Exhibit 10.3
 ADC TELECOMMUNICATIONS, INC.
INCENTIVE STOCK OPTION AGREEMENT
 Optionee:
    
    Option Number:Optionee ID:
    
    Plan: GSIP
 
 
 
  Vesting Date
    
    Number of Option Shares
Vesting
    
    Expiration Date
  Optionee
specifically acknowledges that Exhibit A to this Agreement contains an agreement by Optionee not to
solicit employees of the Company or its Affiliates on behalf of any other employer, a data privacy
consent by Optionee and certain other acknowledgements by Optionee.




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DateOPTIONEEDateGovernment/Taxpayer ID#Home Address




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EXHIBIT A
TO THE
ADC TELECOMMUNICATIONS, INC.
INCENTIVE STOCK OPTION AGREEMENT
   1.
    
    Grant of Option
  2.
    
    Duration and Exercisability
 (a)
    
    Subject to early vesting as provided in Section 3 below, this
Option shall vest and become exercisable in accordance with the schedule set forth on
the Agreement. This Option shall in all events terminate seven (7) years after the date
of grant, if not earlier in the event of termination of employment.
 (b)
    
    Notwithstanding the provisions contained in Section 2(a) above, but subject to
the other terms and conditions set forth herein, this Option shall become fully vested
and exercisable on the date of a Change in Control (as hereinafter defined). For
purposes of the Agreement and this Exhibit A to the Agreement, the following terms shall
have the definitions set forth below:
 (i)
    
    Change in Control shall mean:
 (A)
    
    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 Securities Exchange Act of 1934,
as amended (the Exchange Act), whether or not the Company is then
subject to such reporting requirement;(B)
    
    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,




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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;
 (C)
    
    the Continuing Directors cease to constitute a
majority of the Companys Board of Directors;
 (D)
    
    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;
 (E)
    
    approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company; or
 (F)
    
    the majority of the Continuing Directors determine in
their sole and absolute discretion that there has been a change in control
of the Company.
 (G)
    
    The definition of Change in Control is subject to
changes as may be determined by the Compensation Committee of the
Companys Board of Directors as necessary to comply with the requirements
of Section 409A of the Internal Revenue Code, as added by the American
Jobs Creation Act.
 (ii)
    
    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 (x) was a member
of the Board 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 or initial election to the Board of Directors is
recommended or approved by a majority of the Continuing




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Directors. For purposes
of this subparagraph (ii), 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.
 (c)
    
    This Option shall not be assignable or transferable except to a designated
beneficiary (under procedures established by the Company) or by the laws of descent and
distribution in the case of the death of Optionee, and except that for U.S. resident
employees, upon written notice to the Company, U.S. resident employees may transfer this
Option during his or her lifetime to any family member (as such term is used on 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 effected pursuant to a domestic
relations order in settlement of marital property rights, and (ii) this Option held by
such transferees shall continue to be subject to the same terms and conditions
(including restrictions on subsequent transfers) as were applicable to this Option
immediately prior to such transfer. This Option may not be pledged, alienated, attached
or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance
thereof shall be void and unenforceable against the Company or any Affiliate of the
Company.(d)
    
    This Option may be exercised, during the lifetime of Optionee, only by Optionee,
a permitted transferee pursuant to a transfer permitted by Section 2(c) above, or, if
permissible under applicable law, by Optionees or such transferees guardian or legal
representative.
 3.
    
    Effect of Termination of Employment
 (a)
    
    For all purposes of the Agreement and this Exhibit A, the following terms shall
have the following meanings:
 (i)
    
    Employment Termination Date shall mean the earlier of:
 
    
    the date, as determined by the Company, that Optionee is 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
 
    
    the date, as determined by the Company, that Optionees employer is no
longer an Affiliate of the Company.




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(ii) Retirement shall mean the voluntary termination of Optionees employment
with his or her Employer if (a) Optionee is employed in a country on his or her
Employment Termination Date that on the Grant Date was not a member of the European
Union and (i) Optionee is at least 55 years old, and (ii) Optionees age in years
plus years of service (as defined by the Company in its sole discretion for the
purposes of this Option) equals at least 65; or (b) Optionee is employed in a
country on his or her Employment Termination Date that on the Grant Date was a
member of the European Union and Optionee has at least 30 years of service (as
defined by the Company in its sole discretion for the purposes of this Option).(b)
    
    In the event the Optionee ceases to be an employee of the Company or any of its
Affiliates for any reason other than death, long-term disability, or Retirement, then
Optionee shall have the right to exercise the Option at any time within one year after
the Employment Termination Date to the extent of the number of vested shares Optionee
was entitled to purchase under the Option on the Employment Termination Date, subject
to the condition that no Option shall be exercisable after the Expiration Date.(c)
    
    In the event the Optionee dies while an employee of the Company or any of its
Affiliates or within three months after the Employment Termination Date or suffers a
long-term disability, this Option shall become fully vested and exercisable. The
Option may then be exercised at any time within one year after Optionees death or
long-term disability by the executors or administrators of Optionee, by any person or
persons to whom the Option is transferred by the prior designation of a beneficiary or
the applicable laws of descent and distribution, or by the Optionee, as the case may
be. Any determination that Optionees 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.(d)
    
    In the event of the Retirement of the Optionee, then this Option shall continue
to vest according to the schedule set forth on the Agreement. Optionee shall then
have the right to exercise this Option for a period of time following the Employment
Termination Date until the earlier to occur of (1) the Expiration Date and (2) the five
year anniversary of the Employment Termination Date. In the event of
Optionees Retirement, the vesting of this Option is conditioned upon Optionee
complying with the following non-competition restrictions: For one year following the
effective date of Optionees Retirement from the Company, Optionee may not, without the
Companys prior written consent, directly or indirectly, for himself or herself or any
other person or entity, as agent, employee, officer, director, consultant, owner,
principal, partner or material shareholder, or in any other individual or
representative capacity: (i) engage in or participate in any activity that competes,
directly or indirectly, with any Company business, product or service that Optionee
engaged in, participated in, or had confidential information (as described below) about
during Optionees employment or (ii) assist anyone in engaging in any of the activities
which Optionee is prohibited from engaging in directly in his or her own capacity.
Optionee specifically agrees and acknowledges that the Companys business competes on a
global basis and that this restriction is reasonable and will
apply throughout the global locations where the Company conducts business. To the
extent Optionee and the Company at any time agree to enter into




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separate agreements
containing restrictions with different or inconsistent terms than those herein,
Optionee and the Company acknowledge and agree that such different or inconsistent
terms shall not in any way affect or have relevance to the restrictions contained
herein. By accepting this Option, Optionee agrees that the provisions of this
non-competition restriction are reasonable and necessary to protect the legitimate
interests of the Company.(e)
    
    No further vesting of this Option shall occur after the Employment Termination
Date, and this Option shall be exercisable in accordance with this Section 3 following
the Employment Termination Date only to the extent that it is exercisable on the
Employment Termination Date, pursuant to the vesting schedule set forth in the
Agreement and Section 2 hereof.
 4. Manner of Exercise
  5. Adjustments
  6. Responsibility for Taxes




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7.
    
    Workforce ProtectionThe Optionee understands that the Company has an important business
interest in preserving and retaining its relationships with its employees and its
Affiliates employees (collectively, the Covered Employees). In consideration of
Optionees employment with the Company and/or this agreement, during the term of Optionees
employment and for one year thereafter, the Optionee promises that Optionee will not directly
or indirectly or in cooperation with others:




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8. Confidential Information
 (a)
    
    In further consideration of the grant of the Option, the Optionee specifically
acknowledges and agrees that Optionee 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 similar confidential data. Optionee acknowledges that the obligation to protect the
Companys confidential information continues after Optionee leaves the Company,
regardless of the reason. Optionee 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 Optionee is subject under the terms of the Companys Invention, Copyright and
Trade Secret Agreement, or other similar document.(b)
    
    The Optionee acknowledges that breach of this Section 8 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 Optionee 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 8, 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 Optionee
further acknowledges that this Section 8 shall be enforceable by the Company even if no
portion of the Option becomes vested and exercisable.
 9. Data Privacy Consent




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10. Nature of Grant
  (a)
    
    The Plan is established voluntarily by the Company, it is discretionary in
nature and it may be modified, suspended or terminated by the Company at any time, as
provided in the Plan and this Agreement. The Option is subject in all respects to the
terms and conditions of the Plan and this Agreement.(b)
    
    The grant of the Option is voluntary and occasional and does not create any
contractual or other right to receive future grants of options, or benefits in lieu of
options, even if options have been granted repeatedly in the past.(c)
    
    All decisions with respect to future option grants, if any, will be at the sole
discretion of the Company.(d)
    
    Optionees participation in the Plan shall not create a right to further
employment with the Company or any of its Affiliates and shall not interfere with the
ability of the Company or its Affiliates to terminate Optionees employment
relationship at any time with or without cause.(e)
    
    Optionee is voluntarily participating in the Plan.(f)
    
    The Option is an extraordinary item that does not constitute compensation of
any kind for services of any kind rendered to the Company or the Employer, and is
outside the scope of Optionees employment contract, if any.(g)
    
    The Option is not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards, pension
or retirement benefits or similar payments.(h)
    
    In the event that Optionee is not an employee of the Company, the Option grant
will not be interpreted to form an employment contract or relationship with the
Company; and furthermore, the Option grant will not be interpreted to form an
employment contract with any Affiliate of the Company.(i)
    
    The future value of the underlying shares is unknown and cannot be predicted
with certainty.




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(j)
    
    If the underlying shares do not increase in value, the Option will have no
value.(k)
    
    If Optionee exercises the Option and obtains shares, the value of those shares
acquired upon exercise may increase or decrease in value, even below the exercise
price.(l)
    
    No claim or entitlement to compensation or damages arises from termination of
the Option or diminution in value of the Option or shares purchased through exercise of
the Option which results from the termination of Optionees employment by the Company
or the Employer (for any reason and regardless of whether in breach of contract), and
Optionee irrevocably releases the Company and its Affiliates from any such claim that
may arise; if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, Optionee shall be deemed irrevocably to have
waived his/her entitlement to pursue such claim.(m)
    
    Optionee consents to the delivery by electronic means of any documents related
to the Option, the Plan or future options that may be granted under the Plan.
 11. Miscellaneous
 (a)
    
    Optionee shall have none of the rights of a shareholder with respect to shares
subject to this Option until such shares shall have been issued upon exercise of this
Option.(b)
    
    This Agreement shall be governed by and construed in accordance with the
domestic laws of the State of Minnesota without giving effect to any choice or
conflict of law provision or rule (whether of the State of Minnesota or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other
than the State of Minnesota. The Company and the Optionee submit to the jurisdiction
of any state or federal court sitting in Minneapolis, Minnesota, in any action or
proceeding arising out of or relating to this Agreement, and agree that all claims in
respect of the action or proceeding may be heard and determined in any such court.
Each of the Company and the Optionee also agrees not to bring any action or proceeding
arising out of or relating to this Agreement in any other court. Each of the Company
and the Optionee waives any defense of inconvenient forum to the maintenance of any
action or proceeding so brought and waives any bond, surety, or other security that
might be required of the other party with respect thereto. The Company and the
Optionee agree that a final judgment in any action or proceeding so brought shall be
conclusive and may be enforced by suit on the judgment or in any other manner provided
by law or in equity.(c)
    
    To the extent any provision of this Agreement shall be determined by any court
to be invalid or unenforceable in any jurisdiction, such provision shall be deemed to
be deleted from this Agreement, and the validity and enforceability of the remainder of
such provision and of this Agreement shall be unaffected.
In furtherance of and not in limitation of the foregoing, the Optionee expressly
agrees that should the duration of, geographical extent of, or




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business activities
covered by Section 7 of this Agreement be in excess of that which is valid or
enforceable under applicable law, then such provision shall be construed to cover
only that duration, extent or activities that may validly or enforceably be covered.
The Optionee expressly stipulates that this Agreement shall be construed in a
manner that renders its provisions valid and enforceable to the maximum extent (not
exceeding its express terms) possible under applicable law.(d)
    
    If Optionee has received this Agreement or any other document related to the
Plan translated into a language other than English and if the translated version is
different than the English version, the English version will control.