Exhibit
10-c


 


ADC
TELECOMMUNICATIONS, INC.


 


RESTRICTED
STOCK UNIT AWARD AGREEMENT


(Nonemployee
Director – Director Compensation Plan)


 


TO:              <<Participant>>


 


You
have been granted this restricted stock unit award (the “Award”) of ADC
Telecommunications, Inc. (the “Company”) pursuant to the Company’s Global Stock
Incentive Plan (the “Plan”) by reason of your election to exchange director
fees for this Award under the Company’s Compensation Plan for Nonemployee
Directors.  The Award represents the
right to receive shares of Common Stock of the Company subject to the
fulfillment of the vesting conditions set forth in this agreement (this
“Agreement”).


 


The
terms of the Award are as set forth in this Agreement and in the Plan.  The Plan is incorporated into this Agreement
by reference, which means that this Agreement is limited by and subject to the
express terms and provisions of the Plan. 
In the event of a conflict between the terms of this Agreement and the
terms of the Plan, the terms of the Plan shall control.  Capitalized terms that are not defined in
this Agreement have the meanings given to them in the Plan.  The terms of the Award are as
follows:


 


1.             Grant Date: 
                              


 


2.             Number of Restricted Stock Units
Subject to this Award:                          


 


3.             Vesting Date: 
January 1 of the year immediately following the year in which the  Grant Date occurs.  No Shares shall be distributed on the Vesting Date.  Shares will be distributed pursuant to
Section 4 hereof.


 


4.             Conversion
of Restricted Stock Units and Issuance of Shares. 
Subject to your continued service as a director until the Vesting Date,
you shall receive, in accordance with the terms and provisions of the Plan and
this Agreement, one share of Common Stock for each restricted stock unit on the
earliest practicable date (as determined by the Company) following your
retirement, resignation or removal as a director of the Company.


 


5.             Cessation of Service as a Director.  If
you cease to be a director of the Company at any time prior to the Vesting
Date, all restricted stock units that are subject to this Award shall be
forfeited and cancelled.


 


6.             Right to
Shares; Dividends.  You shall
not have any right in, to or with respect to any of the Shares (including any
voting rights issuable under the Award) until the Award is settled by the
issuance of Shares to you. 
Notwithstanding the foregoing, if the Company declares and pays cash
dividends on it Shares, you will be entitled to receive such cash dividends in
the form of Dividend Equivalents at the same rate and at the same time as such
cash dividends are paid with respect to Shares.


 


8.             Transfer of Award.  Your
rights under the Award may not be sold, assigned, transferred, pledged or
disposed of in any way, except by will or by the laws of descent and
distribution, without the prior written consent of the Company.


 


9.             Acceleration of Vesting Date.  In the event of a “Change in Control” of the
Company prior to the Vesting Date, the Vesting Date shall be accelerated to the
effective


 

















 


date of such Change in Control.  The distribution date set forth in Section 4
hereof shall not be effected by such Change in Control.  For purposes of this Agreement, the following
terms shall have the definitions set forth below:


 


(a)           “Change in Control” shall mean:


 


(i)                                     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;


 


(ii)                                  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;


 


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


 


(iv)                              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;


 


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


 


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


 


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(b)                                 “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 (b), “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.


 


9.                                      Further
Acts.  You agree to execute and deliver any additional documents and to perform
any other acts necessary to give full force and effect to the terms of this
Agreement.


 


10.                               New,
Substituted or Additional Securities.  In
the event of any stock dividend, stock split or consolidation or any like
capital adjustment of any of the outstanding securities of the Company, all
new, substituted or additional securities or other property to which you become
entitled by reason of the Award shall be subject to forfeiture to the Company
with the same force and effect as is the Award immediately prior to such event.


 


11.                               Severability.  In the event that any provision of this
Agreement is deemed to be invalid or unenforceable, the remaining provisions shall
nevertheless remain in full force and effect without being impaired or
invalidated in any way.


 


12.                               Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Minnesota
without regard to conflict of laws principles.


 


13.                               Limitation
on Rights; No Right to Future Grants; Extraordinary Item.  By
entering into this Agreement and accepting the Award, you acknowledge that:
(a) the Plan is discretionary and may be modified, suspended or terminated
by the Company at any time as provided in the Plan; (b) the grant of the
Award is a one-time benefit and does not create any contractual or other right
to receive future grants of awards or benefits in lieu of awards; (c) all
determinations with respect to any such future grants, including, but not
limited to, the times when awards will be granted, the number of Shares subject
to each award, the award price, if any, and the time or times when each award
will be settled, will be at the sole discretion of the Company; (d) your
participation in the Plan is voluntary; (e)  the future value of the
Common Stock subject to the Award is unknown and cannot be predicted with
certainty, and (f) neither the Plan, the Award nor the issuance of the
Shares confers upon you any right to continue as a director of the Company, nor
do they limit in any respect the right of the Company to terminate your
relationship with the Company at any time.


 


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14.          Execution
of Award Agreement.  Please acknowledge your acceptance of the
terms and conditions of the Award by signing one copy of this Agreement and
returning it to the address indicated below. 
If you have not notified the Company of your rejection of the Award
within thirty (30) days after your receipt of this Agreement, you will have
consented to all of the terms and provisions hereof.


 


 


	
   

  	
  ADC TELECOMMUNICATIONS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


 


ACCEPTANCE AND ACKNOWLEDGMENT


 


I accept the
Restricted Stock Unit Award described in this Agreement and in the Plan, and
acknowledge receipt of a copy of this Agreement, the Plan and the applicable
Plan Summary, and acknowledge that I have read them carefully and that I fully
understand their contents.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  <<Participant>>

  
	
   

  	
   

  
	
  Return to:

  	
   

  
	
   

  	
   

  
	
  ADC Telecommunications,
  Inc.

  	
   

  
	
  Office of the General
  Counsel

  	
   

  
	
  P.O. Box 1101

  	
   

  
	
  Minneapolis, MN 55440-1101

  	
   

  
	
  Fax:  952-917-0893

  	
   

  



 


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