Exhibit
10-e


 


ADC
TELECOMMUNICATIONS, INC.


 


RESTRICTED
STOCK AWARD AGREEMENT


 


THIS AGREEMENT is made as
of this 11th day of December 2003, by and between ADC Telecommunications, Inc.,
a Minnesota corporation (the “Company”), and Hilton M. Nicholson (“Participant”).


 


The
Company, pursuant to its Global Stock Incentive Plan (the “Plan”), hereby
grants the following stock award to Participant, which award shall have the
terms and conditions set forth in this Agreement:


 


1.                          Award


The Company, effective as of the date of this Agreement, hereby grants
to Participant a restricted stock award of 80,000 shares (the “Shares”) of
common stock, par value $.20 per share, of the Company (the “Common Stock”),
subject to the terms and conditions set forth herein.


 


2.                          Vesting


Subject
to the terms and condition of this Agreement, the Shares shall vest in
Participant as follows:  one-third (1/3)
of the Shares shall vest on each of December 11, 2004, 2005 and 2006, if, and
only if, Participant remains continuously employed by the Company from the date
hereof until each respective vesting date. 
Vesting of the Shares shall be accelerated to an earlier date only under
the following conditions:


 


a)
in the event of a Change in Control of Company (as defined in the attached
Exhibit A), and provided that Participant remains continuously employed by the
Company until the effective date of such Change in Control, all unvested Shares
granted under this Agreement shall become immediately vested on the effective
date of the Change in Control;


 


b)
in the event that Participant’s employment by the Company is terminated because
Participant becomes employed by a new owner of the IP Cable business in
connection with an “IP Cable Divestiture Event” (as defined in Exhibit A), and
provided that Participant remains continuously employed by the Company until
the date of closing of the IP Cable Divestiture Event, all unvested Shares
granted under this Agreement shall become immediately vested as of the last
date of Participant’s employment with the Company; or


 


c)
in the event that Participant’s employment by the Company is involuntarily
terminated by the Company without cause within one year following an IP Cable
Divestiture Event, and provided that Participant remains continuously employed
by the Company until the date of such involuntary termination, all unvested
Shares granted under this Agreement shall become immediately vested as of the
last date of Participant’s employment with the Company.


 


3.                          Restriction on Transfer


Until
the Shares vest pursuant to Section 2 hereof, none of the Shares may be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of or
encumbered, and no attempt to transfer the Shares, whether voluntary


 


1

















 


or
involuntary, by operation of law or otherwise, shall vest the transferee with
any interest or right in or with respect to the Shares.


 


4.                          Forfeiture 


If Participant ceases to
be an employee of the Company or any majority-owned affiliate of the Company
for any reason prior to the vesting of the Shares pursuant to Section 2 hereof,
Participant’s rights to the unvested portion of the Shares shall be immediately
and irrevocably forfeited.


 


5.                          Issuance and Custody of Certificate


(a)
The Company shall cause to be issued one or more stock certificates, registered
in the name of Participant, evidencing the Shares.  Each such certificate shall bear the following legend:


 


“The
shares of common stock represented by this certificate are subject to
forfeiture, and the transferability of this certificate and the shares of stock
represented hereby are subject to the restrictions, terms and conditions
(including restrictions against transfer) contained in the ADC
Telecommunications, Inc. Global Stock Incentive Plan and a Restricted Stock
Award Agreement entered into between ADC Telecommunications, Inc. and the
registered owner of such shares.  Copies
of the Plan and the Agreement are on file in the office of the Secretary of ADC
Telecommunications, Inc., 13625 Technology Drive, Eden Prairie, Minnesota.”


 


(b)  Participant shall execute stock powers
relating to the Shares and deliver the same to the Company.  Company shall use such stock powers only for
the purpose of canceling any unvested Shares that are forfeited.


 


(c)  Each certificate issued pursuant to Section
5(a) hereof, together with the stock powers relating to the Shares, shall be
deposited by the Company with the Secretary of the Company or a custodian
designated by the Secretary.  The
Secretary or such custodian shall issue a receipt to Participant evidencing the
certificate or certificates held which are registered in the name of
Participant.


 


(d)  After any Shares vest pursuant to Section 2
hereof, the Company shall promptly cause to be issued a certificate or certificates
evidencing such vested Shares, free of the legend provided in section 5(a)
hereof, and shall cause such certificate or certificates to be delivered to
Participant or Participant’s legal representatives, beneficiaries or heirs.


 


6.                          Distributions and Adjustments


(a)  If all or any portion of the Shares vest in
Participant subsequent to any change in the number or character of Shares of
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 Shares such that an adjustment is determined
by the Compensation and Organization Committee of the Board of Directors (the
“Committee”) to be appropriate in order to prevent dilution or enlargement of
the interest represented by the Shares), Participant shall


 


2

















 


then
receive upon such vesting the number and type of securities or other
consideration which he would have received if the Shares had vested prior to
the event changing the number or character of outstanding Shares of Common
Stock.


 


(b)  Any additional Shares of Common Stock, any
other securities of the Company and any other property (except for cash
dividends) distributed with respect to the Shares prior to the date the Shares
vest shall be subject to the same restrictions, terms and conditions as the
Shares.  Any cash dividends payable with
respect to the Shares shall be distributed to Participant at the same time cash
dividends are distributed to shareholders of the Company generally.


 


(c)  Any additional Shares of Common Stock, any
securities and any other property (except for cash dividends) distributed with
respect to the Shares prior to the date such Shares vest shall be promptly
deposited with the Secretary or the custodian designated by the Secretary to be
held in custody in accordance with Section 5(c) hereof.


 


7.                          Taxes


(a)  In order to provide the Company with the
opportunity to claim the benefit of any income tax deduction which may be
available to it in connection with this restricted stock award, and in order to
comply with all applicable federal or state tax laws or regulations, the
Company may take such action as it deems appropriate to insure that, if
necessary, all applicable federal or state income and social security taxes are
withheld or collected from Participant.


 


(b)  Participant may elect to satisfy his federal
and state income tax withholding obligations in connection with this restricted
stock award by (i) having the Company withhold a portion of the shares of
Common Stock otherwise to be delivered upon vesting of this restricted stock
award having a fair market value equal to the amount of federal and state
income taxes required to be withheld in connection with this restricted stock
award, in accordance with the rules of the Committee, or (ii) delivering to the
Company shares of Common Stock other than the shares to be delivered upon
vesting of this restricted stock award having a fair market value equal to such
taxes, in accordance with the rules of the Committee.


 


(c)  Notwithstanding clause 7(b) above, if
Participant elects, in accordance with Section 83(b) of the Internal
Revenue Code of 1986, as amended, to recognize ordinary income in the year of
acquisition of the Shares, the Company may require at the time of such election
an additional payment for withholding tax purposes based on the fair market
value of such Shares as of the date of the acquisition of such Shares by
Participant.


 


8.                          Miscellaneous


(a)  This Agreement is issued pursuant to the
Plan and is subject to its terms. 
Participant hereby acknowledges receipt of a copy of the Plan.  The Plan is also available for inspection
during business hours at the principal office of the Company.


 


(b)  This Agreement shall not confer on
Participant any right with respect to continuance of employment by the Company
or any of its subsidiaries.


 


3

















 


(c)
This Agreement shall be governed by and construed under the internal laws of
the State of Minnesota, without regard for conflicts of laws principles
thereof.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first above written.


 


	
   

  	
  ADC TELECOMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura N. Owen

  	
   

  
	
   

  	
   

  	
  Laura N. Owen

  
	
   

  	
  Its:

  	
  Vice President, Human Resources

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Hilton M. Nicholson

  	
   

  
	
   

  	
  Hilton M. Nicholson

  
							



 


4

















 


Exhibit
A


 


Change In Control.


 


(i)                                     For purposes of this Agreement and this
Exhibit A, a Change in Control” of the Company 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 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.


 


5

















 


(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.


 


IP Cable Divestiture Event. 
For purposes of this Agreement and this Exhibit A, an “IP Cable
Divestiture Event” shall mean the closing of a sale or other divestiture by the
Company of at least a majority ownership interest in substantially all of the
business and assets of the Company’s IP Cable business unit (including the Cuda
CMTS product line) to a third party which continues the IP Cable business.  The sale of the business and assets of only
the Fastflow and/or Homeworx product line shall not constitute an IP Cable
Divestiture Event.  In the event that
the Company engages in a transaction in which the Company divests a minority
interest but retains at least a majority ownership interest in a business entity
or new joint venture which continues the IP Cable business including the Cuda
CMTS product Line, such transaction shall also be deemed an IP Cable
Divestiture Event if the Participant is not offered continued employment by
either the Company or the entity or joint venture which continues the business
of the IP Cable business unit.   The
Company may or may not engage in an IP Cable Divestiture Event as it evaluates
its business portfolio and strategy on an on-going basis.  This Agreement is not intended to and shall
not impose any commitment on the Company to proceed with a divestiture of the
IP Cable business unit.  The Company
retains complete discretion as to if and when it would proceed with any such
transaction.


 


6