SEPARATIONAGREEMENT

         This SEPARATION AGREEMENT, dated effective as of November 1, 2000, is made andentered into between ADC Telecommunications, Inc., a Minnesota corporation(“ADC”), and William J. Cadogan, an individual resident of the state ofMinnesota (“Cadogan”).

BACKGROUND

         Cadogan currently is employed by ADC as Chairman of the Board of Directors,President, and Chief Executive Officer; Cadogan has announced to ADC that heintends to resign his employment from ADC at a specific future time, andCadogan and ADC desire to establish a reasonable time period for ADC to effecta transition to Cadogan’s successor and for Cadogan to assist ADC in thattransition.  Cadogan acknowledges that ADC operates in a highlycompetitive industry and that the Company will enhance its opportunities tosucceed by establishing certain policies designed to protect ADC’s interestsduring the transition.

         NOW THEREFORE, in consideration of the mutual obligations incurred andbenefits obtained hereunder, the sufficiency of which are admitted, ADC andCadogan agree as follows:

         1.       Employment.  ADC willcontinue to employ Cadogan, and Cadogan accepts such employment and agrees toperform services for ADC or any affiliate of ADC (collectively, the “ADCAffiliates”), for the period and upon the other terms and conditions set forthin this Agreement.  The terms of Cadogan’s continued status as a Member ofthe Board of Directors of ADC (the “ADC Board”) shall be governed by Section10.

         2.       Term.  Unlessterminated at an earlier date in accordance with Section 7 below, thisAgreement shall take effect on November 1, 2000, and shall extend for acontinuous period ending on November 1, 2001 (the “Term”).  Upon theexpiration of the Term, Cadogan will resign his employment and all thencurrently held officer duties with ADC.  Upon Cadogan’s resignation, ADCwill have no further financial obligation to Cadogan, except as expresslydescribed in this Agreement, including without limitation, Exhibit B, or in theterms or conditions of an ADC compensation plan or program applicable toCadogan.

         3.       Position and Duties.

3.01   Service with ADC. Until such time as a new Chief Executive Officer of the Company has beenelected by the ADC Board and commences employment in such capacity, Cadoganshall continue to serve in the role of Chief Executive Officer of theCompany.  After a new Chief Executive Officer is elected, Cadogan willresign any officer duties with ADC upon ADC’s request, and will perform suchduties as the ADC Board or the Chief Executive Officer shall request from timeto time during the remainder of the Term, which may include, withoutlimitation, assisting with various projects or activities relating to the transitionto a new Chief Executive Officer.  In addition, at any time during theTerm, ADC may request that Cadogan resign any officer or director position hecurrently holds with ADC or an ADC Affiliate, and Cadogan agrees to resign suchposition(s) immediately upon any such request.

 

         3.02   Performance of Duties.  Cadogan agrees to serveADC faithfully and to the best of his ability, and to devote the necessaryamount of time, and level of attention and efforts to any service that ADCrequests he provide.  Cadogan hereby confirms that he is under nocontractual commitments inconsistent with his obligations pursuant to thisAgreement and he agrees that, during the Term, he will not (a) serve as anemployee of any other company, or (b) render or perform any services for anyother corporation, firm, entity or person that are inconsistent with theprovisions of this Agreement or which would otherwise impair his ability toperform his duties hereunder.  After a new CEO is elected, and during theremainder of the Term, ADC will provide Cadogan with such office space as thenew CEO reasonably determines is appropriate for Cadogan to perform his dutiesunder this Agreement.

         4.       Compensation.

          4.01  Base Salary.  As base compensation for all services to be renderedby Cadogan under this Agreement during the Term, ADC shall pay to Cadogan anannualized salary of $742,500.  Cadogan’s salary shall be paid inaccordance with ADC’s normal payroll procedures and policies, as such proceduresand policies may be modified from time to time.

          4.02  Incentive Compensation.  The Term coincides with ADC’s 2001 fiscalyear.  During fiscal year 2001, Cadogan shall be eligible to participatein the Management Incentive Plan (“MIP”) for that fiscal year, according to theterms and conditions of the MIP plan, targets, objectives, and other MIPconditions established by the Compensation Committee of the ADC Board.

          4.03  Participation in Benefits. *** ***During the Term, Cadoganshall be entitled to participate in the employee benefits offered by ADC, tothe extent that Cadogan’s position, tenure, salary, health, and otherqualifications make him eligible to participate.  Cadogan’s participationin such benefits shall be subject to the terms of the applicable plans, as thesame may be amended from time to time.  ADC does not guarantee theadoption or continuance of any particular employee benefit during the Term, andnothing in this Agreement is intended to, or shall in any way restrict ADC’s rightto amend, modify or terminate any of its benefits during the Term.

 

 

         4.04   Post-Termination Medical Benefits.  Following theexpiration of the Term, ADC will provide Cadogan, at no cost to him, withcontinuing coverage of medical benefits.  Cadogan shall initially receivesuch coverage through COBRA continuation coverage.  After COBRA coverageis exhausted, additional medical coverage ("Extended Coverage") shallbe provided to Cadogan and Cadogan’s eligible dependents.  For purposes ofthis Agreement, Extended Coverage shall be comprised of medical coverage forCadogan and Cadogan’s eligible dependents until the earliest of:  (a)Cadogan’s Medicare eligibility; (b) Cadogan’s eligibility for coverage underanother employer’s group health plan; or (c) the fifth (5th) yearanniversary of the commencement date of coverage, according to the terms of theapplicable benefit plans providing that coverage.  Cadogan’s eligibledependents shall also have Extended Coverage while Cadogan is covered for so longas they meet the dependency eligibility requirements of the applicable benefitplan.  During the period of Extended Coverage, ADC in its sole discretionmay amend, modify or terminate any benefit plans providing the ExtendedCoverage described here; provided, however, that the level and extent ofcoverage will remain substantially similar to the coverage provided toU.S.-based ADC active employees.

          4.05  Stock Options.  The Compensation and Organization Committee ofADC's Board (the "Committee") will approve the grant to grant Cadoganan option (1) to purchase up to four thousand five hundred and seven (4,507)shares of ADC’s common stock, in accordance with the terms of the ADC 1991Stock Incentive Plan and an Incentive Stock Option Agreement to be entered intoby Cadogan and ADC, which is attached here as Exhibit C, and (2) an option topurchase three hundred forty-five thousand four hundred ninety-three (345,493)shares of ADC’s common stock, in accordance with the terms of the ADC 1991 StockIncentive Plan (the "Plan") and a Nonqualified Stock Option Agreementto be entered into by Cadogan and ADC, which is attached here as ExhibitD.  For purposes of this Agreement, the stock option grants identifiedhere will be referred to collectively as the “Option.”  The Option shallbe granted effective as of November 1, 2000. Cadogan acknowledges that he hasalready received and accepted the Option Agreements set forth in Exhibits C andD.

          4.06  Deferred Payment. In accordance with the terms of this Section 4.06, ADCshall make an additional one-time payment to Cadogan (the "DeferredPayment"), in further consideration of the services provided and covenantsmade by Cadogan under this Agreement; specifically including the non-competitionand non-solicitation covenants set forth herein. As determined in thediscretion of the Committee, ADC may make the Deferred Payment in the form of(i) cash *or* (ii) ADC stock options (“Additional Options”) as set forthbelow. The final form of the Deferred Payment shall be determined by theCommittee on a date which is (1) after the date that a new Chief ExecutiveOfficer been named by the Board and assumes responsibilities as such and (2)prior to the end of the Term hereunder.

          (a)     If the Deferred Payment is made in the form of cash, the total amount of suchpayment shall be $ 4,352,000, after applicable state and federal income taxesrelated to such payment.  In the case of a cash payment, such payment willbe made in two equal installments on November 1, 2001 and November 1, 2002.

 

         (b)      If the Deferred Payment is made in the formof Additional Options, Cadogan will be granted options to purchase shares ofADC common stock at an exercise price equal to the fair market value of ADCcommon stock on the effective date of such option grant by ADC.  Thenumber of shares covered by the Additional Options shall be calculated usingthe “Black Scholes” method of valuation such that the Black Scholes value ofthe Additional Options on the date of grant shall be $4,352,000.  For purposes of this Agreement, the Black Scholes calculation shall be made ina manner consistent with ADC’s internal methodology as determined by ADC. If Additional Options are granted, they would be subject to the termsestablished by the Compensation Committee on the date of grant as well as theterms of the Plan and a NonQualified Stock Option Agreement.  Cadoganacknowledges that he is responsible for any individual taxes related to theAdditional Options.

          4.07  Expenses.  In accordance with ADC’s normal policies for expensereimbursement, ADC will reimburse Cadogan for all reasonable and necessaryexpenses he incurs in performing his duties under this Agreement, subject tothe presentment of receipts or other documentation acceptable to ADC.

         5.       ConfidentialInformation/Intellectual Property.  As a condition precedent to ADCperforming its obligations hereunder, Cadogan shall execute and deliver to ADCthe Employee Invention, Copyright and Trade Secret Agreement in the formattached hereto as Exhibit A (the “Employee Invention Agreement”).

         6.       Compliance with ADC Policies. During the Term, Cadogan shall comply with all of ADC’s policies in effect foremployees of ADC generally, or that are in effect for executive managementemployees specifically.  Cadogan acknowledges that these policiesspecifically include the policies that are part of ADC’s Business ConductProgram, as the same may be amended from time to time.

7.     Termination.

          7.01  Termination Due to Cadogan’s Death or Total Disability.  Cadogan’semployment pursuant to this Agreement shall terminate automatically prior tothe expiration of the Term in the event of Cadogan’s death or his totaldisability which results in his inability to perform the duties ADC has or mayrequest that he perform, with or without reasonable accommodation; providedhowever, that Cadogan has exhausted his entitlement to any applicableleave.  Notwithstanding the termination of Cadogan’s employment pursuantto this Section 7.01, if Cadogan dies or becomes totally disabled during theTerm, he (or his estate, as applicable) shall be entitled to receive (i) thecompensation which would otherwise have been payable to Cadogan pursuant toSection 4.06; (ii) the compensation otherwise payable pursuant to Sections 4.01and 4.02, prorated up to the date of termination of Employment under thisSection 7.01, and (iii) the Post-Termination Medical Benefits otherwiseprovided under Section 4.04, subject to the terms thereof.

 

         7.02   Termination by ADC for Cause.  Cadogan’semployment pursuant to this Agreement shall terminate prior to the expirationof the Term in the event ADC shall determine, in its sole discretion, thatthere is “cause” to terminate Cadogan’s employment, which shall include any ofthe following:

          (a)     Cadogan’s breach of any material contractual obligation to ADC or any ADCAffiliate under the terms of this Agreement or the Employee InventionAgreement, or his breach of any fiduciary duty to ADC or any ADC Affiliate;

          (b)     Cadogan’s conviction of any crime involving moral turpitude or any felony;

          (c)     Cadogan’s failure to carry out any reasonable directive of the ADC Board or ADC’sChief Executive Officer; or

          (d)     Cadogan’s embezzlement of funds or other assets of ADC or any ADC Affiliate.

          If Cadoganacts or fails to act in a manner that ADC determines gives it “cause” toterminate his employment pursuant to Section 7.02(b) or (d), ADC may terminateCadogan’s employment immediately upon providing written notice thereof toCadogan.  If Cadogan acts or fails to act in a manner that ADC determinesgives it “cause” to terminate his employment pursuant to Section 7.02(a) or(c), ADC shall provide Cadogan with notice of the act or failure to act and aperiod of thirty (30) days in which to cure the act or failure to act to ADC’ssatisfaction, and if at the end of that 30-day period, Cadogan has not curedthe act or failure to act to ADC’s satisfaction, ADC may immediately terminateCadogan’s employment upon providing Cadogan with written notice thereof;provided, however, that if ADC determines the act or failure to act cannot becured to its satisfaction, ADC has no obligation to provide Cadogan with anopportunity to cure and ADC may terminate Cadogan’s employment for “cause”immediately upon providing Cadogan with written notice thereof.

          ADC mayterminate Cadogan’s employment pursuant to this Section 7.02 without regard tothe provisions of Section 11; provided, however, that any such termination maygive rise to a Dispute (as that term is defined in Section 11.01) that shall beresolved in accordance with Section 11.

          7.03  Request to Cease Providing Services Without Cause.  At any timeduring the Term, ADC may immediately relieve Cadogan of all of his remainingduties, provided that during the remainder of the Term, Cadogan shall beentitled to compensation pursuant to Section 4.

 

 

         7.04   Termination by Cadogan.  Cadogan may terminatethis Agreement at any time during the Term by giving sixty (60) days writtennotice thereof to the ADC Board.  Upon notice of termination by Cadogan,ADC may at its option elect to have Cadogan cease to provide servicesimmediately, provided that during such 60–day notice period Cadogan shall beentitled to base salary compensation pursuant to Section 4.01.

          7.05  Effect of Termination.  Notwithstanding any termination ofCadogan’s employment with ADC, Cadogan acknowledges that he shall remain boundby the provisions of this Agreement which specifically relate to periods,activities or obligations arising upon or subsequent to the cessation ofCadogan’s employment, including, but not limited to, the restrictive covenantscontained in Section 8 hereof and the Employee Invention Agreement.

          In theevent that Cadogan’s employment terminates for any reason, Cadogan will notearn and will have no right to receive any compensation after the effectivedate of that termination, except as expressly provided in this Agreement, or inthe terms and conditions of an ADC compensation plan or program applicable toCadogan, or as required by applicable law.

          7.06  Surrender of Records and Property.  Upon any cessation of Cadogan’semployment with ADC, Cadogan shall deliver promptly to ADC the SecurID NetAccess card, and all records, manuals, books, blank forms, documents, letters,memoranda, notes, notebooks, reports, computer disks, computer software,computer programs (including source code, object code, on-line files,documentation, testing materials and plans and reports), designs, drawings,formulae, data, tables or calculations or copies thereof, which are theproperty of ADC or any ADC Affiliate or which relate in any way to thebusiness, products, practices or techniques of ADC or any ADC Affiliate, andall other property, trade secrets and confidential information of ADC or anyADC Affiliate, including, but not limited to, all tangible, written, graphical,machine readable and other materials (including all copies) which in whole orin part contain any trade secrets or confidential information of ADC or any ADCAffiliate which in any of these cases are in Cadogan’s possession or under his control.

         8.       Noncompetition andNonsolicitation.

          8.01  Agreement Not to Compete.  In consideration of the financial andother benefits described in Section 8.07 below, Cadogan agrees that, during the“Covered Period” (as hereinafter defined), he shall not, directly orindirectly, engage in any “Competing Business Activity” (as hereinafterdefined), in any manner or capacity (e.g., as an advisor, principal,agent, partner, officer, director, investor, shareholder, employee, member ofany association or otherwise) except as expressly permitted under Section 8.03below.  As used in this Agreement, “Covered Period” shall mean the periodcommencing on the effective date of this Agreement (as described in Section 2)and ending on the date that is two (2) years after the date on which Cadoganceases to be employed by ADC  (for whatever reason and whether suchcessation is occasioned by Cadogan or ADC).  As used in this Agreement,“Competing Business Activity” shall mean any business activities that arecompetitive with the business conducted by ADC or any ADC Affiliate on or priorto the date Cadogan ceases to be employed by ADC.

 

 

         8.02   Geographical Extent of Covenant.  Cadoganacknowledges that ADC directly, or indirectly through ADC Affiliates, currentlyis engaged in business on a world-wide basis.  Consequently, Cadoganagrees that his obligations under this Section 8 to refrain from any CompetingBusiness Activity during the Covered Period shall apply in any market, foreign ordomestic, in which: (a) ADC or, as applicable, an ADC Affiliate(s), operatesduring the term of the Covered Period; and (b) ADC or, as applicable, an ADCAffiliate(s), has plans to enter on the date Cadogan ceases to be employed byADC.

          8.03  Venture Investments.  ADC and Cadogan acknowledge that Cadogan hasmade investments in early stage companies, and that he is interested incontinuing to do so.  Therefore, notwithstanding the limitations inSection 8.01 and 8.02, the parties agree that this Agreement shall not prohibitCadogan from making such investments in or from acting as an advisor or memberof the board of directors of early stage companies, including those engaged inCompeting Business Activity; provided that (a) in all events the provisions ofSections 8.04 and 8.05 will apply, and (b) if such company is engaged in aCompeting Business Activity, then Cadogan shall not serve as an officer oremployee or otherwise being involved in the day to day operations of thecompany at any time during the Covered Period.

          8.04  Nonsolicitation; Non-hire and Noninterference.  During the CoveredPeriod, Cadogan shall not (a) induce or attempt to induce any employee of ADCor any ADC Affiliate to leave the employ of ADC or such ADC Affiliate, or inany way interfere adversely with the relationship between any such employee andADC or such ADC Affiliate; (b) induce or attempt to induce any employee of ADCor any ADC Affiliate to work for, render services to, provide advice to, orsupply confidential business information or trade secrets of ADC or any ADCAffiliate to any third person, firm or corporation; (c) employ, or otherwisepay for services rendered by, any employee of ADC or any ADC Affiliate in anybusiness enterprise with which Cadogan may be associated, connected oraffiliated in any manner; or (d) induce or attempt to induce any customer,supplier, licensee, licensor or other business relation of ADC or any ADCAffiliate to cease doing business with ADC or such ADC Affiliate, or in any wayinterfere with the relationship between any such customer, supplier, licensee,licensor or other business relation and ADC or such ADC Affiliate.

          8.05  Indirect Competition or Solicitation.  Cadogan agrees that, duringthe Covered Period, he will not, directly or indirectly, assist, solicit orencourage any employee of ADC or an ADC Affiliate, or any other person incarrying out, directly or indirectly, any activity that would be prohibited bythe provisions of this Section 8 if such activity were carried out by Cadogan,either directly or indirectly.

 

         8.06   Breach; Notice and Opportunity to Cure.  Cadoganshall have committed a “Breach” of his obligations under this Section 8 if (i)ADC determines Cadogan has acted or failed to act in a manner that constitutesa breach of his obligations under this Section 8 and ADC provides writtennotice thereof to Cadogan, and (ii) within thirty (30) days of receiving thatnotice, Cadogan has not cured the identified breach to ADC’s satisfaction;provided, however, that if ADC determines Cadogan’s breach of his obligationsunder this Section 8 cannot be cured to its satisfaction, ADC will have noobligation to provide Cadogan with an opportunity to cure and Cadogan shallhave committed a “Breach” of his obligations under this Section 8 upon ADCproviding Cadogan with written notice that it has determined he acted or failedto act in a manner that constitutes a breach of his obligations under thisSection 8.  ADC may determine that a “Breach” has occurred without regardto the provisions of Section 11; provided, however, that any such “Breach” maygive rise to a Dispute (as that term is defined in Section 11.01) that shall beresolved in accordance with Section 11.

          8.07  Consideration.  Cadogan acknowledges and agrees that ADC’swillingness to employ him during the Term, subject to termination only due todeath or total disability, or for “cause” as described in Section 7, above, andthe other benefits and compensation that ADC has agreed to provide to himpursuant to this Agreement are adequate consideration for Cadogan’s agreementto undertake the obligations and duties described in this Section 8.

9.       Releaseof Claims.

          9.01  General Release.  By this Agreement, ADC and Cadogan also intend tosettle any and all claims Cadogan has or may have against ADC as the result ofCadogan’s employment with ADC prior to the date Cadogan executes thisAgreement.  In exchange for the consideration expressed here, Cadogan herebycompletely releases and waives any and all claims, complaints, causes ofaction, demands, suits, and damages, of any kind or character, which he has ormay have against ADC and/or its employees, agents, officers, directors,counsel, predecessors, successors, subsidiaries, affiliates, assigns, andinsurers and each and all thereof (collectively, the “Released Parties”),arising out of any acts, omissions, statements, conduct, decisions, behavior,or events occurring up through the date of his signature on this Agreement.

          Cadoganunderstands and accepts that his release of claims includes, but is not limitedto, claims based upon:  Title VII of the Federal Civil Rights Act of 1964,as amended; the Americans with Disabilities Act; the Equal Pay Act; the FairLabor Standards Act; the Employee Retirement Income Security Act; the MinnesotaHuman Rights Act; or any other federal, state or local statute, ordinance orlaw.  Cadogan also understands that he is giving up all other claims,including those grounded in contract or tort theories, including but notlimited to:  wrongful discharge; violation of Minn. Stat. §176.82; breachof contract; tortious interference with contractual relations; promissoryestoppel; breach of the implied covenant of good faith and fair dealing; breachof express or implied promise; breach of manuals or other policies; breach offiduciary duty; assault; battery; fraud; false imprisonment; invasion ofprivacy; intentional or negligent misrepresentation; defamation, includinglibel, slander, discharge defamation and self-publication defamation; dischargein violation of public policy; whistleblower; intentional or negligentinfliction of emotional distress; or any other theory, whether legal orequitable.

 

 

         Cadogan further understands that he is releasing, and does hereby release, anyclaims for damages, by charge or otherwise, whether brought by him or on hisbehalf by any other party, governmental or otherwise, and agrees not toinstitute any claims for damages via administrative or legal proceedingsagainst any of the Released Parties.  Cadogan also waives and releases anyand all rights to money damages or other legal relief awarded by anygovernmental agency related to any charge or other claim.

          9.02  Right to Revoke and Rescind.  After signing and dating thisAgreement, Cadogan may revoke it insofar as it extends to his release of claimsunder the Minnesota Human Rights Act (MHRA) only if he delivers a writtenrescission to ADC within fifteen (15) days after signing this Agreement. Cadogan must deliver any such revocation by hand within the applicable periodor send it by certified mail within the applicable period to Laura Owen, VicePresident - Human Resources, ADC Telecommunications, Inc., P.O. Box 1101, Minneapolis,MN 55440-1101.  If Cadogan exercises his right to revoke, ADC may at itsoption either nullify this Agreement, or keep it in effect in all respectsother than as to Cadogan’s release of claims that he has revoked.  If ADCchooses to nullify this Agreement, neither Cadogan nor ADC shall have anyrights or obligations under it.

          9.03  Release of Claims Upon Resignation.  In exchange for theconsideration expressed in this Agreement, Cadogan further agrees that, uponthe termination or resignation of his employment during, or at the expirationof, the Term, he will execute a general release of claims in a formsubstantially similar to the provisions in this Section 9.

         10.     Service on Board of Directors. Currently, Cadogan is a Member and Chairman of the ADC Board.  At any timeduring the Term and for so long thereafter as Cadogan remains a Member of theADC Board, ADC may request that Cadogan resign his position as a Member of ADCBoard and Cadogan agrees to resign immediately upon such request.

 

         11.     Dispute Resolution.

          11.01 DisputeResolution Process.  ADC and Cadogan desire to establish a reasonableand confidential means of resolving any dispute arising out of or relating to(i) this Agreement or the alleged breach or threatened breach of it, (ii) themaking of this Agreement, including claims of fraud in the inducement, (iii)Cadogan’s employment by ADC pursuant to this Agreement, including claims ofwrongful termination or discrimination, or (iv) any activities by Cadoganfollowing the cessation of his employment with ADC (each such dispute to bereferred to herein as a “Dispute”).  In furtherance of the parties’ mutualdesire, ADC and Cadogan agree that if either party believes a Dispute exists,that party shall provide the other with written notice of the claimedDispute.  Upon receipt of that written notice, the following procedureshall be the exclusive means of fully and finally resolving the Dispute. Within thirty (30) days of the other party receiving that notice, Cadogan andappropriate management representatives of ADC will meet to attempt to resolveamicably the Dispute.  If a mutually agreeable resolution is not reachedwithin thirty (30) days following the parties’ first meeting, the parties willengage in mediation with a neutral mediator, said mediation to be held withinforty-five (45) days of the final meeting between Cadogan and ADC’srepresentatives.  If the dispute is not resolved through mediation, thedispute shall be resolved exclusively by final and binding arbitration held inaccordance with the provisions of this Agreement and the American ArbitrationAssociation (“AAA”) National Rules for the Resolution of Employment Disputesthen in effect, unless such rules are inconsistent with the provisions of thisAgreement.  In connection with such arbitration:

          (a)     Any such arbitration shall be conducted: (i) by a neutral arbitrator appointedby mutual agreement of the parties; or (ii) failing such agreement, by aneutral arbitrator appointed in accordance with said AAA rules;

          (b)     The parties shall be permitted reasonable discovery in accordance with theprovisions of the Minnesota Rules of Civil Procedure, including the productionof relevant documents by the other party, the exchange of witness lists, and alimited number of depositions, including depositions of any expert who willtestify at the arbitration;

          (c)     The summary judgment procedure applicable under Rule 56 of the Minnesota Rulesof Civil Procedure shall be available and apply to any arbitration conductedpursuant to this Agreement;

          (d)     The arbitrator’s award shall include findings of fact and conclusions of lawshowing the legal and factual bases for the arbitrator’s decision;

          (e)     The arbitrator shall have the authority to award to the prevailing party anyremedy or relief that a United States District Court or court of the State ofMinnesota could order or grant if the dispute had first been brought in thatjudicial forum, including costs and attorneys’ fees;

          (f)      The arbitrator’s award may be entered by any court of competent jurisdiction;and

         (g)      Unless otherwise agreed by the parties, theplace of any arbitration proceeding shall be Minneapolis, Minnesota.

 

 

         11.03 Confidentiality of Dispute Resolution.  Except as the partiesshall agree in writing or upon court order, neither ADC nor Cadogan willdisclose to any third party, except for their counsel, retained experts andother persons directly serving counsel or retained experts, any fact orinformation in any way pertaining to the process of resolving a Dispute underthis Section 11, or to the fact of or any term that is part of a resolution orsettlement of any Dispute.  This prohibition on disclosure specificallyincludes, without limitation, any disclosure of an oral statement or of awritten document made or provided by either Cadogan or ADC, or by any of its orhis representatives, counsel or retained experts, or other persons directlyserving any representatives, counsel or retained experts.

          11.04 ADC’sRight to Injunctive Relief.  Cadogan acknowledges and agrees that theservices to be rendered by him hereunder are of a special, unique andextraordinary character, that it would be difficult to replace such servicesand that any violation of Sections 5, 7.06 or 8 hereof or of the EmployeeInvention Agreement would be highly injurious to ADC and/or to any ADCAffiliate and that it would be extremely difficult to compensate ADC and/or anyADC Affiliate fully for damages for any such violation.  Accordingly, theterms of this Section 11 notwithstanding, Cadogan specifically agrees that ADCor any ADC Affiliate, as the case may be, shall be entitled to obtain temporaryand permanent injunctive relief from a court of law, said relief to be obtainedin accordance with Section 12.01, to enforce the provisions of Sections 5,7.06 and 8 hereof, and the Employee Invention Agreement, and that such reliefmay be granted without the necessity of proving actual damages and withoutnecessity of posting any bond.  This provision with respect to injunctiverelief shall not, however, diminish the right of ADC or any ADC Affiliate toclaim and recover damages, or to seek and obtain any other relief available toit pursuant to the provisions of this Section 11.

12.     Miscellaneous.

          12.01 GoverningLaw and Venue Selection.  This Agreement is made under and shall begoverned by and construed in accordance with the laws of the State ofMinnesota, without regard to conflicts of laws principles thereof, or those ofany other state of the United States of America, or of any other country,province or city.  The parties agree that any litigation in any wayrelating to this Agreement or to Cadogan’s employment by ADC, including but notlimited to any action brought pursuant to Section 11.04, will be venued in theState of Minnesota, Hennepin County District Court, or the United StatesDistrict Court for the District of Minnesota.  Cadogan and ADC herebyconsent to the personal jurisdiction of these courts and waive any objectionthat such venue is inconvenient or improper.

          12.02 Notice. For the purpose of this Agreement, notices and all other communications providedfor in the Agreement shall be in writing and shall be deemed to have been dulygiven when actually delivered, when sent by telefacsimile, with electronicconfirmation of receipt, or when mailed by United States registered mail,postage prepaid, addressed to the other party as follows:

 

                   If to ADC, to:                   ADC Telecommunications, Inc.                   Attention: General Counsel                   P.O. Box 1101                   Minneapolis, Minnesota 55440-1101                   Fax (952) 946-3209

                   If to Cadogan, to:                   William J. Cadogan                   18530 Bearpath Trail                   Eden Prairie, Minnesota 55347                   Fax (952) 906-0310

Either party may change its address for purposes of this Section 12.02by giving 15 days prior notice to the other party.

          12.03 PriorAgreements.  This Agreement (including other agreements specificallymentioned in this Agreement) contains the entire agreement of the partiesrelating to the employment of Cadogan by ADC and the other matters discussedherein, and supersedes all prior proposals, promises, contracts, agreements andunderstandings of any kind, whether express or implied, oral or written, with respectto such subject matter (including, but not limited to, any proposal, promise,contract, agreement or understanding, whether express or implied, oral orwritten, by and between ADC and Cadogan), and the parties hereto have made noagreements, representations or warranties relating to the subject matter ofthis Agreement which are not set forth herein or in the other agreementsmentioned herein.

          12.04 WithholdingTaxes.  ADC may take such action as it deems appropriate to insurethat all applicable federal, state, city and other payroll, withholding, incomeor other taxes (“Taxes”) arising from any compensation, benefits or any otherpayments made pursuant to this Agreement, or any other contract, agreement orunderstanding which relates, in whole or in part, to Cadogan’s employment withADC. are withheld or collected from Cadogan.

          12.05 Amendments. No amendment or modification of this Agreement shall be deemed effective unlessmade in writing and signed by Cadogan and ADC.

          12.06 NoWaiver.  No term or condition of this Agreement shall be deemed tohave been waived, nor shall there be any estoppel to enforce any provisions ofthis Agreement, except by a statement in writing signed by the party againstwhom enforcement of the waiver or estoppel is sought.  Any written waivershall not be deemed a continuing waiver unless specifically stated, shalloperate only as to the specific term or condition waived, and shall notconstitute a waiver of such term or condition for the future or as to any actother than as specifically set forth in the waiver.

 

 

          12.07 Assignment. This Agreement shall not be assignable, in whole or in part, by any partywithout the written consent of the other party, except that ADC may, without theconsent of Cadogan, assign its rights and obligations under this Agreement toany ADC Affiliate or to any corporation, firm or other business entity with orinto which ADC may merge or consolidate, or to which ADC may sell or transferall or substantially all of its assets, or of which 50% or more of the equityinvestment and of the voting control is owned, directly or indirectly, by, oris under common ownership with, ADC.  After any such assignment by ADC,ADC shall be discharged from all further liability hereunder and such assigneeshall thereafter be deemed to be ADC for the purposes of all provisions of thisAgreement including this Section 12.07.

          12.08 Severability. To the extent any provision of this Agreement shall be determined to be invalidor unenforceable in any jurisdiction, such provision shall be deemed to bedeleted from this Agreement as to such jurisdiction only, and the validity andenforceability of the remainder of such provision and of this Agreement shallbe unaffected.  In furtherance of and not in limitation of the foregoing,Cadogan expressly agrees that should the duration of, geographical extent of,or business activities covered by Section 8 of this Agreement be in excess ofthat which is valid or enforceable under applicable law in a givenjurisdiction, then such provision, as to such jurisdiction only, shall beconstrued to cover only that duration, extent or activities that may validly orenforceably be covered.  Cadogan acknowledges the uncertainty of the lawin this respect and expressly stipulates that this Agreement shall be construedin a manner that renders its provisions valid and enforceable to the maximumextent (not exceeding its express terms) possible under applicable law in eachapplicable jurisdiction.

 

         

         IN WITNESS WHEREOF, the parties have executed this Agreement as of thedate set forth in the first paragraph.

|   | **ADC TELECOMMUNICATIONS, INC.**                                     |
|--------|----------------------------------------------------------------------|
|   |                                                                 |
|   | By /s/ Laura N. Owen                                                 |
|   | Name: Laura N. Owen                                                  |
|   | Title: Vice President, Human Resources                               |
|   |                                                                 |
|   | **CADOGAN**                                                          |
|   |                                                                 |
|   | /s/ William J. Cadogan                                               |
|   | WILLIAM J. CADOGAN                                                   |
|   |                                                                 |
|   | Signed on February 12, 2001 effective as of   November 1, 2000. |