Exhibit 10.9
 NOTICE TO U.S. TAX RESIDENTS:
  VESTING OF THIS PERFORMANCE CASH UNIT AWARD WILL BE A TAXABLE EVENT AND WILL RESULT IN THE
RECOGNITION BY YOU OF ORDINARY INCOME IN AN AMOUNT EQUAL TO THE FAIR MARKET VALUE OF THE
UNITS THAT BECOME VESTED. ON SUCH DATE WHEN VESTING OCCURS AND AS A CONDITION TO THE CASH
PAID TO YOU, THE COMPANY MUST COLLECT ALL REQUIRED INCOME, SOCIAL AND OTHER PAYROLL TAX
WITHHOLDING FROM YOU BASED UPON SUCH FAIR MARKET VALUE.
 NOTICE TO NON-U.S. RESIDENTS:
  YOU MAY HAVE ADDITIONAL TERMS AND CONDITIONS FOR YOUR AWARD, WHICH ARE DESCRIBED IN EXHIBIT
B TO THIS AGREEMENT. IN ADDITION, IF YOU ARE A TAX RESIDENT OF A COUNTRY OUTSIDE THE U.S.,
YOUR TAX CONSEQUENCES MAY BE DIFFERENT THAN DESCRIBED ABOVE. AS A CONDITION TO THE CASH
PAID TO YOU, THE COMPANY MUST COLLECT ALL REQUIRED INCOME, SOCIAL AND OTHER PAYROLL TAX
WITHHOLDING THAT MAY BE DUE BY REASON OF THE GRANT OR VESTING OF THIS AWARD.
 ADC TELECOMMUNICATIONS, INC.  THREE-YEAR PERFORMANCE-BASED
CASH UNIT AWARD AGREEMENT
  PCU#:
    
    SAP EMPLOYEE ID#:
   1. Grant Date:
 2. Number of Restricted Cash Units Subject to this Award:
 3. Vesting Schedule:
 4. Conversion of Restricted Cash Units and Payment.




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5. Termination of Employment.
  (i)
    
    the date, as determined by the Company, that you are no longer
actively employed by the Company or an Affiliate of the Company, and in the
case of an involuntarily termination, such date shall not be extended by any
notice period mandated under local law (e.g., active employment would not
include a period of garden leave or similar period pursuant to local law); or(ii)
    
    the date, as determined by the Company, that your employer is
no longer an Affiliate of the Company.
   6. Workforce Protection.
 (a)
    
    Seek, encourage, solicit, or attempt to solicit any employee of the Company to
leave the Company for any reason or in any way interfere with the relationship between
any such employee and the Company;(b)
    
    Induce or attempt to induce any employee of the Company to accept employment
with, work for, render services or provide advice to or supply confidential business
information or trade secrets of the Company to any person or entity other than the
Company; or(c)
    
    Employ, or otherwise pay for services rendered by, any employee of the Company
in any other business enterprise.
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7. Right to Units.
 8. Tax Withholding.
   9. Transfer of Award.
 10. Acceleration of Scheduled Vest Date.
  (1)
    
    Change in Control shall mean:
 (i)
    
    a change in control of the Company of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the U.S. Securities Exchange Act of 1934, as amended (the
Exchange Act), whether or not the Company is then subject to such reporting
requirement;(ii)
    
    the public announcement (which, for purposes of this
definition, shall include, without limitation, a report filed pursuant to
Section 13(d) of the Exchange Act) by the Company or any person (as such term
is used in Sections 13(d) and 14(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 or indirectly, of securities of the Company
representing twenty percent (20%) or more of the combined voting power of the
Companys then outstanding securities, determined in accordance with Rule
13d-3, excluding, however, any securities acquired directly from the Company
(other than an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly from the
Company); however, that for purposes of this clause the term person shall not
include the Company, any subsidiary of the Company or any employee benefit plan
of the Company or of any subsidiary of the Company or any entity holding shares
of Common Stock organized, appointed or established for, or pursuant to the
terms of, any such plan;
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(iii)
    
    the Continuing Directors cease to constitute a majority of the
Companys Board of Directors;(iv)
    
    consummation of a reorganization, merger or consolidation of,
or a sale or other disposition of all or substantially all of the assets of,
the Company (a Business Combination), in each case, unless, following such
Business Combination, (A) all or substantially all of the persons who were the
beneficial owners of the Companys outstanding voting securities immediately
prior to such Business Combination beneficially own voting securities of the
corporation resulting from such Business Combination having more than fifty
percent (50%) of the combined voting power of the outstanding voting securities
of such resulting Corporation and (B) at least a majority of the members of the
Board of Directors of the corporation resulting from such Business Combination
were Continuing Directors at the time of the action of the Board of Directors
of the Company approving such Business Combination;(v)
    
    approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company; or(vi)
    
    the majority of the Continuing Directors determine in their
sole and absolute discretion that there has been a change in control of the
Company.(vii)
    
    the definition of Change in Control is subject to changes as
may be determined by the Committee as necessary to comply with the requirements
of Section 409A of the Internal Revenue Code, as added by the American Jobs
Creation Act.
 (2)
    
    Continuing Director shall mean any person who is a member of the Board of
Directors of the Company, while such person is a member of the Board of Directors, who
is not an Acquiring Person (as defined below) or an Affiliate or Associate (as defined
below) of an Acquiring Person, or a representative of an Acquiring Person or of any
such Affiliate or Associate, and who (i) was a member of the Board of Directors on the
date of this Agreement as first written above or (ii) subsequently becomes a member of
the Board of Directors, if such persons initial nomination for election or initial
election to the Board of Directors is recommended or approved by a majority of the
Continuing Directors. For purposes of this subparagraph (b), Acquiring Person shall
mean any person (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) who or which, together with all Affiliates and Associates of such person, is the
beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Company representing twenty percent (20%)
or more of the combined voting power of the Companys then outstanding securities, but
shall not include the Company, any subsidiary of the Company or any employee benefit
plan of the Company or of any subsidiary of the Company or any entity holding shares of
Common Stock organized, appointed or established for, or pursuant to the terms of, any
such plan; and Affiliate and Associate shall have the respective meanings ascribed
to such terms in Rule 12b-2 promulgated under the Exchange Act.(b)
    
    If your employment with your Employer is terminated prior to the Scheduled Vest
Date because of your death or long-term disability, then on your Employment Termination
Date this Award will become immediately vested based on the following formula: (1) (i)
a fraction the numerator of which is the number of calendar days you were actively
employed during the entire vesting period and the denominator of which is 1,095 (the
Pro Rata Fraction) multiplied by (ii) a number equal to 75% of the Target Award
Number, plus (2) (i) the Pro Rata Fraction multiplied by (ii) a number equal to 25% of
the Target Award Number. For example, if you were actively employed for 500 days during
the vesting period, and if this Award covers 100 units, then you would become vested in
45 units (i.e. ((500/1,095) x 100 x 0.75) + (500/1,095) x 100 x 0.25) = 45.6).
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On your Employment Termination Date, the portion of your Award that does not vest
will be forfeited and immediately cancelled. You hereby agree that any
determination that your employment has been terminated because of a long-term
disability shall be
subject to the written acknowledgment and agreement of the Companys legal
department made in its sole discretion.(c)
    
    If your employment with your Employer is terminated prior to the Scheduled Vest
Date because of your Retirement, a Divestiture, a Reduction in Force, or an employment
separation event where you receive notice of opportunity to participate in an ADC
Telecommunications, Inc. severance plan, then a prorated portion of this Award will
vest on the earlier to occur of (i) the Scheduled Vest Date or (ii) a Change of
Control. If a Change in Control does not occur prior to the Scheduled Vest Date, then
this Award will only vest if and to the extent the economic performance criteria set
forth on Exhibit A are deemed satisfied pursuant to and in accordance with the terms of
this Award. Subject to the vesting conditions set forth on Exhibit A, the number of
units subject to vesting will be calculated in the same manner as in (b) above. For
example, if you were actively employed for 500 days during the vesting period, this
Award covers 100 units, the One-Year Adjusted EPS was 92% of the One-Year Adjusted EPS
Target and the Three-Year Adjusted EPS was 117% of the Three-Year Adjusted EPS Target
(as each of those terms is defined in Exhibit A), then you would become vested in 65
units (i.e. ((500/1,095) x (75/2 + (7 x .03333 x 100)) + ((500/1,095) x (25 + (17 x
        .03333 x 100)) = 65.0). On your Employment Termination Date, the portion of your Award
that does become subject to vesting will be forfeited and immediately cancelled.(d)
    
    In the event of your Retirement, any vesting of your Award also will be
conditioned upon you not accepting employment with any Competitor of the Company at any
time on or prior to the sooner of one year after your Employment Termination Date and
the Scheduled Vest Date. Prior to the delivery of any units to you pursuant to Section
4 of this Agreement, the satisfaction of this condition must be evidenced by your
execution of a written representation in a form prepared by, and reasonably acceptable
to, the Company that such condition has been met by you. For the purposes of this
Agreement, the following terms shall have the following meanings:(1)
    
    Retirement shall mean the voluntary termination of your employment with your
Employer if (a) you are employed in a country on your Employment Termination Date that
on the Grant Date was not a member of the European Union and (i) you are at least 55
years old, and (ii) your age in years plus your years of service (as defined by the
Company in its sole discretion for the purposes of this Award) equals at least 65; or
(b) you are employed in a country on your Employment Termination Date that on the Grant
Date was a member of the European Union and you have at least 30 years of service (as
defined by the Company in its sole discretion for the purposes of this Award).(2)
    
    Divestiture shall mean the sale or transfer of the business that employs you
by the Company such that either (i) for any period of time immediately after the moment
the divestiture closes you are an Employee of such business but are no longer employed
by the Company or an Affiliate of the Company, or (ii) there has been an involuntary
termination of your employment with your employer both in connection with and prior to
the closing of the sale or transfer of such business; and(3)
    
    Competitor shall mean any person or entity who is, or is actively planning to
engage in, the design, manufacture, sale, distribution or servicing of any products or
services that are sold in competition with any of the products or services of the
Company and its Affiliates at any time while you are employed by such person or entity.(4)
    
    Reduction in Force means a termination occurring as part of a position
elimination where an offer is made to the impacted employee to participate in ADCs
general reduction in force or redundancy program.
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11. Further Acts.
 12. New, Substituted or Additional Securities.
 13. Severability.
 14. Governing Law.
 15. Limitation on Rights; No Right to Future Grants; Extraordinary Item.
 16. Confidential Information
 (a)
    
    In further consideration of the grant of this Award, the Awardee specifically
acknowledges and agrees that Awardee is bound to protect the Companys confidential
information which includes but is not limited to proprietary information, confidential
data and any other representation of Company knowledge, whether verbal, printed,
written or electronically recorded or transmitted. This includes confidential
information concerning any technologies, concepts, engineering, sales and financial
details, customer names and information, pricing, business strategies and other related
or
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similar confidential data. Awardee acknowledges that the obligation to protect the
Companys confidential information continues after Awardee leaves the Company,
regardless of the reason. Awardee agrees to refrain from giving future employers any
confidential information belonging to the Company. This obligation to preserve
confidential information exists independently of and in addition to any obligation
to which the Awardee is subject under the terms of the Companys Invention,
Copyright and Trade Secret Agreement, or other similar document.(b)
    
    The Awardee acknowledges that breach of this Section 16 would be highly
injurious to the Company, and the Company reserves its rights to pursue all available
remedies, including but not limited to equitable and injunctive relief and damages.
The Awardee specifically agrees that the Company shall be entitled to obtain temporary
and permanent injunctive relief from a court of law to enforce the provisions of this
Section 16, and that such relief may be granted without the necessity of proving actual
damages and without necessity of posting any bond. This provision with respect to
injunctive relief shall not, however, diminish the right of the Company to claim and
recover damages or to seek and obtain any other relief available to it. The Awardee
further acknowledges that this Section 16 shall be enforceable by the Company even if
no portion of this Award becomes vested.
 17. Data Privacy Consent.
  Very truly yours,ADC TELECOMMUNICATIONS, INC.Vice President and General Counsel
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