**Exhibit 10.19**

** **

ANDREW CORPORATION

 

EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

 

THIS AGREEMENT made as of October 7, 2003, between Andrew Corporation,a Delaware corporation (the “Company”), and Ralph E. Faison (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 tobe bound by the provisions of the Plan, including those provisions which relateto his eligibility to receive benefits and to the conditions affecting theform, 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                                                      ,who will receive any unpaid benefit payments in the event of the Executive’sdeath prior to full receipt thereof.  Inthe event that the primary beneficiary(ies) predeceases the Executive, hisunpaid benefits shall be paid to                                                      as secondary beneficiary(ies).  If morethan one primary or secondary beneficiary has been indicated, each primarybeneficiary or, if none survives, each secondary beneficiary will receive anequal share of the unpaid benefits unless the Executive indicates specificpercentages next to the beneficiaries’ names. Except as required by applicable law, the Executive’s beneficiary orbeneficiaries shall not be entitled to any medical, life or otherinsurance-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 WITNESS WHEREOF, Andrew Corporation has caused this Agreement to beexecuted and the Executive has executed this Agreement, both as of the day andyear first above written.

 
|                                  |   | ANDREW CORPORATION |
|---------------------------------------|--------|--------------------|
|                                  |   |               |
|                                  |   |               |
| /s/ Ralph E. Faison                   |   |               | By | /s/ Charles R. Nicholas |
| Ralph E. Faison                       |   |               | Charles R. Nicholas |
| President and Chief Executive Officer |   |               | Vice Chairman |
|                                       |        |                    |  |  |

 

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