EX-10.a






ADC TELECOMMUNICATIONS, INC.




EXECUTIVE CHANGE IN CONTROL




SEVERANCE PAY PLAN




(2007 Restatement)




1




Effective January 1, 2007

ADC TELECOMMUNICATIONS, INC.




EXECUTIVE CHANGE IN CONTROL




SEVERANCE PAY PLAN




(2007 Restatement)




TABLE OF CONTENTS




Page




2




SECTION 1

INTRODUCTION




1.1. Establishment. ADC Telecommunications, Inc., a Minnesota corporation, has previously
established and maintained a welfare benefit plan to provide severance benefits to certain Eligible
Employees following a Change in Control. In its most recent form, this severance plan is embodied
in a document entitled “ADC Telecommunications, Inc. Executive Change in Control Severance Pay Plan
(2002 Restatement).” The terms of this restated Plan Statement are intended to comply with final
regulations issued under section 409A of the Code, as added by the American Jobs Creation Act of
2004. The terms of this restated Plan Statement are generally effective January 1, 2007.



1.2. Definitions. When the following terms are used in this document with initial capital letters,
they shall have the following meanings.



1.2.1. Base Pay — the regular basic cash remuneration before deductions for taxes and other
items withheld, payable to a Participant for services rendered to the Employer, but not including
items such as Incentive Bonus payments, perquisites, allowances, per diem payments, bonuses,
incentive compensation, stock options, equity compensation, fringe benefits, special pay, awards or
commissions. Base pay shall include regular basic cash remuneration that is contributed by an
employee to a qualified retirement plan, nonqualified deferred compensation plan or similar plan
sponsored by the Employer but it shall not include earnings on those amounts.



1.2.2. Change in Control — shall mean:




	 	(a)	 	a change in control of the Principal Sponsor 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 Principal Sponsor 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 Principal Sponsor 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 Principal Sponsor representing 20% or more of the combined voting
power of the Principal Sponsor’s then outstanding securities, determined in
accordance with Rule 13d-3, excluding, however, any securities acquired directly from
the Principal Sponsor (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 Principal Sponsor); provided, however, that for purposes of this
clause the term “person” shall not include the Principal Sponsor, any subsidiary of
the Principal Sponsor or any employee benefit plan of the Principal Sponsor or of any
subsidiary of the Principal Sponsor or of 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 Principal
Sponsor’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 Principal Sponsor
(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 Principal Sponsor’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 Principal Sponsor approving such Business
Combination;






	 	(e)	 	approval by the shareholders of the Principal Sponsor of a complete
liquidation or dissolution of the Principal Sponsor; 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 Principal Sponsor.





1.2.3. Cause — the willful and continued failure by a Participant to perform his or her duties
or gross and willful misconduct including, but not limited to, wrongful appropriation of funds.



1.2.4. Code — the U.S. Internal Revenue Code of 1986, as amended.



1.2.5. Continuing Director — any person who is a member of the Board of Directors of the
Principal Sponsor, while such person is a member of the Board of Directors, and who (i) was a
member of the Board of Directors on the Effective Date of the Plan 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.



1.2.6. A Continuing Director shall not include any person who is 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. For purposes of
definition, “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 Principal Sponsor representing 20% or more of the
combined voting power of the Principal Sponsor’s then outstanding securities, but shall not include
the Principal Sponsor, any subsidiary of the Principal Sponsor or any employee benefit plan of the
Principal Sponsor or of any subsidiary of the Principal Sponsor or of any entity holding shares of
common stock of the Principal Sponsor 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.



1.2.7. Disability — the Participant’s inability, due to an impairment, to perform the
essential functions of the Participant’s position, with or without reasonable accommodation,
provided the Participant has exhausted the Participant’s entitlement to any applicable
disability-related leave of absence, if the Participant desires to take and satisfies all
eligibility requirements for such leave.



1.2.8. Effective Date — January 1, 2007.



1.2.9. Eligible Employee — an individual who, immediately prior to a Change in Control is the
Chief Executive Officer of the Principal Sponsor, or is classified by the Employer as a regular
employee in ADC global job grades 22 or higher.



Eligible Employee does not include an employee who is employed outside the United States (other
than a U.S. regular employee whose assignment outside the United States has been classified by the
Employer as temporary, provided that any assignment outside the United States that is expected to
exceed 60 months will not be considered temporary) or who is a non-immigrant worker residing in the
United States covered by any non-immigrant visa status other than an H-1B visa status.



The Employer’s classification of a person as a regular employee shall be conclusive. No
reclassification of a person’s status as a regular employee with the Employer, for any reason,
without regard to whether it is initiated by a court, governmental agency or otherwise and without
regard to whether or not the Employer agrees to such reclassification, shall result in the person
being an Eligible Employee, either retroactively or prospectively. Notwithstanding anything to the
contrary in this provision, however, the Employer may declare that a reclassified person will be
classified as an Eligible Employee, either retroactively or prospectively.



1.2.10. Employer — ADC Telecommunications, Inc., a Minnesota corporation, its wholly owned
subsidiaries with employees who meet the definition of Eligible Employee, and any successor of the
Principal Sponsor. Employer shall also refer to any affiliates designated by ADC
Telecommunications, Inc.



1.2.11. ERISA — the United States Employee Retirement Income Security Act of 1974.



1.2.12. Exchange Act — the United States Securities Exchange Act of 1934, as amended.



1.2.13. Good Reason — the occurrence of any of the following events: (i) a job reassignment
that is not of comparable responsibility or status as the assignment in effect immediately prior to
the Change in Control; (ii) a reduction in the Participant’s Base Pay as in effect immediately
prior to a Change in Control; (iii) a material modification of the Employer’s incentive
compensation program (that is adverse to the Participant) as in effect immediately prior to a
Change in Control; (iv) a requirement by the Employer that the Participant be based anywhere other
than within fifty miles of the Participant’s work location immediately prior to a Change in Control
(with exceptions for temporary business travel); or (v) except as otherwise required by applicable
law, the failure by the Employer to provide employee benefit programs and plans (including any
stock ownership and stock purchase plans) that provide substantially similar benefits, in terms of
aggregate monetary value, at substantially similar costs to the Participant as the benefits
provided in effect immediately prior to a Change in Control. Termination or reassignment of the
Participant’s employment for Cause, or by reason of Disability or death, are excluded from this
definition.



1.2.14. Incentive Bonus Plan - Employer’s Management Incentive Plan (“MIP”) or Sales
Management Incentive Plan (“SMIP”) or any other equivalent incentive bonus plan covering management
employees that the Compensation Committee of the Board has determined to be an Incentive Bonus Plan
for purposes of this Plan.



1.2.15. Participant — an Eligible Employee of the Employer who becomes a Participant under the
terms of Section 2 of the Plan.



1.2.16. Plan — the severance pay plan of the Employer established for the benefit of certain
Eligible Employees in the event of a Change in Control and described in this Plan Statement. (As
used herein, “Plan” refers to the program established by the Employer and not the document pursuant
to which the Plan is maintained. That document is referred to herein as the “Plan Statement.”)



1.2.17. Plan Statement — effective January 1, 2007, this written document entitled “ADC
Telecommunications, Inc. Executive Change in Control Severance Pay Plan (2007 Restatement),” as the
same may be amended from time to time thereafter.



1.2.18. Plan Year — the twelve consecutive month period ending on any December 31.



1.2.19. Principal Sponsor — ADC Telecommunications, Inc.



1.2.20. Separation from Service — a severance of an employee’s employment relationship with
the Employer as a result of (a) an involuntary separation by the Employer, with or without
reasonable notice, and for any reason other than Cause, or (b) a voluntary separation by the
Participant for Good Reason. Separation from Service shall not include separation by reason of the
Participant’s death or Disability.




	 	(a)	 	Whether a Separation from Service has occurred is determined under section
409A of the Code and Treasury Regulation 1.409A-1(h) (i.e., whether the facts and
circumstances indicate that the Employer and the employee reasonably anticipated
that no further services would be performed after a certain date or that the level of
bona fide services the employee would perform after such date (whether as an employee
or independent contractor) would permanently decrease to no more than 20% of the
average level of bona fide services performed (whether as an employee or an
independent contractor) over the immediately preceding 36 month period (or the full
period of services to the employer if the employee has been providing services to the
employer less than 36 months)).






	 	(b)	 	Separation from Service shall not be deemed to occur while the employee is
on military leave, sick leave or other bona fide leave of absence if the period does
not exceed six (6) months or, if longer, so long as the employee retains a right to
reemployment with the Employer or an affiliate under an applicable statute or by
contract. For this purpose, a leave is bona fide only if, and so long as, there is a
reasonable expectation that the employee will return to perform services for the
Employer or an affiliate. Notwithstanding the foregoing, a 29 month period of
absence will be substituted for such 6 month period if the leave is due to any
medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of no less than 6 months
and that causes the employee to be unable to perform the duties of his or her
position of employment.





SECTION 2

PARTICIPATION




2.1. Eligibility to Participate. An individual shall become a Participant on the day such
individual becomes an Eligible Employee. Notwithstanding anything to the contrary in the Plan, an
individual who is an employee of a successor to the Principal Sponsor immediately prior to a Change
in Control shall not be eligible for benefits under the Plan.



2.2. Termination of Participation. An individual ceases to be a Participant on the earliest of:




	 	(a)	 	the date the Participant ceases to be an Eligible Employee or otherwise
ceases to satisfy the Plan’s eligibility requirements, except where such cessation
results in eligibility for a severance payment as provided in Section 3;






	 	(b)	 	the date the Participant ceases to be an employee due to termination of the
Participant’s employment (with or without reasonable notice and whether voluntary or
involuntary and including retirement) with the Employer, except where such
termination results in eligibility for a severance payment as provided in Section 3;






	 	(c)	 	the date the Participant ceases to be an employee due to Participant’s
death or Disability;






	 	(d)	 	the date following a Change in Control that the Participant receives all of
the severance and bonus payments due, if any, under the Plan;






	 	(e)	 	the date the Plan is amended pursuant to the rules of Section 7 to exclude
the Participant from participation; or






	 	(f)	 	the date the Plan is terminated pursuant to the rules of Section 7.





SECTION 3

SEVERANCE PAYMENT




3.1. Eligibility for Payment. To qualify for a severance payment under this Plan, a Change in
Control must occur and a Participant must: (a) be a Participant immediately prior to the time of
such Change in Control and immediately prior to the Participant’s Separation from Service; and (b)
have a Separation from Service that occurs within 24 months following a Change in Control.



3.2. Amount of Benefits. The severance payment to a Participant under the Plan shall be based on
the Participant’s position or global job grade in effect immediately prior to a Change in Control.
For purposes of this Section 3.2, a Participant’s “annual pay” shall be equal to the sum of: (a)
the Participant’s annual Base Pay in effect immediately prior to the Change in Control or, if
greater, the Separation from Service; and (b) the Participant’s annual target bonus under the
Participant’s Incentive Bonus Plans in effect immediately prior to the Change in Control or, if
greater, the Separation from Service. The Participant’s total severance benefit shall be payable
in a single lump sum and shall be determined according to the following schedule:



	 	 	 
	Position/Grade

	 	Severance Benefit
	 

	 	 
	CEO

22 or higher (excluding CEO)

	 	3 x annual pay

2 x annual pay






3.3. Benefit Offset. The amount of any severance payment that a Participant is entitled to under
Section 3.2 shall be reduced by any cash compensation paid or payable by the Employer to the
Participant associated with the Participant’s termination of employment (including any pay in lieu
of notice and severance pay). A Participant who receives a severance benefit under the Plan will
not be eligible to receive any severance benefit under the severance Plan entitled “ADC
Telecommunications, Inc. Change in Control Severance Pay Plan.”



3.4. Time and Form of Payment. Payments will be made to eligible Participants in a single lump sum
cash payment. Payments shall become payable on the first day of the seventh month following
Participant’s Separation from Service (“Payment Date”). Actual payment shall be made as soon as
administratively feasible after the Payment Date (but in all events no later than the last day of
the calendar year in which the Payment Date occurs, or two and one-half months after the Payment
Date, if later). If the Participant should die before actually receiving the severance payment,
such payment shall be made as soon as administratively feasible following the Participant’s death
to the personal representative of the Participant’s estate (but in all events no later than the
last day of the calendar year in which such death occurs, or two and one-half months after such
death, if later).



3.5. Withholding Tax. The Employer shall deduct from the amount of any severance payment under the
Plan any amount required to be withheld by reason of any law or regulation for the payment of
federal, state or local taxes.



SECTION 4

BONUS PAYMENT




4.1. General. A Participant is eligible to receive a bonus payment provided for in this
Section 4 only if the Participant is eligible to receive a severance payment as provided in
Section 3. This Section 4 is intended to provide for a final payment under any applicable
Incentive Bonus Plans for the bonus period in which Participant’s Separation from Service occurs.



4.2. Bonus Payments. The bonus payment shall equal (i) the bonus that Participant would have
earned under any applicable Incentive Bonus Plans for the bonus period in which the Separation from
Service occurs had “target” goals been achieved (without giving effect to any reduction in bonus
opportunity constituting Good Reason), (ii) multiplied by a fraction, the numerator of which is the
number of days worked by the Participant in the bonus period prior to the Separation from Service,
and the denominator of which is the number of days in the bonus period. The bonus payment shall be
made in the same manner as provided in Section 3.4.



4.3. Adjusted Bonus Payments. At the end of the bonus period, the Employer shall calculate (i) the
amount a Participant would have earned under any applicable Incentive Bonus Plans for the bonus
period in which the Separation from Service occurs based on actual performance over the entire
bonus period, (ii) multiplied by a fraction, the numerator of which is the number of days worked by
the Participant in the bonus period prior to the Separation from Service and the denominator of
which is the number of days in the bonus period (such product hereinafter referred to as the
“Actual Bonus Amount”). If the Actual Bonus Amount is greater than the amount calculated under
Section 4.2 above, the Employer shall pay the difference to the Participant in a single lump sum
cash payment as soon as administratively feasible following the end of the bonus period (but in all
events, no later than two and one-half months following the end of the bonus period). If the
Participant should die before actually receiving the payment, such payment will be made to the
personal representative of the Participant’s estate.



4.4. No Duplication of Benefits. Any amounts payable pursuant to this Section 4 shall be paid in
lieu of any amounts payable to the Participant under the relevant Incentive Bonus Plans for the
bonus period in which the Participant’s Separation from Service occurs (and such amounts shall be
paid contingent upon the Participant’s acknowledgment of the same).



SECTION 5

280G LIMITATION




5.1. Gross-Up Payment. In the event a Participant becomes entitled to payments under the
Plan, the Employer shall cause its independent auditors (the “Auditors”) promptly to review, at the
Employer’s sole expense, the applicability of Section 4999 of the Code to those payments.



If the Auditors shall determine that any payment or distribution of any type by the Employer to a
Participant or for a Participant’s benefit, whether paid or payable or distributed or distributable
pursuant to the terms of the Plan or otherwise (the “Total Payments”), would be subject to the
excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such
excise tax (the excise tax and any related interest and penalties are collectively referred to as
the “Excise Tax”), then the Participant shall be entitled to receive an additional cash payment (a
“Gross-Up Payment”).



Such payment shall be equal to an amount such that after payment by the Participant of all taxes
(including any interest or penalties imposed with respect to such taxes), including any Excise Tax,
imposed upon the Gross-Up Payment, the Participant would retain an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Total Payments.



For purposes of determining the amount of any tax pursuant to this Section, the Participant’s tax
rate shall be deemed to be the highest statutory marginal state and Federal tax rate (on a combined
basis and including the Participant’s share of F.I.C.A. and Medicare taxes) then in effect.



A Participant shall in good faith cooperate with the Auditors in making the determination of
whether a Gross-Up Payment is required, including but not limited to providing the Auditors with
information or documentation as reasonably requested by the Auditors. A determination by the
Auditors regarding whether a Gross-Up Payment is required and the amount of such Gross-Up Payment
shall be conclusive and binding upon the Participant and the Employer for all purposes.



5.2. Payment Date. A Gross-Up Payment required to be made by Section 5.1 of this Plan shall be
paid to Participant within 30 days of a final determination by the Auditors that the Gross-Up
Payment is required.



If the Auditors have not yet made the determination required by Section 5.1 prior to the time the
Participant is required to file a tax return reflecting the Total Payments, the Participant will be
entitled to receive a Gross-Up Payment calculated on the basis of the Total Payments reported by
the Participant in such tax return, within 30 days of the filing of such tax return.



5.3. Controversies with Tax Authorities. The Employer and the Participant shall promptly deliver
to each other copies of any written communications, and summaries of any oral communications, with
any taxing authority regarding the applicability of Section 280G or 4999 of the Code to any portion
of the Total Payments. In the event of any controversy with the Internal Revenue Service or other
tax authority with regard to the applicability of Section 280G or 4999 of the Code to any portion
of the Total Payments, Employer shall have the right, exercisable in its sole discretion, to
control the resolution of such controversy at its own expense. Participant and the Employer shall
in good faith cooperate in the resolution of such controversy.



If the Internal Revenue Service or any tax authority makes a final determination that a greater
Excise Tax should be imposed upon the Total Payments than is determined by the Auditors or
reflected in the Participant’s tax return pursuant to this Section, the Participant shall be
entitled to receive from the Employer the full Gross-Up Payment calculated on the basis of the
amount of Excise Tax determined to be payable by such tax authority, minus any part of said
Gross-Up Payment previously made to the Participant. That amount shall be paid to the Participant
within 30 days of the date of such final determination by the relevant tax authority.



SECTION 6

FUNDING




The Employer may establish a trust to fund the Plan but the Employer is not under any
obligation to establish a trust. A Participant will be entitled to claim benefits from the trust
to the extent the Plan is funded under a trust and a Participant shall have only such rights as set
forth in the trust. To the extent benefits are not funded under a trust, payments made pursuant to
the Plan will be paid out of the general funds of the Employer. To the extent benefits are not
funded under a trust, a Participant will not have any secured or preferred interest by way of
trust, escrow, lien or otherwise in any specific assets and the Participant’s rights shall be
solely those of an unsecured general creditor of the Employer.



SECTION 7

AMENDMENT AND TERMINATION




The right has been reserved to the Board of Directors of the Principal Sponsor to amend the
provisions of the Plan Statement and to amend or terminate the Plan at any time prior to a Change
in Control. If any of these actions are taken, affected Participants will be notified. During the
two-year period following the date of a Change in Control, the provisions of the Plan Statement may
not be amended if any amendment would adversely affect the rights, expectancies or benefits
provided by the Plan (as in effect immediately prior to the Change in Control) of any Participant
or other person entitled to payment under the Plan. The Plan may not be terminated during the same
two-year period. Except to the extent benefits have become payable but have not actually been
paid, the Plan terminates automatically on the second anniversary of the date of a Change in
Control, except to pay any remaining severance benefits to any Participant who has a Separation
from Service on or before the Plan’s termination date and except to resolve claims for benefits
under the Plan arising on or before the Plan’s termination date.



SECTION 8

CLAIMS PROCEDURE




The claims procedure set forth in this section shall be the exclusive procedure for the
disposition of claims for benefits arising under this Plan.




	 	(a)	 	Original Claim. Any Participant, former Participant, or beneficiary of
such Participant or former Participant, if he or she so desires, may file with the
Principal Sponsor a written claim for benefits under this Plan. Within ninety (90)
days after the filing of such a claim, the Principal Sponsor shall notify the
claimant in writing whether the claim is upheld or denied in whole or in part or
shall furnish the claimant a written notice describing specific special circumstances
requiring a specified amount of additional time (but not more than one hundred eighty
(180) days from the date the claim was filed) to reach a decision on the claim. If
the claim is denied in whole or in part, the Principal Sponsor shall state in
writing:






	 	(i)	 	the specific reasons for the denial;






	 	(ii)	 	the specific references to the pertinent
provisions of the Plan on which the denial is based;






	 	(iii)	 	a description of any additional material or
information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; and






	 	(iv)	 	an explanation of the claims review procedure
set forth in this section.






	 	(b)	 	Review of Denied Claim. Within sixty (60) days after receipt of notice
that the claim has been denied in whole or in part, the claimant may file with the
Principal Sponsor a written request for a review and may, in conjunction therewith,
submit written issues and comments. Within sixty (60) days after the filing of such
a request for review, the Principal Sponsor shall notify the claimant in writing
whether, upon review, the claim was upheld or denied in whole or in part or shall
furnish the claimant a written notice describing specific special circumstances
requiring a specified amount of additional time (but not more than one hundred twenty
(120) days from the date the request for review was filed) to reach a decision on the
request for review.






	 	(c)	 	General Rules.






	 	(i)	 	No inquiry or question shall be deemed to be a
claim or a request for a review of a denied claim unless made in
accordance with the claims procedure. The Principal Sponsor may
require that any claim for benefits and any request for a review of a
denied claim be filed on forms to be furnished by the Principal Sponsor
upon request.






	 	(ii)	 	All decisions on claims and on requests for a
review of denied claims shall be made by the Principal Sponsor or its
delegate.






	 	(iii)	 	The Principal Sponsor may, in its discretion,
hold one or more hearings on a claim or a request for a review of a
denied claim.






	 	(iv)	 	A claimant may be represented by a lawyer or
other representative (at the claimant’s own expense), but the Principal
Sponsor reserves the right to require the claimant to furnish written
authorization thereof. A claimant’s representative shall be entitled,
upon request, to copies of all notices given to the claimant.






	 	(v)	 	The decision of the Principal Sponsor on a
claim and on a request for a review of a denied claim shall be served
on the claimant in writing. If a decision or notice is not received by
a claimant within the time specified, the claim or request for a review
of a denied claim shall be deemed to have been denied.






	 	(vi)	 	Prior to filing a claim or a request for a
review of a denied claim, the claimant or his or her representative
shall have a reasonable opportunity to review a copy of the Plan and
all other pertinent documents in the possession of the Principal
Sponsor.






	 	(vii)	 	The Principal Sponsor may permanently or
temporarily delegate its responsibilities under this claims procedure
to an individual or a committee of individuals.





SECTION 9

MISCELLANEOUS




9.1. Type of Plan. Section 3 of the Plan is a severance pay welfare benefit plan and not a
pension benefit plan. Section 4 of the Plan is a payroll practice. Any severance payment under
Section 3 of the Plan will not be contingent directly or indirectly upon an employee retiring and
shall not be made beyond 24 months after the employee’s Separation from Service. Section 4 is
neither a severance pay welfare benefit plan nor a pension benefit plan. The plan is established
with the understanding that it is an unfunded welfare plan maintained primarily for the benefit of
a select group of management or highly compensated individuals within the meaning of ERISA.



9.2. No Assignment. No Participant shall have any transmissible interest in any benefit under the
Plan nor shall any Participant have any power to anticipate, alienate, dispose of, pledge or
encumber the same, nor shall the Employer recognize any assignment thereof, either in whole or in
part, nor shall any benefit be subject to attachment, garnishment, execution following judgment or
other legal process.



9.3. Named Fiduciaries. The Principal Sponsor and any committee appointed hereunder to decide
claims shall be named fiduciaries for the purpose of section 402(a) of ERISA.



9.4. Administrator. The Principal Sponsor shall be the administrator for purposes of
section 3(16)(A) of ERISA.



9.5. Service of Legal Process. The corporate secretary of ADC Telecommunications, Inc. is
designated as agent for service of legal process against the Plan. Also, service of legal process
may be made upon ADC Telecommunications, Inc. as Plan Administrator.



9.6. Validity. The invalidity or unenforceability of any provision of the Plan shall not affect
the validity or enforceability of any other provision of the Plan which shall remain in full force
and effect.



9.7. Governing Law. This Plan Statement has been executed and delivered in the State of Minnesota
and has been drawn in conformity to the laws of that State and shall, except to the extent that
U.S. federal law is controlling, be construed and enforced 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.



9.8. No Employment Rights. Neither the terms of this Plan Statement nor the benefits hereunder nor
the continuance thereof shall be a term of the employment of any employee, and the Employer shall
not be obliged to continue the Plan. The terms of this Plan Statement shall not give any employee
the right to be retained in the employment of the Employer. The Employer assumes no obligation to
the participants under this Plan Statement with respect to any doctrine or principle of acquired
rights or similar concept.



9.9. No Guarantee. Neither the members of any committee appointed by the Principal Sponsor nor any
of the Employer’s officers in any way secure or guarantee the payment of any benefit or amount
which may become due and payable hereunder to any Participant. Neither the members of any
committee nor any of the Employer’s officers shall be under any liability or responsibility (except
to the extent that liability is imposed under ERISA) for failure to effect any of the objectives or
purposes of the Plan by reason of the insolvency of the Employer.



9.10. No Co-Fiduciary Responsibility. Except as is otherwise provided in ERISA, no fiduciary shall
be liable for an act or omission of another person with regard to a fiduciary responsibility that
has been allocated to or delegated to said person in this Plan Statement or pursuant to procedures
set forth in this Plan Statement.




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