Exhibit 10.4
 ADC TELECOMMUNICATIONS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
 Optionee:
    
    Option Number:Optionee ID:
    
    Plan: GSIP
 
 
 
  Vesting Date
    

Number of Option Shares 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. In addition,
Optionee acknowledges that Exhibit B includes country-specific terms which apply to the Option.




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DateOPTIONEEDateGovernment/Taxpayer ID#Home Address




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EXHIBIT A
TO THE
ADC TELECOMMUNICATIONS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
   1. Grant of Option
  2. Duration and Exercisability
 (a)
    
    Subject to early vesting as provided in Section 3 below, 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,




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excluding, however, any securities acquired directly from the Company
(other than an acquisition by virtue of the exercise of 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
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Directors. For purposes of this subparagraph (ii), Acquiring Person shall
mean any person (as such term is used in Sections 13(d) and 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 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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(ii) Retirement shall mean the voluntary termination of Optionees employment with
his or her Employer if (a) Optionee is employed in a country on his or her
Employment Termination Date that on the Grant Date was not a member of the European
Union and (i) Optionee is at least 55 years old, and (ii) Optionees age in years
plus years of service (as defined by the Company in its sole discretion for the
purposes of this Option) equals at least 65; or (b) Optionee is employed in a
country on his or her Employment Termination Date that on the Grant Date was a
member of the European Union and Optionee has at least 30 years of service (as
defined by the Company in its sole discretion for the purposes of this Option).
 (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, long-term disability, 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 or suffers a
long-term disability, this Option shall become fully vested and exercisable. The
Option may then be exercised at any time within one year after Optionees death or
long-term disability by the executors or administrators of Optionee, 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, or by the Optionee, as the case may
be. Any determination that Optionees employment has been terminated because of a
long-term disability shall be subject to the written acknowledgment and agreement of
the Companys legal department made in its sole discretion.(d)
    
    In the event of the Retirement of the Optionee, then this Option shall continue to
vest according to the schedule set forth on the Agreement. Optionee shall then have
the right to exercise this Option for a period of time following the Employment
Termination Date until the earlier to occur of (1) the Expiration Date and (2) the five
year anniversary of the Employment Termination Date. In the event of Optionees
Retirement, the vesting of this Option is conditioned upon Optionee complying with the
following non-competition restrictions: For one year following the effective date of
Optionees Retirement from the Company, Optionee may not, without the Companys prior
written consent, directly or indirectly, for himself or herself or any other person or
entity, as agent, employee, officer, director, consultant, owner, principal, partner or
material shareholder, or in any other individual or representative capacity: (i)
engage in or participate in any activity that competes, directly or indirectly, with
any Company business, product or service that Optionee engaged in, participated in, or
had confidential information (as described below) about during Optionees employment or
(ii) assist anyone in engaging in any of the activities which Optionee is prohibited
from engaging in directly in his or her own capacity. Optionee specifically agrees and
acknowledges that the Companys business competes on a global basis and that this
restriction is reasonable and will apply throughout the
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global locations where the Company conducts business. To the extent Optionee and
the Company at any time agree to enter into separate agreements containing
restrictions with different or inconsistent terms than those herein, Optionee and
the Company acknowledge and agree that such different or inconsistent terms shall
not in any way affect or have relevance to the restrictions contained herein. By
accepting this Option, Optionee agrees that the provisions of this non-competition
restriction are reasonable and necessary to protect the legitimate interests of the
Company.(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
  5. Adjustments
  6. Responsibility for Taxes
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7.
    
    Workforce Protection
  (i) Seek, encourage, solicit, or attempt to solicit any Covered Employee to leave
his or her employment for any reason or in any way interfere with his or her
employment relationship;(ii) Induce or attempt to induce any Covered Employee to accept employment with,
work for, render services or provide advice to or supply confidential business
information or trade secrets of the Company or its Affiliates to any other person;
or(iii) Employ, or otherwise pay for services rendered by, any Covered Employee in any
other business enterprise.As part of the Optionees obligations to the Company and without limiting the
foregoing, Optionee specifically agrees that for the one year period after
Optionees employment with the Company terminates, Optionee will not interview,
recommend for hire, identify or provide any input to any third party in which
Optionee has an interest as an employee, officer, consultant, director or owner
about any Covered Employee where the purpose or outcome of such action by Optionee
is to recruit, provide a reference or otherwise assist a Covered Employee to leave
his or her employment and join the third party in which the Optionee has an interest
as described herein. The Optionee also acknowledges that Optionees promises as
contained herein are not excused in circumstances where the Covered Employee
initiates a discussion of this nature with Optionee. In that event, Optionee agrees
to advise the Covered Employee of Optionees obligations hereunder. The Optionee
further agrees that during the one year period after the Optionee leaves the
Company, Optionee will inform any new employer Optionee may have of Optionees
obligations under this Agreement.
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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 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
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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.(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.
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(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.
 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
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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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