## 

Exhibit 10(a)

ADC TELECOMMUNICATIONS, INC, 1991 STOCK INCENTIVE PLAN   (as amended and restated through February 22, 2000)

Section 1. Purpose; Effect on Prior Plan.

(a)Purpose.The purpose of the ADC Telecommunications, Inc. 1991 Stock Incentive Plan (the
"Plan") is to aid in maintaining and developing management personnel capable of assuring the future success of ADC Telecommunications, Inc. (the "Company"), to offer such personnel incentives
to put forth maximum efforts for the success of the Company's business and to afford such personnel an opportunity to acquire a proprietary interest in the Company.

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

Section 2. Definitions.

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

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

(b) "Award"
shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award or Dividend Equivalent granted under the Plan.

(c) "Award
Agreement" shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan.

(d) "Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(e) "Committee"
shall mean a committee of the Board of Directors of the Company designated by such Board to administer the Plan and composed of not less than three
directors, each of whom is a "disinterested person" within the meaning of Rule 16b-3.

(f)  "Dividend
Equivalent" shall mean any right granted under Section 6(e) of the Plan.

(g) "Fair
Market Value" shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property
determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, for purposes of the Plan, the Fair Market Value of Shares on a given
date shall be (i) the last sale price of the Shares as reported on the NASDAQ National Market System on such date, if the Shares are then quoted on the NASDAQ National Market System or
(ii) the closing price of the Shares or such date on a national securities exchange, if the shares are then being traded an a national securities exchange.

(h) "Incentive
Stock Option" shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto.

(i)  "Key
Employee" shall mean any employee of the Company or any Affiliate who the Committee determines to be a key employee.

(j)  "Non-Qualified
Stock option" shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(k) "Option"
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

(l)  "Participant"
shall mean a Key Employee designated to be granted an Award under the Plan.



(m) "Performance
Award" shall mean any right granted under Section 6(d) of the Plan.

(n) "Person"
shall mean any individual, corporation, partnership, association or trust.

(o) "Restricted
Stock" shall mean any Share granted under Section 6(c) of the Plan.

(p) "Restricted
Stock Unit" shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair
Market Value of a Share) at some future date.

(q) "Rule 16b-3"
shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any
successor rule or regulation thereto.

(r) "Shares"
shall mean shares of Common Stock, $.20 par value, of the Company or such other securities or property as may become subject to Awards pursuant to an
adjustment made under Section 4(c) of the Plan.

(s) "Stock
Appreciation Right" shall mean any right granted under Section 6(b) of the Plan.

Section 3. Administration.

(a)Power and Authority of The Committee.The Plan shall be administered by the Committee. Subject to
the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types 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 which payments are to be calculated in connection with) Awards; (iv) determine the
terms and conditions of any Award or Award Agreement; (v) amend the terms and conditions of any Award or Award Agreement and accelerate the exercisability of options or the lapse of
restrictions relating to Restricted Stock or Restricted Stock Units; (vi) determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other
securities, other Awards or other property, or canceled, forfeited or suspended; (vii) determine whether, to what extent and under what circumstances cash or Shares payable with respect to an
Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee; (viii) interpret and administer the Plan and any instrument or 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 shall deem appropriate for the proper administration
of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations and other decisions under or with
respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or
beneficiary of any Award and any employee of the Company or any Affiliate.

(b)Meetings of The Committee.The Committee shall select one of its members as its chairman and shall
hold its meetings at such times and places as the Committee may determine. A majority of the Committee's members shall constitute a quorum. All determinations of the Committee shall be made by not
less than a majority of its members. Any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a majority
vote at a meeting duly called and held. The Committee may appoint a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable.

Section 4. Shares Available for Awards.

(a)Shares Available.Subject to adjustment as provided in Section 4(c), the number of Shares available
for granting Awards under the Plan shall be 72,873,400. If any Shares covered by an Award or to which an Award relates are not purchased or are forfeited, or if an Award otherwise terminates without
delivery of any Shares or cash payments to be received thereunder, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award,

2



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 a Participant as full or partial payment to
the Company of the purchase price of Shares acquired upon exercise of an Option shall again be available for granting Awards.

(b)Accounting for Awards.For purposes of this Section 4.



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

(c)Adjustments.In the event that the Committee shall determine 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 the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate
transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee 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) which thereafter may be made the subject of Awards, (ii) the number and type of Shares (or securities or other property) subject to outstanding Awards and (iii) the exercise
price with respect to any Award;provided, however,that the number of Shares covered by any Award or to which such Award relates shall always be a
whole number.

(d)Incentive Stock Options.Notwithstanding the foregoing, the number of Shares available for granting
Incentive Stock Options under the Plan shall not exceed 72,873,400, subject to adjustment as provided in the Plan and Section 422 or 424 of the Code.

Section 5. Eligibility.

Any Key Employee, including any Key Employee who is an officer or director of the Company or any Affiliate, shall be eligible to be designated a Participant;
provided, however, that an Incentive Stock Option shall not be 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) of the Code.

Section 6. Awards.

(a)Options.The Committee is hereby authorized to grant Options to Participants with the following
terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:



3





(b)Stock Appreciation Rights.The Committee is hereby authorized to grant Stock Appreciation Rights of
Participants subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the 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 the Committee shall so determine, at any time during a specified period before or after the dale of
exercise) over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than the Fair Market Value of one Share an the date of grant of
the Stock Appreciation Right. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods at exercise, dates of exercise, methods of settlement and any other
terms and conditions of any Stock Appreciation Right shall be as determined by the Committee. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right
as it may deem appropriate.

(c)Restricted Stock and Restricted Stock Units.The Committee is hereby authorized to grant Awards of
Restricted Stock and Restricted Stock Units to Participants with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as
the Committee shall determine:



(d)Performance Awards.The Committee is hereby authorized to grant Performance Awards to Participants
subject to the terms of the Plan and any applicable Award Agreement. A Performance Award granted under the Plan (i) may be denominated or payable in cash or Shares (including, without
limitation, Restricted Stock) and (ii) shall confer on the holder thereof the right to receive payments, in

4



whole
or in part, upon the achievement of such performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan and any applicable Award Agreement,
the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted and the amount of any payment to be made pursuant
to any Performance Award shall be determined by the Committee.

(e)Dividend Equivalents.The Committee is hereby authorized to grant to Participants Dividend
Equivalents under which such Participants shall be entitled to receive payments (in cash or Shares, as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by
the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may have
such terms and conditions as the Committee shall determine.

(f)General.



5





Section 7. Amendment and Termination; Adjustments.

Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:

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



(b)Amendments to Awards.The Committee may waive any conditions of or rights of the Company under any
outstanding Award, prospectively or retroactively. 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)Correction of Defects, Omissions and Inconsistencies.The Committee may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

6



Section 8. Income Tax Withholding; Tax Bonuses.

(a)Withholding.In order to comply with all applicable federal or state income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute
responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant in paying all federal and state taxes to be withheld or collected upon exercise or
receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to
satisfy such tax obligation by (i) electing to have the Company withhold a portion of the Shares otherwise to be delivered 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 or (ii) delivering to the Company Shares other than Shares issuable 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 or before the date that the amount of tax to be withheld is
determined.

(b)Tax Bonuses.The Committee, in its discretion, shall have the authority, at the time of grant of
any Award under this Plan or at any time thereafter to approve bonuses to designated Participants to be paid upon their exercise or receipt of (or the lapse of restrictions relating to) Awards in
order to provide funds to pay all or a portion of federal and state taxes due as a result of such exercise or receipt (or the lapse of such restrictions). The Committee shall have full 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 under the Plan, and there is no obligation for uniformity of treatment of Key Employees, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions
of Awards need not be the same with respect to different Participants.

(b)Delegation.The Committee may delegate to one or more officers of the Company or any affiliate or a
committee of such officers the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to Key Employees who are not officers or directors of the Company for
purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

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

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

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

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

(g)Severability.If any provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform
to applicable laws, or if it cannot be so construed or deemed amended without, in the

7



determination
of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or
any such Award shall remain in full force and effect.

(h)In Trust or Fund Created.Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive
payments for the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

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

(j)Headings.Headings are given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section 10. Effective Date of The Plan.

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

Section 11. Term of The Plan.

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

8



## QuickLinks