**Exhibit10-f**

 

**ADC TELECOMMUNICATIONS, INC.**

**INCENTIVE STOCK OPTION AGREEMENT**

 
| Optionee: |   | «First_Name» «MI» «Last_Name» |   | Option Number: |   | «Num»  |
|-----------|--------|-------------------------------------------------------------|--------|----------------|--------|------------------|
|      |   |                                                        |   |           |   |             |
| ID:       |   | «ID»                                              |   | Plan:          |   | «Plan» |

 

This Incentive Stock Option Agreement (the “Agreement”) is entered intoeffective «Effective_Date» by and between ADC Telecommunications, Inc., aMinnesota corporation, (the “Company”), and the above-identified Optioneepursuant to the Company’s Global Stock Incentive Plan (the “Plan”).

 

Effective the datewritten above, the Optionee has been granted an option (the “Option”) topurchase all or any part of an aggregate of «SHARES_GRANTED» shares of commonstock, par value US$.20 per share, of the Company (the “Common Stock”) at theprice of US$«OPTION_PRICE» per share subject to the terms and conditions setforth herein and in the Plan and Exhibit A to this Agreement.  This Option is intended to be an incentivestock option within the meaning of Section 422 of the Internal Revenue Code of1986, as amended (the “Code”).

 

The total aggregate purchase price for all of the shares purchasableunder this Option is US$«Total_option_price».

 

Subject to the terms and conditions of this Agreement, Exhibit A tothis Agreement and the Plan, this Option shall in all events terminate ten (10)years after the date of grant (the “Expiration Date”).  The shares subject to this Option shall vestand may be exercised in whole or in part by the Optionee according to thefollowing vesting schedule:

 
| **Vesting Date** |   | **Number of  Option  Shares Vesting** |   | **Expiration  Date** |   |
|------------------|--------|---------------------------------------|--------|----------------------|--------|
|             |   |                                  |   |                 |   |
|             |   |                                  |   |                 |   |

 

Subject to the provisions of the Plan and Exhibit A, the Optionee mustbe actively employed by the Company or any of its Affiliates on each VestingDate for vesting to occur.  Terminationof employment after a Vesting Date may accelerate the Expiration Date (seeterms of the Plan and Exhibit A).

 

Optionee and the Company agree that these Options aregranted under and governed by the terms and conditions of this Agreement,Exhibit A to this Agreement, and the Plan. Each of these documents and a Prospectus related to shares covered bythe Plan has been provided to Optionee. **Optionee specifically acknowledgesthat Exhibit A to this Agreement contains an agreement by Optionee not tosolicit employees of the Company or its Affiliates on behalf of any otheremployer, a data privacy consent by Optionee and certain other acknowledgementsby Optionee.**

 

Optionee acknowledges that this Option is subject tothe ongoing discretionary authority of the Company to determine: (i) thepermissible manner of exercise of the Option (including but not limited to theauthority of the Company to require a mandatory cashless exercise);

 

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(ii) the permissible timing of exercise of the Option;and (iii) any other restrictions that the Company deems necessary andadvisable, including but not limited to restrictions pertaining to applicablelaw.  Optionee further acknowledges thatin the event the Optionee chooses to effect a simultaneous exercise and sale ofall or a portion of the shares that are subject to this Option, neither theCompany nor its third party stock option administrator will guarantee anyparticular market price for the sale of the shares, nor shall the Company orits third party administrator be responsible for any failure to obtain anyparticular market price due to delays in the exercise of this Option or anyother reason.

 

ADCTELECOMMUNICATIONS, INC.

 
|                                                                           |   | «Effective Date» |
|--------------------------------------------------------------------------------|--------|----------------------------|
| Jeffrey D. Pflaum, Vice President, Corporate  Secretary  & General Counsel | Date   |

 

OPTIONEE

 

 
|                                                        |   |   |
|-------------------------------------------------------------|--------|--------|
| «First_Name» «MI» «Last_Name» | Date   |
| Government/Taxpayer ID#                                     |   |   |   |
| Home Address                                                |   |   |   |
|                                                        |   |   |   |
|                                                             |        |        |  |  |

 

**THE OPTIONEE MUST PROMPTLY SIGN ANDRETURN THIS AGREEMENT TO THE COMPANY AT THE ADDRESS LISTED BELOW.  IF THIS AGREEMENT IS NOT SIGNED AND RETURNEDWITHIN SIXTY (60) DAYS FROM THE DATE OF MAILING THIS AGREEMENT, THIS OPTIONSHALL BE VOID AND HAVE NO FORCE OR EFFECT.**

 

Postal Mail:

ADC

Attn:  HR StockCompensation, MS 56

P.O. Box 1101

Minneapolis, MN 55440-1101 USA

 

Express Mail:

ADC

Attn:  HR StockCompensation, MS 56

13625 Technology Drive

Eden Prairie, MN 55344 USA

 

For questions regarding this Option, please contactADC’s HR Stock Compensation Group as follows:

 
| Email:     | stockprograms@adc.com |   |   |
|------------|-----------------------|--------|--------|
|       |                  |   |   |
| Facsimile: | 952-238-1525          |   |   |
|       |                  |   |   |
| Telephone: | 952-917-0576          |   |   |

 

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|   | 800-366-3889 ext. 70576 |   |   |
|--------|-------------------------|--------|--------|

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**EXHIBIT A**

**TO THE**

**ADC TELECOMMUNICATIONS, INC.**

**INCENTIVE STOCK OPTION AGREEMENT**

 

This Exhibit A is part of and incorporated by reference into theIncentive Stock Option Agreement (the “Agreement”) issued by ADCTelecommunications, Inc. (the “Company”) pursuant to the Company’s Global StockIncentive Plan (the “Plan”).

 

Unless otherwise defined herein, capitalized terms shall have themeaning given such term in the Agreement.

 

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

 

Refer to the Agreement for a description of the Option grants,including the total number of shares of Common Stock covered by this Option,the exercise price per share, and the schedule for vesting.  This Option is intended to be an incentivestock option within the meaning of Section 422 of the U.S. Internal RevenueCode.

 

**2.****                                      Durationand Exercisability**

 

(a)                                  ThisOption shall vest and become exercisable in accordance with the schedule setforth on the Agreement.  This Optionshall in all events terminate ten (10) years after the date of grant, if notearlier in the event of termination of employment.

 

(b)                                 Notwithstandingthe provisions contained in Section 2(a) above, but subject to the other termsand conditions set forth herein, this Option shall become fully vested andexercisable on the date of a “Change in Control” (as hereinafter defined).  For purposes of the Agreement and thisExhibit A to the Agreement, the following terms shall have the definitions setforth below:

 

(i)                                     “Changein Control” shall mean:

 

(A)                              achange in control of the Company of a nature that would be required to bereported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgatedunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”),whether or not the Company is then subject to such reporting requirement;

 

(B)                                thepublic announcement (which, for purposes of this definition, shall include,without limitation, a report filed pursuant to Section 13(d) of the ExchangeAct) by the Company or any “person” (as such term is used in Sections 13(d) and14(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 orindirectly, of securities of the Company representing 20% or more of thecombined voting power of the Company’s then outstanding securities, determinedin accordance with Rule 13d-3, excluding, however, any securities acquireddirectly from the Company (other than an acquisition by virtue of the exerciseof a conversion privilege

 

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unless the security being so converted was itselfacquired directly from the Company); however, that for purposes of this clausethe term “person” shall not include the Company, any subsidiary of the Companyor any employee benefit plan of the Company or of any subsidiary of the Companyor any entity holding shares of Common Stock organized, appointed orestablished for, or pursuant to the terms of, any such plan;

 

(C)                                theContinuing Directors cease to constitute a majority of the Company’s Board ofDirectors;

 

(D)                               consummationof a reorganization, merger or consolidation of, or a sale or other dispositionof all or substantially all of the assets of, the Company (a “BusinessCombination”), in each case, unless, following such Business Combination, (A)all or substantially all of the persons who were the beneficial owners of theCompany’s outstanding voting securities immediately prior to such BusinessCombination beneficially own voting securities of the corporation resultingfrom such Business Combination having more than 50% of the combined votingpower of the outstanding voting securities of such resulting Corporation and(B) at least a majority of the members of the Board of Directors of thecorporation resulting from such Business Combination were Continuing Directorsat the time of the action of the Board of Directors of the Company approvingsuch Business Combination;

 

(E)                                 approvalby the shareholders of the Company of a complete liquidation or dissolution ofthe Company; or

 

(F)                                 themajority of the Continuing Directors determine in their sole and absolutediscretion that there has been a change in control of the Company.

 

(ii)                                  “ContinuingDirector” shall mean any person who is a member of the Board of Directors ofthe Company, while such person is a member of the Board of Directors, who isnot an Acquiring Person (as defined below) or an Affiliate or Associate (asdefined below) of an Acquiring Person, or a representative of an AcquiringPerson or of any such Affiliate or Associate, and who (x) was a member of theBoard 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 orinitial election to the Board of Directors is recommended or approved by amajority of the Continuing Directors. For purposes of this subparagraph (ii), “Acquiring Person” shall meanany “person” (as such term is used in Sections 13(d) and 14(d) of the ExchangeAct) who or which, together with all Affiliates and Associates of such person,is the “beneficial owner” (as defined in Rule 13d-3 promulgated under theExchange Act), directly or indirectly, of securities of the Companyrepresenting 20% or more of the combined voting power of the Company’s thenoutstanding securities, but shall not include the Company, any subsidiary ofthe Company or any employee benefit plan of the Company or of any

 

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subsidiary of the Company or any entity holding sharesof Common Stock organized, appointed or established for, or pursuant to theterms of, any such plan; and “Affiliate” and “Associate” shall have therespective meanings ascribed to such terms in Rule 12b-2 promulgated under theExchange Act.

 

(c)                                  ThisOption shall not be assignable or transferable except to a designatedbeneficiary (under procedures established by the Company) or by the laws ofdescent and distribution in the case of the death of Optionee, and except thatfor U.S. resident employees, upon written notice to the Company, U.S. residentemployees may transfer this Option during his or her lifetime to any “familymember” (as such term is used on Form S-8 under the Securities Act of 1933) ofOptionee provided that (i) there is no consideration for such transfer or suchtransfer is effected pursuant to a domestic relations order in settlement ofmarital property rights, and (ii) this Option held by such transferees shallcontinue to be subject to the same terms and conditions (including restrictionson subsequent transfers) as were applicable to this Option immediately prior tosuch transfer.  This Option may not bepledged, alienated, attached or otherwise encumbered, and any purported pledge,alienation, attachment or encumbrance thereof shall be void and unenforceableagainst the Company or any Affiliate of the Company.

 

(d)                                 ThisOption may be exercised, during the lifetime of Optionee, only by Optionee, apermitted transferee pursuant to a transfer permitted by Section 2(c) above,or, if permissible under applicable law, by Optionee’s or such transferee’sguardian or legal representative.

 

**3.****                                      Effectof Termination of Employment**

 

(a)                                              Forall purposes of the Agreement and this Exhibit A, the term “EmploymentTermination Date” shall mean the earlier of:

 

(i)                                                 thedate, as determined by the Company, that Optionee is no longer activelyemployed by the Company or an Affiliate of the Company, and in the case of aninvoluntarily termination, such date shall not be extended by any notice periodmandated under local law (e.g., active employment would not include a period of“garden leave” or similar period pursuant to local law); or

 

(ii)                                              thedate, as determined by the Company, that Optionee’s employer is no longer anAffiliate of the Company.

 

(b)                                 Inthe event the Optionee ceases to be an employee of the Company or any of itsAffiliates for any reason other than death, Optionee shall have the right toexercise the Option at any time within one year after the EmploymentTermination Date to the extent of the number of vested shares Optionee wasentitled to purchase under the Option on the Employment Termination Date, subjectto the condition that no Option shall be exercisable after the Expiration Date.

 

(c)                                  Inthe event the Optionee dies while an employee of the Company or any of itsAffiliates or within three months after the Employment Termination Date, thisOption may be exercised at any time within two years after his or her

 

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death by the executors or administrators of Optionee,or by any person or persons to whom the Option is transferred by the priordesignation of a beneficiary or the applicable laws of descent anddistribution, to the extent of the number of vested shares Optionee wasentitled to purchase under the Option on the date of death, subject to thecondition that no Option shall be exercisable after the Expiration Date.

 

(d)                                 Nofurther vesting of this Option shall occur after the Employment TerminationDate, and this Option shall be exercisable in accordance with this Section 3following the Employment Termination Date only to the extent that it is exercisableon the Employment Termination Date, pursuant to the vesting schedule set forthin the Agreement and Section 2 hereof.

 

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

 

The Option can be exercised only by Optionee or other proper partywithin the option period by notice to the Company or the Company’s third-partystock option administrator (UBS PaineWebber Inc. as of the date of this grant)in a form specified by the Company or such third-party stock optionadministrator, or in such other manner as the Company may specify from time-to-time.  The Company shall have the right to specifyall conditions of the manner of exercise, and such conditions may vary bycountry and may be subject to change from time to time.

 

**5.****                                      Adjustments**

 

If Optionee exercises all or any portion of the Option subsequent toany change in the number or character of the Common Stock (through stockdividend, recapitalization, stock split, reverse stock split, reorganization,merger, consolidation, split-up, spin-off, combination, repurchase or exchangeof shares of Common Stock or other securities of the Company, issuance ofwarrants or other rights to purchase shares of Common Stock or other securitiesof the Company or other similar corporate transaction or event affecting theCommon Stock such that an adjustment is determined by the Committee to beappropriate in order to prevent dilution or enlargement of the Option),Optionee shall then receive for the aggregate price paid by him or her on suchexercise of the Option, the number and type of securities or otherconsideration which he would have received if such Option had been exercisedprior to the event changing the number or character of outstanding shares.

 

**6.****                                      Responsibilityfor Taxes**

 

Regardless of any action taken by the Company or Optionee’s employer (the“Employer”) with respect to any or all income tax, social insurance, payrolltax, payment on account or other tax-related withholding (“Tax-Related Items”),Optionee acknowledges that the ultimate liability for all Tax-Related Items isand remains Optionee’s responsibility and that the Company and/or the Employer(i) make no representations or undertakings regarding the treatment of anyTax-Related Items in connection with any aspect of the Option grant, includingthe grant, vesting or exercise of the Option, the subsequent sale of sharesacquired pursuant to such exercise and the receipt of any dividends; and (ii)do not commit to structure the terms of the grant or any aspect of the Optionto reduce or eliminate Optionee’s liability for Tax-Related Items.  Without limiting the foregoing, the Companyspecifically disclaims any representation or guarantee that this Option willqualify as an Incentive Stock Option under Section 422 of the Internal RevenueCode, or if the Option initially so qualifies, that it will continue toqualify.  Optionee should consult his orher own tax advisor regarding the status of and tax treatment for this Option.

 

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Prior to exercise of the Option, Optionee shall pay or make adequatearrangements satisfactory to the Company and/or the Employer to satisfy allwithholding and payment on account obligations of the Company and/or theEmployer.  In this regard, Optioneeauthorizes the Company and/or the Employer to withhold all applicableTax-Related Items legally payable by Optionee from Optionee’s wages or othercash compensation paid to Optionee by the Company and/or the Employer or fromproceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, theCompany may (i) sell or arrange for the sale of shares that Optionee acquiresto meet the withholding obligation for Tax-Related Items, and/or (ii) withholdin shares, provided that the Company only withholds the amount of sharesnecessary to satisfy the minimum withholding amount.  Finally, Optionee shall pay to the Company or the Employer anyamount of Tax-Related Items that the Company or the Employer may be required towithhold as a result of Optionee’s participation in the Plan or Optionee’s purchaseof shares that cannot be satisfied by the means previously described.  The Company may refuse to honor the exerciseand refuse to deliver the shares if Optionee fails to comply with his or herobligations in connection with the Tax-Related Items as described in thissection.

 

**7.****                                      Non-solicitationAgreement**

 

(a)                                  Inconsideration of the grant of the Option, the Optionee shall not, directly orindirectly, during the period the Optionee is employed by the Company or itsAffiliates and for a period of one year after the Employment TerminationDate:  (i) induce or attempt to induceany other employee to leave the employ of the Company or any of its Affiliates,or in any way interfere adversely with the relationship between any suchemployee and the Company or any of its Affiliates; (ii) induce or attempt toinduce any other employee of the Company or any of its Affiliates to work for,render services or provide advice to or supply confidential businessinformation or trade secrets of the Company or its Affiliates to any person orentity other than the Company or its Affiliates; or (iii) employ, or otherwisepay for services rendered by, any other employee of the Company or any of itsAffiliates in any other business enterprise.

 

(b)                                 TheOptionee acknowledges that breach of this Section 7 would be highly injuriousto the Company, and the Company reserves its rights to pursue all availableremedies, including but not limited to equitable and injunctive relief anddamages.  The Optionee specificallyagrees that the Company shall be entitled to obtain temporary and permanentinjunctive relief from a court of law to enforce the provisions of this Section7, and that such relief may be granted without the necessity of proving actualdamages 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 toseek and obtain any other relief available to it.  The Optionee further acknowledges that this Section 7 shall beenforceable by the Company even if no portion of the Option becomes vested andexercisable.

 

**8.****                                      DataPrivacy Consent**

 

Optionee hereby explicitly consents to thecollection, use and transfer, in electronic or other form, of his or herpersonal data as described in this document by and among, as applicable, theCompany and its Affiliates for the exclusive purpose of implementing,administering and managing Optionee’s participation in the Plan.

 

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Optionee understands that the Company and itsAffiliates hold certain personal information about Optionee, including, but notlimited to, Optionee’s name, home address and telephone number, date of birth,social insurance number or other identification number, salary, nationality,job title, any shares of stock or directorships held in the Company or itsAffiliates, details of all options or any other entitlement to shares of stockawarded, cancelled, exercised, vested, unvested or outstanding in Optionee’sfavor, for the purpose of implementing, administering and managing the Plan(“Data”).  Optionee understands thatData may be transferred to any third parties assisting in the implementation,administration and management of the Plan, that these recipients may be locatedin Optionee’s country or elsewhere, and that the recipient’s country may havedifferent data privacy laws and protections than Optionee’s country.  Optionee understands that Optionee mayrequest a list with the names and addresses of any potential recipients of theData by contacting ADC’s HR Stock Compensation Group.  Optionee authorizes the recipients to receive, possess, use,retain and transfer the Data, in electronic or other form, for the purposes ofimplementing, administering and managing Optionee’s participation in the Plan,including any requisite transfer of such Data as may be required to a broker orother third party with whom Optionee may elect to deposit any shares of stockacquired upon exercise of the Option. Optionee understands that Data will be held only as long as is necessaryto implement, administer and manage Optionee’s participation in the Plan andthat Optionee may, at any time, view Data, request additional information aboutthe storage and processing of Data, require any necessary amendments to Data orrefuse or withdraw the consents herein, in any case without cost, by contactingin writing ADC’s HR Stock Compensation Group. Optionee understands, however, that refusing or withdrawing his or herconsent may affect Optionee’s ability to participate in the Plan.  For more information on the consequences ofOptionee’s refusal to consent or withdrawal of consent, Optionee may contactADC’s HR Stock Compensation Group.

 

**9.****                                      Natureof Grant**

 

Inaccepting the grant, Optionee acknowledges that:

 

(a)                                  The Plan is established voluntarily by theCompany, it is discretionary in nature and it may be modified, suspended orterminated by the Company at any time, as provided in the Plan and thisAgreement.  The Option is subject in allrespects to the terms and conditions of the Plan and this Agreement.

 

(b)                                 The grant of the Option is voluntary andoccasional and does not create any contractual or other right to receive futuregrants of options, or benefits in lieu of options, even if options have beengranted repeatedly in the past.

 

(c)                                  All decisions with respect to future optiongrants, if any, will be at the sole discretion of the Company.

 

(d)                                 Optionee’s participation in the Plan shallnot create a right to further employment with the Company or any of itsAffiliates and shall not interfere with the ability of the Company or itsAffiliates to terminate Optionee’s employment relationship at any time with orwithout cause.

 

(e)                                  Optionee is voluntarily participating in thePlan.

 

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(f)                                    The Option is an extraordinary item that doesnot constitute compensation of any kind for services of any kind rendered tothe Company or the Employer, and is outside the scope of Optionee’s employmentcontract, if any.

 

(g)                                 The Option is not part of normal or expectedcompensation or salary for any purposes, including, but not limited to,calculating any severance, resignation, termination, redundancy, end of servicepayments, bonuses, long-service awards, pension or retirement benefits orsimilar payments.

 

(h)                                 In the event that Optionee is not an employeeof the Company, the Option grant will not be interpreted to form an employmentcontract or relationship with the Company; and furthermore, the Option grantwill not be interpreted to form an employment contract with any Affiliate ofthe Company.

 

(i)                                     The future value of the underlying shares isunknown and cannot be predicted with certainty.

 

(j)                                     If the underlying shares do not increase invalue, the Option will have no value.

 

(k)                                  If Optionee exercises the Option and obtainsshares, the value of those shares acquired upon exercise may increase ordecrease in value, even below the exercise price.

 

(l)                                     No claim or entitlement to compensation ordamages arises from termination of the Option or diminution in value of theOption or shares purchased through exercise of the Option which results fromthe termination of Optionee’s employment by the Company or the Employer (forany reason and regardless of whether in breach of contract), and Optioneeirrevocably releases the Company and its Affiliates from any such claim thatmay arise; if, notwithstanding the foregoing, any such claim is found by acourt of competent jurisdiction to have arisen, Optionee shall be deemedirrevocably to have waived his/her entitlement to pursue such claim.

 

(m)                               Optionee consents to the delivery byelectronic means of any documents related to the Option, the Plan or futureoptions that may be granted under the Plan.

 

**10.****                               Miscellaneous**

 

(a)                                  Optioneeshall have none of the rights of a shareholder with respect to shares subjectto this Option until such shares shall have been issued upon exercise of thisOption.

 

(b)                                 ThisAgreement shall be governed by and construed in accordance with the domesticlaws of the State of Minnesota without giving effect to any choice or conflictof law provision or rule (whether of the State of Minnesota or any otherjurisdiction) that would cause the application of the laws of any jurisdictionother than the State of Minnesota.  TheCompany and the Optionee submit to the jurisdiction of any state or federalcourt sitting in Minneapolis, Minnesota, in any action or proceeding arisingout of or relating to this Agreement, and agree that all claims in respect ofthe action or proceeding may be heard and determined in any such court.  Each of the

 

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Company and the Optionee also agrees not to bring anyaction or proceeding arising out of or relating to this Agreement in any othercourt.  Each of the Company and theOptionee waives any defense of inconvenient forum to the maintenance of anyaction or proceeding so brought and waives any bond, surety, or other securitythat might be required of the other party with respect thereto.  The Company and the Optionee agree that afinal judgment in any action or proceeding so brought shall be conclusive andmay be enforced by suit on the judgment or in any other manner provided by lawor in equity.

 

(c)                                  Tothe extent any provision of this Agreement shall be determined by any court tobe invalid or unenforceable in any jurisdiction, such provision shall be deemedto be deleted from this Agreement, and the validity and enforceability of theremainder of such provision and of this Agreement shall be unaffected.  In furtherance of and not in limitation ofthe foregoing, the Optionee expressly agrees that should the duration of,geographical extent of, or business activities covered by Section 7 of thisAgreement be in excess of that which is valid or enforceable under applicablelaw, then such provision shall be construed to cover only that duration, extentor activities that may validly or enforceably be covered.  The Optionee expressly stipulates that thisAgreement shall be construed in a manner that renders its provisions valid andenforceable to the maximum extent (not exceeding its express terms) possibleunder applicable law.

 

(d)                                 IfOptionee has received this Agreement or any other document related to the Plantranslated into a language other than English and if the translated version isdifferent than the English version, the English version will control.

 

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