Exhibit 99.3
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.
ADC TELECOMMUNICATIONS, INC.
SUPERIOR PERFORMANCE LONG-TERM INCENTIVE PROGRAM
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 2008 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 (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: September 30, 2009 (hereinafter “Grant
Date”)
2. Number of Restricted Stock Units Subject to this
Award:
(hereinafter “Award
Number”)
3. Vesting Schedule: Subject to the other terms and conditions of this
Agreement and the Plan, the Award will vest on January 2, 2013
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 Sections 10(a), (b) and (c) 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.
(a) For all purposes of this Agreement, the
term “Employment Termination Date” shall mean the
earlier of:
(i) 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
(ii) the date, as determined by the Company,
that your employer is no longer an Affiliate of the
Company.
(b) Except as provided in
Sections 10(a), (b) and (c) 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.
(c) 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