Exhibit 10.5
 NOTICE TO U.S. TAX RESIDENTS:
 VESTING OF THIS RESTRICTED STOCK UNIT AWARD WILL BE A TAXABLE EVENT AND WILL RESULT IN THE
RECOGNITION BY YOU OF ORDINARY INCOME IN AN AMOUNT EQUAL TO THE FAIR MARKET VALUE OF THE SHARES
UNDERLYING THIS RESTRICTED STOCK UNIT AWARD THAT BECOME VESTED. ON SUCH DATE WHEN VESTING OCCURS
AND AS A CONDITION TO THE SHARES BEING RELEASED TO YOU, THE COMPANY MUST COLLECT ALL REQUIRED
INCOME, SOCIAL AND OTHER PAYROLL TAX WITHHOLDING FROM YOU BASED UPON SUCH FAIR MARKET VALUE.
 NOTICE TO NON-U.S. RESIDENTS:
 YOU MAY HAVE ADDITIONAL TERMS AND CONDITIONS FOR YOUR AWARD, WHICH ARE DESCRIBED IN EXHIBIT A TO
THIS AGREEMENT. IN ADDITION, IF YOU ARE A TAX RESIDENT OF A COUNTRY OUTSIDE THE U.S., YOUR TAX
CONSEQUENCES MAY BE DIFFERENT THAN DESCRIBED ABOVE. AS A CONDITION TO THE SHARES BEING RELEASED TO
YOU, THE COMPANY MUST COLLECT ALL REQUIRED INCOME, SOCIAL AND OTHER PAYROLL TAX WITHHOLDING THAT
MAY BE DUE BY REASON OF THE GRANT OR VESTING OF THIS AWARD.
 ADC TELECOMMUNICATIONS, INC.
 THREE-YEAR TIME BASED
RESTRICTED STOCK UNIT AWARD AGREEMENT
 
    1. Grant Date:
 2. Number of Restricted Stock Units Subject to this Award:
 3. Vesting Schedule:
 4. Conversion of Restricted Stock Units and Issuance of Shares.




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5. Termination of Employment.
     6. Workforce Protection.You understand that the Company has an important business interest in
preserving and retaining its relationships with its employees and its Affiliates employees
(collectively, the Covered Employees). In consideration of your employment with the Company
as well as the entry by the Company into this Agreement, during the term of your employment
and for one year thereafter, you promise that you will not directly or indirectly or in
cooperation with others:
 (a)
    
    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;
 (b)
    
    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
entity; or
 (c)
    
    Employ, or otherwise pay for services rendered by, any Covered Employee in any
other business enterprise.
  7. Right to Shares.
 8. Tax Withholding.
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Direct Payment
 Share Withholding
    9. Transfer of Award.
 10. Acceleration of Scheduled Vest Date/Portional Vesting
    3




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4




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(c)
    
    If your employment with your Employer is terminated prior to the Scheduled Vest Date because of a
Divestiture, a Reduction in Force, or an employment separation event where you receive notice of
opportunity to participate in an ADC Telecommunications, Inc. severance plan, then a prorated
portion of this Award will vest on the earlier to occur of (i) the Scheduled Vest Date or (ii) a
Change of Control. The prorated number of units that shall become subject to vesting will be
calculated based on the following formula: (a) (the number of calendar days you were actively
employed following the Grant Date and through the Employment Termination Date divided by 1,095)
multiplied by (b) the Target Award Number. For example, if you were actively employed for 300
days, and if this Award covers 100 units, then you would become vested in 27 units (i.e. (300/1095)
x 100 = 27.4). On your Employment Termination Date, the portion of your Award that does not become
subject to future vesting will be forfeited and immediately
cancelled.(d)
    
    If your employment with your Employer is terminated prior to the Scheduled
Vest Date because of your Retirement, then this entire Award will vest on the earlier
to occur of the Scheduled Vest Date or a Change of Control. In the event of your
Retirement, any vesting of your Award is conditioned upon you complying with the
following non-competition restrictions: For one year following the effective date of
your Retirement from the Company, you may not, without the Companys prior written
consent, directly or indirectly, for yourself 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 you engaged in, participated in, or had confidential
information (as described below) about during your employment or (ii) assist anyone in
engaging in any of the activities which you are prohibited from engaging in directly
in your own capacity. You specifically agree and acknowledge that the Companys
business competes on a global basis and that this restriction is reasonable and will
apply throughout the global locations where the Company conducts business. To the
extent you and the Company at any time agree to enter into separate agreements
containing restrictions with different or inconsistent terms than those herein, you
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 Restricted Stock Unit Award Agreement, you agree that the provisions of
this non-competition restriction are reasonable and necessary to protect the
legitimate interests of the Company.
  (1)
    
    Retirement shall mean the voluntary termination of your employment with your
Employer if (a) you are employed in a country on your Employment Termination Date that
on the Grant Date was not a member of the European Union and (i) you are at least 55
years old, and (ii) your age in years plus your years of service (as defined by the
Company in its sole discretion for the purposes of this Award) equals at least 65; or
(b) you are employed in a country on your Employment Termination Date that on the Grant
Date was a member of the European Union and you have at least 30 years of service (as
defined by the Company in its sole discretion for the purposes of this Award).(2)
    
    Divestiture shall mean the sale or transfer of the business that employs you
by the Company such that either (i) for any period of time immediately after the moment
the divestiture closes you are an Employee of such business but are no longer employed
by the Company or an Affiliate of the Company, or (ii) there has been an involuntary
termination of your employment with your employer both in connection with and prior to
the closing of the sale or transfer of such business; and(3)
    
    Competitor shall mean any person or entity who is, or is actively planning to
engage in, the design, manufacture, sale, distribution or servicing of any products or
services that are sold in competition with any of the products or services of the
Company and its Affiliates at any time while you are employed by such person or entity.
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(4)
    
    Reduction in Force means a termination occurring as part of a position
elimination where an offer is made to the impacted employee to participate in ADCs
general reduction in force or redundancy program.
 11. Further Acts.
 12. New, Substituted or Additional Securities.
 13. Severability.
 14. Governing Law.
 15. Limitation on Rights; No Right to Future Grants; Extraordinary Item.
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16. Confidential Information.
 (a)
    
    In further consideration of the grant of this Award, you specifically acknowledge
and agree you are 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. You acknowledge that the obligation to protect the Companys confidential
information continues after you leave the Company, regardless of the reason. You agree
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 you are subject under the terms of the
Companys Invention, Copyright and Trade Secret Agreement, or other similar document.
 (b)
    
    You acknowledge that breach of this Section 16 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. You
specifically agree 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 16, 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. You
further acknowledge that this Section 16 shall be enforceable by the Company even if
no portion of this Award becomes vested.
 17. Data Privacy Consent.
  ADC TELECOMMUNICATIONS, INC.Vice President and General Counsel 7