Exhibit
10-g


 


ADC
TELECOMMUNICATIONS, INC.


NONQUALIFIED
STOCK OPTION AGREEMENT


 


	
  Optionee:

  	
  «First_Name»
  «MI» «Last_Name»

  	
  Option
  Number:

  	
  «Num»

  
	
   

  	
   

  	
   

  	
   

  
	
  ID:

  	
  «ID»

  	
  Plan:

  	
  «Plan»

  



 


This
Nonqualified 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, the Plan and Exhibits A and B to this Agreement.  This Option is not 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, Exhibits A and B 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 Exhibits A and B, 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 Exhibits A and B).


 


Optionee
and the Company agree that these Options are granted under and governed by the
terms and conditions of this Agreement, Exhibits A and B 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.  In addition, Optionee acknowledges that Exhibit B includes
country-specific terms which apply to the Option.


 


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); (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

  



 


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  Telephone:

  	
  952-917-0576

  
	
   

  	
  800-366-3889
  ext. 70576

  



 


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EXHIBIT A


TO
THE


ADC
TELECOMMUNICATIONS, INC.


NONQUALIFIED
STOCK OPTION AGREEMENT


 


This
Exhibit A is part of and incorporated by reference into the Nonqualified 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.


 


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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 not 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 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


 


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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 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.


 


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(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 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


 


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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.


 


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


 


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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.


 


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


 


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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.


 


(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.


 


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(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 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.


 


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(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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EXHIBIT
B

TO THE

ADC TELECOMMUNICATIONS, INC.

NONQUALIFIED STOCK OPTION AGREEMENT


 


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


 


Argentina


 


The
benefits received under the Plan, if any, do not accrue on a monthly basis and
will not be granted on a regular or monthly basis.  In addition, the Option is granted by Company on behalf of the
local employer.


 


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


 


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


 


Australia


 


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


 


Belgium


 


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


 


Optionee
is required to report any security or bank account maintained outside of
Belgium on his/her annual tax return.


 


Brazil


 


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


 


By
accepting this Option, Optionee acknowledges that he/she agrees to comply with
applicable Brazilian laws and pay any and all applicable taxes associated with
the exercise of


 


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


 


Canada (Quebec only)


 


The
parties acknowledge that it is their express wish that this Agreement, as well
as all documents, notices and legal proceeds entered into, given or instituted
pursuant hereto or relating directly or indirectly hereto, be provided to them
in English.


 


Les
parties reconnaissent avoir exigé la rédaction en anglais de cette convention,
ainsi que de tous documents exécutés, avis donnés et procédures judiciaries
intentées, directement ou indirectement, relativement à ou suite à la présente
convention.


 


Canada (all provinces)


 


Optionee
is permitted to sell shares acquired upon exercise of the Option through the
designated broker appointed by the Company provided the resale of shares takes
place outside of Canada through the facilitates of the stock exchange which the
shares are listed.  Currently, the
Company’s shares are listed on NASDAQ.


 


China


 


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


 


France


 


Optionee
may hold shares purchased under the Option outside of France provided he/she
declares all foreign accounts, whether open, current, or closed, in his/her
income tax return.  Optionee must also
declare to the customs and excise authorities any cash or securities he/she
imports or exports without the use of a financial institution when the value of
the cash or securities is equal to or exceeds €7,600.


 


Germany


 


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


 


Hong Kong


 


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


 


10

















 


India


 


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


 


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


 


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


 


Ireland


 


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


 


Optionee
must exercise his/her Option by using a handwritten letter, an electronic
notification, or a voice response system. 
Optionee may not use a standard option exercise form provided by the
Company or its agent, if any.


 


If
Optionee is a director, shadow director or secretary of an Irish subsidiary of
Company, Optionee is subject to certain notification requirements under the
Companies Act, 1990.  Among these
requirements is an obligation to notify the Irish subsidiary in writing when
Optionee receives an interest (e.g.,
options, shares) in Company and the number and class of shares or rights to
which the interest relates.  In
addition, Optionee must notify the Irish subsidiary when Optionee sells shares
acquired through the exercise of options. 
Optionee must notify the Irish subsidiary of the acquisition or disposal
of an interest in shares within five days following the day of acquisition or
disposal of the interest in shares. 
These notification requirements also apply to any rights or shares
acquired by Optionee’s spouse or children under the age of 18.  Please contact Company to obtain a copy of
the notification form.


 


Israel


 


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


 


Italy


 


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


 


11

















 


In
addition, by accepting this Option, Optionee further acknowledges that he/she
has read and specifically and expressly approves the following clauses in the
Plan and this Agreement: 
Section 2(a) - the term of the Option is ten years;
Section 2(c) - the Option cannot be transferred other than by will or the
laws of descent and distribution; Section 3(a)(i) - in the event of
involuntary termination of Optionee’s employment, Optionee’s right to vest in
Options, if any, will terminate as of the date that Optionee is no longer
actively employed by Optionee’s current employer; Section 6 - Optionee is
responsible for all Tax-Related Items, as defined in this Agreement;
Section 7 - Optionee is subject to non-solicitation provisions, as
specified in this Agreement; Section 8 - Optionee consents to the
collection, use and transfer of his/her personal data as described in this
Agreement; Section 9(a) - the Plan is discretionary in nature and may be suspended
or terminated by the Company at any time; and Section 9(c) - all decisions
with respect to future grants will be at the sole discretion of the Company.


 


Exchange
control reporting is required if Optionee transfers cash or shares to or from
Italy in excess of €12,500 or the equivalent amount in U.S. dollars.  If the payment is made through an authorized
broker resident in Italy, the broker will comply with the reporting
obligation.  In addition, the Optionee
will have exchange control reporting obligations if Optionee has any foreign
investment (including stock) held outside Italy in excess of €12,500 or the
equivalent amount in U.S. dollars.  The
reporting must be done on Optionee’s individual tax return.


 


Japan


 


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


 


Malaysia


 


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


 


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


 


12

















 


disposing
of any interest in Company or any related company.


 


Mexico


 


The
invitation the Company is making under the Plan is unilateral and discretionary
and, therefore, the Company reserves the absolute right to amend it and
discontinue it at any time without any liability to Optionee.


 


This
invitation and, in Optionee’s case, the acquisition of shares does not, in any
way, establish a labor relationship between Optionee and the Company, and it
does not establish any rights between Optionee and his/her employer.


 


La invitación que the Company hace en relación con el Plan
es unilateral y discrecional, por lo tanto, the Company se reserva el derecho
absoluto para modificar o terminar el mismo, sin ninguna responsabilidad para
usted.


 


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


 


The Netherlands


 


By
accepting this Option, Optionee acknowledges that:  (i) the grant is intended as an incentive for the Optionee to remain
employed with his/her current employer and is not intended as remuneration for
labor performed; (ii) the grant is not intended to replace any pension
rights or compensation; and (iii) in the case of a merger, take-over or
transfer of liability, the benefits granted under the Plan will not transfer
automatically to another company.


 


If
Optionee would like to defer taxation until the time of exercise, he/she must
sign a deferral election form and accompanying documents for the purposes of
deferring tax until exercise.


 


Statistical
reporting of payments of €50,000 or more to or from a foreign country must be
reported to the Nederlandsche Bank.  If
a Dutch bank is involved in sending or receiving the payment, the bank will
report the transaction.


 


Singapore


 


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


 


13

















 


South Africa


 


To
participate in the Plan, Optionee must comply with exchange control regulations
in South Africa.  The Exchange Control
Department of the South African Reserve Bank (the “Exchange Control”) requires
that approval be sought for the participation by South African residents in
foreign share incentive schemes. 
Although this approval is Optionee’s obligation (not Company’s or
Optionee’s Employer obligation), the Company may obtain this approval on
Optionee’s behalf.


 


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


 


Because
the exchange control regulations change frequently and without notice, Optionee
should consult his/her legal advisor prior to exercise of this Option to ensure
compliance with current regulations.  It
is Optionee’s responsibility to comply with South African exchange control
laws, and neither Company nor Optionee’s employer will be liable for any
resulting fines or penalties.


 


South Korea


 


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


 


Exchange
control laws also require Korean residents who realize US$100,000 or more from
the sale of shares to repatriate the proceeds back to Korea within six months
of the sale.


 


Spain


 


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


 


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


 


14

















 


any
reason, then any grant of Options shall be null and void and the Plan shall not
have any effect whatsoever.


 


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


 


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


 


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


 


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


 


United Kingdom


 


Optionee
agrees that if Company does not withhold the amount of income tax and National
Insurance Contributions that Optionee is responsible for as a result of the
exercise, release, assignment or cancellation of the Option (the “Taxable
Event”) from Optionee within 90 days after the Taxable Event, that the amount
that should have been withheld from Optionee shall constitute a loan owed by
Optionee to Optionee’s employer (“Employer”), effective 90 days after the
Taxable Event.  Optionee agrees that the
loan will bear interest at the UK official rate of interest and it will be
immediately due and repayable and Company and/or Employer may recover it at any
time thereafter by withholding the funds from Optionee’s salary, bonus or any
other funds due by Employer to Optionee, by withholding in shares acquired upon
exercise of the Option or by demanding cash or a check from Optionee.


 


Venezuela


 


Optionee
acknowledges and agrees that any modification of the Plan or its termination
shall not constitute a change or impairment of the terms and conditions of
Optionee’s employment.


 


Optionee
also acknowledges that:  (i) this
offer is personal, private, exclusive and non-transferable; (ii) Optionee
has been selected to receive a grant only because he/she meets the eligibility
requirements contained in the Plan; and (iii) this offer is not being
communicated using any means of publicity.


 


Recently, the Government of Venezuela established an
exchange control regime.  Optionee
should consult with his/her legal advisor to determine how these new
requirements impact


 


15

















 


his/her participation in the Plan.


 


16