**Exhibit10-d**

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**Confidentialtreatment has been requested for this document.  Redacted content has been indicated with [***].  T**he confidential portions that have been omitted have beenfiled separately with the Securities and Exchange Commission.

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**EXECUTIVE EMPLOYMENTAGREEMENT**

 

This EXECUTIVE EMPLOYMENT AGREEMENT, (“Agreement”)dated as of May 5, 2003, is made and entered into between ADCTelecommunications, Inc., a Minnesota corporation (“EMPLOYER” or “ADC”) and **DILIP SINGH**, an individual resident of thestate of Connecticut. (“EXECUTIVE”).

 

1.             **Employment**. EMPLOYER hereby employsEXECUTIVE, and EXECUTIVE accepts such employment and agrees to perform servicesfor EMPLOYER or any affiliate of EMPLOYER (collectively, the “EMPLOYERAffiliates”), for the period and upon the other terms and conditions set forthin this Agreement.

 

2.             **Term**. The term of this Agreement and EXECUTIVE’s employment hereunder (the“Term”) shall commence as of May 12, 2003 and extend for a continuous periodending on the last day of the month in which falls the two-year anniversary ofthe commencement of this Agreement, unless this Agreement and EXECUTIVE’semployment hereunder is terminated at an earlier date in accordance withSection 6 of this Agreement.  IfEMPLOYER and EXECUTIVE mutually agree to extend EXECUTIVE’s employment beyondthe Term, EXECUTIVE, to the extent permitted by law, shall then be anemployee-at-will and, except as otherwise specifically provided herein, theterms and conditions of this Agreement shall no longer be in effect.

 

3.**             Position and Duties.**

 

3.01**         Servicewith EMPLOYER**.  EXECUTIVEagrees to serve as ADC Vice President — President Software Systems BusinessUnit (“SSB”), and to perform such duties, as EXECUTIVE’s then immediatesupervisor shall assign to EXECUTIVE from time to time.  EXECUTIVE acknowledges and agrees that, fromtime to time, EXECUTIVE may be required to perform duties with respect to oneor more EMPLOYER Affiliates.

 

3.02**         Performanceof Duties; Absence of Conflicts.**  EXECUTIVE agrees to serve EMPLOYER faithfully and to the best ofEXECUTIVE’s ability and to devote EXECUTIVE’s full time, attention and effortsto the business and affairs of EMPLOYER during the term of EXECUTIVE’semployment.  EXECUTIVE hereby confirmsthat EXECUTIVE is under no contractual commitments inconsistent withEXECUTIVE’s obligations set forth in this Agreement and that, during the termof this Agreement, EXECUTIVE will not render or perform any services for anyother corporation, firm, entity or person which are inconsistent with theprovisions of this Agreement or which would present a conflict of interest orotherwise impair EXECUTIVE’s ability to perform EXECUTIVE’s dutieshereunder.  EXECUTIVE also agrees thathe will at all times comply with applicable policies of EMPLOYER regardingconflicts of interest, including but not limited to EMPLOYER’s Business ConductPolicy addressing Conflicts of Interest and any other similar policy as may beimplemented or amended by EMPLOYER from time to time.

 

4.**             Consideration.**

 

4.01**         BaseSalary.**  As basecompensation for all services to be rendered by EXECUTIVE under this Agreementduring the Term, EMPLOYER shall pay to EXECUTIVE an annualized salary of$300,000.  EXECUTIVE’s salary shall bepaid in accordance with Employer’s normal payroll procedures and policies, assuch procedures and policies may be modified from time to time.

 

 

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4.02         **ManagementIncentive Compensation.** During the Term, EXECUTIVE shall be eligible to participate in anyManagement Incentive Plan (“MIP”), EMPLOYER establishes for any fiscal year,according to the targets and goals, and the terms and conditions EMPLOYERestablishes to govern the MIP for that fiscal year.  For the fiscal year 2003 MIP, EXECUTIVE’s potential incentiveunder the MIP Plan will be targeted at not less than fifty-five percent (55%)of EXECUTIVE’s prorated base salary earned during the remainder of fiscal year2003.   EXECUTIVE’s participation in theMIP plan for fiscal year 2003 shall be pro rated from EXECUTIVE’s start dateand MIP payments are subject to achievement of the performance goalsestablished under the MIP Plan.

 

4.03         **SpecialIncentive Bonus for Fiscal Year 2003 Performance.**  For Fiscal Year 2003 (FY03) only, EXECUTIVEshall be eligible to receive (i) a Special Incentive Bonus of $30,000 if SSBachieves or exceeds third quarter FY03 results of Operating Income of $2.9Million and Net Sales of $35 Million; and (ii) a separate SpecialIncentive Bonus of $30,000 if SSB achieves or exceeds fourth quarter FY03results of Operating Income of $6.5 Million and Net Sales of $42Million.

 

4.04         **EmploymentHiring Bonus**.  Inconsideration for EXECUTIVE entering into this Agreement, EXECUTIVE will bepaid the sum of $115,000 as an employment hiring bonus.  Such payment will be made as soon asadministratively feasible following commencement of the Term of thisAgreement.   

 

4.05         **Participationin Benefits.***** ***During the termof EXECUTIVE’s employment by EMPLOYER, EXECUTIVE shall be entitled to participatein the employee benefits offered generally by EMPLOYER to its employees, to theextent that EXECUTIVE’s position, tenure, salary, health, and otherqualifications make EXECUTIVE eligible to participate.  EXECUTIVE’s participation in such benefitsshall be subject to the terms of the applicable plans, as the same may beamended from time to time.  EMPLOYERdoes not guarantee the adoption or continuance of any particular employeebenefit during EXECUTIVE’s employment, and nothing in this Agreement is intendedto, or shall in any way restrict the right of EMPLOYER, to amend, modify orterminate any of its benefits during the term of EXECUTIVE’s employment.

 

                4.06         **StockOptions.**

 

(i)            In consideration for EXECUTIVE’sentering into this Agreement, and in consideration for EXECUTIVE’s willingnessto be bound by the provisions of Section 7 of this Agreement, ADC shall grantto EXECUTIVE an option to purchase up to two hundred fifty thousand (250,000)shares of ADC’s common stock, in accordance with the terms of the ADCTelecommunications, Inc. Global Stock Incentive Plan, (“Global Stock Plan”),and a stock option agreement to be entered into by EXECUTIVE.   Such option shall be granted effective May30, 2003 and the exercise price shall be based on the fair market value as ofthe date of the grant in accordance with the Global Stock Plan and ADC’spractices.  Further, such option shallbe a nonqualified stock option subject to vesting and other terms andconditions set forth in the Global Stock Plan and stock option agreement.

 

(ii)           EXECUTIVE will also be eligible toparticipate in Employer’s Global Stock Plan. Any options awarded under this Section 4.06 will be subject to the solediscretion of the Compensation Committee and made in accordance with the termsof Employer’s Global Stock Plan, as the same may be amended from time to time,and pursuant to a stock option agreement to be entered into by EXECUTIVE.

 

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4.07         **Expenses.**  In accordance with Employer’s normalpolicies for expense reimbursement, EMPLOYER will reimburse EXECUTIVE for allreasonable and necessary expenses incurred by EXECUTIVE in the performance ofEXECUTIVE’s duties as an employee of EMPLOYER, subject to the terms andconditions of Employer’s policies and procedures regarding reimbursement oftravel and other expenses.

 

4.08         **ExecutivePerquisites.**  EXECUTIVEwill be eligible to receive any Executive perquisites that EMPLOYER may fromtime to time deem are appropriate and administratively feasible to provide toEMPLOYER Executives who are similar in position, title and duties toEXECUTIVE.  At present, the monetaryperquisite for which EXECUTIVE is eligible is the annual sum of $10,000, whichpresently is paid periodically in conjunction with ordinary payroll practices.

 

5.   **Employment Policies and Requirements.**

 

5.01         **ConfidentialInformation/Intellectual Property; Other Employment Policies.**  As a condition precedent to EMPLOYER’Shiring of EXECUTIVE and EMPLOYER’S performance of its obligations hereunder,EXECUTIVE shall execute and deliver to EMPLOYER the Employee Invention,Copyright and Trade Secret Agreement in the form attached hereto as **Exhibit A**(the “Employee Invention Agreement”).

 

5.02         **OtherEmployments Policies.** EXECUTIVE shall comply with all of the applicable policies generally ineffect for employees of EMPLOYER or any applicable EMPLOYER Affiliate for whichEXECUTIVE performs services, including without limitation, Employer’s Code ofBusiness Conduct and related policies, as the same may be amended from time totime.

 

5.03         **SecuritiesLaw Compliance.** EXECUTIVE acknowledges that as an employee of ADC, he will be subject tocertain restrictions on trading in the securities of ADC, including without,limitation restrictions under EMPLOYER’S Policy on Trading in ADC Securitiesand restrictions under applicable securities laws.   EXECUTIVE also acknowledges that he may be deemed to be anExecutive officer within the meaning of U.S. Federal Securities Law.  In such case, EMPLOYER and EXECUTIVE will besubject to additional disclosure obligations and restrictions on certainactivities with respect to EXECUTIVE’s compensation and transactions in ADCsecurities.

 

6.                                       **Termination****.**

 

6.01         **TerminationDue to Executive’s Death or Total Disability.**  EXECUTIVE’s employment pursuant to thisAgreement shall terminate automatically prior to the expiration of the Term inthe event of EXECUTIVE’s death or EXECUTIVE’s total disability which results inEXECUTIVE’s inability to perform the essential functions of Executive’sposition, with or without reasonable accommodation, provided EXECUTIVE hasexhausted Executive’s entitlement to any applicable leave.

 

6.02         **Terminationby EMPLOYER for Cause**. EXECUTIVE’s employment pursuant to this Agreement shall terminate priorto the expiration of the Term in the event EMPLOYER shall determine, in itssole discretion, that there is “cause” to terminate EXECUTIVE’s employment,which shall include any of the following:

 

(i)          EXECUTIVE’s breach of any contractualobligation to EMPLOYER or any EMPLOYER Affiliate under the terms of thisAgreement, the Employee

 

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InventionAgreement or any other agreement between EXECUTIVE and EMPLOYER or any EMPLOYERAffiliate, or of any fiduciary duty to EMPLOYER or any EMPLOYER Affiliate;

 

(ii)         EXECUTIVE’s conviction of any crimeinvolving moral turpitude or any felony;

 

(iii)        EXECUTIVE’s failure to carry out anyreasonable directive of EMPLOYER or any EMPLOYER Affiliate;

 

(iv)        EXECUTIVE’s embezzlement of funds ofEMPLOYER or any EMPLOYER Affiliate;

 

(v)         Any failure by EXECUTIVE to comply withEmployer’s Code of Business Conduct or policies, or, as applicable, anyEMPLOYER Affiliate; or

 

(vi)        The willful and continued failure byEXECUTIVE to perform his duties or gross and willful misconduct including, butnot limited to, wrongful appropriation of funds; or

 

(vii)       A demonstrated lack of commitment ofEXECUTIVE to EMPLOYER, or conduct by EXECUTIVE which is detrimental toEMPLOYER; provided that, EXECUTIVE shall have thirty (30) days to cure any suchlack of commitment or detrimental conduct after EMPLOYER provides EXECUTIVEwritten notice of the actions or omissions constituting the lack of commitmentor detrimental conduct.

 

 

6.03  **InvoluntaryTermination by EMPLOYER without Cause.**  EMPLOYER may terminate EXECUTIVE’s employment at any time priorto the expiration of the Term for any reason, and without notice.  If EMPLOYER terminates this Agreement withoutcause as defined in section 6.02 prior to the expiration of the Term, thenEXECUTIVE shall be entitled to receive a lump sum payment of $300,000, providedthat EXECUTIVE signs a general waiver and release of claims in a formacceptable to ADC.

 

                6.04         **Termination by Executive’s Written Notice before Expirationof Term.**  EXECUTIVE mayterminate this Agreement at any time during the Term by giving 60 days writtennotice thereof to Employer’s Chief Executive Officer.  If EXECUTIVE terminates this agreement, EXECUTIVE shall not beentitled to any further payments under this Agreement except as have beenearned or are owing to EXECUTIVE under the terms of this Agreement as of thedate of EXECUTIVE’s termination under this section 6.04.  Upon notice of such termination byEXECUTIVE, EMPLOYER may at its option elect to have EXECUTIVE cease to provideservices immediately and without any further obligation to Pay EXECUTIVE anycompensation not owed as of the effective date of EXECUTIVE’s termination.

 

6.05         **Effectof Termination.**  Foravoidance of doubt, if the termination of EXECUTIVE’s employment occurs soonerthan the end of the Term specified in Section 2, the “Term,” as used herein,shall end on the date of such termination of employment.  Notwithstanding any termination ofEXECUTIVE’s employment with EMPLOYER, EXECUTIVE, in consideration ofEXECUTIVE’s employment hereunder to the date of such termination, shall remainbound by the provisions of this Agreement which specifically relate to periods,activities or obligations upon or subsequent to the termination of

 

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EXECUTIVE’s employment,including, but not limited to, the covenants contained in Section 7 hereof andthe Employee Invention Agreement.

 

In the event thatEXECUTIVE’s employment terminates due to EXECUTIVE’s death or total disability,or EMPLOYER terminates EXECUTIVE’s employment in accordance with Section 6.02,above, EXECUTIVE shall not be entitled to receive any further compensationunder the provisions of this Agreement after the date of such termination,subject to applicable law.

 

Notwithstanding any otherprovision in this Agreement, should EXECUTIVE’s employment be terminated forany reason, EXECUTIVE will not earn and will have no right to receive anycompensation except as expressly provided in this Agreement or in the terms andconditions of an EMPLOYER compensation plan or program referenced herein.

 

6.06         **Surrenderof Records and Property.** Upon termination of EXECUTIVE’s employment with EMPLOYER, EXECUTIVEshall deliver promptly to EMPLOYER all EMPLOYER property, including net accesscards, and all records, manuals, books, blank forms, documents, letters,memoranda, notes, notebooks, reports, computer disks, computer software,computer programs (including source code, object code, on-line files,documentation, testing materials and plans and reports), designs, drawings,formulae, data, tables or calculations or copies thereof, which are theproperty of EMPLOYER or any EMPLOYER Affiliate or which relate in any way tothe business, products, practices or techniques of EMPLOYER or any EMPLOYERAffiliate, and all other property, trade secrets and confidential informationof EMPLOYER or any EMPLOYER Affiliate, including, but not limited to, alltangible, written, graphical, machine readable and other materials (includingall copies) which in whole or in part contain any trade secrets or confidentialinformation of EMPLOYER or any EMPLOYER Affiliate which in any of these casesare in EXECUTIVE’s possession or under EXECUTIVE’s control.

 

 

7.**             Noncompetition.**

 

7.01**         AgreementNot to Compete.**  Inconsideration of the above-described financial and other benefits EXECUTIVEwill receive as a result of the Business Agreement, and in consideration ofEmployer’s hiring of EXECUTIVE and EXECUTIVE’s employment hereunder, EXECUTIVEagrees that, during the “Restricted Period” (as hereinafter defined), EXECUTIVEshall not, directly or indirectly, engage in any “Competing Business Activity”(as hereinafter defined), in any manner or capacity (e.g., as anadvisor, principal, agent, partner, officer, director, shareholder, employee,member of any association or otherwise). As used in this Agreement, “Restricted Period” shall mean the periodbeginning on the date EXECUTIVE commences employment under this agreement and continuingfor one (1) year following EXECUTIVE’s employment termination date, regardlessof reason for termination.  As used inthis Agreement, “Competing Business Activity” shall mean any businessactivities that are competitive with the business conducted by EMPLOYER inwhich EXECUTIVE participated or, as applicable, the EMPLOYER Affiliate(s) forwhich EXECUTIVE performed services, at or prior to the date of the terminationof EXECUTIVE’s employment with such entities. [***]

 

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[***]                   Confidential material has been omitted.  The confidential portions that have beenomitted have been filed separately with the Securities and Exchange Commission.

 

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7.02**         GeographicalExtent of Covenant.**  Theobligations of EXECUTIVE under this Section 7 shall apply to all markets,domestic or foreign, in which: (a) EMPLOYER or, as applicable, the EMPLOYERAffiliate(s) for which EXECUTIVE performed services, operates during the termof the Restricted Period; and (b) EMPLOYER or, as applicable, the EMPLOYERAffiliate(s) for which EXECUTIVE performed services, have plans to enter at thetime of the termination of EXECUTIVE’s employment with EMPLOYER or, asapplicable, any EMPLOYER Affiliate.

 

7.03**         Limitationon Covenant.**  Ownership byEXECUTIVE, as a passive investment, of less than one percent (1%) of theoutstanding shares of capital stock of any corporation listed on a nationalsecurities exchange or publicly traded in the over-the-counter market shall notconstitute a breach of this Section 7.

 

7.04**         Nonsolicitation;Non-hire and Noninterference.** During the Restricted Period, EXECUTIVE shall not (a) induce or attemptto induce any employee of EMPLOYER or any EMPLOYER Affiliate to leave theemploy of EMPLOYER or such EMPLOYER Affiliate, or in any way interfereadversely with the relationship between any such employee and EMPLOYER or suchEMPLOYER Affiliate; (b) induce or attempt to induce any employee of EMPLOYER orany EMPLOYER Affiliate to work for, render services to, provide advice to, orsupply confidential business information or trade secrets of EMPLOYER or anyEMPLOYER Affiliate to any third person, firm or corporation; (c) employ, orotherwise pay for services rendered by, any employee of EMPLOYER or anyEMPLOYER Affiliate in any business enterprise with which EXECUTIVE may beassociated, connected or affiliated; or (d) induce or attempt to induce anycustomer, supplier, licensee, licensor or other business relation of EMPLOYERor any EMPLOYER Affiliate to cease doing business with EMPLOYER or suchEMPLOYER Affiliate, or in any way interfere with the relationship between anysuch customer, supplier, licensee, licensor or other business relation andEMPLOYER or such EMPLOYER Affiliate.

 

7.05**         IndirectCompetition or Solicitation.** EXECUTIVE agrees that, during the Restricted Period, EXECUTIVEwill not, directly or indirectly, assist, solicit or encourage any employee ofEMPLOYER or EMPLOYER Affiliate, or any other person in carrying out, directlyor indirectly, any activity that would be prohibited by the provisions of thisSection 7 if such activity were carried out by EXECUTIVE, either directly orindirectly.

 

7.06**         Notificationof Employment.**  If at anytime during the Restricted Period EXECUTIVE accepts new employment or becomesaffiliated with a third party, EXECUTIVE shall immediately notify EMPLOYER ofthe identity and business of the new Employer or affiliation.  Without limiting the foregoing, EXECUTIVE’sobligation to give notice under this Section 7.06 shall apply to any businessventures in which EXECUTIVE proposes to engage, even if not with a third-partyEmployer (such as, without limitation, a joint venture, partnership or soleproprietorship).  EXECUTIVE herebyconsents to Employer’s notification to any such new Employer or businessventure of the terms of this Agreement.

 

8.             **Exhibit B**.  TheProvisions of the attached Exhibit B are incorporated herein by this referenceand made a part of this Agreement.

 

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9.**             Miscellaneous.**

 

9.01**         GoverningLaw and Venue Selection.** This Agreement is made under and shall be governed by and construed inaccordance with the laws of the State of Minnesota without regard to conflictsof laws principles thereof, of any of the United States of America, or of anyother country, province or city.  Theparties agree that any litigation in any way relating to this Agreement or toEXECUTIVE’s employment by EMPLOYER, including but not limited to thetermination of this Agreement or EXECUTIVE’s employment, will be venued in theState of Minnesota, Hennepin County District Court, or the United StatesDistrict Court for the District of Minnesota. EXECUTIVE and EMPLOYER hereby consent to the personal jurisdiction ofthese courts and waive any objection that such venue is inconvenient orimproper.

 

9.02**         PriorAgreements.**  ThisAgreement (including other agreements specifically mentioned in this Agreement)contains the entire agreement of the parties relating to the employment ofEXECUTIVE by EMPLOYER and the other matters discussed herein and supersedes allprior promises, contracts, agreements and understandings of any kind, whetherexpress or implied, oral or written, with respect to such subject matter, andthe parties hereto have made no agreements, representations or warrantiesrelating to the subject matter of this Agreement which are not set forth hereinor in the other agreements mentioned herein.

 

9.03**         WithholdingTaxes.**  EMPLOYER or anyEMPLOYER Affiliate, as applicable, may take such action as it deems appropriateto insure that all applicable federal, state, city and other payroll,withholding, income or other taxes (“Taxes”) arising from any compensation,benefits or any other payments made pursuant to this Agreement, or any othercontract, agreement or understanding which relates, in whole or in part, toEXECUTIVE’s employment with EMPLOYER or any EMPLOYER Affiliate, are withheld orcollected from EXECUTIVE.  In connectionwith the foregoing, EXECUTIVE agrees to notify EMPLOYER promptly upon enteringinto any contract, agreement or understanding relating to EXECUTIVE’semployment with EMPLOYER or any EMPLOYER Affiliate (other than this Agreementand those agreements expressly provided for herein) and also to notify EMPLOYERpromptly of any payments or benefits paid or otherwise made available pursuantto any such agreements.

 

9.04**         Amendments.**  No amendment or modification of thisAgreement shall be deemed effective unless made in writing and signed byEXECUTIVE and EMPLOYER.

 

9.05**         NoWaiver.**  No term orcondition of this Agreement shall be deemed to have been waived, nor shallthere be any estoppel to enforce any provisions of this Agreement, except by astatement in writing signed by the party against whom enforcement of the waiveror estoppel is sought.  Any writtenwaiver shall not be deemed a continuing waiver unless specifically stated,shall operate only as to the specific term or condition waived, and shall notconstitute a waiver of such term or condition for the future or as to any actother than as specifically set forth in the waiver.

 

9.06**         Assignment.**  This Agreement shall not be assignable, inwhole or in part, by any party without the written consent of the other party,except that EMPLOYER may, without the consent of EXECUTIVE, assign its rightsand obligations under this Agreement to any EMPLOYER Affiliate or to anycorporation, firm or other business entity with or into which EMPLOYER maymerge or consolidate, or to which EMPLOYER may sell or transfer all orsubstantially all of its assets, or of which 50% or more of the equity

 

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investment and of thevoting control is owned, directly or indirectly, by, or is under commonownership with, EMPLOYER.  After anysuch assignment by EMPLOYER, EMPLOYER shall be discharged from all furtherliability hereunder and such assignee shall thereafter be deemed to be EMPLOYERfor the purposes of all provisions of this Agreement including this Section9.06.  [***]

 

9.07**         InjunctiveRelief.**  EXECUTIVE acknowledgesand agrees that the services to be rendered by EXECUTIVE hereunder are of aspecial, unique and extraordinary character, that it would be difficult toreplace such services and that any violation of Sections 5, 6.06 or 7hereof or of the Employee Invention Agreement would be highly injurious toEMPLOYER and/or to any EMPLOYER Affiliate and that it would be extremelydifficult to compensate EMPLOYER and/or any EMPLOYER Affiliate fully fordamages for any such violation. Accordingly, EXECUTIVE specifically agrees that EMPLOYER or any EMPLOYERAffiliate, as the case may be, shall be entitled to temporary and permanentinjunctive relief to enforce the provisions of Sections 5, 6.06 and 7hereof, and the Employee Invention Agreement and that such relief may begranted without the necessity of proving actual damages and without necessityof posting any bond.  This provisionwith respect to injunctive relief shall not, however, diminish the right ofEMPLOYER or any EMPLOYER Affiliate to claim and recover damages, or to seek andobtain any other relief available to it at law or in equity, in addition toinjunctive relief.

 

9.08**         Severability.**  To the extent any provision of thisAgreement shall be determined to be invalid or unenforceable in anyjurisdiction, such provision shall be deemed to be deleted from this Agreementas to such jurisdiction only, 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, EXECUTIVE expressly agrees that should the duration of,geographical extent of, or business activities covered by, any provision ofthis Agreement be in excess of that which is valid or enforceable underapplicable law in a given jurisdiction, then such provision, as to suchjurisdiction only, shall be construed to cover only that duration, extent oractivities that may validly or enforceably be covered.  EXECUTIVE acknowledges the uncertainty ofthe law in this respect and expressly stipulates that this Agreement shall beconstrued in a manner that renders its provisions valid and enforceable to themaximum extent (not exceeding its express terms) possible under applicable lawin each applicable jurisdiction.

 

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[***]              Confidential material has been omitted.  The confidential portions that have beenomitted have been filed separately with the Securities and Exchange Commission.

 

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IN WITNESS WHEREOF, the parties have executed thisAgreement as of the date set forth in the first paragraph.

 
|   | **EMPLOYER**   |
|--------|----------------|
|   |           |
|   | By             | /s/ Laura N. Owen |
|   | Name:          | Laura N. Owen |
|   | Title:         | Vice President, Human Resources |
|   |           |
|   | **EXECUTIVE**  |
|   |           |
|   | /s/Dilip Singh | 5/5/03 |
|   | NAME           |  (Dilip  Singh) |
|        |                |  |  |  |

 

 

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**EXHIBITA**

** **

**PROPRIETARYINFORMATION, INVENTION and CONFIDENTIALITY AGREEMENT**

 

In consideration of my employment by ADCTelecommunications, Inc. (hereafter referred to as “the Company”), and thecompensation received by me from the Company from time to time, I hereby agreeto the following terms of this Proprietary Information, Invention andConfidentiality Agreement (hereafter referred to as “Agreement”):

 

1.               Definitions:

 

a.               As used in this Agreement, “**ADC Telecommunications, Inc**.” and “**Company**” refer to ADC Telecommunications, Inc. and each of itssubsidiaries.  I recognize and agreethat my obligations under this Agreement and all terms of this Agreement applyto me regardless of whether I am employed by or work for ADCTelecommunications, Inc. or any subsidiary or affiliated company of ADCTelecommunications, Inc.  Furthermore, Iunderstand and agree that the terms of this Agreement will continue to apply tome even if I transfer at some time from one subsidiary or affiliate of theCompany to another.

 

b.              I understand that the Company possesses and willpossess Proprietary Information, which is important to its business.  For purposes of this Agreement, “**Proprietary Information**” is informationthat was developed, created, or discovered by or on behalf of the Company, orwhich became or will become known by, or was or is conveyed to the Company,which has commercial value in the Company’s business.  “Proprietary Information” includes, but is not limited to, softwareprograms, source and object code, algorithms, trade secrets, designs,technology, know-how, processes, data, ideas, techniques, inventions (whetherpatentable or not), works of authorship, formulas, business and productdevelopment plans, customer lists, terms of compensation and performance levelsof Company employees, and other information concerning the Company’s actual oranticipated business, research or development, or which is received inconfidence by or for the Company from any other person.  I understand that my employment creates a relationshipof confidence and trust between me and the Company with respect to ProprietaryInformation.

 

c.               I understand that the Company possesses or willpossess “**Company Documents and Materials**”which are important to its business. For purposes of this Agreement, “Company Documents and Materials” aredocuments or other media or tangible items that contain or embody ProprietaryInformation or any other information concerning the business, operations orplans of the Company, whether such documents, media or items have been preparedby me or by others.  “Company Documentsand Materials” include, but are not limited to, blueprints, drawings,photographs, charts, graphs, notebooks, customer lists, computer disks, tapesor printouts, sound recordings and other printed, typewritten or handwrittendocuments, sample products, prototypes and models.

 

2.               Confidentiality and Assignment. All Proprietary Information, including but not limited to all patents,patent rights, copyrights, trade secret rights, trademark rights and otherrights (including, without limitation, intellectual property rights) anywherein the world in connections therewith shall be the sole property of theCompany.  I hereby assign to the Companyany and all rights, title and interest I may have or acquire in suchProprietary Information.  At all times,both during my employment by the Company and after its termination, I will keepin confidence and trust and will not use or disclose any Proprietary Informationor anything relating to it (or any information of a third party if disclosed tothe Company by such third party in confidence), without the prior writtenconsent of an officer of the Company, except as my be necessary in the ordinarycourse

 

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of performing my dutiesto the Company.

 

3.               Written Records and Company Documents. I agree to make and maintain adequate and current written records, in aform specified by the Company, of all inventions, trade secrets and works ofauthorship assigned or to be assigned to the Company pursuant to thisAgreement.  All Company Documents andMaterials shall be the sole property of the Company.  I agree that during my employment by the Company, I will notremove any Company Documents and Materials from the business premises of theCompany or deliver any Company Documents and Materials to any person or entityoutside the company, except as I am required to do in connection withperforming the duties of my employment.  I further agree that, immediately upon the termination of my employmentby me or by the Company for any reason, or during my employment if so requestedby the Company, I will return all Company Documents and Materials, apparatus,equipment and other physical property, or any reproduction of such property,excepting on (i) my personal copies of records relating to my compensation;(ii) my personal copies of any materials previously distributed generally tostockholders of the Company; and (iii) my copy of the Agreement.

 

4.               Disclosure of Inventions. I will promptly disclose in writing to my immediate supervisor, or tosuch other person designated by the Company, all **“Inventions,”** which includes, without limitation, all softwareprograms or subroutines, source or object code, algorithms, improvements,inventions, works of authorship, trade secrets, technology, designs, formulas,ideas, processes, techniques, know-how and data, whether or not patentable,made or discovered or conceived or reduced to practice or developed by me,either alone or jointly with others, during the term of my employment.  I will also disclose to the President of theCompany all Inventions made, discovered, conceived, reduced to practice, ordeveloped by me within six (6) months after the termination of my employmentwith the Company which resulted, in whole or in part, from my prior employmentby the Company.  Such disclosures shallbe received by the Company in confidence (to the extent such Inventions are notassigned to the Company pursuant to paragraph (5) below) and do not extend theassignment made in paragraph (5) below.

 

5.               Inventions Property of Company. I agree that all inventions which I make, discover, conceive, reduce topractice or develop (in whole or in part, either alone or jointly with others)during my employment shall be the sole property of the Company to the maximumextent permitted by applicable law. Appendix A to this Agreement provides notice and a summary of applicablestate laws in the U.S.

 

This assignment shall not extend to Inventions, the assignment of whichis prohibited by applicable law, including but not limited to those summarizedin Appendix A.

 

6.               Other Rights of Company.  The Companyshall be the sole owner of all patents, patent rights, copyrights, trade secretrights, trademark rights and all other intellectual property or other rights inconnection with Inventions that are the sole property of the Company.  I further acknowledge and agree that suchInventions, including, without limitation, any computer programs, programmingdocumentation, and other works of authorship, are “works made for hire” forpurposes of the Company’s rights under copyright laws.  I hereby assign to the Company any and allrights, title and interest I may have or acquire in such Inventions.  If in the course of my employment with theCompany, I incorporate into a Company product, process or machine a priorInvention owned by me or in which I have interest, the Company is herebygranted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,sublicensable, worldwide license to make, have made, modify, use, market, selland distribute such prior Invention as part of or in connection with suchproduct, process or machine.

 

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7.               Cooperation.  I agree toperform, during and after my employment, all acts deemed necessary or desirableby the Company to permit and assist it, without charge to the Company but atthe Company’s expense, in further evidencing and perfecting the assignmentsmade to the Company under this Agreement and in obtaining, maintaining,defending and enforcing patents, patent rights, copyrights, trademark rights,trade secret rights or any other rights in connection with such Inventions andimprovements thereto in any and all countries. Such acts may include, but are not limited to, execution of documentsand assistance or cooperation in legal proceedings.  I hereby irrevocably designate and appoint the Company and itsduly authorized officers and agents, as my agents and attorneys-in-fact to actfor and on my behalf and instead of me, to execute and file any documents,applications or related findings and to do all other lawfully permitted acts tofurther the purposes set forth above in this subsection (f), including, withoutlimitation, the perfection of assignment and prosecution and issuance ofpatents, patent applications, copyright applications and registrations,trademark applications and registrations or other rights in connection withsuch Inventions and improvements thereto with the same legal force and effectas if executed by me.

 

8.               Moral Rights.  Anyassignment of copyright hereunder (and any ownership of a copyright as a workmade for hire) includes all rights of paternity, integrity, disclosure andwithdrawal and any other rights that may be known as or referred to as “moralrights” (collectively **“Moral Rights”**).  To the extent such Moral Rights cannot beassigned under applicable law and to the extent the following is allowed by thelaws in the various countries where Moral Rights exist, I hereby waive suchMoral Rights and consent to any action of the Company that would violate suchMoral Rights in the absence of such consent.

 

9.               List of Inventions.  I haveattached hereto as **Appendix B**, acomplete list of all Inventions or improvements to which I claim ownership andthat I desire to remove from the operation of this Agreement, and I acknowledgeand agree that such list is complete. If no such list is attached to this Agreement, I represent that I havenot such Inventions and improvements at the time of signing this Agreement.

 

10.         Non-Solicitation.  During theterm of my employment and for one (1) year thereafter, I will not directly orindirectly (i) encourage, solicit, or attempt to solicit any employee of theCompany to leave the Company for any reason or in any interfere adversely withthe relationship between any such employee and the Company; (ii) induce orattempt to induce any employee of the Company to work for, render services orprovide advice to or supply confidential business information or trade secretsof the Company to any person or entity other than the Company; or (iii) employ,or otherwise pay for services rendered by, any employee of the Company in anyother business enterprise.  As part ofthis restriction, I will not interview or provide any input to any third partyregarding any such person during the period in question.  However, this obligation shall not affectany responsibility I may have as an employee of the Company with respect to thebona fide hiring and firing of Company personnel.

 

11.         Notification.  Prior to mysubmitting or disclosing for possible publication or dissemination outside theCompany any material prepared by me that incorporates information that concernsthe Company’s business or anticipated research, I agree to deliver a copy ofsuch material to an officer of the Company for his or her review.  Within twenty (20) days following suchsubmission, the Company agrees to notify me in writing whether the Companybelieves such material contains any Proprietary Information or Inventions, andI agree to make such deletions and revisions as are

 

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reasonably requested bythe Company to protect its Proprietary Information and Inventions.  I further agree to obtain the writtenconsent of the Company prior to any review of such material by persons outsidethe Company.

 

12.         No Competition During Employment. I agree that, during my employment with the Company, I will not provideconsulting services to or become an employee of, any other firm or personengaged in a business in any way competitive with the Company, or involved inthe design, development, marketing, sale or distribution of any networking orsoftware products, without first informing the Company of the existence of suchproposed relationship and obtaining the prior written consent of my manager andthe Human Resource Manager responsible for the organization in which I work.

 

13.         Past Employment or Agreements. I represent that my performance of all the terms of this Agreement andas an employee of the Company does not and will not breach any agreement tokeep in confidence proprietary information, knowledge or data acquired by me inconfidence or in trust prior to my employment by the Company, and I will notdisclose to the Company, or induce the Company to use, any confidential orproprietary information or material belonging to any previous Employers orothers.  I have not entered into, and Iagree I will not enter into, any agreement either written or oral in conflictherewith or in conflict with my employment with the Company.  I further agree to conform to the rules andregulations of the Company.

 

14.         At will Employment.  (Applicablein the U.S.)  If I am employed in theU.S., and do not otherwise have a signed employment agreement that is in effectwith ADC, I agree that I am employed on an “at-will” basis.  This means that I have the right to resignand the Company has the right to terminate my employment at any time for anyreason, with or without cause.  This isthe complete agreement between the Company and me on this term of myemployment.  I further agree that thisterm can only be modified by the Company President and he or she can only do soin a writing signed and dated by him or her and me.

 

15.         Severability.  If one ormore provisions of this Agreement are held to be unenforceable under applicablelaw, such provisions shall be excluded from this Agreement and the balance ofthe Agreement shall be interpreted as if such provision were so excluded andshall be enforceable in accordance with its terms.

 

16.         Consent.  I herebyauthorize the Company to notify my new Employer about my rights and obligationsunder this Agreement following the termination of my employment with theCompany.

 

17.         Entire Agreement.  ThisAgreement sets forth the entire agreement and understanding between the Companyand me relating to the subject matter herein and merges all prior discussionsbetween us, including but not limited to any and all statements made by anyofficer, employee or representative of the Company regarding the Company’sfinancial condition or future prospects. I understand and acknowledge that,except as set forth in this Agreement and in the offer letter from the Companyto me (i) no other representation or inducement has been made to me, (ii) Ihave relied on my own judgment and investigation in accepting my employmentwith the Company, and (iii) I have not relied on any representation orinducement made by any officer, employee or representative of the Company.  No modification of or amendment to thisAgreement, nor any waiver of any rights under this Agreement, will be effectiveunless in a writing signed by the President of the Company and me.  I understand and agree that any subsequent changein my duties, salary or compensation will not affect the validity or scope ofthis Agreement.

 

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18.         Successors.  ThisAgreement shall be effective as of the first day of my employment with theCompany and shall be binding upon me, my heirs, executor, assigns, andadministrators, and shall inure to the benefit of the Company, itssubsidiaries, successors and assigns.

 

19.         Governing Law.  Although Imay work for ADC Telecommunications, Inc. outside of Minnesota USA, Iunderstand and agree that this Agreement shall be interpreted and enforced inaccordance with the laws of the State of Minnesota to the extent enforceable.

 

20.         Data Transfer.  I acknowledgeand agree that personal data about me, to the extent necessary for theadministration and implementation of this Agreement and other aspects of myemployment with the Company, must and may be collected, stored, used, processedby or transmitted within ADC and to ADC’s administrative agents.  By my signature below, I hereby consent tothe collection, transfer, storage, processing and use of such personal data,for the above-described purposes.

 

I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THEOBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION.  NO PROMISES OR REPRESENTATIONS HAVE BEENMADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT.  I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.

 
| Dilip Singh                  |   |   |   |
|------------------------------|--------|--------|--------|
| Employee Name (Please Print) |   |   |
|                         |   |   |
| /s/ Dilip Singh              |   | 5/5/03 |   |
| Employee Signature           | Date   |   |

 

 

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**AppendixA**

 

To the extent, if any, the laws of the following U.S. states aredetermined to apply to the enforcement of this agreement, written notice ishereby given as follows:

 

• California:

 

Sections 2870-2872 of the California Labor Codeprovide that this agreement does not apply, and written notification is herebyprovided to me that this agreement does not apply, to an invention that theemployee developed entirely on his or her own time without using the Employer’sequipment, supplies, facilities, or trade secret information except for thoseinventions that either:

 

(1)                      Relate atthe time of conception or reduction to practice of the invention to theEmployer’s business, or actual or demonstrably anticipated research ordevelopment of the Employer; or

(2)                      Result fromany work performed by the employee for the Employer.

 

• Illinois:

 

Illinois Statute 765-1060 provides that this agreementdoes not apply, and written notification is hereby provided to me that thisagreement does not apply, to an invention for which no equipment, supplies,facility, or trade secret information  of the Employer wasused and which was developed entirely on the employee’s own time,  unless (a) the invention relates (i) to the business of the Employer, or (ii)to the Employer’s actual or demonstrably anticipated research or  development,  or (b)  the invention results fromany work performed by the employee for the Employer.

 

• Kansas:

 

Kansas Statute44-130 provides that this agreement does not apply, and written notification ishereby provided to me that this agreement does not apply, to an invention forwhich no equipment, supplies, facility or trade secret informationof the Employer was used and which was developed entirely on the employee’s owntime, unless:

 

(1)                      The invention relates directly to the business of the Employeror to the Employer’s actual or demonstrably anticipated research ordevelopment; or

(2)                      the invention results from any work performed by the employeefor the Employer.

 

• Minnesota:

 

Minnesota Statute 181.78provides that this agreement does not apply, and written notification is hereby provided to methat this agreement does not apply, to an invention for whichno equipment, supplies, facility or trade secret information of the Employerwas used and which was developed entirely on the employee’s own time, and (1)which does not relate (a) directly to the business of the Employer or (b) tothe Employer’s actual or demonstrably anticipated research or development, or(2) which does not result from any work performed by the employee for theEmployer.

 

• Washington:

 

Washington Statutes49.44.140 and 49.44.140 150 provide that this agreement does not apply, and written notification is herebyprovided to me that this agreement does not apply, to an invention for whichno equipment, supplies, facility, or trade secret information of the Employerwas used and which was developed entirely on the employee’s own time,unless (a) the invention relates (i) directly to the business of the Employer,or (ii) to the Employer’s actual or demonstrably anticipated research ordevelopment, or (b) the invention results from any work performed by theemployee for the Employer.

 

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**Appendix B**

 

1.                                       The following is a complete list of allInventions or improvements relevant to the subject matter of my employment bythe Company that have been made or discovered or conceived or first reduced topractice by me or jointly with others prior to my employment by the Companythat I desire to remove from the operation of the Company’s ProprietaryInformation and Inventions Agreement:

 
| ý |   | No inventions or  improvements.                    |
|--------|--------|----------------------------------------------------|
|   |   |                                               |
|   |   | See below:  Any and all inventions regarding: |
|   |   |                                               |
|   |   | Additional sheets  attached.                       |

 

 

2.                                       I propose to bring to my employment thefollowing materials and documents of a former Employer:

 

 
| ý |   | No materials or  documents. |
|--------|--------|-----------------------------|
|   |   |                        |
|   |   | See below:                  |

 

 
| /s/Dilip Singh     |   | 5/5/03 |
|--------------------|--------|--------|
| Employee Signature |   | Date   |

 

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**Exhibit B to Executive Employment Agreement**

**Payments in Event of Change of Control**

 

**Paymentsin Event of Change In Control.**

 

B.1              **Change In Control of ADC.**During the Term, EXECUTIVE willbe eligible for coverage under the ADC Telecommunications, Inc. ExecutiveChange In Control Severance Pay Plan, 2002 Restatement, (“ADC Executive CICPlan”), according to the terms of that policy, as the same may be amended fromtime to time.  [***].  EMPLOYER does not guarantee the continuanceof its ADC Executive CIC Plan during EXECUTIVE’s employment, and nothing inthis Agreement is intended to, or shall in any way restrict the right ofEMPLOYER, to amend, modify or terminate its ADC Executive CIC Plan during theterm of EXECUTIVE’s employment.

 

[*** - 4 pages]

 

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[***]              Confidential material has been omitted.  The confidential portions that have beenomitted have been filed separately with the Securities and Exchange Commission.

 

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**SIGNATUREPAGE FOLLOWS**

 

**Initialsby parties to Executive Employment Agreement dated May 5, 2003 to which thisExhibit B is made a part of.**

** **
| **/s/Dilip  Singh** |                      | **/s/Laura  N. Owen** |   |
|---------------------|---------------------------|-----------------------|--------|
| **EXECUTIVE**       | **On behalf of EMPLOYER** |                  |

 

 

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