Exhibit
10-f


 


ADC TELECOMMUNICATIONS, INC.


INCENTIVE STOCK OPTION AGREEMENT


 


	
  Optionee:

  	
   

  	
  «First_Name» «MI» «Last_Name»

  	
   

  	
  Option Number:

  	
   

  	
  «Num»

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID:

  	
   

  	
  «ID»

  	
   

  	
  Plan:

  	
   

  	
  «Plan»

  



 


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


 


Effective the 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 of common
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 conditions set
forth herein and in the Plan and Exhibit A to this Agreement.  This Option is intended to be an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”).


 


The total aggregate purchase price for all of the shares purchasable
under this Option is US$«Total_option_price».


 


Subject to the terms and conditions of this Agreement, Exhibit A to
this Agreement 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 vest
and may be exercised in whole or in part by the Optionee according to the
following vesting schedule:


 


	
  Vesting Date

  	
   

  	
  Number of
  Option

  Shares Vesting

  	
   

  	
  Expiration
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Subject to the provisions of the Plan and Exhibit A, the Optionee must
be actively employed by the Company or any of its Affiliates on each Vesting
Date for vesting to occur.  Termination
of employment after a Vesting Date may accelerate the Expiration Date (see
terms of the Plan and Exhibit A).


 


Optionee and the Company agree that these Options are
granted under and governed by the terms and conditions of this Agreement,
Exhibit A to this Agreement, and the Plan. 
Each of these documents and a Prospectus related to shares covered by
the Plan has been provided to Optionee. 
Optionee specifically acknowledges
that Exhibit A to this Agreement contains an agreement by Optionee not to
solicit employees of the Company or its Affiliates on behalf of any other
employer, a data privacy consent by Optionee and certain other acknowledgements
by Optionee.


 


Optionee acknowledges that this Option is subject to
the ongoing discretionary authority of the Company to determine: (i) the
permissible manner of exercise of the Option (including but not limited to the
authority of the Company to require a mandatory cashless exercise);


 


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(ii) the permissible timing of exercise of the Option;
and (iii) any other restrictions that the Company deems necessary and
advisable, including but not limited to restrictions pertaining to applicable
law.  Optionee further acknowledges that
in the event the Optionee chooses to effect a simultaneous exercise and sale of
all or a portion of the shares that are subject to this Option, neither the
Company nor its third party stock option administrator will guarantee any
particular market price for the sale of the shares, nor shall the Company or
its third party administrator be responsible for any failure to obtain any
particular market price due to delays in the exercise 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 TO THE COMPANY AT THE ADDRESS LISTED BELOW.  IF THIS AGREEMENT IS NOT SIGNED AND RETURNED
WITHIN SIXTY (60) DAYS FROM THE DATE OF MAILING THIS AGREEMENT, THIS OPTION
SHALL BE VOID AND HAVE NO FORCE OR EFFECT.


 


Postal Mail:


ADC


Attn:  HR Stock
Compensation, MS 56


P.O. Box 1101


Minneapolis, MN 55440-1101 USA


 


Express Mail:


ADC


Attn:  HR Stock
Compensation, MS 56


13625 Technology Drive


Eden Prairie, MN 55344 USA


 


For questions regarding this Option, please contact
ADC’s HR Stock Compensation Group as follows:


 


	
  Email:

  	
  stockprograms@adc.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Facsimile:

  	
  952-238-1525

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  952-917-0576

  	
   

  	
   

  



 


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  800-366-3889 ext. 70576

  	
   

  	
   

  



 


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EXHIBIT A


TO THE


ADC TELECOMMUNICATIONS, INC.


INCENTIVE STOCK OPTION AGREEMENT


 


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


 


Unless otherwise defined herein, capitalized terms shall have the
meaning given such term in the Agreement.


 


1.                                      Grant
of Option


 


Refer to the Agreement for a description of the Option grants,
including the total number of shares of Common Stock covered by this Option,
the exercise price per share, and the schedule for vesting.  This Option is intended to be an incentive
stock option within the meaning of Section 422 of the U.S. Internal Revenue
Code.


 


2.                                      Duration
and Exercisability


 


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


 


(b)                                 Notwithstanding
the provisions contained in Section 2(a) above, but subject to the other terms
and conditions set forth herein, this Option shall become fully vested and
exercisable on the date of a “Change in Control” (as hereinafter defined).  For purposes of the Agreement and this
Exhibit A to the Agreement, the following terms shall have the definitions set
forth below:


 


(i)                                     “Change
in Control” shall mean:


 


(A)                              a
change in control of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
whether or not the Company is then subject to such reporting requirement;


 


(B)                                the
public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed pursuant to Section 13(d) of the Exchange
Act) by the Company or any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) that such person has become the “beneficial owner”
(as defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company’s then outstanding securities, determined
in accordance with Rule 13d-3, excluding, however, any securities acquired
directly from the Company (other than an acquisition by virtue of the exercise
of a conversion privilege


 


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unless the security being so converted was itself
acquired directly from the Company); however, that for purposes of this clause
the term “person” shall not include the Company, any subsidiary of the Company
or any employee benefit plan of the Company or of any subsidiary of the Company
or any entity holding shares of Common Stock organized, appointed or
established for, or pursuant to the terms of, any such plan;


 


(C)                                the
Continuing Directors cease to constitute a majority of the Company’s Board of
Directors;


 


(D)                               consummation
of a reorganization, merger or consolidation of, or a sale or other disposition
of all or substantially all of the assets of, the Company (a “Business
Combination”), in each case, unless, following such Business Combination, (A)
all or substantially all of the persons who were the beneficial owners of the
Company’s outstanding voting securities immediately prior to such Business
Combination beneficially own voting securities of the corporation resulting
from such Business Combination having more than 50% of the combined voting
power of the outstanding voting securities of such resulting Corporation and
(B) at least a majority of the members of the Board of Directors of the
corporation resulting from such Business Combination were Continuing Directors
at the time of the action of the Board of Directors of the Company approving
such Business Combination;


 


(E)                                 approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company; or


 


(F)                                 the
majority of the Continuing Directors determine in their sole and absolute
discretion that there has been a change in control of the Company.


 


(ii)                                  “Continuing
Director” shall mean any person who is a member of the Board of Directors of
the Company, while such person is a member of the Board of Directors, who is
not an Acquiring Person (as defined below) or an Affiliate or Associate (as
defined below) of an Acquiring Person, or a representative of an Acquiring
Person or of any such Affiliate or Associate, and who (x) was a member of the
Board of Directors on the date of this Agreement as first written above or
(y) subsequently becomes a member of the Board of Directors, if such  person’s initial nomination for election or
initial election to the Board of Directors is recommended or approved by a
majority of the Continuing Directors. 
For purposes of this subparagraph (ii), “Acquiring Person” shall mean
any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) who or which, together with all Affiliates and Associates of such person,
is the “beneficial owner” (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company’s then
outstanding securities, but shall not include the Company, any subsidiary of
the Company or any employee benefit plan of the Company or of any


 


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


 


(c)                                  This
Option shall not be assignable or transferable except to a designated
beneficiary (under procedures established by the Company) or by the laws of
descent and distribution in the case of the death of Optionee, and except that
for U.S. resident employees, upon written notice to the Company, U.S. resident
employees may transfer this Option during his or her lifetime to any “family
member” (as such term is used on Form S-8 under the Securities Act of 1933) of
Optionee provided that (i) there is no consideration for such transfer or such
transfer is effected pursuant to a domestic relations order in settlement of
marital property rights, and (ii) this Option held by such transferees shall
continue to be subject to the same terms and conditions (including restrictions
on subsequent transfers) as were applicable to this Option immediately prior to
such transfer.  This Option may not be
pledged, alienated, attached or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate of the Company.


 


(d)                                 This
Option may be exercised, during the lifetime of Optionee, only by Optionee, a
permitted transferee pursuant to a transfer permitted by Section 2(c) above,
or, if permissible under applicable law, by Optionee’s or such transferee’s
guardian or legal representative.


 


3.                                      Effect
of Termination of Employment


 


(a)                                              For
all purposes of the Agreement and this Exhibit A, the term “Employment
Termination Date” shall mean the earlier of:


 


(i)                                                 the
date, as determined by the Company, that Optionee is no longer actively
employed by the Company or an Affiliate of the Company, and in the case of an
involuntarily termination, such date shall not be extended by any notice period
mandated under local law (e.g., active employment would not include a period of
“garden leave” or similar period pursuant to local law); or


 


(ii)                                              the
date, as determined by the Company, that Optionee’s employer is no longer an
Affiliate of the Company.


 


(b)                                 In
the event the Optionee ceases to be an employee of the Company or any of its
Affiliates for any reason other than death, Optionee shall have the right to
exercise the Option at any time within one year after the Employment
Termination Date to the extent of the number of vested shares Optionee was
entitled to purchase under the Option on the Employment Termination Date, subject
to the condition that no Option shall be exercisable after the Expiration Date.


 


(c)                                  In
the event the Optionee dies while an employee of the Company or any of its
Affiliates or within three months after the Employment Termination Date, this
Option may be exercised at any time within two years after his or her


 


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death by the executors or administrators of Optionee,
or by any person or persons to whom the Option is transferred by the prior
designation of a beneficiary or the applicable laws of descent and
distribution, to the extent of the number of vested shares Optionee was
entitled to purchase under the Option on the date of death, subject to the
condition that no Option shall be exercisable after the Expiration Date.


 


(d)                                 No
further vesting of this Option shall occur after the Employment Termination
Date, and this Option shall be exercisable in accordance with this Section 3
following the Employment Termination Date only to the extent that it is exercisable
on the Employment Termination Date, pursuant to the vesting schedule set forth
in the Agreement and Section 2 hereof.


 


4.                                      Manner
of Exercise


 


The Option can be exercised only by Optionee or other proper party
within the option period by notice to the Company or the Company’s third-party
stock option administrator (UBS PaineWebber Inc. as of the date of this grant)
in a form 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 specify
all conditions of the manner of exercise, and such conditions may vary by
country and may be subject to change from time to time.


 


5.                                      Adjustments


 


If Optionee exercises all or any portion of the Option subsequent to
any change in the 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 Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase shares of Common Stock or other securities
of the Company or other similar corporate transaction or event affecting the
Common Stock such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the Option),
Optionee shall then receive for the aggregate price paid by him or her on such
exercise of the Option, the number and type of securities or other
consideration which he would have received if such Option had been exercised
prior to the event changing the number or character of outstanding shares.


 


6.                                      Responsibility
for Taxes


 


Regardless of any action taken by the Company or Optionee’s employer (the
“Employer”) with respect to any or all income tax, social insurance, payroll
tax, payment on account or other tax-related withholding (“Tax-Related Items”),
Optionee acknowledges that the ultimate liability for all Tax-Related Items is
and remains Optionee’s responsibility and that the Company and/or the Employer
(i) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Option grant, including
the grant, vesting or exercise of the Option, the subsequent sale of shares
acquired 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 Option
to reduce or eliminate Optionee’s liability for Tax-Related Items.  Without limiting the foregoing, the Company
specifically disclaims any representation or guarantee that this Option will
qualify as an Incentive Stock Option under Section 422 of the Internal Revenue
Code, or if the Option initially so qualifies, that it will continue to
qualify.  Optionee should consult his or
her own tax advisor regarding the status of and tax treatment for this Option.


 


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Prior to exercise of the Option, Optionee shall pay or make adequate
arrangements satisfactory to the Company and/or the Employer to satisfy all
withholding and payment on account obligations of the Company and/or the
Employer.  In this regard, Optionee
authorizes the Company and/or the Employer to withhold all applicable
Tax-Related Items legally payable by Optionee from Optionee’s wages or other
cash compensation paid to Optionee by the Company and/or the Employer or from
proceeds of the sale of the shares. 
Alternatively, or in addition, if permissible under local law, the
Company may (i) sell or arrange for the sale of shares that Optionee acquires
to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold
in shares, provided that the Company only withholds the amount of shares
necessary to satisfy the minimum withholding amount.  Finally, Optionee shall pay to the Company or the Employer any
amount of Tax-Related Items that the Company or the Employer may be required to
withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase
of shares that cannot be satisfied by the means previously described.  The Company may refuse to honor the exercise
and refuse to deliver the shares if Optionee fails to comply with his or her
obligations in connection with the Tax-Related Items as described in this
section.


 


7.                                      Non-solicitation
Agreement


 


(a)                                  In
consideration of the grant of the Option, the Optionee shall not, directly or
indirectly, during the period the Optionee is employed by the Company or its
Affiliates and for a period of one year after the Employment Termination
Date:  (i) induce or attempt to induce
any 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 such
employee and the Company or any of its Affiliates; (ii) induce or attempt to
induce any other employee of the Company or any of its Affiliates to work for,
render services or provide advice to or supply confidential business
information or trade secrets of the Company or its Affiliates to any person or
entity other than the Company or its Affiliates; or (iii) employ, or otherwise
pay for services rendered by, any other employee of the Company or any of its
Affiliates in any other business enterprise.


 


(b)                                 The
Optionee acknowledges that breach of this Section 7 would be highly injurious
to the Company, and the Company reserves its rights to pursue all available
remedies, including but not limited to equitable and injunctive relief and
damages.  The Optionee specifically
agrees that the Company shall be entitled to obtain temporary and permanent
injunctive relief from a court of law to enforce the provisions of this Section
7, and that such relief may be granted without the necessity of proving actual
damages and without necessity of posting any bond.  This provision with respect to injunctive relief shall not,
however, diminish the right of the Company to claim and recover damages or to
seek and obtain any other relief available to it.  The Optionee further acknowledges that this Section 7 shall be
enforceable by the Company even if no portion of the Option becomes vested and
exercisable.


 


8.                                      Data
Privacy Consent


 


Optionee hereby explicitly consents to the
collection, use and transfer, in electronic or other form, of his or her
personal data as described in this document by and among, as applicable, the
Company and its Affiliates for the exclusive purpose of implementing,
administering and managing Optionee’s participation in the Plan.


 


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Optionee understands that the Company and its
Affiliates hold certain personal information about Optionee, including, but not
limited 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 its
Affiliates, details of all options or any other entitlement to shares of stock
awarded, cancelled, exercised, vested, unvested or outstanding in Optionee’s
favor, for the purpose of implementing, administering and managing the Plan
(“Data”).  Optionee understands that
Data may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located
in Optionee’s country or elsewhere, and that the recipient’s country may have
different data privacy laws and protections than Optionee’s country.  Optionee understands that Optionee may
request a list with the names and addresses of any potential recipients of the
Data by contacting ADC’s HR Stock Compensation Group.  Optionee authorizes the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing Optionee’s participation in the Plan,
including any requisite transfer of such Data as may be required to a broker or
other third party with whom Optionee may elect to deposit any shares of stock
acquired upon exercise of the Option. 
Optionee understands that Data will be held only as long as is necessary
to implement, administer and manage Optionee’s participation in the Plan and
that Optionee may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing ADC’s HR Stock Compensation Group. 
Optionee understands, however, that refusing or withdrawing his or her
consent may affect Optionee’s ability to participate in the Plan.  For more information on the consequences of
Optionee’s refusal to consent or withdrawal of consent, Optionee may contact
ADC’s HR Stock Compensation Group.


 


9.                                      Nature
of Grant


 


In
accepting the grant, Optionee acknowledges that:


 


(a)                                  The Plan is established voluntarily by the
Company, it is discretionary in nature and it may be modified, suspended or
terminated by the Company at any time, as provided in the Plan and this
Agreement.  The Option is subject in all
respects to the terms and conditions of the Plan and this Agreement.


 


(b)                                 The grant of the Option is voluntary and
occasional and does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options, even if options have been
granted repeatedly in the past.


 


(c)                                  All decisions with respect to future option
grants, if any, will be at the sole discretion of the Company.


 


(d)                                 Optionee’s participation in the Plan shall
not create a right to further employment with the Company or any of its
Affiliates and shall not interfere with the ability of the Company or its
Affiliates to terminate Optionee’s employment relationship at any time with or
without cause.


 


(e)                                  Optionee is voluntarily participating in the
Plan.


 


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(f)                                    The Option is an extraordinary item that does
not constitute compensation of any kind for services of any kind rendered to
the Company or the Employer, and is outside the scope of Optionee’s employment
contract, if any.


 


(g)                                 The Option is not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement benefits or
similar payments.


 


(h)                                 In the event that Optionee is not an employee
of the Company, the Option grant will not be interpreted to form an employment
contract or relationship with the Company; and furthermore, the Option grant
will not be interpreted to form an employment contract with any Affiliate of
the Company.


 


(i)                                     The future value of the underlying shares is
unknown and cannot be predicted with certainty.


 


(j)                                     If the underlying shares do not increase in
value, the Option will have no value.


 


(k)                                  If Optionee exercises the Option and obtains
shares, the value of those shares acquired upon exercise may increase or
decrease in value, even below the exercise price.


 


(l)                                     No claim or entitlement to compensation or
damages arises from termination of the Option or diminution in value of the
Option or shares purchased through exercise of the Option which results from
the termination of Optionee’s employment by the Company or the Employer (for
any reason and regardless of whether in breach of contract), and Optionee
irrevocably releases the Company and its Affiliates from any such claim that
may arise; if, notwithstanding the foregoing, any such claim is found by a
court of competent jurisdiction to have arisen, Optionee shall be deemed
irrevocably to have waived his/her entitlement to pursue such claim.


 


(m)                               Optionee consents to the delivery by
electronic means of any documents related to the Option, the Plan or future
options that may be granted under the Plan.


 


10.                               Miscellaneous


 


(a)                                  Optionee
shall have none of the rights of a shareholder with respect to shares subject
to this Option until such shares shall have been issued upon exercise of this
Option.


 


(b)                                 This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of Minnesota without giving effect to any choice or conflict
of law provision or rule (whether of the State of Minnesota or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Minnesota.  The
Company and the Optionee submit to the jurisdiction of any state or federal
court sitting in Minneapolis, Minnesota, in any action or proceeding arising
out of or relating to this Agreement, and agree that all claims in respect of
the action or proceeding may be heard and determined in any such court.  Each of the


 


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Company and the Optionee also agrees not to bring any
action or proceeding arising out of or relating to this Agreement in any other
court.  Each of the Company and the
Optionee waives any defense of inconvenient forum to the maintenance of any
action or proceeding so brought and waives any bond, surety, or other security
that might be required of the other party with respect thereto.  The Company and the Optionee agree that a
final judgment in any action or proceeding so brought shall be conclusive and
may be enforced by suit on the judgment or in any other manner provided by law
or in equity.


 


(c)                                  To
the extent any provision of this Agreement shall be determined by any court to
be invalid or unenforceable in any jurisdiction, such provision shall be deemed
to be deleted from this Agreement, and the validity and enforceability of the
remainder of such provision and of this Agreement shall be unaffected.  In furtherance of and not in limitation of
the foregoing, the Optionee expressly agrees that should the duration of,
geographical extent of, or business activities covered by Section 7 of this
Agreement be in excess of that which is valid or enforceable under applicable
law, then such provision shall be construed to cover only that duration, extent
or activities that may validly or enforceably be covered.  The Optionee expressly stipulates that this
Agreement shall be construed in a manner that renders its provisions valid and
enforceable to the maximum extent (not exceeding its express terms) possible
under applicable law.


 


(d)                                 If
Optionee has received this Agreement or any other document related to the Plan
translated into a language other than English and if the translated version is
different than the English version, the English version will control.


 


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