**Exhibit 10.20**

 

ANDREW CORPORATION

 

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

 

THIS AGREEMENTmade as of October 7, 2003, between Andrew Corporation, a Delaware corporation(the “Company”), and Marty R. Kittrell (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.                                       PlanBenefits.  The Executive agrees to bebound by the provisions of the Plan, including those provisions which relate tohis eligibility 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.                                       Federaland State Laws.  The Executive shallcomply with all federal and state laws which may be applicable to hisparticipation in this Plan, including without limitation, his entitlement to,or receipt of, any benefits under the Plan. If the Executive is subject to the provisions of Section 16(b) of theSecurities Exchange Act of 1934 as amended and in effect at the time of anyPlan benefit payment, he shall comply with the provisions of Section 16(b), includingany applicable exemptions thereto, whether or not such provisions andexemptions apply to all or any portion of his Plan benefit payments.

 

4.                                       Amendmentand Termination.  The Board ofDirectors may amend, modify, suspend or terminate the Plan or this Agreement atany time, subject to the following:

 

(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

 

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(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 therefor,will be effective prior to the expiration of the 48-consecutive-month periodfollowing the date of the Change in Control.

 

5.                                       Beneficiary.  The Executive hereby designates his primarybeneficiary(ies) as Jane D. Kittrell, who will receive any unpaid benefitpayments in the event of the Executive’s death prior to full receiptthereof.  In the event that the primarybeneficiary(ies) predeceases the Executive, his unpaid benefits shall be paidto Jane Elizabeth and Jessica Lauren Kittrell 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 benefits unlessthe 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.                                       EmploymentRights.  The Plan and this Agreementshall not be construed to give the Executive the right to be continued in theemployment of the Company or to give the Executive any benefits notspecifically provided by the 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/ Marty R. Kittrell |               | By |  /s/ Ralph E. Faison |
| Marty R.  Kittrell          |               | Ralph E. Faison |
| Chief  Financial Officer    |               | President and  Chief Executive Officer |
|                             |                    |  |  |

 

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