**ADC TELECOMMUNICATIONS, INC,GLOBAL STOCK INCENTIVE PLAN**

(asamended and restated through February 27, 2001)

 

**Section 1.  Purpose; Effect onPrior Plan.**

          (a)      *Purpose*.  Thepurpose of the ADC Telecommunications,Inc. Global Stock Incentive Plan (the “Plan”) is to aid in maintaining anddeveloping management personnel capable of assuring the future success of ADCTelecommunications, Inc. (the “Company”), to offer such personnel incentives toput forth maximum efforts for the success of the Company’s business and toafford such personnel an opportunity to acquire a proprietary interest in theCompany.

          (b)      *Effect On Prior Plan* .  From and after theeffective date of the Plan, no stock options or restricted stock awards shallbe granted under the Company’s Stock Option and Restricted Stock Plan.  All outstanding stock options and restrictedstock awards previously granted under the Stock Option and Restricted StockPlan shall remain outstanding in accordance with the terms thereof.

**Section 2.  Definitions.**

          As used in the Plan, the following terms shall have the meaningsset forth below:

          (a)      “Affiliate”shall mean (i) any entity that, directly or indirectly through one or moreintermediaries, is controlled by the Company and (ii) any entity in which theCompany has a significant equity interest, as determined by the Committee.

          (b)      “Award”shall mean any Option, Stock Appreciation Right, Restricted Stock orPerformance Award granted under the Plan.

          (c)      “AwardAgreement” shall mean any written agreement, contract or other instrument ordocument evidencing any Award granted under the Plan.

          (d)      “Code”shall mean the Internal Revenue Code of 1986, as amended from time to time, andany regulations promulgated thereunder.

          (e)      “Committee”shall mean a committee of the Board of Directors of the Company designated bysuch Board to administer the Plan and composed of not less than threedirectors, each of whom is a “disinterested person” within the meaning of Rule16b-3.

          (f)       “Fair Market Value” shall mean, with respect to any property (including,without limitation, any Shares or other securities), the fair market value ofsuch property determined by such methods or procedures as shall be establishedfrom time to time by the Committee. Notwithstanding the foregoing, for purposes of the Plan, the Fair MarketValue of Shares on a given date shall be (i) the last sale price of the Sharesas reported on the Nasdaq National Market System on such date, if the Sharesare then quoted on the Nasdaq National Market System or (ii) the closing priceof the Shares or such date on a national securities exchange, if the shares arethen being traded an a national securities exchange.

          (g)      “IncentiveStock Option” shall mean an option granted under Section 6(a) of the Plan thatis intended to meet the requirements of Section 422 of the Code or anysuccessor provision thereto.

          (h)      “KeyEmployee” shall mean any employee of the Company or any Affiliate who theCommittee determines to be a key employee.

          (i)       “Non-QualifiedStock Option” shall mean an option granted under Section 6(a) of the Plan thatis not intended to be an Incentive Stock Option.

          (j)       “Option”shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

          (k)      “Participant”shall mean a Key Employee designated to be granted an Award under the Plan.

          (l)       “PerformanceAward” shall mean any right granted under Section 6(d) of the Plan.

          (m)     “Person”shall mean any individual, corporation, partnership, association or trust.

          (n)      “RestrictedStock” shall mean any Share granted under Section 6(c) of the Plan.

          (o)      “Rule16b-3” shall mean Rule 16b-3 promulgated by the Securities and ExchangeCommission under the Securities Exchange Act of 1934, as amended, or anysuccessor rule or regulation thereto.

          (p)      “Shares”shall mean shares of Common Stock, $.20 par value, of the Company or such othersecurities or property as may become subject to Awards pursuant to anadjustment made under Section 4(c) of the Plan.

          (q)      “StockAppreciation Right” shall mean any right granted under Section 6(b) of thePlan.

**Section 3.  Administration.**

          (a)      *Power and Authority of the Committee*.  The Plan shall beadministered by the Committee.  Subjectto the terms of the Plan and applicable law, the Committee shall have fullpower and authority to: (i) designate Participants; (ii) determine the type ortypes of Awards to be granted to each Participant under the Plan; (iii)determine the number of Shares to be covered by (or with respect to whichpayments are to be calculated in connection with) Awards; (iv) determine theterms and conditions of any Award or Award Agreement; (v) amend the terms andconditions of any Award or Award Agreement and accelerate the exercisability ofOptions or the lapse of restrictions relating to Restricted Stock; (vi) determinewhether, to what extent and under what circumstances Awards may be exercised incash, Shares, other securities, other Awards or other property, or canceled,forfeited or suspended; (vii) determine whether, to what extent and under whatcircumstances cash or Shares payable with respect to an Award under the Planshall be deferred either automatically or at the election of the holder thereofor the Committee; (viii) interpret and administer the Plan and any instrumentor agreement relating to, or Award made under, the Plan; (ix) establish, amend,suspend or waive such rules and regulations and appoint such agents as it shalldeem appropriate for the proper administration of the Plan; and (x) make anyother determination and take any other action that the Committee deemsnecessary or desirable for the administration of the Plan.  Unless otherwise expressly provided in thePlan, all designations, determinations, interpretations and other decisionsunder or with respect to the Plan or any Award shall be within the solediscretion of the Committee, may be made at any time and shall be final,conclusive and binding upon any Participant, any holder or beneficiary of anyAward and any employee of the Company or any Affiliate.

          (b)      *Meetings of the Committee*.  The Committee shallselect one of its members as its chairman and shall hold its meetings at suchtimes and places as the Committee may determine.  A majority of the Committee’s members shall constitute a quorum.  All determinations of the Committee shall bemade by not less than a majority of its members.  Any decision or determination reduced to writing and signed byall of the members of the Committee shall be fully effective as if it had beenmade by a majority vote at a meeting duly called and held.  The Committee may appoint a secretary andmay make such rules and regulations for the conduct of its business as it shalldeem advisable.

**Section 4.  Shares Available forAwards.**

          (a)      *Shares Available* .  Subject to adjustment asprovided in Section 4(c), the number of Shares available for granting Awardsunder the Plan shall be 181,246,832.  Ifany Shares covered by an Award or to which an Award relates are not purchasedor are forfeited, or if an Award otherwise terminates without delivery of anyShares or cash payments to be received thereunder, then the number of Sharescounted against the aggregate number of Shares available under the Plan withrespect to such Award, to the extent of any such forfeiture or termination,shall again be available for granting Awards under the Plan.  In addition, any Shares that are used by aParticipant as full or partial payment to the Company of the purchase price ofShares acquired upon exercise of an Option shall again be available for grantingAwards.

          (b)      *Accounting for Awards* .  For purposes of thisSection 4,

          (i)       if an Award entitles the holder thereof toreceive or purchaseShares, the number of Shares covered by such Award or to which such Awardrelates shall be counted on the date of grant of such Award against theaggregate number of Shares available for granting Awards under the Plan; and

          (ii)      if an Award entitles the holder to receive cashpayments but theamount of such payments are denominated in or based on a number of Shares, suchnumber of Shares shall be counted on the date of grant of such Award againstthe aggregate number of Shares available for granting Awards under the Plan;

*provided, however*,that Awards that operate in tandem with (whether granted simultaneously with orat a different time from), or that are substituted for, other Awards may becounted or not counted under procedures adopted by the Committee in order toavoid double counting.

          (c)      *Adjustments*. In the event that the Committee shalldetermine that any dividend or other distribution (whether in the form of cash,Shares, other securities or other property), recapitalization, stock split,reverse stock split, reorganization, merger, consolidation, split-up, spin-off,combination, repurchase or exchange of Shares or other securities of theCompany, issuance of warrants or other rights to purchase Shares or othersecurities of the Company or other similar corporate transaction or eventaffects the Shares such that an adjustment is determined by the Committee to beappropriate in order to prevent dilution or enlargement of the benefits orpotential benefits intended to be made available under the Plan, then theCommittee shall, in such manner as it may deem equitable, adjust any or all of(i) the number and type of Shares (or securities or other property) whichthereafter may be made the subject of Awards, (ii) the number and type ofShares (or securities or other property) subject to outstanding Awards and(iii) the exercise price with respect to any Award; *provided, however*, that thenumber of Shares covered by any Award or to which such Award relates shallalways be a whole number.

          (d)      *Incentive Stock Options*.  Notwithstanding theforegoing, the number of Shares available for granting Incentive Stock Optionsunder the Plan shall not exceed 181,246,832, subject to adjustment as providedin the Plan and Section 422 or 424 of the Code.

**Section 5.  Eligibility.**

          Any Key Employee, including any Key Employee who is an officer ordirector of the Company or any Affiliate, shall be eligible to be designated aParticipant; *provided, however*, that an Incentive Stock Option shall notbe granted to an employee of an Affiliate unless such Affiliate is also a“subsidiary corporation” of the Company within the meaning of Section 424(f) ofthe Code.

**Section 6.  Awards.**

          (a)      *Options*.  TheCommittee is hereby authorized to grantOptions to Participants with the following terms and conditions and with suchadditional terms and conditions not inconsistent with the provisions of thePlan as the Committee shall determine:

          (i)       *ExercisePrice*.  The purchase price per Share purchasable under an Option shall bedetermined by the Committee; *provided, however*, that such purchaseprice shall not be less than the Fair Market Value of a Share on the date ofgrant of such Option.

          (ii)      *Option Term*. The term of each Optionshall be fixed by the Committee, but such term shall not exceed 10 years fromthe date on which such Option is granted.

          (iii)     *Time andMethod of Exercise*.  The Committee shall determine the time or times at which an Optionmay be exercised in whole or in part and the method or methods by which, andthe form or forms (including, without limitation, cash, Shares, othersecurities, other Awards or other property, or any combination thereof, havinga Fair Market Value on the exercise date equal to the relevant exercise price)in which, payment of the exercise price with respect thereto may be made ordeemed to have been made.

          (b)      *Stock Appreciation Rights*.  The Committee is herebyauthorized to grant Stock Appreciation Rights to Participants subject to theterms of the Plan and any applicable Award Agreement.  A Stock Appreciation Right granted under the Plan shall confer onthe holder thereof a right to receive upon exercise thereof the excess of (i)the Fair Market Value of one Share on the date of exercise (or, if theCommittee shall so determine, at any time during a specified period before orafter the date of exercise) over (ii) the grant price of the Stock AppreciationRight as specified by the Committee, which price shall not be less than theFair Market Value of one Share on the date of grant of the Stock AppreciationRight.  Subject to the terms of the Planand any applicable Award Agreement, the grant price, term, methods of exercise,dates of exercise, methods of settlement and any other terms and conditions ofany Stock Appreciation Right shall be as determined by the Committee.  The Committee may impose such conditions orrestrictions on the exercise of any Stock Appreciation Right as it may deemappropriate.

          (c)      *Restricted Stock* .  The Committee is herebyauthorized to grant Awards of Restricted Stock to Participants with thefollowing terms and conditions and with such additional terms and conditionsnot inconsistent with the provisions of the Plan as the Committee shalldetermine:

          (i)       *Restrictions* .  Shares of RestrictedStock shall be subject to such restrictions as the Committee may impose(including, without limitation, any limitation on the right to vote a Share ofRestricted Stock or the right to receive any dividend or other right orproperty with respect thereto), which restrictions may lapse separately or incombination at such time or times, in such installments or otherwise as theCommittee may deem appropriate.

 

          (ii)      *StockCertificates*.  Any Restricted Stock granted under the Plan shall be evidenced byissuance of a stock certificate or certificates.  Such certificate or certificates shall be registered in the nameof the Participant and shall bear an appropriate legend referring to the terms,conditions and restrictions applicable to such Restricted Stock.

          (iii)     *Forfeiture;Delivery of Shares*.  Except as otherwise determined by the Committee, upon terminationof employment (as determined under criteria established by the Committee)during the applicable restriction period, all Shares of Restricted Stock atsuch time subject to restriction shall be forfeited and reacquired by theCompany; *provided,however*, that the Committee may, when it finds that a waiver wouldbe in the best interest of the Company, waive in whole or in part any or allremaining restrictions with respect to Shares of Restricted Stock.  Shares representing Restricted Stock that isno longer subject to restrictions shall be delivered to the holder thereofpromptly after the applicable restrictions lapse or are waived.

          (iv)     *Limit onRestricted Stock Awards*.  Grants of Restricted Stock shall be subjectto the limitations set forth in Section 6(e) hereof.

          (d)      *Performance Awards* .  The Committee is herebyauthorized to grant Performance Awards to Participants subject to the terms ofthe Plan and any applicable Award Agreement. A Performance Award granted under the Plan (i) shall be granted andpayable in Shares (including, without limitation, Restricted Stock) and (ii)shall confer on the holder thereof the right to receive shares upon theachievement of such performance goals during such performance periods as theCommittee shall establish.  Subject tothe terms of the Plan and any applicable Award Agreement, the performance goalsto be achieved during any performance period, the length of any performanceperiod, the amount of any Performance Award granted and the number of shares tobe issued pursuant to any Performance Award shall be determined by theCommittee.  Grants of Performance Awardsshall be subject to the limitations set forth in Section 6(e) hereof.

          (e)      *Limit on Restricted Stock and Performance Awards*.  The maximum number ofShares under the Plan available for grants of Restricted Stock and PerformanceAwards, in the aggregate, shall be 4,000,000 Shares.

          (f)       *General*.

          (i)       *No CashConsideration for Awards*.  Awards shall be granted for no cashconsideration or for such minimal cash consideration as may be required byapplicable law.

                    (ii)      *Awards MayBe Granted Separately or Together*.  Awards may, in the discretion of theCommittee, be granted either alone or in addition to, in tandem with or insubstitution for any other Award or any award granted under any plan of theCompany or any Affiliate other than the Plan. Awards granted in addition to or in tandem with other Awards or inaddition to or in tandem with awards granted under any such other plan of theCompany or any Affiliate may be granted either at the same time as or at adifferent time from the grant of such other Awards or awards.

          (iii)     *Forms ofPayment Under Awards*.  Subject to the terms of the Plan and of any applicable AwardAgreement, payments to be made by the Company or an Affiliate upon the grant,exercise or payment of an Award may be made in Shares, cash or a combinationthereof as the Committee shall determine, and may be made in a single payment,in installments or on a deferred basis, in each case in accordance with rulesand procedures established by the Committee. Such rules and procedures may include, without limitation, provisionsfor the payment or crediting of reasonable interest on installments or deferredpayments.

          (iv)     *Limits OnTransfer of Awards*.  No Award and no right under any such Award shall be assignable,alienable, salable or transferable by a Participant otherwise than by will orby the of descent and distribution; *provided, however*, that a Participant may,in the manner established by the Committee,

          (A)     designate a beneficiary or beneficiaries to exercise therights ofthe Participant and receive any property distributable with respect to anyAward upon the death of the Participant, or

          (B)     transfer a Non-Qualified Stock Option to any member of suchParticipant’s immediate family (which, for purposes of this clause (B) shallmean such Participant’s children, grandchildren or current spouse) or to one ormore trusts established for the exclusive benefit of one or more such immediatefamily members or partnerships in which the Participant or such immediatefamily members are the only partners, *provided* that (1) there is noconsideration for such transfer, and (2) the Non-Qualified Stock Options heldby such transferees continue to be subject to the same terms and conditions(including restrictions or subsequent transfers) as were applicable to suchNon-Qualified Stock Options immediately prior to their transfer.

Each Award or right underany Award shall be exercisable during the Participant’s lifetime only by theParticipant, by a transferee pursuant to a transfer permitted by clause (B) ofthis Section 6(f)(iv), or, if permissible under applicable law, by theParticipant’s or such transferee’s guardian or legal representative.  No Award or right under any such Award maybe pledged, alienated, attached or otherwise encumbered, and any purportedpledge, alienation, attachment or encumbrance thereof shall be void andunenforceable against the Company or any Affiliate.

          (v)      *Term ofAwards*.  Subject to the terms of the Plan, the term of each Award shall befor such period as may be determined by the Committee.

 

          (vi)     *Rule 16b-3Six-Month Limitations*.  To the extent required in order to comply with Rule 16b-3 only,any equity security offered pursuant to the Plan may not be sold for at leastsix months after acquisition, except in the case of death or disability, andany derivative security issued pursuant to the Plan shall not be exercisablefor at least six months, except in case of death or disability.  Terms used in the preceding sentence shall,for the purposes of such sentence only, have the meanings, if any, assigned orattributed to them under Rule 16b-3.

          (vii)    *Restrictions;Securities Exchange Listing*.  All certificates for Shares delivered underthe Plan pursuant to any Award or the exercise thereof shall be subject to suchstop transfer orders and other restrictions as the Committee may deem advisableunder the Plan or the rules, regulations and other requirements of theSecurities and Exchange Commission and any applicable federal or statesecurities laws, and the Committee may cause a legend or legends to be placedon any such certificates to make appropriate reference to suchrestrictions.  If the Shares are tradedon a securities exchange, the Company shall not be required to deliver anyShares covered by an Award unless and until such Shares have been admitted fortrading on such securities exchange.

          (viii)    *AwardLimitations Under the Plan*.  No Participant may be granted any Award orAwards under the Plan, the value of which Award or Awards are based solely onan increase in the value of Shares after the date of grant of such Award orAwards, for more than 4,000,000 Shares, in the aggregate, in any one calendaryear period beginning with the 1994 calendar year.  The foregoing annual limitation specifically includes the grantof any Awards representing qualified performance-based compensation, within themeaning of Section 162(m) of the Code.

**Section 7.  Amendment andTermination; Adjustments.**

          Exceptto the extent prohibited by applicable law and unless otherwise expresslyprovided in an Award Agreement or in the Plan:

          (a)      *Amendments to the Plan* .  The Board of Directorsof the Company may amend, alter, suspend, discontinue or terminate the Plan; *provided,however*, that, notwithstanding any other provision of the Plan orany Award Agreement, without the approval of the shareholders of the Company,no such amendment, alteration, suspension, discontinuation or termination shallbe made that:

          (i)       absent such approval, would cause Rule 16b-3to become unavailablewith respect to the Plan;

          (ii)      requires the approval of the Company’sshareholders under anyrules or regulations of the National Association of Securities Dealers, Inc. orany securities exchange that are applicable to the Company; or

          (iii)     requires the approval of the Company’sshareholders under the Codein order to permit Incentive Stock Options to be granted under the Plan.

          (b)      *Amendmentsto Awards*.  The Committee may waive any conditions of or rights of theCompany under any outstanding Award, prospectively or retroactively, subject toSection 7(c) of the Plan.  The Committee may not amend, alter, suspend,discontinue or terminate any outstanding Award, prospectively or retroactively,without the consent of the Participant or holder or beneficiary thereof.

          (c)      *Prohibition on Option Repricing*.  The Committee shall notreduce the exercise price of any outstanding Option, whether through amendment,cancellation or replacement grants, or any other means, without shareholderapproval.

          (d)      *Correction of Defects, Omissions andInconsistencies*.  The Committee maycorrect any defect, supply any omission or reconcile any inconsistency in thePlan or any Award in the manner and to the extent it shall deem desirable tocarry the Plan into effect.

**Section 8.  Income TaxWithholding; Tax Bonuses.**

          (a)      *Withholding*. In order to comply with all applicablefederal or state income tax laws or regulations, the Company may take suchaction as it deems appropriate to ensure that all applicable federal or statepayroll, withholding, income or other taxes, which are the sole and absoluteresponsibility of a Participant, are withheld or collected from suchParticipant.  In order to assist aParticipant in paying all federal and state taxes to be withheld or collectedupon exercise or receipt of (or the lapse of restrictions relating to) anAward, the Committee, in its discretion and subject to such additional termsand conditions as it may adopt, may permit the Participant to satisfy such taxobligation by (i) electing to have the Company withhold a portion of the Sharesotherwise to be delivered upon exercise or receipt of (or the lapse ofrestrictions relating to) such Award with a Fair Market Value equal to theamount of such taxes or (ii) delivering to the Company Shares other than Sharesissuable upon exercise or receipt of (or the lapse of restrictions relating to)such Award with a Fair Market Value equal to the amount of such taxes.  The election, if any, must be made on orbefore the date that the amount of tax to be withheld is determined.

          (b)      *Tax Bonuses*. The Committee, in its discretion, shall havethe authority, at the time of grant of any Award under this Plan or at any timethereafter to approve bonuses to designated Participants to be paid upon theirexercise or receipt of (or the lapse of restrictions relating to) Awards inorder to provide funds to pay all or a portion of federal and state taxes dueas a result of such exercise or receipt (or the lapse of suchrestrictions).  The Committee shall havefull authority in its discretion to determine the amount of any such tax bonus.

**Section 9.  General Provisions.**

          (a)      *No Rights to Awards* .  No Key Employee,Participant or other Person shall have any claim to be granted any Award underthe Plan, and there is no obligation for uniformity of treatment of KeyEmployees, Participants or holders or beneficiaries of Awards under thePlan.  The terms and conditions ofAwards need not be the same with respect to different Participants.

          (b)      *Delegation*.  The Committee maydelegate to one or more officers of the Company or any affiliate or a committeeof such officers the authority, subject to such terms and limitations as theCommittee shall determine, to grant Awards to Key Employees who are notofficers or directors of the Company for purposes of Section 16 of theSecurities Exchange Act of 1934, as amended.

          (c)      *Granting of Awards* .  The granting of an Awardpursuant to the Plan shall take place only when an Award Agreement shall havebeen duly executed on behalf of the Company.

          (d)      *No Limit on Other Compensation Arrangements*.  Nothing contained in thePlan shall prevent the Company or any Affiliate from adopting or continuing ineffect other or additional compensation arrangements, and such arrangements maybe either generally applicable or applicable only in specific cases.

          (e)      *No Right to Employment* .  The grant of an Awardshall not be construed as giving a Participant the right to be retained in theemploy of the Company or any Affiliate. In addition, the Company or an Affiliate may at any time dismiss aParticipant from employment, free from any liability or any claim under thePlan, unless otherwise expressly provided in the Plan or in any AwardAgreement.

          (f)       *Governing Law* .  The validity,construction and effect of the Plan and any rules and regulations relating tothe Plan shall be determined in accordance with the laws of the State ofMinnesota.

          (g)      *Severability*. If any provision of the Plan or any Award isor becomes or is deemed to be invalid, illegal or unenforceable in anyjurisdiction or would disqualify the Plan or any Award under any law deemedapplicable by the Committee, such provision shall be construed or deemedamended to conform to applicable laws, or if it cannot be so construed ordeemed amended without, in the determination of the Committee, materiallyaltering the purpose or intent of the Plan or the Award, such provision shallbe stricken as to such jurisdiction or Award, and the remainder of the Plan orany such Award shall remain in full force and effect.

          (h)      *No Trust or Fund Created*.  Neither the Plan nor anyAward shall create or be construed to create a trust or separate fund of anykind or a fiduciary relationship between the Company or any Affiliate and aParticipant or any other Person.  To theextent that any Person acquires a right to receive payments from the Company orany Affiliate pursuant to an Award, such right shall be no greater than theright of any unsecured general creditor of the Company or any Affiliate.

          (i)       *No Fractional Shares*.  No fractional Shares shallbe issued or delivered pursuant to the Plan or any Award, and the Committeeshall determine whether cash shall be paid in lieu of any fractional Shares orwhether such fractional Shares or any rights thereto shall be canceled,terminated or otherwise eliminated.

          (j)       *Headings*.  Headings are given tothe Sections and subsections of the Plan solely as a convenience to facilitatereference.  Such headings shall not bedeemed in any way material or relevant to the construction or interpretation ofthe Plan or any provision thereof.

**Section 10.  Effective Date ofthe Plan.**

          The Plan shall be effective as of the date of its approval by theshareholders of the Company.

**Section 11.  Term of the Plan.**

          Awards shall be granted under the Plan during a period commencingFebruary 26, 1991, the date the Plan was approved by the shareholders of theCompany, through February 26, 2006, the date to which the shareholders of theCompany extended the expiration date of the Plan.  However, unless otherwise expressly provided in the Plan or in anapplicable Award Agreement, any Award theretofore granted may extend beyond theending date of the period stated above, and the authority of the Committeeprovided for hereunder with respect to the Plan and any Awards, and the authorityof the Board of Directors of the Company to amend the Plan, shall extend beyondthe end of such period.