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Stock Option Exchange Program

Effective Date: June 27, 2003
Parties:

ADC Telecommunications

Sectors: Telecommunications
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Exhibit (a)(1)(B)


ADC TELECOMMUNICATIONS, INC.

STOCK OPTION EXCHANGE PROGRAM
SUPPLEMENTARY AUSTRALIAN DOCUMENT

GLOBAL STOCK INCENTIVE PLAN

OFFER TO AUSTRALIAN RESIDENT EMPLOYEES
HOLDING ELIGIBLE STOCK OPTIONS

June 2, 2003


Investment in shares involves a degree of risk. Employees who participate in the offer to exchange eligible options should monitor their participation and consider all risk factors relevant to the offer to exchange and the acquisition of shares under the Global Stock Incentive Plan (the "U.S. Plan") as set out in this Supplementary Australian Document and the Additional Documents. Employees should seek independent advice regarding participation in the offer to exchange and the U.S. Plan.

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OFFER TO AUSTRALIAN RESIDENT EMPLOYEES HOLDING ELIGIBLE STOCK OPTIONS

ADC TELECOMMUNICATIONS, INC.

STOCK OPTION EXCHANGE PROGRAM
SUPPLEMENTARY AUSTRALIAN DOCUMENT

GLOBAL STOCK INCENTIVE PLAN

We are pleased to provide you with information regarding the ADC Telecommunications, Inc.'s (the "Company's") offer to exchange eligible options for new options under the Company's Global Stock Incentive Plan (the "U.S. Plan").

Unless otherwise defined herein, terms defined in the U.S. Plan and the Offer to Exchange document have the same meaning in this Supplementary Australian Document.

1. OFFER

This is an offer made by the Company to Australian resident employees holding eligible stock options to exchange their eligible stock options previously granted by the Company for new options that the Company will grant under the U.S. Plan.

This offer will expire at 11:59 p.m. U.S. Central Time on June 27, 2003 unless the Company extends the offer in its sole discretion.

2. WHO IS ELIGIBLE TO PARTICIPATE

To be eligible for this offer in Australia, you must hold eligible options ( i.e ., options to purchase shares of common stock of the Company, whether vested or unvested, with exercise prices higher than US$4 per share and an expiration date on or after January 1, 2004) and be employed by the Company or any of its affiliates on the date of this offer through the date on which this offer expires.

In addition, to receive the new option grant pursuant to this offer to exchange, you must be employed by the Company or one of its affiliates on the new grant date (which will be no less than six months and one day after the cancellation of the eligible options). Generally, if you terminate your employment with the Company and its affiliates, or your employment with Company and its affiliates is terminated prior to the new grant date for any reason, you will not receive the new grant or any compensation for the eligible options that you elected to exchange which were cancelled. However, if termination of your employment occurs after the cancellation of the eligible options and your termination is due to your death or as a result of involuntary termination due to a reduction in force or for any other involuntary termination other than for your wrongful behavior, then you will receive on the new grant date 20% of the new options that you would have received on that date had you still been employed by the Company or one of its affiliates on the new grant date.

3. ADDITIONAL DOCUMENTS

In addition to the information set out in this Supplementary Australian Document, we have provided electronic links to the following documents in the cover memo from Rick Roscitt dated June 2, 2003: a. the Australian Addendum to the Plan;

b. the Offer to Exchange, which includes a summary of the terms of the U.S. Plan; and

c. Election and Withdrawal Forms;

(collectively, the "Additional Documents").

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The Additional Documents, particularly the Offer to Exchange, provide important information necessary to make an informed investment decision in relation to your participation in the offer to exchange. Please read these documents carefully.

4. RELIANCE ON STATEMENTS

You should not rely upon any oral statements made to you in relation to this offer. You should only rely upon the statements contained in this Supplementary Australian Document and the Additional Documents when considering your participation in the offer to exchange.

5. HOW DOES THE EXCHANGE WORK

You may exchange your eligible options to purchase shares of common stock in the Company at exercise prices higher than US$4 per share, whether vested or unvested, for new options. The Company has divided the eligible options into four tiers, according to their exercise prices. Tier 1 includes the options with the lowest range of exercise prices and Tier 4 includes the options with the highest range of exercise prices. If you choose to exchange any options in a particular tier, you must exchange all of your eligible options in that tier and all tiers with higher exercise prices. Please see the Offer to Exchange for more details.

6. WHAT ARE THE MATERIAL TERMS OF THE NEW OPTIONS

(a) UNDER WHICH PLAN WILL THE NEW OPTIONS BE GRANTED

The new options will be granted under the U.S. Plan and will also be subject to the terms of the Australian Addendum, which is an addendum to the U.S. Plan.

(b) WHEN WILL THE NEW OPTIONS BE GRANTED

The new options granted to you will be subject to a new option agreement between you and the Company. Eligible options that are properly tendered for exchange and not validly withdrawn will be cancelled promptly following the expiration of the offer, unless determined otherwise by the Company. Depending on the market price of ADC common stock at the end of the exchange offer period, certain options may not be eligible for exchange. Options with exercise prices from $4.00 to $5.49 will not be eligible for exchange if the average of the closing prices of ADC common stock over a period of five consecutive trading days ending on the last day of the offer period (which is expected to be June 27, 2003) is $4.00 or greater. If such average closing price is equal to or exceeds $4.00, any options with exercise prices ranging from $4.00 to $5.49 will not be accepted for exchange.

If the offer expires on June 27, 2003, as currently scheduled, the Company expects to accept and cancel on June 28, 2003 the options you properly elect to exchange, and to grant new options to you on or about December 29, 2003 ( i.e ., the first business day that is at least six months and one day after the Company accepts and cancels your eligible options elected to be cancelled). However, the determination of the new grant date is in the Company's sole discretion, and the dates indicated herein also are subject to the Company's right to extend, terminate or amend the offer.

(c) WHAT IS THE VESTING SCHEDULE AND EXPIRATION DATE OF THE NEW OPTIONS

The new options will vest in increments of 25% on each six-month anniversary of the new grant date. Therefore, the new options will be fully vested two years after the new grant date, subject to your continuous employment with Company or one of its affiliates. However, if your employment is terminated less than six months after the new grant date as a result of your death or involuntary termination for any reason (other than for wrongful behavior), then 20% of the new options granted to you will vest in full immediately upon such termination. Please see the Offer to Exchange for details.

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(d) WHAT IS THE EXERCISE PRICE OF THE NEW OPTIONS

The exercise price for the new options will be the average of the high and low trading prices of the Company's common stock on the new grant date.

The Company cannot predict the exercise price of the new options. Because the Company will grant the new options no earlier than six months and one day after the date on which the Company cancels the options accepted for exchange, the new options may have a higher exercise price than some or all of the options you surrender for exchange.

The exercise price of the new options will be expressed in U.S. dollars and the shares acquired through the exercise of the new options must be purchased in U.S. dollars.

The Australian dollar equivalent of the U.S. exercise price will change with fluctuations in the U.S.$/A$ exchange rates. The Australian dollar amount required to purchase shares will be that amount which, when converted into U.S. dollars on the date of exercise, equals the U.S. exercise price. The exchange rate used for these calculations will be the applicable U.S. dollar buy rate published by an Australian bank on the previous business day.

By way of example only, assuming the date of grant of the new options was the day prior to this Supplementary Australian Document, the average of the high and low sales price of the Company's common stock on the date of grant (being US$ 2.73) would be the U.S. dollar exercise ...

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