**Exhibit10-h**

 

**ADCEXECUTIVE STOCK OWNERSHIP POLICY****FOR SECTION 16 OFFICERS(Effective January 1, 2004)**

 

 

## **Overview**

 

ADC executives that aredesignated by ADC as reporting officers under Section 16 of the SecuritiesExchange Act of 1934 (“Section 16 Officers”) are generally the most seniorexecutives of ADC.  As such, ADCbelieves that it is important for them to build and maintain a long-termownership position in ADC stock to strengthen their financial alignment withshareholders’ interests. The ADC Executive Stock Ownership Policy for Section16 Officers specifies target ownership levels of ADC common stock for eachparticipant. This policy replaces the previous program (“The ADC ExecutiveStock Ownership Policy” as last modified in February 2002).  The program consists of three corecomponents.  The first is a statement oftargeted ownership, expressed as a fixed number of shares of ADC commonstock.  The second is a means of progressingtoward the targeted ownership: a holding requirement imposed on a portion ofexercised stock options or full-value grants of stock provided by ADC unlessthe ownership target is satisfied.  Thethird is a prohibition against certain stock transactions that would mitigatethe desired financial alignment with shareholders’ interests and could alsoraise certain legal risks associated with these types of transactions.

 

#### **Participation and Effective Date**

 

All Section 16 Officersare subject to this policy.  This policyis effective as of January 1, 2004, and the holding requirements set forthherein will apply to any and all grants of stock options or full value grantsmade on or after January 1, 2004, provided such grant was made while anexecutive was a Section 16 Officer.  Forpurposes of this policy “full-value grants” includes all grants or awards ofshares of restricted stock, restricted stock units, performance shares, orperformance share units.  These are allgrants or potential grants of ADC common stock or the right to receive ADC commonstock, without payment of monetary consideration to ADC, that are madecontingent on either continued employment over a period of time or theachievement of specified performance levels. Section 16 Officers will remain subject to the holding requirementsunder this policy for so long as they remain Section 16 Officers of ADC, unlessthis policy is expressly terminated.

 

#### **Ownership Targets**

 

Theownership target is expressed as a fixed number of shares, based on the salarygrade of the Section 16 Officer.  Exceptfor adjustments necessary to reflect any stock splits or similar non-economicevents, these numbers of shares will remain constant until the salary grade ofthe Section 16 Officer’s position changes or the Compensation Committee of theBoard changes the targeted level of ownership. Although the Compensation Committee reserves the right to change thetargeted number of shares, we do not expect frequent changes to the targets.

 

Thetarget ownership levels are as follows:

 
| **Position/Grade** |   | **Number of Shares** |   |
|--------------------|--------|----------------------|--------|
| CEO                |   | 860,000              |   |
| Grade 25           |   | 210,000              |   |
| Grade 24           |   | 190,000              |   |
| Grade 23           |   | 170,000              |   |
| Grade 22           |   | 120,000              |   |
| Grade 21           |   | 105,000              |   |
| Grade 20           |   | 95,000               |   |

 

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### **Measurementof Ownership Targets and Achievement**

 

For purposes of thispolicy “ownership” is defined as any shares deemed as beneficially owned for purposesof Section 16 reporting, excluding however any shares that are not yet vested,even if they are deemed to be beneficially owned for Section 16 reportingpurposes. Included within this definition would be ADC common stock acquiredand currently held through open market purchases, the 401(k), 401(k) Excess andSupplemental Retirement Plans, employee stock purchase plan holdings, retainedshares from stock option exercises, and vested shares from full-valuegrants.  Shares owned or credited in anyform not recognized for Section 16 reporting will not be counted for purposesof this program.

 

**StockHolding Requirement**

 

ADC does not expect orrequire Section 16 Officers to engage in extraordinary out-of-pocket investmenttransactions to meet these ownership targets. Rather, the ownership obligationsof Section 16 Officers are limited to complying with certain holdingrequirements as applied to the stock option grants and full-value grants thatthey are awarded on or after January 1, 2004. Grants made prior to the time an individual becomes a Section 16 Officerare not subject to this holding requirement, even if they were made on or afterJanuary 1, 2004.

 

For full-value grantssubject to the holding requirement, the Section 16 Officer must hold at least 50%of all vested shares remaining after withholding or sale of vested shares tocover the cost of withholding taxes. For stock options subject to the holding requirement, the Section 16Officer must hold at least 50% of all the exercised options after thewithholding or sale of shares to cover the exercise price and the withholdingtaxes related to the option exercise. Once the net ownership target is achieved, this holding requirement willnot apply to the extent that the sale of shares would still result in a netownership position that equals or exceeds the ownership target.

 

**ProhibitedTransactions**

 

In furtherance of theobjectives of this Policy, and in addition to prohibitions under the Federalsecurities laws, Section 16 Officers are prohibited from purchasing, selling orwriting any exchange-traded call and put options that have Company stock astheir underlying security.  In addition,Section 16 Officers may not engage in any hedging transaction on Company stockthat they beneficially own, including but not limited to “forward contracts,”“collars,” “equity swaps,” or “straddles.”

 

**NoCompensation for Achieving the Ownership Target; No Entitlement to ReceiveGrants**

 

The Section 16 Officerwill obtain no additional compensation or reward for achieving the targetedownership level.  In addition, ADC doesnot make any commitment to any persons covered by this policy that they willreceive any particular level of stock option grants or full-value grants.  While no Section 16 Officer has anyentitlement to receive any such grants, if a grant is made, it will be subjectto the requirements of this policy.

 

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**Administration**

 

Annually in October, ADCwill tally each Section 16 Officer’s ownership position and report it to themin conjunction with this ownership policy. This tally will also be available to each Section 16 Officer uponrequest.  Each Section 16 Officer isresponsible for promptly bringing to ADC’s attention any discrepancy betweenADC’s records and any records maintained by the executive with respect to hisor her ownership position.

 

Each Section 16 Officershall be required to sign a certificate that they understand this policy andwill comply with its terms.  A copy ofthis certificate is attached to this document as “Exhibit A.”

 

## **Amendmentand Termination**

 

ADC reserves the right toterminate or amend this program at any time. This program is not a contract of employment or compensation orguarantee thereof.

 

Attachment:  Exhibit A

 

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**ExhibitA**

 

 

**CERTIFICATE**

**FOR**

**ADC EXECUTIVE STOCK OWNERSHIP POLICY**

**FOR SECTION 16 OFFICERS**

 

 

I, the undersignedSection 16 Officer of ADC, understand and acknowledge that I have received acopy of the ADC Executive Stock Ownership Policy for Section 16 Officerseffective January 1, 2004, and that I will comply with the terms andrequirements of such policy.

 

This Certificate wasacknowledged and signed on the date indicated below.

 

 
| Date   |   |         | By     |   |
|--------|--------|--------------|--------|--------|
|   |   |         |
|   |   | Printed Name |   |
|   |   |         |
|   |   | Title        |   |
|        |        |              |        |        |  |  |

 

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