FORM OF STOCK OPTION AGREEMENT FOR NEW OPTIONS ADC TELECOMMUNICATIONS, INC. OMNIBUS NONQUALIFIED STOCK OPTION AGREEMENT (2003 Stock Option Exchange Program)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit (d)(2)

FORM OF STOCK OPTION AGREEMENT FOR NEW OPTIONS

ADC TELECOMMUNICATIONS, INC.
OMNIBUS NONQUALIFIED STOCK OPTION AGREEMENT
(2003 Stock Option Exchange Program)

Optionee:	«First Name» «MI» «Last Name»		Plan:	«Plan»
ID:	«ID»

This Omnibus Nonqualified Stock Option Agreement (the "Agreement") is entered into effective «Effective Date» by and between ADC Telecommunications, Inc., a Minnesota corporation, (the "Company"), and the above-identified Optionee pursuant to the Company's Global Stock Incentive Plan (the "Plan"). By electing to participate in the Company's 2003 Stock Option Exchange Program, Optionee has consented to and agreed to be bound by all terms and conditions of this Agreement and Exhibits A and B hereto. This Agreement together with Exhibits A and B to this Agreement contain the terms and conditions for the following individual option grants (each, an "Option") that have been made by the Company pursuant to Optionee's decision to participate in the Company's 2003 Stock Option Exchange Program:

Option Number		No. of Option Shares		Exercise Price per Share

Subject to the terms and conditions of this Agreement, Exhibits A and B to this Agreement and the Plan, this Option shall in all events terminate on «Date—7 years after grant date» (the "Expiration Date"). The shares subject to this Option shall vest and may be exercised in whole or in part by the Optionee according to the following vesting schedule:

Vesting Date	Percentage of Option Shares Vesting		Cumulative Percentage of Option Shares Vesting
«Grant Date + 6 months»	25	%	25	%
«Grant Date + 12 months»	25	%	50	%
«Grant Date + 18 months»	25	%	75	%
«Grant Date + 24 months»	25	%	100	%

Subject to the provisions of the Plan and Exhibits A and B, the Optionee must be actively employed by the Company or any of its Affiliates on each Vesting Date for vesting to occur. Termination of employment after a Vesting Date may accelerate the Expiration Date (see terms of the Plan and Exhibits A and B hereto).

Optionee and the Company agree that these Options are granted under and governed by the terms and conditions of this Agreement, Exhibits A and B to this Agreement, and the Plan. Each of these documents and a Prospectus related to shares covered by the Plan have been provided to Optionee. Optionee specifically acknowledges that Exhibit A to this Agreement contains an agreement by Optionee not to solicit employees of the Company or its Affiliates on behalf of any other employer, a data privacy consent by Optionee and certain other acknowledgements by Optionee. In addition, Optionee acknowledges that Exhibit B includes country-specific terms which apply to the Options.

Optionee acknowledges that this Option is subject to the ongoing discretionary authority of the Company to determine: (i) the permissible manner of exercise of the Option (including but not limited to the authority of the Company to require a mandatory cashless exercise); (ii) the permissible timing of exercise of the Option; and (iii) any other restrictions that the Company deems necessary and

advisable, including but not limited to restrictions pertaining to applicable law. Optionee further acknowledges that in the event the Optionee chooses to effect a simultaneous exercise and sale of all or a portion of the shares that are subject to this Option, neither the Company nor its third party stock option administrator will guarantee any particular market price for the sale of the shares, nor shall the Company or its third party administrator be responsible for any failure to obtain any particular market price due to delays in the exercise of this Option or any other reason.

ADC TELECOMMUNICATIONS, INC.
		«Effective Date»
Xxxxxxx X. Xxxxxx, Vice President, Corporate Secretary & General Counsel		Date

For questions regarding this Option, please contact ADC's HR Stock Option Group as follows:

Postal Mail:
ADC
Attn: Stock Option Program, MS 56
X.X. Xxx 0000
Xxxxxxxxxxx, XX 00000-0000 XXX

Express Mail:
ADC
Attn: Stock Option Program, MS 56
00000 Xxxxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000 XXX

Email: xxxxxxxxxxxx@xxx.xxx

Facsimile: 000-000-0000

Telephone: 000-000-0000
800-366-3889 ext. 70576

EXHIBIT A
TO THE
ADC TELECOMMUNICATIONS, INC.
OMNIBUS NONQUALIFIED STOCK OPTION AGREEMENT
(2003 Stock Option Exchange Program)

This Exhibit A is part of and incorporated by reference into the Omnibus Nonqualified Stock Option Agreement issued by ADC Telecommunications, Inc. (the "Company") pursuant to the Company's Global Stock Incentive Plan (the "Plan").

Unless otherwise defined herein, capitalized terms shall have the meaning given such term in the Omnibus Nonqualified Stock Option Agreement.

1. Grant of Option

Refer to the individualized Omnibus Nonqualified Stock Option Agreement (the "Agreement") between the Company and the Optionee for a description of the Option grants evidenced by the Agreement, including the total number of shares of Common Stock covered by each grant, the exercise price per share, and the schedule for vesting. This Option is not intended to be an incentive stock option within the meaning of Section 422 of the U.S. Internal Revenue Code.

2. Duration and Exercisability

(a)

This Option shall vest and become exercisable in accordance with the schedule set forth on the Agreement. This Option shall in all events terminate seven (7) years after the date of grant, if not earlier in the event of termination of employment.

(b)

Notwithstanding the provisions contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, this Option shall become fully vested and exercisable on the date of a "Change in Control" (as hereinafter defined). For purposes of the Agreement and this Exhibit A to the Agreement, the following terms shall have the definitions set forth below:

(i)

"Change in Control" shall mean:

(A): a change in control of the Company 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 Company 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 Company 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 Company representing 20% or more of the combined voting power of the Company's then outstanding securities, determined in accordance with Rule 13d-3, excluding, however, any securities acquired directly from the Company (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 Company); however, that for purposes of this clause the term "person" shall not include the Company, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company or 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 Company'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 Company (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 Company'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 Company approving such Business Combination;
(E): approval by the shareholders of the Company of a complete liquidation or dissolution of the Company; 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 Company.

(ii): "Continuing Director" shall mean any person who is a member of the Board of Directors of the Company, while such person is a member of the Board of Directors, who is not 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, and who (x) was a member of the Board of Directors on the date of this Agreement as first written above or (y) 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. For purposes of this subparagraph (ii), "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 Company representing 20% or more of the combined voting power of the Company's then outstanding securities, but shall not include the Company, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company or any entity holding shares of Common Stock 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.

(c): This Option shall not be assignable or transferable except to a designated beneficiary (under procedures established by the Company) or by the laws of descent and distribution in the case of the death of Optionee, and except that for U.S. resident employees, upon written notice to the Company, U.S. resident employees may transfer this Option during his or her lifetime to any "family member" (as such term is used on Form S-8 under the Securities Act of 1933) of Optionee provided that (i) there is no consideration for such transfer or such transfer is effected pursuant to a domestic relations order in settlement of marital property rights, and (ii) this Option held by such transferees shall continue to be subject to the same terms and conditions (including restrictions on subsequent transfers) as were applicable to this Option immediately prior to such transfer. This Option may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate of the Company.

(d): This Option may be exercised, during the lifetime of Optionee, only by Optionee, a permitted transferee pursuant to a transfer permitted by Section 2(c) above, or, if permissible under applicable law, by Optionee's or such transferee's guardian or legal representative.

3. Effect of Termination of Employment

(a)

For all purposes of the Agreement and this Exhibit A, the term "Employment Termination Date" shall mean the earlier of:

(i): the date, as determined by the Company, that Optionee is 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 Optionee's employer is no longer an Affiliate of the Company.

(b)

In the event the Optionee ceases to be an employee of the Company or any of its Affiliates for any reason other than death, Optionee shall have the right to exercise the Option at any time within one year after the Employment Termination Date to the extent of the number of vested shares Optionee was entitled to purchase under the Option on the Employment Termination Date, subject to the condition that no Option shall be exercisable after the Expiration Date.

(c)

In the event the Optionee dies while an employee of the Company or any of its Affiliates or within three months after the Employment Termination Date, this Option may be exercised at any time within two years after his or her death by the executors or administrators of Optionee, or by any person or persons to whom the Option is transferred by the prior designation of a beneficiary or the applicable laws of descent and distribution, to the extent of the number of vested shares Optionee was entitled to purchase under the Option on the date of death, subject to the condition that no Option shall be exercisable after the Expiration Date.

(d)

Except as set forth in Section 3(e) below, no further vesting of this Option shall occur after the Employment Termination Date, and this Option shall be exercisable in accordance with this Section 3 following the Employment Termination Date only to the extent that it is exercisable on the Employment Termination Date, pursuant to the vesting schedule set forth in the Agreement and Section 2 hereof.

(e)

If Optionee's Employment Termination Date occurs prior to the date which is six months after the date of grant of the Option, and if the reason for Optionee's termination of employment is any reason other than: (i) voluntary resignation or retirement by Optionee; or (ii) discharge by the Company for "Cause," then twenty percent (20%) of the aggregate number of shares covered by this Option shall immediately vest and become exercisable on the Employment Termination Date. The Option, to the extent it becomes vested, shall be exercisable for the time period described in Section 3(b) or (c), whichever is applicable. For purposes of this Section 3(e), the term "Cause" shall mean the willful and continued failure of Optionee to perform his or her duties or gross and willful misconduct, including but not limited to, wrongful appropriation of funds.

4. Manner of Exercise

The Option can be exercised only by Optionee or other proper party within the option period by notice to the Company or the Company's third-party stock option administrator (UBS

PaineWebber Inc. as of the date of this grant) in a form specified by the Company or such third-party stock option administrator, or in such other manner as the Company may specify from time-to-time. The Company shall have the right to specify all conditions of the manner of exercise, and such conditions may vary by country and may be subject to change from time to time.

5. Adjustments

If Optionee exercises all or any portion of the Option subsequent to any change in the number or character of the Common Stock (through stock dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase shares of Common Stock or other securities of the Company or other similar corporate transaction or event affecting the Common Stock such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the Option), Optionee shall then receive for the aggregate price paid by him or her on such exercise of the Option, the number and type of securities or other consideration which he would have received if such Option had been exercised prior to the event changing the number or character of outstanding shares.

6. Responsibility for Taxes

Regardless of any action taken by the Company or Optionee's employer (the "Employer") with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee's responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee's liability for Tax-Related Items.

Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee's wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee's participation in the Plan or Optionee's purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.

7. Non-solicitation Agreement

(a): In consideration of the grant of the Option, the Optionee shall not, directly or indirectly, during the period the Optionee is employed by the Company or its Affiliates and for a period of one year after the Employment Termination Date: (i) induce or attempt to induce any other employee to leave the employ of the Company or any of its Affiliates, or in any way interfere adversely with the relationship between any such employee and the Company or any of its Affiliates; (ii) induce or attempt to induce any other employee of the Company or any

of its Affiliates to work for, render services or provide advice to or supply confidential business information or trade secrets of the Company or its Affiliates to any person or entity other than the Company or its Affiliates; or (iii) employ, or otherwise pay for services rendered by, any other employee of the Company or any of its Affiliates in any other business enterprise.

(b): The Optionee acknowledges that breach of this Section 7 would be highly injurious to the Company, and the Company reserves its rights to pursue all available remedies, including but not limited to equitable and injunctive relief and damages. The Optionee specifically agrees that the Company shall be entitled to obtain temporary and permanent injunctive relief from a court of law to enforce the provisions of this Section 7, and that such relief may be granted without the necessity of proving actual damages and without necessity of posting any bond. This provision with respect to injunctive relief shall not, however, diminish the right of the Company to claim and recover damages or to seek and obtain any other relief available to it. The Optionee further acknowledges that this Section 7 shall be enforceable by the Company even if no portion of the Option becomes vested and exercisable.

8. Data Privacy Consent

Optionee hereby explicitly consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this document by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing Optionee's participation in the Plan.

Optionee understands that the Company and its Affiliates hold certain personal information about Optionee, including, but not limited to, Optionee's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its Affiliates, details of all options or any other entitlement to shares of stock awarded, cancelled, exercised, vested, unvested or outstanding in Optionee's favor, for the purpose of implementing, administering and managing the Plan ("Data"). Optionee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Optionee's country or elsewhere, and that the recipient's country may have different data privacy laws and protections than Optionee's country. Optionee understands that Optionee may request a list with the names and addresses of any potential recipients of the Data by contacting ADC's HR Stock Option Group. Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Optionee's participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Optionee may elect to deposit any shares of stock acquired upon exercise of the Option. Optionee understands that Data will be held only as long as is necessary to implement, administer and manage Optionee's participation in the Plan and that Optionee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing ADC's HR Stock Option Group. Optionee understands, however, that refusing or withdrawing his or her consent may affect Optionee's ability to participate in the Plan. For more information on the consequences of Optionee's refusal to consent or withdrawal of consent, Optionee may contact ADC's HR Stock Option Group.

9. Nature of Grant

In accepting the grant, Optionee acknowledges that:

(a): The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Agreement. The Option is subject in all respects to the terms and conditions of the Plan and this Agreement.
(b): The grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past.
(c): All decisions with respect to future option grants, if any, will be at the sole discretion of the Company.
(d): Optionee's participation in the Plan shall not create a right to further employment with the Company or any of its Affiliates and shall not interfere with the ability of the Company or its Affiliates to terminate Optionee's employment relationship at any time with or without cause.
(e): Optionee is voluntarily participating in the Plan.
(f): The Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of Optionee's employment contract, if any.
(g): The Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
(h): In the event that Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with any Affiliate of the Company.
(i): The future value of the underlying shares is unknown and cannot be predicted with certainty.
(j): If the underlying shares do not increase in value, the Option will have no value.
(k): If Optionee exercises the Option and obtains shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the exercise price.
(l): No claim or entitlement to compensation or damages arises from termination of the Option or diminution in value of the Option or shares purchased through exercise of the Option which results from the termination of Optionee's employment by the Company or the Employer (for any reason and regardless of whether in breach of contract), and Optionee irrevocably releases the Company and its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Optionee shall be deemed irrevocably to have waived his/her entitlement to pursue such claim.
(m): Optionee consents to the delivery by electronic means of any documents related to the Option, the Plan or future options that may be granted under the Plan.

10. Miscellaneous

(a): Optionee shall have none of the rights of a shareholder with respect to shares subject to this Option until such shares shall have been issued upon exercise of this Option.

(b): This Agreement shall be governed by and construed 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. The Company and the Optionee submit to the jurisdiction of any state or federal court sitting in Minneapolis, Minnesota, in any action or proceeding arising out of or relating to this Agreement, and agree that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the Company and the Optionee also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Company and the Optionee waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of the other party with respect thereto. The Company and the Optionee agree that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or in equity.
(c): To the extent any provision of this Agreement shall be determined by any court to be invalid or unenforceable in any jurisdiction, such provision shall be deemed to be deleted from this Agreement, and the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. In furtherance of and not in limitation of the foregoing, the Optionee expressly agrees that should the duration of, geographical extent of, or business activities covered by Section 7 of this Agreement be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities that may validly or enforceably be covered. The Optionee expressly stipulates that this Agreement shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.
(d): If Optionee has received this Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

EXHIBIT B

TO THE
ADC TELECOMMUNICATIONS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT

If Optionee is resident in any country named below, his/her Option grant is subject to the further terms provided below for that country. These terms are in addition to the terms stated in the Agreement and Exhibit A to the Agreement.

Argentina

The benefits received under the Plan, if any, do not accrue on a monthly basis and will not be granted on a regular or monthly basis. In addition, the Option is granted by Company on behalf of the local employer.

The Option granted pursuant to the Plan, and the shares which may be purchased upon exercise of the Option, are offered in a private transaction and are not subject to the supervision of any Argentine governmental authority. This is not an offer to the public.

Please note that exchange controls in Argentina are currently in a state of flux. Therefore, Optionee should consult with his/her legal advisor regarding any approval or reporting obligations that Optionee may have with respect to the exercise of options, the ownership of foreign shares and/or the receipt of cash payments from abroad.

Australia

Optionee's Option is granted pursuant to the Australian Addendum which is an addendum to the Plan, and therefore, Optionee's Option is subject to the terms and conditions as stated in the Australian Addendum, the Plan, the Agreement and Exhibits A and B to the Agreement.

Belgium

Optionee must accept the Option within 60 days after this Agreement is distributed to him/her. Failure to do so will result in forfeiture of the Option. In order to properly accept, Optionee must sign the Acceptance Form and return it to ADC's HR Stock Option Group (at the address specified in the Agreement) within 60 days of the offer date specified in Optionee's offer letter. If Optionee's Option is forfeited, he/she will not be entitled to any payment or compensation in lieu of the Option.

Optionee is required to report any security or bank account maintained outside of Belgium on his/her annual tax return.

Brazil

Due to exchange control restrictions in Brazil, Optionee must exercise the Option using the cashless sell-all method of exercise. Pursuant to a cashless sell-all exercise, Optionee will authorize the stockbroker to sell all the shares that he/she is entitled to at exercise and remit the sale proceeds less the exercise price, broker's fees and any applicable taxes to Optionee in cash.

By accepting this Option, Optionee acknowledges that he/she agrees to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the exercise of the Option, sale of shares obtained pursuant to exercise of the Option.

Canada (Quebec only)

The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceeds entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be provided to them in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, xxxx xxxxxx et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

Canada (all provinces)

Optionee is permitted to sell shares acquired upon exercise of the Option through the designated broker appointed by the Company provided the resale of shares takes place outside of Canada through the facilitates of the stock exchange which the shares are listed. Currently, the Company's shares are listed on NASDAQ.

China

Due to legal restrictions in China, Optionee must exercise the Option using the cashless sell-all method of exercise. Pursuant to a cashless sell-all exercise, Optionee will authorize the stockbroker to sell all the shares that he/she is entitled to at exercise and remit the sale proceeds less the exercise price, broker's fees and any applicable taxes to Optionee in cash.

France

Optionee may hold shares purchased under the Option outside of France provided he/she declares all foreign accounts, whether open, current, or closed, in his/her income tax return. Optionee must also declare to the customs and excise authorities any cash or securities he/she imports or exports without the use of a financial institution when the value of the cash or securities is equal to or exceeds €7,600.

Germany

Cross-border payments in excess of €12,500 must be reported monthly. If Optionee uses a German bank to transfer a cross-border payment in excess of €12,500 in connection with the purchase or sale of Company shares, the bank will make the report. In addition, Optionee must report any receivables or payables or debts in foreign currency exceeding an amount of €5,000,000 on a monthly basis. Finally, Optionee must also report his/her holding annually in the unlikely event that Optionee holds shares representing 10% or more of the total or voting capital of the Company.

Hong Kong

Company specifically intends that the Plan will not be an occupational retirement scheme for the purposes of the Occupational Retirement Schemes Ordinance ("ORSO"). Notwithstanding the foregoing, if the Plan is deemed to constitute an occupational retirement scheme for the purposes of ORSO, Optionee's option grant shall be void.

In the event that Optionee dies prior to six months after the grant date, Optionee's legal representative or designated beneficiary will be entitled to exercise this Option, as provided in paragraph 3 of this Agreement, provided that such representative or beneficiary executes an undertaking satisfactory to Company not to sell the shares acquired through exercise of this Option prior to six months after the grant date.

In the event of termination of employment, other than termination due to death, Optionee will not be entitled to exercise this Option until at least six months after the grant date.

India

Due to exchange control restrictions in India, Optionee must exercise the Option using the cashless sell-all method of exercise. Pursuant to a cashless sell-all exercise, Optionee will authorize the stockbroker to sell all the shares that he/she is entitled to at exercise and remit the sale proceeds less the exercise price, broker's fees and any applicable taxes to Optionee in cash.

All proceeds from the exercise of the Option must be repatriated to India within a reasonable time of receiving payment. Optionee will receive a foreign inward remittance certificate ("FIRC") from the bank where he/she deposits the foreign currency. Optionee should maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or his/her employer requests proof of repatriation.

Optionee acknowledges and agrees that: (i) his/her decision to exercise the Option is voluntary; and (ii) an Option granted under the Plan does not constitute a customary right or privilege.

Ireland

This Option is granted pursuant to the Plan and the shares which may be purchased on exercise of the Option are offered in a private transaction. This is not an offer to the public.

Optionee must exercise his/her Option by using a handwritten letter, an electronic notification, or a voice response system. Optionee may not use a standard option exercise form provided by the Company or its agent, if any.

If Optionee is a director, shadow director or secretary of an Irish subsidiary of Company, Optionee is subject to certain notification requirements under the Companies Act, 1990. Among these requirements is an obligation to notify the Irish subsidiary in writing when Optionee receives an interest (e.g., options, shares) in Company and the number and class of shares or rights to which the interest relates. In addition, Optionee must notify the Irish subsidiary when Optionee sells shares acquired through the exercise of options. Optionee must notify the Irish subsidiary of the acquisition or disposal of an interest in shares within five days following the day of acquisition or disposal of the interest in shares. These notification requirements also apply to any rights or shares acquired by Optionee's spouse or children under the age of 18. Please contact Company to obtain a copy of the notification form.

Israel

Optionee must exercise the Option using the cashless sell-all method of exercise. Pursuant to a cashless sell-all exercise, Optionee will authorize the stockbroker to sell all the shares that he/she is entitled to at exercise and remit the sale proceeds less the exercise price, broker's fees and any applicable taxes to Optionee in cash.

Italy

By accepting this Option, Optionee acknowledges that he/she has received a copy of the Plan, reviewed the Plan and this Agreement in their entirety and fully understands and accepts all provisions of the Plan and this Agreement. In addition, Optionee acknowledges that the Option is not meant to incentivize, compensate or reward Optionee for his/her efforts for his/her employer.

In addition, by accepting this Option, Optionee further acknowledges that he/she has read and specifically and expressly approves the following clauses in the Plan and this Agreement: Section 2(a)—the term of the Option is seven years; Section 2(c)—the Option cannot be transferred other than by will or the laws of descent and distribution; Section 3(a)(i)—in the event of involuntary termination of Optionee's employment, Optionee's right to vest in Options, if any, will terminate as of the date that

Optionee is no longer actively employed by Optionee's current employer; Section 6—Optionee is responsible for all Tax-Related Items, as defined in this Agreement; Section 7—Optionee is subject to non-solicitation provisions, as specified in this Agreement; Section 8—Optionee consents to the collection, use and transfer of his/her personal data as described in this Agreement; Section 9(a)—the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; and Section 9(c)—all decisions with respect to future grants will be at the sole discretion of the Company.

Exchange control reporting is required if Optionee transfers cash or shares to or from Italy in excess of €12,500 or the equivalent amount in U.S. dollars. If the payment is made through an authorized broker resident in Italy, the broker will comply with the reporting obligation. In addition, the Optionee will have exchange control reporting obligations if Optionee has any foreign investment (including stock) held outside Italy in excess of €12,500 or the equivalent amount in U.S. dollars. The reporting must be done on Optionee's individual tax return.

Japan

If Optionee acquires shares valued at more than ¥100,000,000 in a single transaction, Optionee must file a report with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of the shares. The reporting requirements vary depending on whether or not the relevant payment is made through a bank in Japan.

Malaysia

Optionee must comply with the following exchange control reporting obligations if Optionee is a Malaysian resident for exchange control purposes: (i) if Optionee remits more than RM50,000 (or its equivalent in foreign currency) to exercise his/her Option, Optionee will be required to file a Form P with the Foreign Exchange Department of Bank Negara; (ii) Optionee must repatriate all proceeds from the sale of shares and all dividend payments (if any) to Malaysian as soon as the proceeds/dividends are received; (iii) Optionee must file a Form R with Bank Negara if the amount of funds repatriated exceeds RM50,000 (or its equivalent in foreign currency); and (iv) if Company and/or Optionee's employer do not obtain a blanket exchange control approval, then Optionee must notify Bank Negara of the remittance of funds to exercise his/her Option at least seven working days before the remittance (Optionee can estimate the amount that he/she intends to remit). These requirements apply to both cash and cashless exercises.

If Optionee is a director of a Malaysian affiliate of ADC, he/she is subject to certain notification requirements under the Malaysian Companies Act, 1965. Among these requirements is an obligation to notify the Malaysian affiliate in writing when Optionee receives an interest (e.g., stock options, shares, etc.) in Company or any related companies. In addition, Optionee must notify the Malaysian affiliate when he/she sells shares of Company or any related company (including when Optionee sells shares acquired through exercise of his/her Option). Additionally, Optionee must also notify the Malaysian affiliate of Company if there are any subsequent changes in Optionee's interest in Company or any related companies. These notifications must be made within 14 days of acquiring or disposing of any interest in Company or any related company.

Mexico

The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability to Optionee.

This invitation and, in Optionee's case, the acquisition of shares does not, in any way, establish a labor relationship between Optionee and the Company, and it does not establish any rights between Optionee and his/her employer.

La invitación que the Company hace en relación con el Plan es unilateral y discrecional, por lo tanto, the Company se reserva el derecho absoluto para modificar o terminar el mismo, sin ninguna responsabilidad para usted.

Esta invitación y, en su caso, la adquisición de acciones, de ninguna manera establecen relación laboral alguna entre usted y the Company y tampoco establece derecho alguno entre usted y su empleador.

The Netherlands

By accepting this Option, Optionee acknowledges that: (i) the grant is intended as an incentive for the Optionee to remain employed with his/her current employer and is not intended as remuneration for labor performed; (ii) the grant is not intended to replace any pension rights or compensation; and (iii) in the case of a merger, take-over or transfer of liability, the benefits granted under the Plan will not transfer automatically to another company.

If Optionee would like to defer taxation until the time of exercise, he/she must sign a deferral election form and accompanying documents for the purposes of deferring tax until exercise.

Statistical reporting of payments of €50,000 or more to or from a foreign country must be reported to the Nederlandsche Bank. If a Dutch bank is involved in sending or receiving the payment, the bank will report the transaction.

Singapore

If Optionee is a director, associate director or shadow director of a Singapore affiliate of Company, Optionee is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singaporean affiliate in writing when Optionee receives an interest (e.g., options, shares) in Company or any related companies. Please contact Company to obtain a copy of the notification form. In addition, Optionee must notify the Singapore affiliate when Optionee sells shares of Company or any related company (including when Optionee sell shares acquired through exercise of his/her Option). These notifications must be made within two days of acquiring or disposing of any interest in Company or any related company. In addition, a notification must be made of Optionee's interests in Company or any related company within two days of becoming a director.

South Africa

To participate in the Plan, Optionee must comply with exchange control regulations in South Africa. The Exchange Control Department of the South African Reserve Bank (the "Exchange Control") requires that approval be sought for the participation by South African residents in foreign share incentive schemes. Although this approval is Optionee's obligation (not Company's or Optionee's Employer obligation), the Company may obtain this approval on Optionee's behalf.

Because the exchange control regulations change frequently and without notice, Optionee should consult his/her legal advisor prior to exercise of this Option to ensure compliance with current regulations. It is Optionee's responsibility to comply with South African exchange control laws, and neither Company nor Optionee's employer will be liable for any resulting fines or penalties.

South Korea

When Optionee exercises an Option, his/her remittance of funds must be "confirmed" by a foreign exchange bank in Korea. This procedure does not require approval of the remittance from the bank. Optionee must submit the following documents to the bank with a confirmation application available from the bank: (i) the notice of grant, if any; (ii) the Plan; (iii) the Agreement indicating the type of shares to be acquired and the amount of shares; and (iv) a certificate of employment from Optionee's local employer.

Exchange control laws also require Korean residents who realize US$100,000 or more from the sale of shares to repatriate the proceeds back to Korea within six months of the sale.

Spain

By accepting this Option, Optionee acknowledges that: (i) he/she understands and agrees to the terms of the Plan; (ii) he/she consents to participation in the Plan; (iii) and he/she has received a copy of the Plan.

Optionee understands that Company has unilaterally, gratuitously, and discretionally decided to distribute Options under the Plan to individuals who may be employees of the Company or its affiliates throughout the world. The decision is a temporary decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind Company or any of its affiliates presently or in the future. Consequently, Optionee understands that any grant is given on the assumption and condition that it shall not become a part of any employment contract (either with Company or any of its affiliates) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Options and underlying shares is unknown and unpredictable. In addition, Optionee understands that this grant would not be made to Optionee but for the assumptions and conditions referred to above; thus, Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Options shall be null and void and the Plan shall not have any effect whatsoever.

It is Optionee's responsibility to comply with exchange control regulations in Spain. The purchase of Company shares must be declared for the purchaser for statistical purposes to the Spanish Dirección General de Comercio e Inversiones of the Ministry of Economy (the "DGCI"). If Optionee purchases shares through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGCI for Optionee. Otherwise, Optionee must make the declaration himself/herself by filing the appropriate form with the DGCI.

When receiving foreign currency payments derived from the ownership of Company shares (i.e., as a result of the sale of the shares), Optionee must inform the financial institution receiving the payment, the basis upon which such payment is made. Optionee will need to provide the institution with the following information: (i) Optionee's name, address, and fiscal identification number; (ii) the name and corporate domicile of Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) additional information that may be required.

If Optionee wishes to import the ownership title of the Company shares (i.e., share certificates) into Spain, Optionee must declare the importation of such securities to the DGCI.

This offer is considered a private placement outside of the scope of Spanish law on public offerings and issuances.

Xxxxxx Xxxxxxx

Optionee agrees that if Company does not withhold the amount of income tax and National Insurance Contributions that Optionee is responsible for as a result of the exercise, release, assignment or cancellation of the Option (the "Taxable Event") from Optionee within 90 days after the Taxable Event, that the amount that should have been withheld from Optionee shall constitute a loan owed by Optionee to Optionee's employer ("Employer"), effective 90 days after the Taxable Event. Optionee agrees that the loan will bear interest at the UK official rate of interest and it will be immediately due and repayable and Company and/or Employer may recover it at any time thereafter by withholding the funds from Optionee's salary, bonus or any other funds due by Employer to Optionee, by withholding in shares acquired upon exercise of the Option or by demanding cash or a check from Optionee.

Venezuela

Optionee acknowledges and agrees that any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Optionee's employment.

Optionee also acknowledges that: (i) this offer is personal, private, exclusive and non-transferable; (ii) Optionee has been selected to receive a grant only because he/she meets the eligibility requirements contained in the Plan; and (iii) this offer is not being communicated using any means of publicity.

Recently, the Government of Venezuela established an exchange control regime. Optionee should consult with his/her legal advisor to determine how these new requirements impact his/her participation in the Plan.

QuickLinks

Exhibit (d)(2)

Document Metadata

Table of Contents

FORM OF STOCK OPTION AGREEMENT FOR NEW OPTIONS ADC TELECOMMUNICATIONS, INC. OMNIBUS NONQUALIFIED STOCK OPTION AGREEMENT (2003 Stock Option Exchange Program)

Document Metadata