Exhibit 10.5
 ADC TELECOMMUNICATIONS, INC.
INCENTIVE STOCK OPTION AGREEMENT
 Optionee:
    
    Option Number:Optionee ID:
    
    Plan:
 
 
 
  Number of Option SharesVesting Date
    
    Vesting
    
    Expiration Date
  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.
  Version Effective November 1, 2008
    
    -Over-
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Jeffrey D. Pflaum, Vice President, Corporate Secretary
& General Counsel
    
    
    
    DateOPTIONEEDate
 Government/Taxpayer ID#Home Address
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EXHIBIT A
TO THE
ADC TELECOMMUNICATIONS, INC.
INCENTIVE STOCK OPTION AGREEMENT
   1.
    
    Grant of Option
  2.
    
    Duration and Exercisability
 (a)
    
    This Option shall vest and become exercisable in accordance with the schedule
set forth on the Agreement. This Option shall in all events terminate seven (7) years
after the date of grant, if not earlier in the event of termination of employment.(b)
    
    Notwithstanding the provisions contained in Section 2(a) above, but subject to
the other terms and conditions set forth herein, this Option shall become fully vested
and exercisable on the date of a Change in Control (as hereinafter defined). For
purposes of the Agreement and this Exhibit A to the Agreement, the following terms
shall have the definitions set forth below:
 (i)
    
    Change in Control shall mean:
 (A)
    
    a change in control of the Company of a nature
that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the Exchange Act), whether or not
the Company is then subject to such reporting requirement;(B)
    
    the public announcement (which, for purposes of
this definition, shall include, without limitation, a report filed
pursuant to Section 13(d) of the Exchange Act) by the Company or any
person (as such term is used in Sections 13(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 Exchange Act), directly or
indirectly, of securities of the Company representing twenty percent
(20%) or more of the combined voting power of the Companys then
outstanding securities, determined in accordance with Rule 13d-3,
excluding, however, any securities acquired directly from the Company
(other than an acquisition by virtue of the exercise of
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a conversion privilege unless the security being so converted was
itself acquired directly from the Company); however, that for
purposes of this clause the term person shall not include the
Company, any subsidiary of the Company or any employee benefit plan
of the Company or of any subsidiary of the Company or any entity
holding shares of Common Stock organized, appointed or established
for, or pursuant to the terms of, any such plan;(C)
    
    the Continuing Directors cease to constitute a
majority of the Companys Board of Directors;(D)
    
    consummation of a reorganization, merger or
consolidation of, or a sale or other disposition of all or
substantially all of the assets of, the Company (a Business
Combination), in each case, unless, following such Business
Combination, (A) all or substantially all of the persons who were the
beneficial owners of the Companys outstanding voting securities
immediately prior to such Business Combination beneficially own voting
securities of the corporation resulting from such Business Combination
having more than fifty percent (50%) of the combined voting power of
the outstanding voting securities of such resulting Corporation and (B)
at least a majority of the members of the Board of Directors of the
corporation resulting from such Business Combination were Continuing
Directors at the time of the action of the Board of Directors of the
Company approving such Business Combination;(E)
    
    approval by the shareholders of the Company of
a complete liquidation or dissolution of the Company; or(F)
    
    the majority of the Continuing Directors
determine in their sole and absolute discretion that there has been a
change in control of the Company.(G)
    
    The definition of Change in Control is
subject to changes as may be determined by the Compensation Committee
of the Companys Board of Directors as necessary to comply with the
requirements of Section 409A of the Internal Revenue Code, as added by
the American Jobs Creation Act.
 (ii)
    
    Continuing Director shall mean any person who is a member of
the Board of Directors of the Company, while such person is a member of the
Board of Directors, who is not an Acquiring Person (as defined below) or an
Affiliate or Associate (as defined below) of an Acquiring Person, or a
representative of an Acquiring Person or of any such Affiliate or Associate,
and who (x) was a member of the Board 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 or
initial election to the Board of Directors is recommended or approved by a
majority of the Continuing Directors. For purposes of this subparagraph (ii),
Acquiring Person shall mean any person (as such term is used in Sections
13(d) and
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14(d) of the Exchange Act) who or which, together with all Affiliates and
Associates of such person, is the beneficial owner (as defined in Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing twenty percent (20%) or more of the
combined voting power of the Companys then outstanding securities, but
shall not include the Company, any subsidiary of the Company or any employee
benefit plan of the Company or of any subsidiary of the Company or any
entity holding shares of Common Stock organized, appointed or established
for, or pursuant to the terms of, any such plan; and Affiliate and
Associate shall have the respective meanings ascribed to such terms in
Rule 12b-2 promulgated under the Exchange Act.
 (c)
    
    This Option shall not be assignable or transferable except to a designated
beneficiary (under procedures established by the Company) or by the laws of descent and
distribution in the case of the death of Optionee, and except that for U.S. resident
employees, upon written notice to the Company, U.S. resident employees may transfer
this Option during his or her lifetime to any family member (as such term is used on
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.(d)
    
    This Option may be exercised, during the lifetime of Optionee, only by
Optionee, a permitted transferee pursuant to a transfer permitted by Section 2(c)
above, or, if permissible under applicable law, by Optionees or such transferees
guardian or legal representative.
 3.
    
    Effect of Termination of Employment
 (a)
    
    For all purposes of the Agreement and this Exhibit A, the following terms shall
have the following meanings:
 (i)
    
    Employment Termination Date shall mean the earlier of:
 
    
    the date, as determined by the Company, that Optionee is no longer
actively employed by the Company or an Affiliate of the Company, and
in the case of an involuntarily termination, such date shall not be
extended by any notice period mandated under local law (e.g., active
employment would not include a period of garden leave or similar
period pursuant to local law); or
    
    the date, as determined by the Company, that Optionees employer
is no longer an Affiliate of the Company.
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(b)
    
    In the event the Optionee ceases to be an employee of the Company or any of its
Affiliates for any reason other than death or Retirement, then Optionee shall have the
right to exercise the Option at any time within one year after the Employment
Termination Date to the extent of the number of vested shares Optionee was entitled to
purchase under the Option on the Employment Termination Date, subject to the condition
that no Option shall be exercisable after the Expiration Date.(c)
    
    In the event the Optionee dies while an employee of the Company or any of its
Affiliates or within three months after the Employment Termination Date, this Option
may be exercised at any time within two years after his or her death by the executors
or administrators of Optionee, or by any person or persons to whom the Option is
transferred by the prior designation of a beneficiary or the applicable laws of descent
and distribution, to the extent of the number of vested shares Optionee was entitled to
purchase under the Option on the date of death, subject to the condition that no Option
shall be exercisable after the Expiration Date.(d)
    
    In the event of the Retirement of the Optionee, then Optionee shall have the
right to exercise this Option at any time within the shorter period from Optionees
Employment Termination Date of (1) the time remaining until the Expiration Date, or (2)
five years. Such right of exercise shall exist only to the extent of the number of
vested shares Optionee was entitled to purchase under the Option on the Employment
Termination Date, subject to the condition that no Option shall be exercisable after
the Expiration Date.(e)
    
    No further vesting of this Option shall occur after the Employment Termination
Date, and this Option shall be exercisable in accordance with this Section 3 following
the Employment Termination Date only to the extent that it is exercisable on the
Employment Termination Date, pursuant to the vesting schedule set forth in the
Agreement and Section 2 hereof.
 4.
    
    Manner of Exercise
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5.
    
    Adjustments
  6.
    
    Responsibility for Taxes
   7.
    
    Workforce ProtectionThe Optionee understands that the Company has an important business
interest in preserving and retaining its relationships with its employees. In consideration
of Optionees employment with the Company and/or this agreement, during the term of Optionees
employment and for one year
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thereafter, the Optionee promises that Optionee will not directly or indirectly or in
cooperation with others:
     8.
    
    Confidential Information
 (a)
    
    In further consideration of the grant of the Option, the Optionee specifically
acknowledges and agrees that Optionee is bound to protect the Companys confidential
information which includes but is not limited to proprietary information, confidential
data and any other representation of Company knowledge, whether verbal, printed,
written or electronically recorded or transmitted. This includes confidential
information concerning any technologies, concepts, engineering, sales and financial
details, customer names and information, pricing, business strategies and other related
or similar confidential data. Optionee acknowledges that the obligation to protect the
Companys confidential information continues after Optionee leaves the Company,
regardless of the reason. Optionee agrees to refrain from giving future employers any
confidential information belonging to the Company. This obligation to preserve
confidential information exists independently of and in addition to any obligation to
which the Optionee is subject under the terms of the Companys Invention, Copyright and
Trade Secret Agreement, or other similar document.(b)
    
    The Optionee acknowledges that breach of this Section 8 would be highly
injurious to the Company, and the Company reserves its rights to pursue all
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available remedies, including but not limited to equitable and injunctive relief and
damages. The Optionee specifically agrees that the Company shall be entitled to
obtain temporary and permanent injunctive relief from a court of law to enforce the
provisions of this Section 8, 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 the Company to claim and recover damages or to seek and obtain any other relief
available to it. The Optionee further acknowledges that this Section 8 shall be
enforceable by the Company even if no portion of the Option becomes vested and
exercisable.
 9.
    
    Data Privacy Consent
   10.
    
    Nature of Grant
  (a)
    
    The Plan is established voluntarily by the Company, it is discretionary in
nature and it may be modified, suspended or terminated by the Company at any time, as
provided in the Plan and this Agreement. The Option is subject in all respects to the
terms and conditions of the Plan and this Agreement.
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(b)
    
    The grant of the Option is voluntary and occasional and does not create any
contractual or other right to receive future grants of options, or benefits in lieu of
options, even if options have been granted repeatedly in the past.(c)
    
    All decisions with respect to future option grants, if any, will be at the sole
discretion of the Company.(d)
    
    Optionees participation in the Plan shall not create a right to further
employment with the Company or any of its Affiliates and shall not interfere with the
ability of the Company or its Affiliates to terminate Optionees employment
relationship at any time with or without cause.(e)
    
    Optionee is voluntarily participating in the Plan.(f)
    
    The Option is an extraordinary item that does not constitute compensation of
any kind for services of any kind rendered to the Company or the Employer, and is
outside the scope of Optionees employment contract, if any.(g)
    
    The Option is not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards, pension
or retirement benefits or similar payments.(h)
    
    In the event that Optionee is not an employee of the Company, the Option grant
will not be interpreted to form an employment contract or relationship with the
Company; and furthermore, the Option grant will not be interpreted to form an
employment contract with any Affiliate of the Company.(i)
    
    The future value of the underlying shares is unknown and cannot be predicted
with certainty.(j)
    
    If the underlying shares do not increase in value, the Option will have no
value.(k)
    
    If Optionee exercises the Option and obtains shares, the value of those shares
acquired upon exercise may increase or decrease in value, even below the exercise
price.(l)
    
    No claim or entitlement to compensation or damages arises from termination of
the Option or diminution in value of the Option or shares purchased through exercise of
the Option which results from the termination of Optionees employment by the Company
or the Employer (for any reason and regardless of whether in breach of contract), and
Optionee irrevocably releases the Company and its Affiliates from any such claim that
may arise; if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, Optionee shall be deemed irrevocably to have
waived his/her entitlement to pursue such claim.(m)
    
    Optionee consents to the delivery by electronic means of any documents related
to the Option, the Plan or future options that may be granted under the Plan.
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11.
    
    Miscellaneous
 (a)
    
    Optionee shall have none of the rights of a shareholder with respect to shares
subject to this Option until such shares shall have been issued upon exercise of this
Option.(b)
    
    This Agreement shall be governed by and construed in accordance with the
domestic laws of the State of Minnesota without giving effect to any choice or
conflict of law provision or rule (whether of the State of Minnesota or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other
than the State of Minnesota. 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.(c)
    
    To the extent any provision of this Agreement shall be determined by any court
to be invalid or unenforceable in any jurisdiction, such provision shall be deemed to
be deleted from this Agreement, 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, the Optionee expressly agrees that should the duration of,
geographical extent of, or business activities covered by Section 7 of this Agreement
be in excess of that which is valid or enforceable under applicable law, then such
provision shall be construed to cover only that duration, extent or activities that may
validly or enforceably be covered. The Optionee 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.(d)
    
    If Optionee has received this Agreement or any other document related to the
Plan translated into a language other than English and if the translated version is
different than the English version, the English version will control.
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