**Exhibit10.a**

 
|   | **Laura  Owen**                  |
|--------|----------------------------------|
|   | Vice President, Human  Resources |
|   | Laura_owen@adc.com               |
|   | Tel:  952.917.0706          |
|   | Fax: 952.917.0708                |

 

March 24, 2004

 

Mr. Ron Lowy

 

Dear Mr. Lowy:

 

As you know, ADCTelecommunications, Inc. (“Company”) is anticipating a stock purchase agreementwith Gentek, Inc. under which the Krone Communications business will bepurchased from Gentek (the “Transaction”). The Company is very excited about this opportunity, and values the rolethat you can serve on our team.  Thisemployment letter agreement (“Letter Agreement”), sets forth our offer ofcontinued employment following the closing of the Transaction.

 

# 1.                                       **Position and Duties**.  Your initial position will beVice-President, Global Sales, and President, Infrastructure Business, reportingto Robert Switz and your principal place of employment shall be Centennial,Colorado.  While some change in yourduties and responsibilities will be inherent in the integration of the Companyand Krone, your job duties will be those normally and reasonably attendant tosuch a position. Reasonable changes may be made from time to time in yourposition and duties in the Company’s discretion.  The Company will consult with you in good faith prior to makingany such changes. You agree to devote your full time and attention to theperformance of your duties.  You alsoagree to comply with applicable law and all Company policies, including theCompany’s Code of Business Conduct. Upon Closing of the Transaction, you will also be required to sign theCompany’s standard Confidentiality and Invention Agreement, and other routinehuman resources documents as necessary from time-to-time.

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# 2.                                       **Term.** Your employment will not be for a set term, but rather continueindefinitely on an at-will basis subject to your potential right to severancedescribed below.

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# 3.                                       **Base Salary**.  You will be paid a base salary (“Base Salary”) at an annual rateof Three Hundred Sixty Thousand Dollars ($360,000.00), payable in accordancewith the Company’s normal payroll policies. Your Base Salary will be reviewed annually and may be increased in thediscretion of the Company, but will not be decreased.

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# 4.                                       **Benefits**.  You will be eligible to participate in all employee benefitprograms established by the Company that are applicable to similarly situatedemployees of the Company as in effect from time to time.  You will be given credit for your time ofservice with GenTek for purposes of the Company’s benefit plans. You will alsobe eligible for vacation and other paid time off in accordance with theCompany’s policies in effect for similarly situated employees. You will retainany accrued unused vacation at the time of

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OfficeAddress:  13625 Technology Drive, EdenPrairie, Minnesota 55344

Mailing Address:P.O. Box 1101, Minneapolis, Minnesota 55411-1101

WorldHeadquarters: Minneapolis, Minnesota USA +1.952.938.8080   www.adc.com

 

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# Closing.  The Company does not guarantee the adoptionor continuance of any particular employee benefit or benefit plan, and nothingin this Letter Agreement is intended to, or shall in any way restrict the rightof the Company, to amend, modify or terminate any of its benefits or benefitplans.  Your eligibility to participatein any benefits plan is subject to the terms of the applicable plan, as may beamended from time to time.

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You will also participatein perquisite programs established by the Company that are in effect from timeto time for similarly-situated executives in your country.  Currently, this includes an enhancement tothe long-term disability coverage, eligibility for a supplement to the 401(k)plan, which we call the ADC 401(k) Excess Plan, and a monthly allowance in lieuof other perquisites that has an annualized value of Sixteen ThousandDollars$16,000.

 

# 5.                                       **Incentive Compensation**.  For the period of January 1, 2004through the time of Closing of the Transaction, you will be paid under theterms of the 2004 GenTek Operations Management Incentive Plan.  From that point forward, while you areemployed and while the Company’s Management Incentive Plan (“MIP”) remains ineffect, you will be eligible to participate in the MIP subject to and inaccordance with the terms and conditions thereof.  Under the current MIP, your target incentive will be 75% of yoursalary paid during the 2004 Company fiscal year.  Under the current Plan design, the actual MIP award can rangefrom zero to 300% of your target award. The Company reserves the right tomodify the design and terms of the MIP for subsequent fiscal years.

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# 6.                                       **Stock Options**.  The Company will grant you an option topurchase 375,000 shares of the Company’s common stock in accordance with theterms of the Company’s Global Stock Incentive Plan (the “Global Plan”), as thesame may be amended from time-to-time, and a non-qualified stock optionagreement to be entered into between you and the Company.  The exercise price for this option shall bethe average of the high and low trading prices of the Company’s common stock onthe effective date of grant, as determined in accordance with the terms of theGlobal Plan.  These options will vestover a four (4) year period, with 25% of the grant vesting after the lapse ofeach full year from the date of grant and shall terminate ten (10) years fromthe date of grant if not earlier in the event of termination of employment.  Vesting is conditional on your continuedemployment during the vesting period, provided however, that the optionsgranted hereby shall become fully vested and exercisable if your employmentterminates after November 12, 2004 by the Company without “cause” or byyou for “good reason”, in each case as defined in the KERP (as described inSection 8 hereof).  The effectivedate of the grant will be the last business day of the month in which youbecome an employee of ADC (the month of the Transaction Closing).  The grant will be conditional on your signedacceptance of ADC’s standard form of option agreement, which includes yourpromise not to solicit ADC employees in the case of your departure from ADC.

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# 7.                                       **Restricted Stock Units**.  The Company will grant to you 125,000 sharesof the restricted stock units (RSU’s”) in the Company’s common stock inaccordance with the terms of the Global Plan, as the same may be amended fromtime-to-time, and ADC’s standard form of RSU agreement to be entered intobetween you and the Company.  TheseRSU’s will vest over a four (4) year period, with 25% of the grant vestingafter the lapse of each full year from the date of grant.  The effective date of the grant will be thelast business day of the month in which you become an employee of ADC.  As with your stock options, vesting isconditional on your continued employment with ADC during the vesting period,provided however, that the RSU’s granted hereby shall become fully vested ifyour

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# employment terminatesafter November 12, 2004 by the Company without “cause” or by you for “goodreason,” in each case as defined in the KERP.

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# 8.                                       **KERP Severance Provisions**.  The Company and Gentek are in discussionsabout the GenTek Inc. Key Employee Retention Plan (“KERP”).  Regardless of the result of thosediscussions, the severance benefits currently available to you and theconditions under which you may be entitled to such severance will be maintained,either directly under the KERP or under a comparable severance plan to beestablished by the Company.  Any suchplan established by the Company will be in effect until November 13,2008.  In either case, any potentialright to “enhanced severance” as set forth in the KERP expires on November 13,2004.  Please understand that we do notintend any duplication of severance pay benefits across the GenTek KERP, anycomparable plan adopted by the Company or any other severance pay maintained bythe Company.  Accordingly, under nocircumstances would you be entitled to severance payments under more than onesuch plan.

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# 9.                                       **No “Good Reason” to Resign**.  By accepting this Letter Agreement, youexpressly agree that the terms of employment, including your initial position,offered in this Agreement are satisfactory to you and the changes in the termsand conditions of your employment contemplated hereby shall not constitute“Good Reason” for a voluntary resignation under the KERP and shall not giverise to your right to receive any severance payment under the KERP or anycomparable plan adopted by the Company. You are not forfeiting your right to resign for Good Reason as set forthin the KERP if there are future changes from your initial position with theCompany that constitute Good Reason as defined in KERP, which definition willbe expressly adopted into any comparable Company plan.

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# 10.                                 **Non-solicitation and Non-hire**.  You agree that, for a period of one (1) yearafter termination of your employment under any circumstances, you shall notdirectly or indirectly:  (a) hireor attempt to hire for employment any person who is employed by the Company orits affiliates, or attempt to influence any such person to terminate employmentwith the Company or its affiliates; (b) induce or attempt to induce anyemployee of the Company or its affiliates to work for, render services to,provide advice to, or supply confidential business information or trade secretsof the Company or its affiliates to any third person, firm or corporation; or(c) induce or attempt to induce any customer, supplier, licensee, licensoror other business relation of the Company to cease or reduce doing businesswith the Company or its affiliates, or in any way interfere with therelationship between any such customer, supplier, licensee, licensor, or otherbusiness relation of the Company or its affiliates.

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You agree that yourbreach of the non-solicitation, non-hire restrictions will cause the Companyirreparable harm which would not be adequately compensated by monetary damagesand that an injunction may be granted by any court or courts havingjurisdiction, restraining you from breaches of those terms.

 

# 11.                                 **Conditions. **This letter shall be legally binding upon mutual executionand delivery by the Company and you, subject to the following conditions:  (a) receipt of approval of the materialterms of this agreement by the Compensation Committee of ADC’s Board ofDirectors, which approval shall be sought prior to the execution of theAcquisition Agreement between ADC and GenTek; and (b) the effective date ofemployment under the terms of this Agreement shall not commence until the dateof closing of the Transaction.  If theAcquisition Agreement is terminated for any reason prior to the closing of the

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# Transaction, this LetterAgreement shall be terminated and neither party shall have any obligation tothe other by reason of this Agreement.

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# 12.                                 **Required Disclosures. **As a publicly-held company, ADC may havecertain disclosure obligations with respect the terms of your compensation andemployment.  You acknowledge and agreethat ADC may make such disclosures regarding this information as it deemsappropriate under applicable laws, however the Company will provide you noticeprior to any such disclosure being made to any party outside of the Company.

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# 13.                                 **Entire Agreement**.  ThisLetter Agreement and the Service Agreement, except as modified herein,constitute the entire agreement between you and the Company, its affiliatesand/or subsidiaries, with respect to the matters addressed herein, includingwith respect to compensation and termination, and at closing will supercede allprior agreements and understandings with respect to the matters addressedherein.  You acknowledge thatthere have been no other representations or agreements other than as stated inthis Letter Agreement related to the terms and conditions of your employmentand/or the termination thereof.  ThisLetter Agreement may be changed only by an agreement in writing signed by bothyou and the Chief Executive Officer of the Company.  If any court or competent authority deems any portion of thisagreement unenforceable, such unenforceable portion shall be severed ormodified to permit enforcement to the maximum extent allowable.  In the event that the Transaction does notoccur, this Letter Agreement is null and void.

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By your signature below,you acknowledge that you have read, understood, and agreed to the terms setforth in this Letter Agreement.

 
| Dated: |   3-24-04           |              |   |
|--------|-------------------------------|-------------------|--------|
|   |                          |
|   | ADC Telecommunications,  Inc. |              |
|   |                          |
|   |                          |
|   | By                            | /s/ Laura N. Owen |   |
|   | Company                       |
|   |                          |
|   |                          |
|   | I agree to the above  terms.  |              |
|   |                          |              |
|   | Dated:                        | 3-24-04           |   |   |
|   |                          |
|   |                          |
|   | /s/ Ron Lowy                  |              |
|   | RON LOWY                      |
|        |                               |                   |        |  |  |  |  |  |

 

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