EX-10.c






COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS




OF ADC TELECOMMUNICATIONS, INC.




(2007 Restatement)




As Restated on September 30, 2007




1. Purpose




The purpose of this Compensation Plan (the “Plan”) is to enable Directors of ADC
Telecommunications, Inc. (the “Company”) who are not employees of the Company to elect to
receive their fees as members of the Board of Directors in a form most advantageous to them.
The Plan permits such Directors to elect to receive this compensation in one or more of the
following methods:




	 	(a)	 	In cash on a current basis;






	 	(b)	 	In cash on a deferred basis (a “Deferred Cash Election”); or






	 	(c)	 	In Company stock on a deferred basis (a “Deferred Stock Election”).





2. Effective Date




This Plan was originally adopted on March 30, 1982. This restatement incorporates
amendments to comply with final Treasury Regulation § 1.409A-1(h), -1(i) and -3(i)(5) and
shall become effective upon adoption of this restatement.



3. Eligibility




All members of the Board of Directors who are not employees of the Company (“Participants”)
are eligible for the Plan.



4. Compensation Covered by the Plan (“Eligible Fees”)




The compensation covered by the Plan which is eligible to be deferred or exchanged. Eligible
Fees include:




	 	(a)	 	For a Deferred Cash Election: the annual cash retainer, any non-Executive
Board or Committee Chair retainer, and all meeting attendance fees;






	 	(b)	 	For a Deferred Stock Election: The annual cash retainer and any Board
Committee Chair retainer.






No other compensation or fees otherwise payable to a Director shall be eligible for an
election under this Plan.



5. Election to Defer




Elections to defer Eligible Fees must be made with respect to each Plan Year. Each
Participant may, in lieu of receiving current covered compensation for any Plan Year, elect
to defer Eligible Fees as follows using the Deferral Election Form attached hereto as
Exhibit A:




	 	(a)	 	All Eligible Fees;






	 	(b)	 	Any designated percentage of his/her Eligible Fees; or






	 	(c)	 	Any designated dollar amount of his/her Eligible Fees.






To be effective for any Plan Year, a Deferral Election Form must be submitted to the Company
prior to the first day of the Plan Year. That portion of Eligible Fees for which a valid
Deferral Election Form has not been timely received by the Company will be paid in cash in
accordance with the Company’s customary practice of paying such Eligible Fees. Once a Plan
Year has commenced, all Deferral Elections under this Plan for such Plan Year shall be
irrevocable.



6. Plan Year




The Plan shall operate on a calendar year basis.



7. Deferred Cash Election




For each Director who makes a Deferred Cash Election, the Company will establish an account
(a “Deferral Account”) and will credit to the Deferral Account the amount or percent of the
Eligible Fees (earned by him/her as of the date such fees would normally be payable by the
Company) that s/he has elected to defer. In addition, the Company shall accrue, as of the
last day of each month, interest on the balance in such Deferral Account at the prime
commercial rate (the “Prime Rate”) of Wells Fargo Bank Minnesota, N.A., in effect for such
month.




	 	(a)	 	Funding of the Deferral Account






The amounts credited to each Participant’s Deferral Account shall not be held by the
Company in a trust, escrow or similar fiduciary capacity, and neither the
Participant, nor any legal representative, shall have any right against the Company
with respect to any portion of the Deferral Account except as a general unsecured
creditor of the Company.




	 	(b)	 	Timing of Distributions






At the time a Participant’s initial Deferred Cash Election is made, each Participant
shall specify the time and manner in which the balance in his/her Deferral Account
shall be distributed. The time and manner for distributions specified on a
Participant’s initial election form shall remain in effect for all successive
elections until amended in accordance with Section 7(d). Installment payments shall
be deemed to be a single payment for purposes of any election to further defer
payments. If a Participant does not specify an election for the timing and manner
of a distribution, the balance of the Participant’s Deferral Account shall be
distributed in a lump sum in accordance with option (i) below. The Participant
shall be entitled to receive, or to commence receiving, his/her deferred cash
compensation as soon as practicable after the following:




	 	(i)	 	His/her Separation from Service or death;






	 	(ii)	 	The January 1 following his/her Separation from Service or
death; or






	 	(iii)	 	On a date set by him/her.






A “Separation from Service” means a severance of a Director’s service relationship
with the Company and all affiliates for any reason other than the Director’s death.
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 expiration of the
Director’s term or his or her resignation or removal from the Board constitutes a
good-faith and complete termination of the Director’s relationship with the
Company).




	 	(c)	 	Manner of Distribution






Each Participant shall be entitled to receive the balance in his/her Deferral
Account in any one of the following manners:




	 	(i)	 	In a lump sum;






	 	(ii)	 	In approximately equal quarterly installments over a period of
years stipulated by him/her; or






	 	(iii)	 	In approximately equal quarterly installments of a value
stipulated by him/her until the Deferral Account is exhausted.






	 	(d)	 	Amendments to Timing or Form of Distribution






A Participant may rescind the initial designation of the timing and manner of
distribution made pursuant to Section 7(b) by making a new designation on the
Distribution Amendment Form attached hereto as Exhibit B. A Distribution Amendment
Form is not effective for 12 months after it is filed and a new distribution
election must delay payment at least 5 years from the date payment would otherwise
have been made. If the initial distribution election was made for a specified time
(e.g., attainment of age 65), the new election must be made at least 12 months
before the date of the first scheduled payment. (By way of example, a Participant
who originally elected to receive installment payments beginning on the date the
Participant attains age 65, and later decides he/she wants to receive a lump sum
must submit a Distribution Amendment Form no later than his/her 64th
birthday in order to request the change at least 12 months before the date selected
for distribution. The lump sum payment must be made at least 5 years after the date
originally selected for distribution.) Once distributions have commenced pursuant
to a valid distribution election, no further amendments to the manner of such
distribution may be made.



8. Deferred Stock Election




	 	(a)	 	Exchange Election






Eligible Participants may elect to exchange part or all of their Eligible Fees for a
Plan Year for the Company’s commitment to issue to such Participants a fixed number
of shares of common stock of the Company at a future date. No actual shares of
common stock shall be issued until the distribution date described in Section 8(c)
hereof. The Company’s commitment to issue shares shall be referred to as “Phantom
Shares.” The Phantom Shares shall not be considered issued and outstanding shares
for purposes of shareholder voting rights, but shall be treated the same as
outstanding shares for purposes of dividends and other distributions.




The number of shares which the Company shall be obligated to issue as a result of a
Deferred Stock Election will equal the dollar amount of the Eligible Fee elected to
be deferred divided by the closing price of ADC common stock on the first business
day of the Plan Year for which the election is effective, rounded to the nearest
whole number of shares. An example of this calculation is attached hereto as
Exhibit B.




	 	(b)	 	Terms and Forfeiture of Phantom Shares 






Except in the event of the Participant’s death, the Phantom Shares shall be
forfeited if the Participant ceases to serve as a Director at any time during the
Plan Year for which such Phantom Shares were issued. All Phantom Shares issued
under and subject to the terms of this Plan will be issued under the Company’s
Global Stock Incentive Plan and/or its successor plans and shall be deemed to be
“restricted stock units” for purposes of such Plan.




	 	(c)	 	Distribution of Phantom Shares






Provided that the Phantom Shares have not been forfeited, the actual shares of the
Company’s common stock represented by the Phantom Shares will be distributed as soon
as administratively feasible following the Participant’s Separation from Service
with the Company.



9. General Provisions




	 	(a)	 	Distribution in Event of Death






In the event of death, distribution of the Deferral Account or actual shares of
common stock represented by Phantom Shares will be made to the Beneficiary named by
the Participant or to that person who would have a right to receive such
distribution by will or by the applicable laws of descent and distribution.




	 	(b)	 	Distribution in Event of Change in Control






Notwithstanding any other provision of this Plan, in the event of a Change in
Control, each Participant who separates from service with the Company for any reason
(other than for Cause) during the two (2) year period following such Change in
Control shall receive within ten (10) business days after the date of separation the
following:




	 	(i)	 	If a Participant has a balance in the Deferral Account, a lump
sum payment of the entire balance contained in his/her Deferral Account,
together with interest at the Prime Rate, on the average daily balance in such
Deferral Account for the period since the last interest accrual pursuant to
Section 7 through the date of such Participant’s Separation from Service; and






	 	(ii)	 	If a Deferred Stock Election is in effect, a distribution of
the number of shares represented by the Phantom Shares issued pursuant to such
election, including any Phantom Shares that have not yet vested pursuant to
Section 8(b) hereof.






Notwithstanding paragraph (i) above, with respect to any Participant who separated
from service before the date of a Change in Control, the balance of the
Participant’s Deferral Account shall be paid at the time and in the manner as
elected by the Participant under Section 7 hereof (and shall not be commuted to a
lump sum or otherwise accelerated by the Change in Control). For purposes of this
Section 10(b), a “Change in Control” shall mean a “change in the ownership,” “change
in effective control,” and/or a “change in the ownership of a substantial portion of
assets” of the Employer as defined under Treasury Regulation




§ 1.409A-3(i)(5), and “Cause” shall mean willful and continued failure by the
employee to perform his duties or gross and willful misconduct including, but not
limited to, wrongful appropriation of funds or the commission of a gross misdemeanor
or felony.




	 	(c)	 	Distribution to Specified Employees 






Notwithstanding any other provision in this Plan, in the event that a Participant in
this Plan is determined to be a “specified employee” (as that term is defined under
Section 409A of the Code), any distribution to the Participant on account of the
Participant’s Separation from Service shall be delayed by six months to comply with
the requirements of Section 409A of the Code.




	 	(d)	 	Administration of the Plan






The Plan shall be administered by the Board of Directors or Compensation Committee
of the Board of Directors.




	 	(e)	 	Amendment or Termination






This Plan may be amended or terminated at any time by the Board of Directors or the
Compensation Committee of the Board of Directors.




	 	(f)	 	Cautionary Statement






Participants should be aware that their participation in the Plan involves the
following risks, among others:




	 	(i)	 	Balances in the Deferral Account represent unfunded, unsecured
general obligations of the Company. If the Company is unable to pay its debts
as they become due, Participants may not be able to collect the balances in
their Deferral Accounts.






	 	(ii)	 	The value of the Phantom Shares issued pursuant to the Plan
will depend on the value of ADC common stock. An investment in ADC common
stock involves risk. Participants are encouraged to review ADC’s filings with
the U.S. Securities and Exchange Commission for a description of some of the
risk factors associated with an investment in ADC’s common stock.






	 	(iii)	 	Except as otherwise provided in the Plan, the Phantom Shares
issued pursuant to the Plan are subject to forfeiture if a Participant does not
maintain service as a Director through the end of the Plan Year of such
issuance.










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EXHIBIT A




DEFERRAL ELECTION FORM FOR 2007




I, the undersigned, a Director of ADC Telecommunications, Inc., am making the following
elections for the deferral of any Eligible Fees I may receive, as described in the Compensation
Plan for Non-Employee Directors of ADC Telecommunications, Inc. (2007 Restatement), as amended.



I elect payment of the Eligible Fees for the Plan Year commencing January 1, 2007 as follows:
(specify dollar amount or percent of Eligible Fees in the following table)



	 	 	 	 	 	 	 	 	 
	Any amount	 	Deferred Cash	 	Deferred Stock	 	Total for Each ROW	 	 
	NOT Deferred	 	Election	 	Election	 	must	 	 
	($ or %)	 	($ or %)	 	($ or %)	 	 	 	 
	Annual Retainer

	 	 	 	 	 	 	 	= 100% or total

annual retainer
	
 
	 	 	 	 	 	 	 	 
	Chair Retainer

(Board or

Committee)

	 	

	 	

	 	

	 	

= 100% or total

Chair retainer
	
 
	 	 	 	 	 	 	 	 
	Meeting Attendance

Fees

	 	 	 	 	 	N/A
	 	= 100% or total

Attendance Fee
	
 
	 	 	 	 	 	 
	 	 






If you are making either an initial or a subsequent Deferred Cash Election, please specify the
timing and manner for distribution of your Deferred Account. This election will apply to all
amounts in your Deferred Account, including deferrals for later Plan Years unless you submit a
Distribution Amendment Form, and such amendment becomes effective in accordance with its terms and
the terms of the Plan.




I elect to begin receiving deferred cash compensation on:




     Specified date      .


     Separation from service date.


     January of the calendar year immediately following the separation from




service date.




I elect to receive deferred cash compensation in the following manner (choose one):




     Lump sum


     Equal quarterly installments for      years.


     Equal quarterly installments of $     .



I understand that any election I make to defer Eligible Fees will be covered by the terms of the
Compensation Plan for Non-Employee Directors of ADC Telecommunications, Inc. (2007 Restatement), a
copy of which I acknowledge receiving.



Date      By



(Print Name)



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EXHIBIT B




DISTRIBUTION AMENDMENT FORM




I, the undersigned, a Director of ADC Telecommunications, Inc., hereby amend the distribution
plan for the balance in my Deferred Account maintained pursuant to the Compensation Plan for
Non-Employee Directors of ADC Telecommunications, Inc. (2007 Restatement), as amended, as follows:



	 	 	 	 	 
	I elect to begin receiving deferred cash compensation on:
	 	 	 	 
	___ Specified date
	 	 	.	 
	 
	 	 	 	 







     Separation from service date.




     January of the calendar year immediately following the separation from




service date.




I elect to receive deferred cash compensation in the following manner:




     Lump sum.




     Equal* quarterly installments for      years.




     Equal* quarterly installments of $     .



I understand that this amendment is only effective for distributions to be made or commence at
least 12 months after the date of this Distribution Amendment, and such new distribution must be
made or commence at least 5 years after the date of the originally scheduled payment.



Date      By



(Print Name)



 * Final installment shall be equal to the remaining balance in the account on that
date



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EXHIBIT C



	 	 	 	 	 
	DEFERRED STOCK EXAMPLE – PHANTOM SHARES	 	 	 	 
	Assumptions
	 	 	 	 
	 
	 	 	 	 
	Deferred Stock Election:
	 	50% of Eligible Fees
	Annual Cash Retainer Fee:
	 	$	25,000	
	Fair Market Value of stock on first business day of Plan Year:
	 	$	25.00	






Effective Date of Grant: First business day of Plan Year



	 	 	 	 	 	 	 	 	 
	Calculation of Number of Phantom Shares awarded
	 	 	 	 	 	 	 	 
	 
	 	 	 	 
	Fee x Deferred Stock Election %         __________ =
	 	$	25,000 x 50	%
	 
	 	 	 	 
	Fair Market Value per share on Effective Date
	 	 	 	 	 	$	25.00	 
	 
	 	 	=	 	 	$	12,500	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	$	25.00	 
	 
	 	 	=	 	 	500 Phantom Shares






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EXHIBIT D




BENEFICIARY ELECTION FORM




COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS OF




ADC TELECOMMUNICATIONS, INC.




	 	 	 	 	 	 	 	 	 
	I. DIRECTOR INFORMATION
	Last Name First MI (if applicable)

	Mailing Address (If you have an address change, contact your Human Resources Department)

	City Province (if applicable) Country Postal Code

	II. BENEFICIARY DESIGNATION

	 

	In accordance with the provisions of the Plan, I hereby designate any and all deferral amounts payable
under the Plan by reason of my death to the following beneficiary(ies). Further, I understand that
should my primary beneficiary(ies) precede me in death, my contingent beneficiary(ies) will become the
primary beneficiary(ies) of my Plan account and any accumulated contributions. I understand that this
beneficiary designation revokes any previous designation(s). I understand that in the event any persons
designated below survive me, any and all death benefits payable will be distributed in accordance with
the provisions of the Plan. I also reserve the right to change this designation at any time by
completing a new Beneficiary Election Form.

	 

	PRIMARY BENEFICIARY(IES)

	 

	Name	 	Relationship (Date
of Birth)	 	
Address & Phone Number	 	Percent of Benefit
(Total = 100%)
	 	 	 	 	 	 	 
	CONTINGENT BENEFICIARY(IES)

	 

	Name	 	Relationship (Date
of Birth)	 	
Address & Phone Number	 	Percent of Benefit
(Total = 100%)
	 	 	 	 	 	 	 
	III. SIGNATURE

	 

	Signature
	 	Date
	 
	 	 







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