**Exhibit10-c**

 

**ADCTELECOMMUNICATIONS, INC.**

** **

**RESTRICTEDSTOCK UNIT AWARD AGREEMENT**

**(NonemployeeDirector – Director Compensation Plan)**

 

TO:              <<Participant>>

 

Youhave been granted this restricted stock unit award (the “Award”) of ADCTelecommunications, Inc. (the “Company”) pursuant to the Company’s Global StockIncentive Plan (the “Plan”) by reason of your election to exchange directorfees for this Award under the Company’s Compensation Plan for NonemployeeDirectors.  The Award represents theright to receive shares of Common Stock of the Company subject to thefulfillment of the vesting conditions set forth in this agreement (this“Agreement”).

 

Theterms of the Award are as set forth in this Agreement and in the Plan.  The Plan is incorporated into this Agreementby reference, which means that this Agreement is limited by and subject to theexpress terms and provisions of the Plan. In the event of a conflict between the terms of this Agreement and theterms of the Plan, the terms of the Plan shall control.  Capitalized terms that are not defined inthis Agreement have the meanings given to them in the Plan.  The terms of the Award are asfollows:

 

**1.             Grant Date:**                               

 

**2.             Number of Restricted Stock UnitsSubject to this Award:                          **

 

**3.             Vesting Date:** January 1 of the year immediately following the year in which the  Grant Date occurs.  No Shares shall be distributed on the Vesting Date.  Shares will be distributed pursuant toSection 4 hereof.

 

**4.             Conversionof Restricted Stock Units and Issuance of Shares.** Subject to your continued service as a director until the Vesting Date,you shall receive, in accordance with the terms and provisions of the Plan andthis Agreement, one share of Common Stock for each restricted stock unit on theearliest practicable date (as determined by the Company) following yourretirement, resignation or removal as a director of the Company.

 

**5.             Cessation of Service as a Director.**  Ifyou cease to be a director of the Company at any time prior to the VestingDate, all restricted stock units that are subject to this Award shall beforfeited and cancelled.

 

**6.             Right toShares; Dividends.**  You shallnot have any right in, to or with respect to any of the Shares (including anyvoting rights issuable under the Award) until the Award is settled by theissuance of Shares to you. Notwithstanding the foregoing, if the Company declares and pays cashdividends on it Shares, you will be entitled to receive such cash dividends inthe form of Dividend Equivalents at the same rate and at the same time as suchcash dividends are paid with respect to Shares.

 

**8.            ****Transfer of Award.**  Yourrights under the Award may not be sold, assigned, transferred, pledged ordisposed of in any way, except by will or by the laws of descent anddistribution, without the prior written consent of the Company.

 

**9.             Acceleration of Vesting Date.**  In the event of a “Change in Control” of theCompany prior to the Vesting Date, the Vesting Date shall be accelerated to theeffective

 

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date of such Change in Control.  The distribution date set forth in Section 4hereof shall not be effected by such Change in Control.  For purposes of this Agreement, the followingterms shall have the definitions set forth below:

 

(a)           “Change in Control” shall mean:

 

(i)                                     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”), whetheror not the Company is then subject to such reporting requirement;

 

(ii)                                  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 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;

 

(iii)                               the Continuing Directorscease to constitute a majority of the Company’s Board of Directors;

 

(iv)                              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;

 

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

 

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

 

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(b)                                 “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 (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, isthe “beneficial owner” (as defined in Rule 13d-3 promulgated under the ExchangeAct), directly or indirectly, of securities of the Company representing 20% ormore of the combined voting power of the Company’s then outstanding securities,but shall not include the Company, any subsidiary of the Company or anyemployee benefit plan of the Company or of any subsidiary of the Company or anyentity 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-2promulgated under the Exchange Act.

 

**9.****                                      FurtherActs. **You agree to execute and deliver any additional documents and to performany other acts necessary to give full force and effect to the terms of thisAgreement.

 

**10.****                               New,Substituted or Additional Securities. **Inthe event of any stock dividend, stock split or consolidation or any likecapital adjustment of any of the outstanding securities of the Company, allnew, substituted or additional securities or other property to which you becomeentitled by reason of the Award shall be subject to forfeiture to the Companywith the same force and effect as is the Award immediately prior to such event.

 

**11.****                               Severability. **In the event that any provision of thisAgreement is deemed to be invalid or unenforceable, the remaining provisions shallnevertheless remain in full force and effect without being impaired orinvalidated in any way.

 

**12.****                               GoverningLaw. **This Agreement shall begoverned by and construed in accordance with the laws of the State of Minnesotawithout regard to conflict of laws principles.

 

**13.****                               Limitationon Rights; No Right to Future Grants; Extraordinary Item.**  Byentering into this Agreement and accepting the Award, you acknowledge that:(a) the Plan is discretionary and may be modified, suspended or terminatedby the Company at any time as provided in the Plan; (b) the grant of theAward is a one-time benefit and does not create any contractual or other rightto receive future grants of awards or benefits in lieu of awards; (c) alldeterminations with respect to any such future grants, including, but notlimited to, the times when awards will be granted, the number of Shares subjectto each award, the award price, if any, and the time or times when each awardwill be settled, will be at the sole discretion of the Company; (d) yourparticipation in the Plan is voluntary; (e)  the future value of theCommon Stock subject to the Award is unknown and cannot be predicted withcertainty, and (f) neither the Plan, the Award nor the issuance of theShares confers upon you any right to continue as a director of the Company, nordo they limit in any respect the right of the Company to terminate yourrelationship with the Company at any time.

 

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**14.          Executionof Award Agreement.**  Please acknowledge your acceptance of theterms and conditions of the Award by signing one copy of this Agreement andreturning it to the address indicated below. If you have not notified the Company of your rejection of the Awardwithin thirty (30) days after your receipt of this Agreement, you will haveconsented to all of the terms and provisions hereof.

 

 
|   | ADC TELECOMMUNICATIONS,  INC. |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   | By:                           |   |
|   | Name:                         |   |
|   | Title:                        |   |
|        |                               |  |  |  |

 

 

**ACCEPTANCE AND ACKNOWLEDGMENT**

 

I accept theRestricted Stock Unit Award described in this Agreement and in the Plan, andacknowledge receipt of a copy of this Agreement, the Plan and the applicablePlan Summary, and acknowledge that I have read them carefully and that I fullyunderstand their contents.

 

 
| Dated:                         |                            |   |   |
|--------------------------------|---------------------------------|--------|--------|
|                           |                            |
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|                           |                            |
|                           | **<<Participant>>** |
|                           |                            |
| Return to:                     |                            |
|                           |                            |
| ADC Telecommunications,  Inc.  |                            |
| Office of the General  Counsel |                            |
| P.O. Box 1101                  |                            |
| Minneapolis, MN 55440-1101     |                            |
| Fax:  952-917-0893        |                            |

 

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