**Exhibit10.g**

 

**ADCTELECOMMUNICATIONS, INC.**

**NONQUALIFIEDSTOCK OPTION AGREEMENT**

 

THIS AGREEMENT is made asof                                  ,      by and between ADC Telecommunications, Inc., a Minnesota corporation (the“Company”),and                           (“Optionee”).

 

# **RECITALS**

 

A.                                   TheCompany has adopted its Global Stock Incentive Plan (the “Plan”), whichprovides for the grant of stock options to nonemployee directors of theCompany.

 

B.                                     Optioneeis currently a nonemployee director of the Company eligible to participate inthe Plan.

 

C.                                     TheBoard of Directors of the Company has approved the grant of this stock optionto Optionee.

 

Accordingly, inconsideration of agreements herein set forth, the parties hereto hereby agreeas follows:

 

**1.****                                      Grantof Option**

 

The Company hereby grantsto Optionee, on the date set forth above, the right and option (the “option”)to purchase all or any part of an aggregate of         shares of common stock, parvalue $.20 per share, of the Company (the “Common Stock”) at the price of$         per share on the terms andconditions set forth herein.  Thisoption is not intended to be an incentive stock option within the meaning ofSection 422 of the Internal Revenue Code of 1986, as amended.

 

**2.****                                      Termand Exercise**

 

(a)                                  Thisoption shall vest and become exercisable one year after the date of thisAgreement, and thereafter may be exercised in full at any time or from time totime during the term of the option, subject to the provisions of Section 3hereof.  If Optionee ceases to be amember of the Company’s Board of Directors for any reason at any time prior tothe first anniversary of the date of this Agreement, this option represented bythis Agreement shall be forfeited by Optionee.

 

(b)                                 Thisoption shall not be assignable or transferable except by will or the laws ofdescent and distribution except that, upon written notice to the Company,Optionee may transfer this option to any “family member” (as such term is usedin 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 effectedpursuant to a domestic relations order in settlement of marital propertyrights, and (ii) this option held by such transferees shall continue to besubject to the same terms and conditions (including restrictions on subsequenttransfers) as were applicable to this option immediately prior to suchtransfer.  This option may not bepledged, alienated, attached or otherwise encumbered, and any purported pledge,alienation, attachment or

 

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encumbrance thereof shallbe void and unenforceable against the Company or any affiliate of the Company.

 

(c)                                  Duringthe lifetime of Optionee, the option shall be exercisable only by Optionee, atransferee pursuant to a transfer permitted by Section 2(b) above, or, ifpermissible under applicable law, by Optionee’s or such transferee’s guardianor legal representative.

 

(d)                                 Exceptas provided in Section 3 hereof, this option and all rights andobligations hereunder shall expire 10 years from the date of this Agreement.

 

**3.****                                      Effectof Death**

 

If Optionee shall dieprior to the time this option is fully exercised, the option may be exercisedat any time within two years after Optionee’s death or disability by thepersonal representatives or administrators of Optionee, or by any person orpersons to whom this option is transferred by will or the applicable laws ofdescent and distribution, to the extent of the full number of shares Optioneewas entitled to purchase under this option on the date of death and subject tothe condition that this option shall not be exercisable after the expiration ofthe term hereof.

 

**4.****                                      Mannerof Exercise**

 

(a)                                  Theoption may be exercised only by Optionee or other proper party (as set forth inSections 2 and 3 hereof) within the option period by notice to the Company’sthird party stock option administrator (PaineWebber Incorporated as of the dateof this Agreement) in a form specified by such third party stock optionadministrator, or in such other manner as the Company may specify fromtime-to-time.

 

(b)                                 Paymentby the Optionee shall be made to the Company in cash (including check, bankdraft or money order.)

 

(c)                                  Optioneeacknowledges that this Option is subject to the ongoing discretionary authorityof the Company to determine: (i) the permissible manner of exercise of theOption; (ii) the permissible timing of exercise of the Option; and (iii) anyother restrictions that the Company deems necessary and advisable, includingbut not limited to restrictions pertaining to applicable law.  Optionee further acknowledges that in theevent the Optionee chooses to effect a simultaneous exercise and sale of all ora portion of the shares that are subject to this Option, neither the Companynor its third party stock option administrator will guarantee any particularmarket price for the sale of the shares, nor shall the Company or its thirdparty administrator be responsible for any failure to obtain any particular marketprice due to delays in the exercise of this Option or any other reason.

 

**5.****                                      Miscellaneous**

 

(a)                                  Thisoption is issued pursuant to the Plan and is subject to its terms.  The terms of the Plan are available forinspection during business hours at the principal office of the Company.

 

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(b)                                 Neitherthe Plan, nor the granting of an option, nor this Agreement, nor any actiontaken pursuant to the Plan or this Agreement, shall constitute, or be evidencedof, any agreement or understanding, express or implied, that the Company willretain Optionee as a director for any period of time, or at any particular rateof compensation.  Optionee shall have norights as a shareholder with respect to shares covered by this option until thedate of the issuance of a stock certificate therefor following due and properexercise of this option.

 

(c)                                  IfOptionee exercises all or any portion of this option subsequent to any changein the Company’s Common Stock through merger, consolidation, reorganization,recapitalization, stock dividend (of whatever amount), stock split or otherchange in corporate structure, Optionee shall then receive for the aggregateprice paid on such exercise of this option the number and type of securities orother consideration which he or she would have received if this option had beenexercised prior to the event changing the number or character of outstandingshares.

 

(d)                                 TheCompany shall at all times during the term of this option reserve and keepavailable such number of shares as will be sufficient to satisfy therequirements of this Agreement.

 

(e)                                  Inorder to provide the Company with the opportunity to claim the benefit of anyincome tax deduction which may be available to it upon the exercise of thisoption, and in order to comply with all applicable federal or state income taxlaws or regulations, the Company may take such action as it deems appropriateto ensure that, if necessary, all applicable federal or state payroll,withholding, income or other taxes are withheld or collected from Optionee.

 

(f)                                    ThisAgreement shall be governed by the internal laws of the State of Minnesota,without regard to conflicts of laws principles thereof.  The Company and the Optionee submit to thejurisdiction of any state or federal court sitting in Minneapolis, Minnesota,in any action or proceeding arising out of or relating to this Agreement, andagree that all claims in respect of the action or proceeding may be heard anddetermined in any such court.  Each ofthe Company and the Optionee also agrees not to bring any action or proceedingarising out of or relating to this Agreement in any other court.  Each of the Company and the Optionee waivesany defense of inconvenient forum to the maintenance of any action or proceedingso brought and waives any bond, surety, or other security that might berequired of the other party with respect thereto.  The Company and the Optionee agree that a final judgment in anyaction or proceeding so brought shall be conclusive and may be enforced by suiton the judgment or in any other manner provided by law or in equity.

 

(g)                                 ThisAgreement evidences the entire understanding and agreement of the partieshereto relative to the purchase of the shares by Optionee.  This Agreement supersedes any and all otheragreements and understandings, whether written or oral, relative to the mattersdiscussed herein.  This Agreement may beamended only by a written document signed by both of the parties hereto.

 

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IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be executed on the day and yearfirst above written.

 
|   | ADC TELECOMMUNICATIONS,  INC.            |
|--------|------------------------------------------|
|   |                                     |
|   |                                     |
|   | By:                                      |
|   | Jeffrey D. Pflaum                        |
|   | Vice President, Chief  Legal Officer and |
|   | Secretary                                |
|   |                                     |
|   |                                     |
|   | OPTIONEE                                 |
|   |                                     |
|   |                                     |   |

 

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