exv10w3






Exhibit 10.3




NOTICE TO U.S. TAX RESIDENTS:








VESTING OF THIS RESTRICTED STOCK UNIT AWARD WILL BE A TAXABLE EVENT AND WILL RESULT IN THE
RECOGNITION BY YOU OF ORDINARY INCOME IN AN AMOUNT EQUAL TO THE FAIR MARKET VALUE OF THE SHARES
UNDERLYING THIS RESTRICTED STOCK UNIT AWARD THAT BECOME VESTED. ON SUCH DATE WHEN VESTING OCCURS
AND AS A CONDITION TO THE SHARES BEING RELEASED TO YOU, THE COMPANY MUST COLLECT ALL REQUIRED
INCOME, SOCIAL AND OTHER PAYROLL TAX WITHHOLDING FROM YOU BASED UPON SUCH FAIR MARKET VALUE.








NOTICE TO NON-U.S. RESIDENTS:








YOU MAY HAVE ADDITIONAL TERMS AND CONDITIONS FOR YOUR AWARD, WHICH ARE DESCRIBED IN EXHIBIT A TO
THIS AGREEMENT. IN ADDITION, IF YOU ARE A TAX RESIDENT OF A COUNTRY OUTSIDE THE U.S., YOUR TAX
CONSEQUENCES MAY BE DIFFERENT THAN DESCRIBED ABOVE. AS A CONDITION TO THE SHARES BEING RELEASED TO
YOU, THE COMPANY MUST COLLECT ALL REQUIRED INCOME, SOCIAL AND OTHER PAYROLL TAX WITHHOLDING THAT
MAY BE DUE BY REASON OF THE GRANT OR VESTING OF THIS AWARD.








ADC TELECOMMUNICATIONS, INC.




THREE-YEAR TIME-BASED

RESTRICTED STOCK UNIT AWARD AGREEMENT



	 	 	 	 	 

	TO:                                         

	 	RSU#:                     
	 	SAP EMPLOYEE ID#:                     





To encourage your continued employment with ADC Telecommunications, Inc. (the “Company”) or its
Affiliates, you have been granted this restricted stock unit award (the “Award”) pursuant to the
Company’s 2010 Global Stock Incentive Plan (the “Plan”). 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 and the additional terms and conditions set forth in Exhibit A to this
agreement (collectively, 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:



1. Grant Date:                      (hereinafter “Grant Date”)



2. Number of Restricted Stock Units Subject to this Award:                      (hereinafter “Target Award
Number”)



3. Vesting Schedule: Subject to the other terms and conditions of this Agreement and the Plan, the
Award will vest on the third anniversary of the Grant Date provided that you have been continuously
employed since the Grant Date by the Company and its Affiliates. The day on which your Award is
scheduled to vest pursuant to this Section 3 is referred to in this Agreement as the “Scheduled
Vest Date.”



4. Conversion of Restricted Stock Units and Issuance of Shares. Subject to the other terms of the
Award, upon the Scheduled Vest Date (or such other vesting date as is as provided in Section 10
below), 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 (the “Shares”). The Company
will transfer such Shares to you as soon as administratively feasible following any vesting of the
Award and your satisfaction of any required tax withholding obligations. No fractional shares shall
be issued under this Agreement. No Shares shall be issued upon vesting of the Award unless such
issuance complies with all relevant provisions of law and the requirements of any stock exchange
upon which the Shares are then listed. You understand that your participation in the Plan is
conditioned on the Company obtaining all necessary orders, decisions, rulings and approvals from
the relevant governmental regulatory authorities. The Company reserves the right to determine the
manner in which the Shares are delivered to you, including but not limited to delivery by direct
registration with the Company’s transfer agent or delivery to a broker designated by the Company.



5. Termination of Employment. For all purposes of this Agreement, the term “Employment Termination
Date” shall mean the earlier of:




     (a) the date, as determined by the Company, that you are 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



     (b) the date, as determined by the Company, that your employer is no longer an Affiliate of
the Company.



     (c) Except as provided in Sections 10(a), (b), (c) and (d) below, if your Employment
Termination Date occurs before the Scheduled Vest Date, the entire Award as of your Employment
Termination Date shall be forfeited and immediately cancelled.



     (d) The Compensation Committee of the Company’s Board of Directors (the “Committee”) shall
have the exclusive discretion to determine the Employment Termination Date.


6. Workforce Protection. You understand that the Company has an important business interest in
preserving and retaining its relationships with its employees and its Affiliates’ employees
(collectively, the “Covered Employees”). In consideration of your employment with the Company as


 









 






well as the entry by the Company into this Agreement, during the term of your employment and for
one year thereafter, you promise that you will not directly or indirectly or in cooperation with
others:




     (a) Seek, encourage, solicit, or attempt to solicit any Covered Employee to leave his or her
employment for any reason or in any way interfere with his or her employment relationship;



     (b) Induce or attempt to induce any Covered Employee to accept employment with, work for,
render services or provide advice to or supply confidential business information or trade secrets
of the Company or its Affiliates to any other person or entity; or



     (c) Employ, or otherwise pay for services rendered by, any Covered Employee in any other
business enterprise.


As part of your obligations to the Company and without limiting the foregoing, you specifically
agree that for the one-year period after your employment with the Company terminates, you will not
interview, recommend for hire, identify or provide any input to any third party in which you have
an interest as an employee, officer, consultant, director or owner about a Covered Employee where
the purpose or outcome of such action by you is to recruit, provide a reference or otherwise assist
a Covered Employee to leave his or her employment and join the third party in which you have an
interest as described herein. You also acknowledge that your promises as contained herein are not
excused in circumstances where the Covered Employee initiates a discussion of this nature with you.
In that event, you agree to advise the Covered Employee of your obligations hereunder. You
further agree that during the one-year period after you leave the Company, you will inform any new
employer you may have of your obligations under this Agreement.



7. Right to Shares. You shall not have any right in, to or with respect to any of the Shares
(including any voting rights, rights with respect to cash dividends paid by the Company on shares
of its Common Stock or any other rights whatsoever) issuable under the Award until the Award is
settled by the issuance of such Shares to you.



8. Tax Withholding.




     (a) Regardless of any action the Company or your employer (the “Employer”) takes with respect
to any or all income tax, social insurance, payroll tax or other tax-related withholding
(“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items
legally due by you is and remains your responsibility and that Company and/or your Employer: (1)
make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Award, including the grant, vesting or issuance of Shares, the
subsequent sale of Shares acquired pursuant to such vesting and the receipt of any dividends or
dividend equivalents (if any); and (2) do not commit to structure the terms of the Award or any
aspect of the Award to reduce or eliminate your liability for Tax-Related Items. As a condition
and term of this Award, no election under Section 83(b) of the United States Internal Revenue Code
may be made by you with respect to this Award.



     (b) Prior to any taxable event arising as a result of the Award, you must make such
arrangements as the Company or its Affiliates may permit or require for the satisfaction of tax
withholding obligations (including U.S. federal, state and local taxes and any non-U.S. taxes or
social contributions) that the Company determines are or may be required in connection with such
event (the “Tax Withholding Obligation”). In connection with fulfilling your Tax Withholding
Obligation, you must provide to the Company your residence address and notify the Company of any
changes to the same before any taxable event arises as a result of the Award (the “Tax Withholding
Information”). In the event you fail to timely and accurately meet your obligations regarding the
provision and maintenance of Tax Withholding Information, then the Company may, in its sole
discretion, cancel your right to receive any of the Shares that are subject to this Award. The Tax
Withholding Information should be sent to ADC’s Stock Compensation Program address listed on the
last page of this Agreement. If permitted by the Company, you may satisfy your Tax Withholding
Obligation in one of the following two ways:




     (i) Direct Payment: you may elect to satisfy your Tax Withholding Obligation by
delivering to the Company, no later than three (3) U.S. business days after any vesting (whether
in whole or in part) of the Award, a wire transfer or certified or cashier’s check payable to
the Company in U.S. dollars equal to the amount of the Tax Withholding Obligation, as determined
by the Company. This is referred to as a “Cash Payment Election”; or




     (ii) Share Withholding: you may elect to have the Company retain from the Shares
issuable upon any vesting (whether in whole or in part) of the Award that number of Shares
having a Fair Market Value upon such vesting that is sufficient to satisfy your Tax Withholding
Obligation. This is referred to as a “Share Withhold Election.”


The Company reserves the right to specify from time-to-time which of the foregoing two elections
will be available and to specify the time and manner for making an election. If no election is
made by you or if you make a Cash Payment Election and fail to deliver the required funds to the
Company on a timely basis, then the Company may, in its sole discretion, require a Share Withhold
Election. Your acceptance of this Award constitutes your consent and authorization for the Company
to take such action as may be necessary to effectuate either such election.




     (c ) The Company may refuse to issue any Shares to you until you satisfy any Tax Withholding
Obligation.



     (d) If your Tax Withholding Obligation is not satisfied by the means described above, you
authorize your Employer to withhold all such obligations from your wages or other cash compensation
paid to you by your Employer.


9. Transfer of Award. Your rights under the Award may only be transferred in accordance with the
terms of the Plan.



10. Acceleration of Scheduled Vest Date/Portional Vesting.




     (a) In the event of a “Change in Control” of the Company both prior to the Scheduled Vest
Date and while you remain employed by the Company or any of its Affiliates, then the entire Award
shall become immediately vested on the effective date of such Change in Control. For purposes of
this Agreement, the following terms shall have the following meanings:




     (1) “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 U.S. 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
twenty percent (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 fifty
percent (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; and




     (vii) the definition of “Change in Control” is subject to changes as may be determined
by the Committee as necessary to comply with the requirements of Section 409A of the Internal
Revenue Code, as added by the American Jobs Creation Act.




     (2) “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 (i) was a member of the Board of Directors on the date of this Agreement as first written
above or (ii) 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 (2), “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 twenty percent (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.



     (b) If your employment with your Employer is terminated prior to the Scheduled Vest Date
because of your death or long-term disability, then on your Employment Termination Date this Award
shall become immediately vested in full. You hereby agree that any determination that your
employment has been terminated because of a long-term disability shall be subject to the written
acknowledgment and agreement of the Company’s legal department made in its sole discretion.



     (c) If your employment with your Employer is terminated prior to the Scheduled Vest Date
because of a Divestiture, a Reduction in Force, or an employment separation event where you receive
notice of opportunity to participate in an ADC Telecommunications, Inc. severance plan, then a
prorated portion of this Award will vest on the earlier to occur of (i) the Scheduled Vest Date or
(ii) a Change of Control. The prorated number of units that shall become subject to vesting will
be calculated based on the following formula: (a) (the number of calendar days you were actively
employed following the Grant Date and through the Employment Termination Date divided by 1,095)
multiplied by (b) the Target Award Number. For example, if you were actively employed for 300
days, and if your Target Award Number is 100 units, then you would become vested in 27 units (i.e.
(300/1095) x 100 = 27.4, rounded down to 27). On your Employment Termination Date, the portion of
your Award that does not become subject to future vesting will be forfeited and immediately
cancelled.




     (1) “Divestiture” shall mean the sale or transfer of the business that employs you by the
Company such that either: (i) for any period of time immediately after the moment the
divestiture closes, you are an Employee of such business but are no longer employed by the
Company or an Affiliate of the Company; or (ii) there has been an involuntary termination of
your employment with your employer both in connection with and prior to the closing of the sale
or transfer of such business.




     (2) “Reduction in Force” means a termination occurring as part of a position elimination
where an offer is made to the impacted employee to participate in ADC’s general reduction in
force or redundancy program.



     (d) If your employment with your Employer is terminated prior to the Scheduled Vest Date
because of your Retirement, then this entire Award will vest on the earlier to occur of the
Scheduled Vest Date or a Change of Control. In the event of your Retirement, any vesting of your
Award is conditioned upon you complying with the following non-competition restrictions: For one
year following the effective date of your Retirement from the Company, you may not, without the
Company’s prior written consent, directly or indirectly, for yourself or any other person or
entity, as agent, employee, officer, director, consultant, owner, principal, partner or material
shareholder, or in any other individual or representative capacity: (i)



 









 




engage in or participate in any activity that competes, directly or indirectly, with any
Company business, product or service that you engaged in, participated in, or had confidential
information (as described below) about during your employment; or (ii) assist anyone in engaging in
any of the activities which you are prohibited from engaging in directly in your own capacity. You
specifically agree and acknowledge that the Company’s business competes on a global basis and that
this restriction is reasonable and will apply throughout the global locations where the Company
conducts business. To the extent you and the Company at any time agree to enter into separate
agreements containing restrictions with different or inconsistent terms than those herein, you and
the Company acknowledge and agree that such different or inconsistent terms shall not in any way
affect or have relevance to the restrictions contained herein. By accepting this Restricted Stock
Unit Award Agreement, you agree that the provisions of this non-competition restriction are
reasonable and necessary to protect the legitimate interests of the Company.





     (1) “Retirement” shall mean the voluntary termination of your employment with your Employer
if: (a) you are employed in a country on your Employment Termination Date that on the Grant Date
was not a member of the European Union and (i) you are at least 55 years old, and (ii) your age
in years plus your years of service (as defined by the Company in its sole discretion for the
purposes of this Award) equals at least 65; or (b) you are employed in a country on your
Employment Termination Date that on the Grant Date was a member of the European Union and you
have at least 30 years of service (as defined by the Company in its sole discretion for the
purposes of this Award).


11. 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.



12. 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,
then upon vesting of the Award, for each Share acquired, you shall receive the total number and
kind of securities or other property to which you would have been entitled had you owned the Shares
of record as of the date the stock dividend, stock split or consolidation or the like capital
adjustment occurred. For the avoidance of doubt, all new, substituted or additional securities or
other property to which you become entitled by reason of the immediately preceding sentence shall
be subject to forfeiture to the Company with the same force and effect as is the Award.



13. 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.



14. 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. By accepting this Award,
you agree to 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 or the Award,
and agree that all claims in respect of the action or proceeding may be heard and determined in any
such court. You also agree not to bring any action or proceeding arising out of or relating to
this Agreement in any other court. You hereby waive any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waive any bond, surety, or other security
that might be required of the Company or any of its Affiliates with respect thereto. You further
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.



15. 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 value of the Award is an extraordinary item which is outside the scope
of your employment contract, if any; (f) the Award is not part of normal or expected compensation
for any purpose, including without limitation for calculating any severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments; (g) the future value of the Shares subject to the Award is
unknown and cannot be predicted with certainty, (h) neither the Plan, the Award nor the issuance of
the Shares confers upon you any right to continue in the employ of (or any other relationship with)
the Company or any of its Affiliates, nor do they limit in any respect the right of the Company or
any of its Affiliates to terminate your employment or other relationship with the Company or any of
its Affiliates, as the case may be, at any time, (i) no claim or entitlement to compensation or
damages arises from termination of the Award which results from the termination of your employment
by the Company or your Employer (for any reason and whether or not in breach of contract) or any
diminution in value of the Award or Shares issued pursuant to the Award and you irrevocably release
the Company and its Affiliates from any such claim that may arise, (j) you consent to the delivery
by electronic means of any notices, documents or election forms related to the Award, the Plan or
future grants under the Plan, if any, and (k) notwithstanding any terms or conditions of the Plan
to the contrary, in the event of involuntary termination of your employment (whether or not in
breach of local labor laws), your right to receive Awards under the Plan, if any, will terminate on
the Employment Termination Date.



16. Confidential Information.




     (a) In further consideration of the grant of this Award, you specifically acknowledge and
agree you are bound to protect the Company’s confidential information which includes but is not
limited to proprietary information, confidential data and any other representation of Company
knowledge, whether verbal, printed, written or electronically recorded or transmitted. This
includes confidential information concerning any technologies, concepts, engineering, sales and
financial details, customer names and information, pricing, business strategies and other related
or similar confidential data. You acknowledge that the obligation to protect the Company’s
confidential information continues after you leave the Company, regardless of the reason. You
agree to refrain from giving future employers any confidential information belonging to the
Company. This obligation to preserve confidential information exists independently of and in
addition to any obligation to which you are subject under the terms of the Company’s Invention,
Copyright and Trade Secret Agreement, or other similar document.



     (b) You acknowledge that breach of this Section 16 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. You specifically agree 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 16, 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. You further acknowledge that this Section 16
shall be enforceable by the Company even if no portion of this Award becomes vested.



17. Data Privacy Consent. You hereby consent to the collection, use and transfer, in electronic or
other form, of your personal data as described in this Agreement by and among, as applicable, the
Company and its Affiliates for the exclusive purpose of implementing, administering and managing
your participation in the Plan. You understand that the Company and its Affiliates hold certain
personal information about you, including, but not limited to, your 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,
and details of all Awards to you under the Plan, for the purpose of implementing, administering and
managing the Plan (“Data”). You understand 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 your country of residence or elsewhere, and that the recipient’s country may have
different data privacy laws and protections than your country of residence. You may request a list
with the names and addresses of any potential recipients of the Data by contacting ADC’s Global
Rewards — Stock Group. You authorize the recipients to receive, possess, use, retain and transfer
the Data, in electronic or other form, for the purposes of implementing, administering and managing
your participation in the Plan, including any requisite transfer of such Data as may be required to
a broker or other third party with whom you may elect to deposit any Shares acquired upon
settlement of the Award. You understand that Data will be held only as long as is necessary to
implement, administer and manage your participation in the Plan and that you 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 Global Rewards — Stock Group. You understand, however, that
refusing or withdrawing your consent may affect your ability to participate in the Plan. For more
information on the consequences of your refusal to consent or withdrawal of consent, you may
contact ADC’s Global Rewards — Stock Group.




	 	 	 	 	 

	 

ADC TELECOMMUNICATIONS, INC.

	 	 

Date