares as of the date of the acquisition of such Shares byParticipant.

 

**8.****                         ****Miscellaneous**

(a)  This Agreement is issued pursuant to thePlan and is subject to its terms. Participant hereby acknowledges receipt of a copy of the Plan.  The Plan is also available for inspectionduring business hours at the principal office of the Company.

 

(b)  This Agreement shall not confer onParticipant any right with respect to continuance of employment by the Companyor any of its subsidiaries.

 

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(c)This Agreement shall be governed by and construed under the internal laws ofthe State of Minnesota, without regard for conflicts of laws principlesthereof.

 

INWITNESS WHEREOF, the parties hereto have caused this Agreement to be executedon the day and year first above written.

 
|   | **ADC TELECOMMUNICATIONS, INC.** |
|--------|----------------------------------|
|   |                             |   |
|   |                             |   |
|   | By:                              | /s/ Laura N. Owen |   |
|   |                             | Laura N. Owen |
|   | Its:                             | Vice President, Human Resources |   |
|   |                             |   |
|   |                             |   |
|   | **PARTICIPANT**                  |
|   |                             |   |
|   |                             |   |
|   |                             | /s/ Hilton M. Nicholson |   |
|   | Hilton M. Nicholson              |
|        |                                  |  |  |  |  |  |

 

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**ExhibitA**

 

**Change In Control**.

 

(i)                                     For purposes of this Agreement and thisExhibit A, a Change in Control” of the Company shall mean:

 

(a)                                  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 14A promulgatedunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”),whether or not the Company is then subject to such reporting requirement;

 

(b)                                 thepublic announcement (which, for purposes of this definition, shall include,without limitation, a report filed pursuant to Section 13(d) of the ExchangeAct) by the Company or any “person” (as such term is used in Sections 13(d) and14(d) of the Exchange Act) that such person has become the “beneficial owner”(as defined in Rule 13d-3 promulgated under the Exchange Act), directly orindirectly, of securities of the Company representing 20% or more of thecombined voting power of the Company’s then outstanding securities, determinedin accordance with Rule 13d-3, excluding, however, any securities acquireddirectly from the Company (other than an acquisition by virtue of the exerciseof a conversion privilege unless the security being so converted was itselfacquired directly from the Company); however, that for purposes of this clausethe term “person” shall not include the Company, any subsidiary of the Companyor any employee benefit plan of the Company or of any subsidiary of the Companyor any entity holding shares of Common Stock organized, appointed orestablished for, or pursuant to the terms of, any such plan;

 

(c)                                  theContinuing Directors cease to constitute a majority of the Company’s Board ofDirectors;

 

(d)                                 consummationof a reorganization, merger or consolidation of, or a sale or other dispositionof all or substantially all of the assets of, the Company (a “Business Combination”),in each case, unless, following such Business Combination, (A) all orsubstantially 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;

 

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

 

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

 

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(ii)                                  “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’s initial nomination for election orinitial election to the Board of Directors is recommended or approved by amajority of the Continuing Directors. For purposes of this subparagraph (ii), “Acquiring Person” shall meanany “person” (as such term is used in Sections 13(d) and 14(d) of the ExchangeAct) who or which, together with all Affiliates and Associates of such person,is the “beneficial owner” (as defined in Rule 13d-3 promulgated under theExchange Act), directly or indirectly, of securities of the Companyrepresenting 20% or more of the combined voting power of the Company’s thenoutstanding securities, but shall not include the Company, any subsidiary ofthe Company or any employee benefit plan of the Company or of any subsidiary ofthe Company or any entity holding shares of Common Stock organized, appointedor established for, or pursuant to the terms of, any such plan; and “Affiliate”and “Associate” shall have the respective meanings ascribed to such terms inRule 12b-2 promulgated under the Exchange Act.

 

**IP Cable Divestiture Event**. For purposes of this Agreement and this Exhibit A, an “IP CableDivestiture Event” shall mean the closing of a sale or other divestiture by theCompany of at least a majority ownership interest in substantially all of thebusiness and assets of the Company’s IP Cable business unit (including the CudaCMTS product line) to a third party which continues the IP Cable business.  The sale of the business and assets of onlythe Fastflow and/or Homeworx product line shall not constitute an IP CableDivestiture Event.  In the event thatthe Company engages in a transaction in which the Company divests a minorityinterest but retains at least a majority ownership interest in a business entityor new joint venture which continues the IP Cable business including the CudaCMTS product Line, such transaction shall also be deemed an IP CableDivestiture Event if the Participant is not offered continued employment byeither the Company or the entity or joint venture which continues the businessof the IP Cable business unit.   TheCompany may or may not engage in an IP Cable Divestiture Event as it evaluatesits business portfolio and strategy on an on-going basis.  This Agreement is not intended to and shallnot impose any commitment on the Company to proceed with a divestiture of theIP Cable business unit.  The Companyretains complete discretion as to if and when it would proceed with any suchtransaction.

 

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