Exhibit
10.5


 


SEVERANCE PROTECTION AGREEMENT


 


THIS AGREEMENT made as of
the                  
day of                                      ,
1997, by and between CommScope, Inc. (the “Corporation”), and                 
(the “Executive”).


 


WHEREAS, the Board of
Directors of the Corporation (the “Board”) recognizes that the possibility of a
Change in Control (as hereinafter defined) exists and that the threat or the
occurrence of a Change in Control can result in significant distraction of the
Corporation’s key management personnel because of the uncertainties inherent in
such a situation;


 


WHEREAS, the Board has
determined that it is essential and in the best interest of the Corporation and
its stockholders for the Corporation to retain the services of the Executive in
the event of a threat or occurrence of a Change in Control and to ensure the
Executive’s continued dedication and efforts in such event without undue
concern for the Executive’s personal financial and employment security; and


 


WHEREAS, in order to
induce the Executive to remain in the employ of the Corporation, particularly
in the event of a threat or the occurrence of a Change in Control, the
Corporation desires to enter into this Agreement with the Executive to provide
the Executive with certain benefits in the event the Executive’s employment is
terminated under circumstances described herein.


 


NOW, THEREFORE, in
consideration of the respective agreements of the parties contained herein, it
is agreed as follows:


 


1.             Term of Agreement.  This Agreement shall commence as of [                             ,
1997] (the “Effective Date”) and shall continue in effect until
December 31, 1999 (the “Term”); provided, however, that on January 1, 1999, and on each January 1
thereafter, the Term shall automatically be extended for one (1) year unless
either the Executive or the Corporation shall have given written notice to the
other at least ninety (90) days prior thereto that the Term shall not be so
extended; provided, further, however, that
following the occurrence of a Change in Control, the Term shall not expire
prior to the expiration of twenty-four (24) months after such occurrence.


 


2.             Termination of Employment.  If, during the Term, the Executive’s
employment with the Corporation and its Affiliates shall be terminated within
twenty-four (24) months following a Change in Control, the Executive shall be
entitled to the following compensation and benefits:


 


(a)           If the Executive’s employment with
the Corporation and its Affiliates shall be terminated (1) by the Corporation
for Cause or Disability, (2) by reason of the Executive’s death, or (3) by the
Executive other than for Good Reason, the Corporation shall pay to the
Executive his Accrued Compensation.  In
addition to the foregoing, if the Executive’s employment is terminated by the
Corporation for Disability


 





















 


or by reason of the
Executive’s death, the Corporation shall pay to the Executive or his
beneficiaries a Pro Rata Bonus.  The
Executive’s entitlement to any other compensation or benefits shall be
determined in accordance with the Corporation’s employee benefits plans and
other applicable programs and practices then in effect.


 


(b)           If the Executive’s employment with
the Corporation and its Affiliates shall be terminated for any reason other
than as specified in Section 2(a), the Executive shall be entitled to the
following:


 


(1)           the Corporation shall pay the
Executive all Accrued Compensation and a Pro Rata Bonus;


 


(2)           the Corporation shall pay the
Executive as severance pay and in lieu of any further compensation for periods
subsequent to the Termination Date, an amount equal to [two (2)] [one and
one-half (1 and 1/2)] times the sum of (A) the Executive’s Base Amount and (B)
the Executive’s Bonus Amount;


 


(3)           for [twenty-four (24)] [eighteen
(18)] months after such termination (the “Continuation Period”), the
Corporation shall at its expense continue on behalf of the Executive and his
dependents and beneficiaries the life insurance, disability, medical, dental
and hospitalization coverages and benefits provided to the Executive
immediately prior to the Change in Control or, if greater, the coverages and
benefits provided at any time thereafter. 
The coverages and benefits (including deductibles and costs) provided in
this Section 2(b)(3) during the Continuation Period shall be no less
favorable to the Executive and his dependents and beneficiaries, than the most
favorable of such coverages and benefits referred to above.  The Corporation’s obligation hereunder with
respect to the foregoing coverages and benefits shall be reduced to the extent
that the Executive obtains any such coverages and benefits pursuant to a
subsequent employer’s benefit plans, in which case the Corporation may reduce
any of the coverages or benefits it is required to provide the Executive
hereunder so long as the aggregate coverages and benefits of the combined
benefit plans is no less favorable to the Executive than the coverages and
benefits required to be provided hereunder. 
This Section 2(b)(3) shall not be interpreted so as to limit any
benefits to which the Executive, his dependents or beneficiaries may be
entitled under any of the Corporation’s employee benefit plans, programs or
practices following the Executive’s termination of employment, including
without limitation, retiree medical and life insurance benefits;


 


(4)           If, at the end of the Continuation
Period, the Executive is not employed by another employer (including
self-employment), the Executive will receive for up to six months, an amount
equal to one-twelfth (1/12) of the sum of (A) the Executive’s Base Amount and
(B) the Executive’s Bonus Amount,


 


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payable at the end of each of the six (6) calendar months following the
end of the Continuation Period; provided however,
that such payments will immediately cease upon the Executive’s employment
(including self-employment) by a subsequent employer.  In addition, the coverages and benefits
described in Section 2(b)(3) shall be continued until the earlier of (x) six
(6) months after the end of the Continuation Period or (y) such time that the
Executive obtains any such coverages or benefits pursuant to a subsequent
employer’s benefit plans;


 


(5)           the Corporation shall pay or
reimburse the Executive for the costs, fees and expenses of outplacement
assistance services (not to exceed twenty-five (25%) of the sum of (A) the
Executive’s Base Amount and (B) the Executive’s Bonus Amount) provided by any
outplacement agency selected by the Executive;


 


(6)           the Corporation shall pay or
reimburse the Executive up to $2,000 for tax and financial planning services in
respect of the calendar year in which the payments provided for in Section
2(b)(2) are paid to the Executive; and


 


(7)           the Corporation shall pay or
reimburse the Executive for the cost of relocation (in accordance with the
Corporation’s relocation policy) to the Executive’s place of residence
immediately prior to any relocation the Executive made for purposes of
employment by the Corporation or General Instrument Corporation after July 1,
1995.


 


(c)           If the Executive’s employment is
terminated by the Corporation without Cause (1) within six (6) months prior to
a Change in Control or (2) at any time prior to the date of a Change in Control
but the Executive reasonably demonstrates that such termination (A) was at the
request of a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control (a “Third Party”) and who
effectuates a Change in Control or (B) otherwise arose in connection with, or
in anticipation of, a Change in Control which has been threatened or proposed
and which actually occurs, such termination shall be deemed to have occurred
after a Change in Control, provided a Change in Control shall actually have
occurred.


 


(d)           (1)           Gross-Up
Payment.  In the event it shall be
determined that any payment (other than the payment provided for in this
Section 2(d)) or distribution of any type to or for the benefit of the
Executive, by the Corporation, any Affiliate of the Corporation, any Person who
acquires ownership or effective control of the Corporation or ownership of a
substantial portion of the Corporation’s assets (within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),
and the regulations thereunder) or any Affiliate of such Person, whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or


 


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otherwise (the “Total Payments”), is or will be subject to the excise
tax imposed by Section 4999 of the Code or any interest or penalties with
respect to such excise tax (such excise tax, together with any such interest
and penalties, are collectively referred to as the “Excise Tax”), then the
Executive shall be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any income tax, employment tax or Excise Tax, imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Total Payments.


 


(2)           Determination By Accountant.  All mathematical determinations, and all
determinations as to whether any of the Total Payments are “parachute payments”
(within the meaning of Section 280G of the Code), that are required to be
made under this Section 2(d), including determinations as to whether a
Gross-Up Payment is required, the amount of such Gross-Up Payment and amounts
relevant to the last sentence of this Section 2(d)(2), shall be made by an
independent accounting firm selected by the Executive from among the six (6)
largest accounting firms in the United States (the “Accounting Firm”), which shall
provide its determination (the “Determination”), together with detailed
supporting calculations regarding the amount of any Gross-Up Payment and any
other relevant matter, both to the Corporation and the Executive by no later
than ten (10) days following the Termination Date, if applicable, or such
earlier time as is requested by the Corporation or the Executive (if the
Executive reasonably believes that any of the Total Payments may be subject to
the Excise Tax).  If the Accounting Firm
determines that no Excise Tax is payable by the Executive, it shall furnish the
Executive and the Corporation with an opinion reasonably acceptable to the
Executive and the Corporation that no Excise Tax is payable (including the
reasons therefor) and that the Executive has substantial authority not to
report any Excise Tax on his federal income tax return.  If a Gross-Up Payment is determined to be
payable, it shall be paid to the Executive within twenty (20) days after the
Determination (and all accompanying calculations and other material supporting
the Determination) is delivered to the Corporation by the Accounting Firm.  Any determination by the Accounting Firm
shall be binding upon the Corporation and the Executive, absent manifest
error.  As a result of uncertainty in the
application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments not made by the Corporation should have been made (“Underpayment”), or
that Gross-Up Payments will have been made by the Corporation which should not
have been made (“Overpayments”).  In
either such event, the Accounting Firm shall determine the amount of the
Underpayment or Overpayment that has occurred. 
In the case of an Underpayment, the amount of such Underpayment
(together with any interest and penalties payable by the Executive as a result
of such Underpayment) shall be promptly paid by the Corporation to or for the
benefit of the Executive.  In the case of
an Overpayment, the Executive shall, at the


 


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direction and expense of the Corporation, take such steps as are
reasonably necessary (including the filing of returns and claims for refund),
follow reasonable instructions from, and procedures established by, the
Corporation, and otherwise reasonably cooperate with the Corporation to correct
such Overpayment, provided, however,
that (i) the Executive shall not in any event be obligated to return to the
Corporation an amount greater than the net after-tax portion of the Overpayment
that he has retained or has recovered as a refund from the applicable taxing
authorities and (ii) this provision shall be interpreted in a manner consistent
with the intent of Section 2(d)(1), which is to make the Executive whole, on an
after-tax basis, from the application of the Excise Tax, it being understood
that the correction of an Overpayment may result in the Executive repaying to
the Corporation an amount which is less than the Overpayment. The fees and
expenses of the Accounting Firm shall be paid by the Corporation.


 


(e)           The amounts provided for in
Sections 2(a) and 2(b)(1) and (2) shall be paid in a single lump sum cash
payment within ten (10) days after the Executive’s Termination Date (or
earlier, if required by applicable law).


 


(f)            The Executive shall not be required
to mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise and no such payment shall be offset or reduced by
the amount of any compensation or benefits provided to the Executive in any
subsequent employment except as provided in Sections 2(b)(3) and 2(b)(4).


 


(g)           The severance pay and benefits
provided for in this Section 2 shall be in lieu of any other severance pay to
which the Executive may be entitled under any severance plan or any other plan,
agreement or arrangement of the Corporation or any of its Affiliates.


 


3.             Notice of Termination.  Following a Change in Control, any intended
termination of the Executive’s employment by the Corporation shall be
communicated by a Notice of Termination from the Corporation to the Executive,
and any intended termination of the Executive’s employment by the Executive for
Good Reason shall be communicated by a Notice of Termination from the Executive
to the Corporation.


 


4.             Fees and Expenses.  The Corporation shall pay all
legal fees and related expenses (including the costs of experts, evidence and
counsel) incurred by the Executive as they become due as a result of (a) the
termination of the Executive’s employment by the Corporation or by the
Executive for Good Reason (including all such fees and expenses, if any,
incurred in contesting, defending or disputing the basis for any such
termination of employment), (b) the Executive’s hearing before the Board of
Directors of the Corporation as contemplated in Section 13.6 of this
Agreement or (c) the Executive seeking to obtain or enforce any right or
benefit provided by this


 


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Agreement or by any other plan or arrangement maintained by the
Corporation under which the Executive is or may be entitled to receive
benefits.


 


5.             Notice. 
For the purposes of this Agreement, notices and all other communications
provided for in the Agreement (including any Notice of Termination) shall be in
writing, shall be signed by the Executive if to the Corporation or by a duly
authorized officer of the Corporation if to the Executive, and shall be deemed
to have been duly given when personally delivered or sent by certified mail, return
receipt requested, postage prepaid, addressed to the respective addresses last
given by each party to the other, provided that all notices to the Corporation
shall be directed to the attention of the Board with a copy to the Secretary of
the Corporation.  All notices and
communications shall be deemed to have been received on the date of delivery
thereof or on the third business day after the mailing thereof, except that
notice of change of address shall be effective only upon receipt.


 


6.             Nature of Rights.  Except as provided in Section 2(g), nothing
in this Agreement shall prevent or limit the Executive’s continuing or future
participation in any benefit, bonus, incentive or other plan or program
provided by the Corporation or any Affiliate of the Corporation and for which
the Executive may qualify, nor shall anything herein limit or reduce such
rights as the Executive may have under any other agreements with the
Corporation or any Affiliate of the Corporation.  Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan or program of the
Corporation or any Affiliate of the Corporation shall be payable in accordance
with such plan or program, except as explicitly modified by this Agreement.


 


7.             Settlement of Claims.  The Corporation’s obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, defense, recoupment, or other
right which the Corporation may have against the Executive or others.


 


8.             Miscellaneous. 
No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and
signed by the Executive and the Corporation. 
No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  No agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by any party which are not expressly set
forth in this Agreement.


 


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9.             Successors; Binding Agreement.


 


(a)           This Agreement shall be binding upon
and shall inure to the benefit of the Corporation and its respective Successors
and Assigns.  The Corporation shall
require its respective Successors and Assigns to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Corporation would be required to perform it if no such succession or assignment
had taken place.


 


(b)           Neither this Agreement nor any right
or interest hereunder shall be assignable or transferable by the Executive, his
beneficiaries or legal representatives, except by will or by the laws of
descent and distribution.  This Agreement
shall inure to the benefit of and be enforceable by the Executive’s legal
personal representative.


 


10.           Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Illinois
without giving effect to the conflict of laws principles thereof.  Any action brought by any party to this
Agreement shall be brought and maintained in a court of competent jurisdiction
in the State of Illinois.


 


11.           Severability.  The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.


 


12.           Entire Agreement.  This Agreement constitutes the entire
agreement between the parties hereto, and supersedes all prior agreements, if
any, understandings and arrangements, oral or written, between the parties
hereto, with respect to the subject matter hereof.


 


13.           Definitions.


 


13.1.        Accrued Compensation.  For purposes of this Agreement, “Accrued
Compensation” shall mean all amounts of compensation for services rendered to
the Corporation or any of its Affiliates that have been earned or accrued
through the Termination Date but that have not been paid as of the Termination
Date including (a) base salary, (b) reimbursement for reasonable and
necessary business expenses incurred by the Executive on behalf of the
Corporation or of its Affiliates of the Corporation during the period ending on
the Termination Date, (c) vacation pay and (d) bonuses and incentive compensation;
provided, however, that Accrued
Compensation shall not include any amounts described in clause (a) or clause
(d) that have been deferred pursuant to any salary reduction or deferred
compensation elections made by the Executive.


 


13.2.        Affiliate.  For purposes of this Agreement, “Affiliate”
means, with respect to any Person, any entity, directly or indirectly,
controlled by, controlling or under common control with such Person.


 


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13.3.        Base Amount.  For purposes of this Agreement, “Base Amount”
shall mean the Executive’s annual base salary at the rate in effect as of the
date of a Change in Control or, if greater, at any time thereafter, determined
without regard to any salary reduction or deferred compensation elections made
by the Executive.


 


13.4.        “Beneficial Owner,” “Beneficially
Owned” and “Beneficially Owning” shall have the meanings applicable
under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended.


 


13.5.        Bonus Amount.  For purposes of this Agreement, “Bonus Amount”
shall mean the target annual bonus payable to the Executive under the Incentive
Plan in respect of the fiscal year of the Corporation immediately prior to that
in which the Termination Date occurs.


 


13.6.        Cause.  For purposes of this Agreement, a termination
of employment is for “Cause” if the Executive has been convicted of a felony or
the termination is evidenced by a resolution adopted in good faith by
two-thirds of the Board of Directors of the Corporation that the Executive:


 


(a)           intentionally and continually failed
substantially to perform his reasonably assigned duties with the Corporation
and its Affiliates (other than a failure resulting from the Executive’s
incapacity due to physical or mental illness or from the assignment to the
Executive of duties that would constitute Good Reason) which failure continued
for a period of at least thirty (30) days after a written notice of demand for
substantial performance, signed by a duly authorized officer of the
Corporation, has been delivered to the Executive specifying the manner in which
the Executive has failed substantially to perform, or


 


(b)           intentionally engaged in conduct
which is demonstrably and materially injurious to the Corporation and its Affiliates;
provided, however, that no termination
of the Executive’s employment shall be for Cause as set forth in this Section
13.6(b) until (1) there shall have been delivered to the Executive a copy
of a written notice, signed by a duly authorized officer of the Corporation,
setting forth that the Executive was guilty of the conduct set forth in this
Section 13.6(b) and specifying the particulars thereof in detail, and
(2) the Executive shall have been provided an opportunity to be heard in
person by the Board of Directors of the Corporation (with the assistance of the
Executive’s counsel if the Executive so desires).


 


No act, nor failure to
act, on the Executive’s part, shall be considered “intentional” unless the
Executive has acted, or failed to act, with a lack of good faith and with a
lack of reasonable belief that the Executive’s action or failure to act was in
the best interest of the Corporation and its Affiliates.  Notwithstanding anything contained in this
Agreement to the contrary, no failure to perform by the


 


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Executive after a Notice of Termination is given to the Corporation by
the Executive shall constitute Cause for purposes of this Agreement.


 


13.7.        Change in Control.  “Change in Control” shall mean any of the
following:


 


(a)           the
acquisition by any Person, other than Instrument Partners or Forstmann Little
& Co. Subordinated Debt and Equity Management Buyout Partnership-IV or any
of their Affiliates (collectively, the “Forstmann Little Companies”) of
Beneficial Ownership of Voting Securities which, when added to the Voting
Securities then Beneficially Owned by such Person, would result in such Person
Beneficially Owning (1) 33% or more of the combined Voting Power of the
Corporation’s then outstanding Voting Securities and (2) a number of Voting
Securities greater than the aggregate number of Voting Securities then
Beneficially Owned by the Forstmann Little Companies; provided,
however, that for purposes of this paragraph (a), a Person shall not
be deemed to have made an acquisition of Voting Securities if such Person:  (A) acquires Voting Securities as a result of
a stock split, stock dividend or other corporate restructuring in which all
stockholders of the class of such Voting Securities are treated on a pro rata
basis; (B) acquires the Voting Securities directly from the Corporation; (C)
becomes the Beneficial Owner of 33% or more of the combined Voting Power of the
Corporation’s then outstanding Voting Securities solely as a result of the acquisition
of Voting Securities by the Corporation or any Subsidiary which, by reducing
the number of Voting Securities outstanding, increases the proportional number
of shares Beneficially Owned by such Person, provided that if (x) a Person
would own at least such percentage as a result of the acquisition by the
Corporation or any Subsidiary and (y) after such acquisition by the Corporation
or any Subsidiary, such Person acquires Voting Securities, then an acquisition
of Voting Securities shall have occurred; (D) is the Corporation or any
corporation or other Person of which a majority of its voting power or its
equity securities or equity interest is owned directly or indirectly by the
Corporation (a “Controlled Entity”); or (E) acquires Voting Securities in
connection with a “Non-Control Transaction” (as defined in paragraph (c)
below); or


 


(b)           the
individuals who, as of the Effective Date, are members of the Board (the “Incumbent
Board”) cease for any reason to constitute at least two-thirds of the Board; provided, however,  that if either the election of any new
director or the nomination for election of any new director by the Corporation’s
stockholders was approved by a vote of at least two-thirds of the Incumbent
Board prior to such election or nomination, such new director shall be
considered as a member of the Incumbent Board; provided
further, however, that no individual shall be considered a member of
the Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened “Election Contest” (as described in Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened solicitation of
proxies or consents by or on behalf


 


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of a Person other than the Board (a “Proxy Contest”) including by
reason of any agreement intended to avoid or settle any Election Contest or
Proxy Contest; or


 


(c)           approval
by stockholders of the Corporation of:


 


(1)           a
merger, consolidation or reorganization involving the Corporation (a “Business
Combination”), unless


 


(A)          the stockholders of the Corporation,
immediately before the Business Combination, own, directly or indirectly
immediately following the Business Combination, at least a majority of the
combined voting power of the outstanding voting securities of the corporation
resulting from the Business Combination (the “Surviving Corporation”) in
substantially the same proportion as their ownership of the Voting Securities
immediately before the Business Combination, and


 


(B)           the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for the Business Combination constitute at least a majority of the
members of the Board of Directors of the Surviving Corporation, and


 


(C)           no Person (other than the Corporation
or any Controlled Entity, a trustee or other fiduciary holding securities under
one or more employee benefit plans or arrangements (or any trust forming a part
thereof) maintained by the Corporation, the Surviving Corporation or any
Controlled Entity, or any Person who, immediately prior to the Business
Combination, had Beneficial Ownership of 33% or more of the then outstanding
Voting Securities) has Beneficial Ownership of 33% or more of the combined
voting power of the Surviving Corporation’s then outstanding voting securities
(a Business Combination satisfying the conditions of clauses (A), (B) and (C)
of this subparagraph (1) shall be referred to as a “Non-Control Transaction”);


 


(2)           a
complete liquidation or dissolution of the Corporation; or


 


(3)           the
sale of other disposition of all or substantially all of the assets of the
Corporation (other than a transfer to a Controlled Entity).


 


Notwithstanding the
foregoing, a Change of Control shall not be deemed to occur solely because 33%
or more of the then outstanding Voting Securities is Beneficially Owned by (x)
a trustee or other fiduciary holding securities under one or more employee
benefit plans or arrangements (or any trust forming a part thereof) maintained
by the Corporation or any Controlled Entity or (y) any corporation which,
immediately prior to its acquisition of such interest, is owned directly or
indirectly by the


 


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stockholders of the Corporation in the same proportion as their
ownership of stock in the Corporation immediately prior to such acquisition.


 


13.8.        Corporation.  For purposes of this Agreement, all
references to the Corporation shall include its Successors and Assigns.


 


13.9.        Disability.  For purposes of this Agreement, “Disability”
shall mean a physical or mental infirmity which impairs the Executive’s ability
to substantially perform his duties with the Corporation for six (6)
consecutive months, and within the time period set forth in a Notice of Termination
given to the Executive (which time period shall not be less than thirty (30)
days), the Executive shall not have returned to full-time performance of his
duties; provided, however, that if the
Corporation’s Long Term Disability Plan, or any successor plan (the “Disability
Plan”), is then in effect, the Executive shall not be deemed disabled for
purposes of this Agreement unless the Executive is also eligible for “Total
Disability” (as defined in the Disability Plan) benefits (or similar benefits in
the event of a successor plan) under the Disability Plan.


 


13.10.      Good Reason. (a)  For purposes of this Agreement, “Good Reason”
shall mean the occurrence after a Change in Control of any of the following
events or conditions:


 


(1)           a
change in the Executive’s status, title, position or responsibilities
(including reporting responsibilities) which, in the Executive’s reasonable
judgment, represents an adverse change from his status, title, position or
responsibilities as in effect immediately prior thereto; the assignment to the
Executive of any duties or responsibilities which, in the Executive’s
reasonable judgment, are inconsistent with his status, title, position or
responsibilities; or any removal of the Executive from or failure to reappoint
or reelect him to any of such offices or positions, except in connection with
the termination of his employment for Disability, Cause, as a result of his
death or by the Executive other than for Good Reason;


 


(2)           a
reduction in the Executive’s annual base salary below the Base Amount;


 


(3)           the
relocation of the offices of the Corporation at which the Executive is
principally employed to a location more than twenty-five (25) miles from
the location of such offices immediately prior to the Change in Control, or the
Corporation’s requiring the Executive to be based anywhere other than such
offices, except to the extent the Executive was not previously assigned to a
principal location and except for required travel on the Corporation’s business
to an extent substantially consistent with the Executive’s business travel
obligations at the time of the Change in Control;


 


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(4)           the
failure by the Corporation to pay to the Executive any portion of the Executive’s
current compensation or to pay to the Executive any portion of an installment
of deferred compensation under any deferred compensation program of the
Corporation in which the Executive participated, within seven (7) days of the
date such compensation is due;


 


(5)           the
failure by the Corporation to (A) continue in effect (without reduction in
benefit level, and/or reward opportunities) any material compensation or
employee benefit plan in which the Executive was participating immediately
prior to the Change in Control, including, but not limited to, any of the plans
listed in Appendix A hereto, unless a substitute or replacement plan has been
implemented which provides substantially identical compensation or benefits to
the Executive or (B) provide the Executive with compensation and benefits,
in the aggregate, at least equal (in terms of benefit levels and/or reward
opportunities) to those provided for under each other compensation or employee
benefit plan, program and practice in which the Executive was participating immediately
prior to the Change in Control;


 


(6)           the
failure of the Corporation to obtain from its Successors or Assigns the express
assumption and agreement required under Section 9 hereof; or


 


(7)           any
purported termination of the Executive’s employment by the Corporation which is
not effected pursuant to a Notice of Termination satisfying the terms set forth
in the definition of Notice of Termination (and, if applicable, the terms set
forth in the definition of Cause).


 


(b)           Any event or condition described in
Section 13.10(a)(1) through (7) which occurs (1) within six (6) months prior to
a Change in Control or (2) at any time prior to a Change in Control but which
the Executive reasonably demonstrates (A) was at the request of a Third Party
or (B) otherwise arose in connection with, or in anticipation of a Change in
Control which has been threatened or proposed and which actually occurs, shall
constitute Good Reason for purposes of this Agreement notwithstanding that it
occurred prior to a Change in Control.


 


13.11.      Incentive Plan.  For purposes of this Agreement, “Incentive
Plan” shall mean the CommScope, Inc. Annual Incentive Plan, or any successor
annual incentive plan, maintained by the Corporation.


 


13.12.      Notice of Termination.  For purposes of this Agreement, following a
Change in Control, “Notice of Termination” shall mean a written notice of
termination of the Executive’s employment, signed by the Executive if to the
Corporation or by a duly authorized officer of the Corporation if to the
Executive, which indicates the specific termination provision in this
Agreement, if any, relied upon and


 


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which sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provision so indicated.


 


13.13.      Person.  For purposes of this Agreement, “Person”
shall mean a person within the meaning of Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended.


 


13.14.      Pro Rata Bonus.  For purposes of this Agreement, “Pro Rata
Bonus” shall mean the Bonus Amount multiplied by a fraction of the numerator of
which is the number of days in the year in which an Executive’s Termination
Date occurs through the termination date and the denominator of which is 365.


 


13.15.      Subsidiary.  For purposes of this Agreement, “Subsidiary”
shall mean a corporation as defined in Section 424(f) (or a successor provision
to such section) of the Internal Revenue Code of 1986, as amended, and
regulations and rulings thereunder, with the Corporation being treated as the
employer corporation for purposes of this definition.


 


13.16.      Successors and Assigns.  For purposes of this Agreement, “Successors
and Assigns” shall mean, with respect to the Corporation or the Corporation, a
corporation or other entity acquiring all or substantially all the assets and
business of the Corporation or the Corporation, as the case may be (including
this Agreement) whether by operation of law or otherwise.


 


13.17.      Termination Date.  For purposes of this Agreement, “Termination
Date” shall mean (a) in the case of the Executive’s death, his date of death,
(b) if the Executive’s employment is terminated for Disability, thirty (30)
days after Notice of Termination is given (provided that the Executive shall
not have returned to the performance of his duties on a full-time basis during
such thirty (30) day period) and (c) if the Executive’s employment is
terminated for any other reason, the date specified in the Notice of
Termination (which, in the case of a termination for Cause shall not be less
than thirty (30) days, and in the case of a termination for Good Reason shall
not be more than sixty (60) days, from the date such Notice of Termination is
given); provided, however, that if within thirty
(30) days after any Notice of Termination is given the party receiving such
Notice of Termination in good faith notifies the other party that a dispute
exists concerning the basis for the termination, the Termination Date shall be
the date on which the dispute is finally determined, either by mutual written
agreement of the parties, or by the final judgment, order or decree of a court
of competent jurisdiction (the time for appeal therefrom having expired and no
appeal having been taken).  Notwithstanding
the pendency of any such dispute, the Corporation shall continue to pay the
Executive his Base Amount and continue the Executive as a participant in all
compensation, incentive, bonus, pension, profit sharing, medical,
hospitalization, dental, life insurance and disability benefit plans in which
he was participating when the notice giving rise to the dispute was given,
until the dispute is finally resolved in accordance


 


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with this Section 13.17 whether or not the dispute is resolved in favor
of the Corporation, and the Executive shall not be obligated to repay to the
Corporation any amounts paid or benefits provided pursuant to this sentence.


 


13.18.      Voting Power.  For purposes of this Agreement, “Voting Power”
shall mean the combined voting power of the then outstanding Voting Securities.


 


13.19.      Voting Securities.  For purposes of this Agreement, “Voting
Securities” shall mean, with respect to the Corporation or any Subsidiary, any
securities issued by the Corporation or such Subsidiary, respectively, which
generally entitle the holder thereof to vote for the election of directors of
the Corporation.


 


IN WITNESS WHEREOF, the
Corporation has caused this Agreement to be executed by their duly authorized
officers and the Executive has executed this Agreement as of the day and year
first above written.


 


	
   

  	
  COMMSCOPE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


 


 


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