**Exhibit 10.23**

 

ANDREW CORPORATION

 

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

 

THIS AGREEMENTmade as of 8 May 2001, between Andrew Corporation, a Delaware corporation (the“Company”), and Paul R. Cox (the “Executive”).

 

W I T N E S S E T H:

 

1.             Participation.  The Executive has been designated as aparticipant in the Andrew Corporation Executive Severance Benefit Plan (the“Plan”) by the Compensation Committee of the Board of Directors of the Company.

 

2.             Plan Benefits.  The Executive agrees to be bound by theprovisions of the Plan, including those provisions which relate to hiseligibility to receive benefits and to the conditions affecting the form,manner, time and terms of benefit payments under the Plan, as applicable.  The Executive understands and acknowledgesthat his benefit may be reduced pursuant to Section 10 of the Plan in order toeliminate any “excess parachute payments” as defined under Section 4999 of theInternal Revenue Code of 1954, as amended. The Executive may elect to receive his Plan benefits in installmentpayments, as provided under Section 9 of the Plan, by signing the statementincluded on page three of this Agreement. The Executive may make an election to receive installment payments, ormay revoke any such election, at any time prior to the date which is ten daysprior to the date on which a Change in Control is deemed to have occurred;provided that any election subsequent to the execution of this Agreement or anyrevocation shall be in writing and shall be subject to the approval of theCompensation Committee.

 

3.             Federal and State Laws.  The Executive shall comply with all federaland state laws which may be applicable to his participation in this Plan,including without limitation, his entitlement to, or receipt of, any benefitsunder the Plan.  If the Executive issubject to the provisions of Section 16(b) of the Securities Exchange Act of1934 as amended and in effect at the time of any Plan benefit payment, he shallcomply with the provisions of Section 16(b), including any applicableexemptions thereto, whether or not such provisions and exemptions apply to allor any portion of his Plan benefit payments.

 

4.             Amendment and Termination.  The Board of Directors may amend, modify,suspend or terminate the Plan or this Agreement at any time, subject to thefollowing:

 

(a)                                  without the consentof the Executive, no such amendment, modification, suspension or terminationshall reduce or diminish his right to receive any payment or benefit then dueand payable under the Plan immediately prior to such amendment, modification,suspension or termination; and

(b)                                 in the event of aChange in Control pursuant to Section 5 of the Plan, no such amendment,modification, suspension or termination of benefits, and eligibility 

 

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therefor, will be effective prior to the expiration of the48-consecutive-month period following the date of the Change in Control.

 

5.             Beneficiary.  The Executive hereby designates his primarybeneficiary(ies) as Cynthia W. Cox, who will receive any unpaid benefit paymentsin the event of the Executive’s death prior to full receipt thereof.  In the event that the primarybeneficiary(ies) predeceases the Executive, his unpaid benefits shall be paidto the estate of Paul R. Cox as secondary beneficiary(ies).  If more than one primary or secondarybeneficiary has been indicated, each primary beneficiary or, if none survives,each secondary beneficiary will receive an equal share of the unpaid benefitsunless the Executive indicates specific percentages next to the beneficiaries’names.  Except as required by applicablelaw, the Executive’s beneficiary or beneficiaries shall not be entitled to anymedical, life or other insurance-type welfare benefits.

 

6.             Arbitration.  The Executive agrees to be bound by anydetermination rendered by arbitrators pursuant to Section 11 of the Plan.

 

7.             Employment Rights.  The Plan and this Agreement shall not beconstrued to give the Executive the right to be continued in the employment ofthe Company or to give the Executive any benefits not specifically provided bythe Plan.

 

IN WITNESSWHEREOF, Andrew Corporation has caused this Agreement to be executed and theExecutive has executed this Agreement, both as of the day and year first abovewritten.

 
|                    | ANDREW  CORPORATION |
|-------------------------|---------------------|
|                    |                |
|  /s/ Paul R. Cox   |                | By  |   /s/  Guy M. Campbell |   |
| Paul R. Cox             |                | Guy M.  Campbell |
| Group  President,       |                | President  and |
| Communication  Products |                | Chief  Executive Officer |
|                         |                     |  |  |  |

 

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