Restricted Stock Award Agreement - ADC Telecommunications Inc. and Jay Hilbert
ADC TELECOMMUNICATIONS, INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made as of the 31st day of October, 2002, by and between ADC Telecommunications, Inc., a Minnesota corporation (the "Company"), and Jay T. Hilbert ("Participant").
The Company, pursuant to its Global Stock Incentive Plan (the "Plan"), hereby grants the following stock award to Participant, which award shall have the terms and conditions set forth in this Agreement:
The Company, effective as of the date of this Agreement, hereby grants to Participant a restricted stock award of 150,000 shares (the "Shares") of common stock, par value $.20 per share, of the Company (the "Common Stock"), subject to the terms and conditions set forth herein.
Subject to the terms and conditions of this Agreement, the Shares shall vest in Participant as follows: one-third (1/3) of the Shares shall vest on each of November 1, 2003, 2004 and 2005, if, and only if, Participant remains continuously employed by the Company from the date hereof until each respective vesting date. Notwithstanding the foregoing, in the event that the vesting and exercisability of Participant's stock option granted on October 31, 2002, under the Company's Global Stock Incentive Plan is accelerated pursuant to a change in control of the Company under the conditions specified in Exhibit A to such stock option agreement, the vesting of the Shares shall similarly be accelerated. In addition, in the event the conditions set forth in that certain letter dated January 7, 2003 from the Company to Participant are satisfied, the Shares shall become fully vested.
3. Restriction on Transfer
Until the Shares vest pursuant to Section 2 hereof, none of the Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and no attempt to transfer the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the Shares.
If Participant ceases to be an employee of the Company or any majority-owned affiliate of the Company for any reason prior to the vesting of the Shares pursuant to Section 2 hereof, Participant's rights to the unvested portion of the Shares shall be immediately and irrevocably forfeited.
5. Issuance and Custody of Certificate
"The shares of common stock represented by this certificate are subject to forfeiture, and the transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including restrictions against transfer) contained in the ADC Telecommunications, Inc. Global Stock Incentive Plan and a Restricted Stock Award Agreement entered into between ADC Telecommunications, Inc. and the registered owner of such shares. Copies of the Plan and the Agreement are on file in the office of the Secretary of ADC Telecommunications, Inc., 13625 Technology Drive, Eden Prairie, Minnesota."
6. Distributions and Adjustments
taxes required to be withheld in connection with this restricted stock award, in accordance with the rules of the Committee, or (ii) delivering to the Company shares of Common Stock other than the shares to be delivered upon vesting of this restricted stock award having a fair market value equal to such taxes, in accordance with the rules of the Committee.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.
|ADC TELECOMMUNICATIONS, INC.|
/s/ Laura N. Owen
Laura N. Owen
Vice President, Human Resources
/s/ Jay T. Hilbert
Jay T. Hilbert