**Exhibit10-g**

 

**ADCTELECOMMUNICATIONS, INC.**

**NONQUALIFIEDSTOCK OPTION AGREEMENT**

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

 

ThisNonqualified Stock Option Agreement (the “Agreement”) is entered into effective«Effective_Date» by and between ADC Telecommunications, Inc., a Minnesotacorporation, (the “Company”), and the above-identified Optionee pursuant to theCompany’s Global Stock Incentive Plan (the “Plan”).

 

Effectivethe date written above, the Optionee has been granted an option (the “Option”)to purchase all or any part of an aggregate of «SHARES_GRANTED» shares ofcommon stock, par value US$.20 per share, of the Company (the “Common Stock”)at the price of US$«OPTION_PRICE» per share subject to the terms and conditionsset forth herein, the Plan and Exhibits A and B to this Agreement.  This Option is not intended to be anincentive stock option within the meaning of Section 422 of the InternalRevenue Code of 1986, as amended (the “Code”).

 

Thetotal aggregate purchase price for all of the shares purchasable under thisOption is US$«Total_option_price».

 

Subjectto the terms and conditions of this Agreement, Exhibits A and B to thisAgreement 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** |
|------------------|--------|--------------------------------------|--------|---------------------|
|             |   |                                 |   |                |

 

Subjectto the provisions of the Plan and Exhibits A and B, the Optionee must beactively employed by the Company or any of its Affiliates on each Vesting Datefor vesting to occur.  Termination ofemployment after a Vesting Date may accelerate the Expiration Date (see termsof the Plan and Exhibits A and B).

 

Optioneeand the Company agree that these Options are granted under and governed by theterms and conditions of this Agreement, Exhibits A and B to this Agreement, andthe Plan.  Each of these documents and aProspectus related to shares covered by the Plan has been provided toOptionee.  **Optionee specifically acknowledges that Exhibit A to this Agreementcontains an agreement by Optionee not to solicit employees of the Company or itsAffiliates on behalf of any other employer, a data privacy consent by Optioneeand certain other acknowledgements by Optionee.  In addition, Optionee acknowledges that Exhibit B includescountry-specific terms which apply to the Option.**

 

Optioneeacknowledges that this Option is subject to the ongoing discretionary authorityof the Company to determine: (i) the permissible manner of exercise of theOption (including but not limited to the authority of the Company to require amandatory cashless exercise); (ii) the permissible timing of exercise of theOption; and (iii) any other restrictions that the

 

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Companydeems necessary and advisable, including but not limited to restrictionspertaining to applicable law.  Optioneefurther acknowledges that in the event the Optionee chooses to effect asimultaneous exercise and sale of all or a portion of the shares that aresubject to this Option, neither the Company nor its third party stock optionadministrator will guarantee any particular market price for the sale of theshares, nor shall the Company or its third party administrator be responsiblefor any failure to obtain any particular market price due to delays in theexercise of this Option or any other reason.

 
| ADC  TELECOMMUNICATIONS, 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 AND RETURN THIS AGREEMENT TOTHE COMPANY AT THE ADDRESS LISTED BELOW. IF THIS AGREEMENT IS NOT SIGNED AND RETURNED WITHIN SIXTY (60) DAYS FROMTHE DATE OF MAILING THIS AGREEMENT, THIS OPTION SHALL BE VOID AND HAVE NO FORCEOR EFFECT.**

 

PostalMail:

ADC

Attn:  HR Stock Compensation, MS 56

P.O.Box 1101

Minneapolis,MN 55440-1101 USA

 

ExpressMail:

ADC

Attn:  HR Stock Compensation, MS 56

13625Technology Drive

EdenPrairie, MN 55344 USA

 

Forquestions regarding this Option, please contact ADC’s HR Stock CompensationGroup as follows:

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

 

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| Telephone: | 952-917-0576             |
|------------|--------------------------|
|       | 800-366-3889  ext. 70576 |

 

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**EXHIBIT A**

**TOTHE**

**ADCTELECOMMUNICATIONS, INC.**

**NONQUALIFIEDSTOCK OPTION AGREEMENT**

 

ThisExhibit A is part of and incorporated by reference into the Nonqualified StockOption Agreement (the “Agreement”) issued by ADC Telecommunications, Inc. (the“Company”) pursuant to the Company’s Global Stock Incentive Plan (the “Plan”).

 

Unlessotherwise defined herein, capitalized terms shall have the meaning given suchterm in the Agreement.

 

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

 

Referto the Agreement for a description of the Option grants, including the totalnumber of shares of Common Stock covered by this Option, the exercise price pershare, and the schedule for vesting. This Option is not intended to be an incentive stock option within themeaning of Section 422 of the U.S. Internal Revenue Code.

 

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

 

(a)                                  ThisOption shall vest and become exercisable in accordance with theschedule set forth on the Agreement. This Option shall in all events terminate ten (10) years after the dateof grant, if not earlier in the event of termination of employment.

 

(b)                                 Notwithstandingthe provisions contained in Section 2(a) above, but subject to the otherterms and conditions set forth herein, this Option shall become fully vestedand exercisable on the date of a “Change in Control” (as hereinafterdefined).  For purposes of the Agreementand this Exhibit A to the Agreement, the following terms shall have thedefinitions set forth 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 14Apromulgated under the Securities Exchange Act of 1934, as amended (the“Exchange Act”), whether or not the Company is then subject to such reportingrequirement;

 

(B)                                thepublic announcement (which, for purposes of this definition, shall include,without limitation, a report filed pursuant to Section 13(d) of theExchange Act) by the Company or any “person” (as such term is used in Sections13(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 ExchangeAct), directly or indirectly, of securities of the Company representing 20% ormore of the combined voting power of the Company’s then outstanding securities,determined in accordance with Rule 13d-3, excluding, however, any securitiesacquired directly from the Company (other than an acquisition by virtue of theexercise of a conversion privilege unless the security being so converted wasitself acquired directly from the Company); however, that for purposes of thisclause the term “person” shall not include the Company, any subsidiary of theCompany or any employee benefit plan of the Company or of any subsidiary of theCompany or any entity

 

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holding shares of CommonStock organized, appointed or established for, or pursuant to the terms of, anysuch 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 subsidiary ofthe Company or any entity holding shares of Common Stock organized, appointedor established for, or pursuant to the terms of, any such plan; and “Affiliate”and “Associate” shall have the respective meanings ascribed to such terms inRule 12b-2 promulgated under the Exchange Act.

 

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(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 suchtransferee’s guardian or legal representative.

 

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

 

(a)                                              Forall purposes of the Agreement and this Exhibit A, the term “Employment TerminationDate” 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 Employment TerminationDate to the extent of the number of vested shares Optionee was entitled topurchase under the Option on the Employment Termination Date, subject to thecondition 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 death bythe executors or administrators of Optionee, or by any person or persons towhom the Option is transferred by the prior designation of a beneficiary or theapplicable laws of descent and distribution, to the extent of the number ofvested shares Optionee was entitled to purchase under the

 

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Option on the date ofdeath, subject to the condition that no Option shall be exercisable after theExpiration Date.

 

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

 

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

 

TheOption can be exercised only by Optionee or other proper party within theoption period by notice to the Company or the Company’s third-party stockoption administrator (UBS PaineWebber Inc. as of the date of this grant) in aform specified by the Company or such third-party stock option administrator,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**

 

IfOptionee exercises all or any portion of the Option subsequent to any change inthe number or character of the Common Stock (through stock dividend, recapitalization,stock split, reverse stock split, reorganization, merger, consolidation,split-up, spin-off, combination, repurchase or exchange of shares of CommonStock or other securities of the Company, issuance of warrants or other rightsto purchase shares of Common Stock or other securities of the Company or othersimilar corporate transaction or event affecting the Common Stock such that anadjustment is determined by the Committee to be appropriate in order to preventdilution or enlargement of the Option), Optionee shall then receive for theaggregate price paid by him or her on such exercise of the Option, the numberand type of securities or other consideration which he would have received ifsuch Option had been exercised prior to the event changing the number orcharacter of outstanding shares.

 

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

 

Regardlessof any action taken by the Company or Optionee’s employer (the “Employer”) withrespect to any or all income tax, social insurance, payroll tax, payment onaccount or other tax-related withholding (“Tax-Related Items”), Optioneeacknowledges that the ultimate liability for all Tax-Related Items is andremains 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.

 

Priorto exercise of the Option, Optionee shall pay or make adequate arrangementssatisfactory to the Company and/or the Employer to satisfy all withholding andpayment on account obligations of the Company and/or the Employer.  In this regard, Optionee authorizes theCompany and/or the Employer to withhold all applicable Tax-Related Itemslegally payable by Optionee from Optionee’s wages or other cash compensationpaid to Optionee by the Company and/or the Employer or from proceeds of thesale of the shares.  Alternatively, orin addition, if permissible under local law, the Company may (i) sell or

 

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arrangefor the sale of shares that Optionee acquires to meet the withholdingobligation for Tax-Related Items, and/or (ii) withhold in shares, provided thatthe Company only withholds the amount of shares necessary to satisfy theminimum withholding amount.  Finally,Optionee shall pay to the Company or the Employer any amount of Tax-RelatedItems that the Company or the Employer may be required to withhold as a resultof Optionee’s participation in the Plan or Optionee’s purchase of shares thatcannot 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 highlyinjurious to the Company, and the Company reserves its rights to pursue allavailable remedies, including but not limited to equitable and injunctiverelief and damages.  The Optioneespecifically agrees that the Company shall be entitled to obtain temporary andpermanent injunctive relief from a court of law to enforce the provisions ofthis Section 7, and that such relief may be granted without the necessityof proving actual damages and without necessity of posting any bond.  This provision with respect to injunctiverelief shall not, however, diminish the right of the Company to claim andrecover damages or to seek and obtain any other relief available to it.  The Optionee further acknowledges that thisSection 7 shall be enforceable by the Company even if no portion of theOption becomes vested and exercisable.

 

**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.

 

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 that

 

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Data may be transferred to any third partiesassisting in the implementation, administration and management of the Plan,that these recipients may be located in Optionee’s country or elsewhere, andthat the recipient’s country may have different data privacy laws andprotections than Optionee’s country. Optionee understands that Optionee may request a list with the names andaddresses of any potential recipients of the Data by contacting ADC’s HR StockCompensation Group.  Optionee authorizesthe recipients to receive, possess, use, retain and transfer the Data, inelectronic or other form, for the purposes of implementing, administering andmanaging Optionee’s participation in the Plan, including any requisite transferof such Data as may be required to a broker or other third party with whomOptionee may elect to deposit any shares of stock acquired upon exercise of theOption.  Optionee understands that Datawill be held only as long as is necessary to implement, administer and manageOptionee’s participation in the Plan and that Optionee may, at any time, viewData, request additional information about the storage and processing of Data,require any necessary amendments to Data or refuse or withdraw the consentsherein, in any case without cost, by contacting in writing ADC’s HR StockCompensation Group.  Optioneeunderstands, however, that refusing or withdrawing his or her consent mayaffect Optionee’s ability to participate in the Plan.  For more information on the consequences of Optionee’s refusal toconsent or withdrawal of consent, Optionee may contact ADC’s HR StockCompensation Group.

 

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

 

In accepting 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 the Plan.

 

(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 or similarpayments.

 

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(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 or damagesarises from termination of the Option or diminution in value of the Option orshares purchased through exercise of the Option which results from thetermination of Optionee’s employment by the Company or the Employer (for anyreason 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 Company and the Optionee alsoagrees not to bring any action or proceeding arising out of or relating to thisAgreement in any other court.  Each ofthe Company and the Optionee waives any defense of inconvenient forum to themaintenance of any action or proceeding so brought and waives any bond, surety,or other security that might be required of the other party with respectthereto.  The Company and the Optioneeagree that a final judgment in any action or proceeding so brought shall beconclusive and may be enforced by suit on the judgment or in any other mannerprovided by law or in equity.

 

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(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 ofthis Agreement be in excess of that which is valid or enforceable underapplicable law, then such provision shall be construed to cover only thatduration, extent or 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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**EXHIBITBTO THEADC TELECOMMUNICATIONS, INC.NONQUALIFIED STOCK OPTION AGREEMENT**

 

IfOptionee is resident in any country named below, his/her Option grant issubject to the further terms provided below for that country.  These terms are in addition to the termsstated in the Agreement and Exhibit A to the Agreement.

 

### **Argentina**

### ** **

Thebenefits received under the Plan, if any, do not accrue on a monthly basis andwill not be granted on a regular or monthly basis.  In addition, the Option is granted by Company on behalf of thelocal employer.

 

The Option grantedpursuant to the Plan, and the shares which may be purchased upon exercise ofthe Option, are offered in a private transaction and are not subject to thesupervision of any Argentine governmental authority.  This is not an offer to the public.

 

Pleasenote that exchange controls in Argentina are currently in a state of flux.  Therefore, Optionee should consult withhis/her legal advisor regarding any approval or reporting obligations thatOptionee may have with respect to the exercise of options, the ownership of foreignshares and/or the receipt of cash payments from abroad.

 

### **Australia**

### ** **

Optionee’sOption is granted pursuant to the Australian Addendum which is an addendum tothe Plan, and therefore, Optionee’s Option is subject to the terms andconditions as stated in the Australian Addendum, the Plan, the Agreement andExhibits A and B to the Agreement.

 

### **Belgium**

### ** **

Optioneemust accept the Option within 60 days after this Agreement is distributed tohim/her.  Failure to do so will resultin forfeiture of the Option.  In orderto properly accept, Optionee must sign the Acceptance Form and return it toADC’s HR Stock Option Group (at the address specified in the Agreement) within60 days of the offer date specified in Optionee’s offer letter.  If Optionee’s Option is forfeited, he/shewill not be entitled to any payment or compensation in lieu of the Option.

 

Optioneeis required to report any security or bank account maintained outside ofBelgium on his/her annual tax return.

 

### **Brazil**

### ** **

Due toexchange control restrictions in Brazil, Optionee must exercise the Optionusing the cashless sell-all method of exercise.  Pursuant to a cashless sell-all exercise, Optionee will authorizethe stockbroker to sell all the shares that he/she is entitled to at exerciseand remit the sale proceeds less the exercise price, broker’s fees and anyapplicable taxes to Optionee in cash.

 

Byaccepting this Option, Optionee acknowledges that he/she agrees to comply withapplicable Brazilian laws and pay any and all applicable taxes associated withthe exercise of

 

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theOption, sale of shares obtained pursuant to exercise of the Option.

 

**Canada (Quebec only)**

 

Theparties acknowledge that it is their express wish that this Agreement, as wellas all documents, notices and legal proceeds entered into, given or institutedpursuant hereto or relating directly or indirectly hereto, be provided to themin English.

 

Lesparties reconnaissent avoir exigé la rédaction en anglais de cette convention,ainsi que de tous documents exécutés, avis donnés et procédures judiciariesintentées, directement ou indirectement, relativement à ou suite à la présenteconvention.

 

**Canada (all provinces)**

 

Optioneeis permitted to sell shares acquired upon exercise of the Option through thedesignated broker appointed by the Company provided the resale of shares takesplace outside of Canada through the facilitates of the stock exchange which theshares are listed.  Currently, theCompany’s shares are listed on NASDAQ.

 

### **China**

### ** **

Due tolegal restrictions in China, Optionee must exercise the Option using thecashless sell-all method of exercise. Pursuant to a cashless sell-all exercise, Optionee will authorize thestockbroker to sell all the shares that he/she is entitled to at exercise andremit the sale proceeds less the exercise price, broker’s fees and anyapplicable taxes to Optionee in cash.

 

### **France**

### ** **

Optioneemay hold shares purchased under the Option outside of France provided he/shedeclares all foreign accounts, whether open, current, or closed, in his/herincome tax return.  Optionee must alsodeclare to the customs and excise authorities any cash or securities he/sheimports or exports without the use of a financial institution when the value ofthe cash or securities is equal to or exceeds €7,600.

 

### **Germany**

### ** **

Cross-borderpayments in excess of €12,500 must be reported monthly.  If Optionee uses a German bank to transfer across-border payment in excess of €12,500 in connection with the purchase orsale of Company shares, the bank will make the report.  In addition, Optionee must report anyreceivables or payables or debts in foreign currency exceeding an amount of€5,000,000 on a monthly basis.  Finally,Optionee must also report his/her holding annually in the unlikely event thatOptionee holds shares representing 10% or more of the total or voting capitalof the Company.

 

### **Hong Kong**

### ** **

Companyspecifically intends that the Plan will not be an occupational retirementscheme for the purposes of the Occupational Retirement Schemes Ordinance(“ORSO”).  Notwithstanding theforegoing, if the Plan is deemed to constitute an occupational retirementscheme for the purposes of ORSO, Optionee’s option grant shall be void.

 

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### **India**

### ** **

Due toexchange control restrictions in India, Optionee must exercise the Option usingthe cashless sell-all method of exercise. Pursuant to a cashless sell-all exercise, Optionee will authorize thestockbroker to sell all the shares that he/she is entitled to at exercise andremit the sale proceeds less the exercise price, broker’s fees and anyapplicable taxes to Optionee in cash.

 

All proceeds from the exercise of the Option must berepatriated to India within a reasonable time of receiving payment.  Optionee will receive a foreign inwardremittance certificate (“FIRC”) from the bank where he/she deposits the foreigncurrency.  Optionee should maintain theFIRC as evidence of the repatriation of funds in the event that the ReserveBank of India or his/her employer requests proof of repatriation.

 

Optioneeacknowledges and agrees that: (i) his/her decision to exercise the Option is voluntary; and(ii) an Option granted under the Plan does not constitute a customaryright or privilege.

 

### **Ireland**

### ** **

ThisOption is granted pursuant to the Plan and the shares which may be purchased onexercise of the Option are offered in a private transaction.  This is not an offer to the public.

 

Optioneemust exercise his/her Option by using a handwritten letter, an electronicnotification, or a voice response system. Optionee may not use a standard option exercise form provided by theCompany or its agent, if any.

 

IfOptionee is a director, shadow director or secretary of an Irish subsidiary ofCompany, Optionee is subject to certain notification requirements under theCompanies Act, 1990.  Among theserequirements is an obligation to notify the Irish subsidiary in writing whenOptionee receives an interest (*e.g*.,options, shares) in Company and the number and class of shares or rights towhich the interest relates.  Inaddition, Optionee must notify the Irish subsidiary when Optionee sells sharesacquired through the exercise of options. Optionee must notify the Irish subsidiary of the acquisition or disposalof an interest in shares within five days following the day of acquisition ordisposal of the interest in shares. These notification requirements also apply to any rights or sharesacquired by Optionee’s spouse or children under the age of 18.  Please contact Company to obtain a copy ofthe notification form.

 

### **Israel**

### ** **

Optioneemust exercise the Option using the cashless sell-all method of exercise.  Pursuant to a cashless sell-all exercise,Optionee will authorize the stockbroker to sell all the shares that he/she isentitled to at exercise and remit the sale proceeds less the exercise price,broker’s fees and any applicable taxes to Optionee in cash.

 

### **Italy**

### ** **

Byaccepting this Option, Optionee acknowledges that he/she has received a copy ofthe Plan, reviewed the Plan and this Agreement in their entirety and fullyunderstands and accepts all provisions of the Plan and this Agreement.  In addition, Optionee acknowledges that theOption is not meant to incentivize, compensate or reward Optionee for his/herefforts for his/her employer.

 

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Inaddition, by accepting this Option, Optionee further acknowledges that he/shehas read and specifically and expressly approves the following clauses in thePlan and this Agreement: Section 2(a) - the term of the Option is ten years;Section 2(c) - the Option cannot be transferred other than by will or thelaws of descent and distribution; Section 3(a)(i) - in the event ofinvoluntary termination of Optionee’s employment, Optionee’s right to vest inOptions, if any, will terminate as of the date that Optionee is no longeractively employed by Optionee’s current employer; Section 6 - Optionee isresponsible for all Tax-Related Items, as defined in this Agreement;Section 7 - Optionee is subject to non-solicitation provisions, asspecified in this Agreement; Section 8 - Optionee consents to thecollection, use and transfer of his/her personal data as described in thisAgreement; Section 9(a) - the Plan is discretionary in nature and may be suspendedor terminated by the Company at any time; and Section 9(c) - all decisionswith respect to future grants will be at the sole discretion of the Company.

 

Exchangecontrol reporting is required if Optionee transfers cash or shares to or fromItaly in excess of €12,500 or the equivalent amount in U.S. dollars.  If the payment is made through an authorizedbroker resident in Italy, the broker will comply with the reportingobligation.  In addition, the Optioneewill have exchange control reporting obligations if Optionee has any foreigninvestment (including stock) held outside Italy in excess of €12,500 or theequivalent amount in U.S. dollars.  Thereporting must be done on Optionee’s individual tax return.

 

### **Japan**

### ** **

IfOptionee acquires shares valued at more than ¥100,000,000 in a singletransaction, Optionee must file a report with the Ministry of Finance throughthe Bank of Japan within 20 days of the purchase of the shares.  The reporting requirements vary depending onwhether or not the relevant payment is made through a bank in Japan.

 

### **Malaysia**

### ** **

Optioneemust comply with the following exchange control reporting obligations ifOptionee is a Malaysian resident for exchange control purposes:  (i) if Optionee remits more thanRM50,000 (or its equivalent in foreign currency) to exercise his/her Option,Optionee will be required to file a Form P with the Foreign Exchange Departmentof Bank Negara; (ii) Optionee must repatriate all proceeds from the saleof shares and all dividend payments (if any) to Malaysian as soon as theproceeds/dividends are received; (iii) Optionee must file a Form R withBank Negara if the amount of funds repatriated exceeds RM50,000 (or itsequivalent in foreign currency); and (iv) if Company and/or Optionee’semployer do not obtain a blanket exchange control approval, then Optionee mustnotify Bank Negara of the remittance of funds to exercise his/her Option atleast seven working days before the remittance (Optionee can estimate theamount that he/she intends to remit). These requirements apply to both cash and cashless exercises.

 

IfOptionee is a director of a Malaysian affiliate of ADC, he/she is subject tocertain notification requirements under the Malaysian Companies Act, 1965.  Among these requirements is an obligation tonotify the Malaysian affiliate in writing when Optionee receives an interest (*e.g.*, stockoptions, shares, etc.) in Company or any related companies.  In addition, Optionee must notify theMalaysian affiliate when he/she sells shares of Company or any related company (includingwhen Optionee sells shares acquired through exercise of his/her Option).  Additionally, Optionee must also notify theMalaysian affiliate of Company if there are any subsequent changes inOptionee’s interest in Company or any related companies.  These notifications must be made within 14days of acquiring or

 

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disposingof any interest in Company or any related company.

 

### **Mexico**

### ** **

Theinvitation the Company is making under the Plan is unilateral and discretionaryand, therefore, the Company reserves the absolute right to amend it anddiscontinue it at any time without any liability to Optionee.

 

Thisinvitation and, in Optionee’s case, the acquisition of shares does not, in anyway, establish a labor relationship between Optionee and the Company, and itdoes not establish any rights between Optionee and his/her employer.

 

*La invitación que the Company hace en relación con el Planes unilateral y discrecional, por lo tanto, the Company se reserva el derechoabsoluto para modificar o terminar el mismo, sin ninguna responsabilidad parausted.*

 

*Esta invitación y, en su caso, la adquisición de acciones,de ninguna manera establecen relación laboral alguna entre usted y the Companyy tampoco establece derecho alguno entre usted y su empleador.*

 

### **The Netherlands**

### ** **

Byaccepting this Option, Optionee acknowledges that:  (i) the grant is intended as an incentive for the Optionee to remainemployed with his/her current employer and is not intended as remuneration forlabor performed; (ii) the grant is not intended to replace any pensionrights or compensation; and (iii) in the case of a merger, take-over ortransfer of liability, the benefits granted under the Plan will not transferautomatically to another company.

 

IfOptionee would like to defer taxation until the time of exercise, he/she mustsign a deferral election form and accompanying documents for the purposes ofdeferring tax until exercise.

 

Statisticalreporting of payments of €50,000 or more to or from a foreign country must bereported to the Nederlandsche Bank.  Ifa Dutch bank is involved in sending or receiving the payment, the bank willreport the transaction.

 

### **Singapore**

### ** **

IfOptionee is a director, associate director or shadow director of a Singaporeaffiliate of Company, Optionee is subject to certain notification requirementsunder the Singapore Companies Act. Among these requirements is an obligation to notify the Singaporeanaffiliate in writing when Optionee receives an interest (*e.g.*, options, shares)in Company or any related companies. Please contact Company to obtain a copy of the notification form.** **In addition, Optionee must notifythe Singapore affiliate when Optionee sells shares of Company or any relatedcompany (including when Optionee sell shares acquired through exercise ofhis/her Option).  These notificationsmust be made within two days of acquiring or disposing of any interest inCompany or any related company.  Inaddition, a notification must be made of Optionee’s interests in Company or anyrelated company within two days of becoming a director.

 

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### **South Africa**

### ** **

Toparticipate in the Plan, Optionee must comply with exchange control regulationsin South Africa.  The Exchange ControlDepartment of the South African Reserve Bank (the “Exchange Control”) requiresthat approval be sought for the participation by South African residents inforeign share incentive schemes. Although this approval is Optionee’s obligation (not Company’s orOptionee’s Employer obligation), the Company may obtain this approval onOptionee’s behalf.

 

Optioneemust exercise the Option using the cashless sell-all method of exercise.  Pursuant to a cashless sell-all exercise,Optionee will authorize the stockbroker to sell all the shares that he/she isentitled to at exercise and remit the sale proceeds less the exercise price,broker’s fees and any applicable taxes to Optionee in cash.

 

Becausethe exchange control regulations change frequently and without notice, Optioneeshould consult his/her legal advisor prior to exercise of this Option to ensurecompliance with current regulations.  Itis Optionee’s responsibility to comply with South African exchange controllaws, and neither Company nor Optionee’s employer will be liable for anyresulting fines or penalties.

 

### **South Korea**

### ** **

WhenOptionee exercises an Option, his/her remittance of funds must be “confirmed”by a foreign exchange bank in Korea. This procedure does not require approval of the remittance from thebank.  Optionee must submit thefollowing documents to the bank with a confirmation application available fromthe bank:  (i) the notice of grant,if any; (ii) the Plan; (iii) the Agreement indicating the type ofshares to be acquired and the amount of shares; and (iv) a certificate ofemployment from Optionee’s local employer.

 

Exchangecontrol laws also require Korean residents who realize US$100,000 or more fromthe sale of shares to repatriate the proceeds back to Korea within six monthsof the sale.

 

### **Spain**

### ** **

By accepting this Option, Optionee acknowledgesthat:  (i) he/she understands andagrees to the terms of the Plan; (ii) he/she consents to participation inthe Plan; (iii) and he/she has received a copy of the Plan.

 

Optioneeunderstands that Company has unilaterally, gratuitously, and discretionallydecided to distribute Options under the Plan to individuals who may beemployees of the Company or its affiliates throughout the world.  The decision is a temporary decision that isentered into upon the express assumption and condition that any grant will noteconomically or otherwise bind Company or any of its affiliates presently or inthe future.  Consequently, Optioneeunderstands that any grant is given on the assumption and condition that it shallnot become a part of any employment contract (either with Company or any of itsaffiliates) and shall not be considered a mandatory benefit, salary for anypurpose (including severance compensation) or any other right whatsoever.  Further, Optionee understands and freelyaccepts that there is no guarantee that any benefit whatsoever shall arise fromany gratuitous and discretionary grant since the future value of the Optionsand underlying shares is unknown and unpredictable.  In addition, Optionee understands that this grant would not bemade to Optionee but for the assumptions and conditions referred to above;thus, Optionee acknowledges and freely accepts that should any or all of theassumptions be mistaken or should any of the conditions not be met for

 

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anyreason, then any grant of Options shall be null and void and the Plan shall nothave any effect whatsoever.

 

It isOptionee’s responsibility to comply with exchange control regulations in Spain. The purchase of Company shares must bedeclared for the purchaser for statistical purposes to the Spanish DirecciónGeneral de Comercio e Inversiones of the Ministry of Economy (the “DGCI”).  If Optionee purchases shares through the useof a Spanish financial institution, that institution will automatically makethe declaration to the DGCI for Optionee. Otherwise, Optionee must make the declaration himself/herself by filingthe appropriate form with the DGCI.

 

Whenreceiving foreign currency payments derived from the ownership of Companyshares (*i.e.,*as a result of the sale of the shares), Optionee must inform the financialinstitution receiving the payment, the basis upon which such payment ismade.  Optionee will need to provide theinstitution with the following information: (i) Optionee’s name, address, and fiscal identification number;(ii) the name and corporate domicile of Company; (iii) the amount ofthe payment; (iv) the currency used; (v) the country of origin;(vi) the reasons for the payment; and (vii) additional informationthat may be required.

 

IfOptionee wishes to import the ownership title of the Company shares (*i.e.,*share certificates) into Spain, Optionee must declare the importation of suchsecurities to the DGCI.

 

This offer is considered a private placement outsideof the scope of Spanish law on public offerings and issuances.

 

### **United Kingdom**

### ** **

Optioneeagrees that if Company does not withhold the amount of income tax and NationalInsurance Contributions that Optionee is responsible for as a result of theexercise, release, assignment or cancellation of the Option (the “TaxableEvent”) from Optionee within 90 days after the Taxable Event, that the amountthat should have been withheld from Optionee shall constitute a loan owed byOptionee to Optionee’s employer (“Employer”), effective 90 days after theTaxable Event.  Optionee agrees that theloan will bear interest at the UK official rate of interest and it will beimmediately due and repayable and Company and/or Employer may recover it at anytime thereafter by withholding the funds from Optionee’s salary, bonus or anyother funds due by Employer to Optionee, by withholding in shares acquired uponexercise of the Option or by demanding cash or a check from Optionee.

 

### **Venezuela**

### ** **

Optioneeacknowledges and agrees that any modification of the Plan or its terminationshall not constitute a change or impairment of the terms and conditions ofOptionee’s employment.

 

Optioneealso acknowledges that:  (i) thisoffer is personal, private, exclusive and non-transferable; (ii) Optioneehas been selected to receive a grant only because he/she meets the eligibilityrequirements contained in the Plan; and (iii) this offer is not beingcommunicated using any means of publicity.

 

Recently, the Government of Venezuela established anexchange control regime.  Optioneeshould consult with his/her legal advisor to determine how these newrequirements impact

 

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his/her participation in the Plan.

 

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