Exhibit 10.2


    Exhibit
      10.2

     

    

      FORM
        OF

      COMMSCOPE,
        INC.

      2006
        LONG TERM INCENTIVE PLAN

      DIRECTOR
        SHARE AWARD AGREEMENT

      


      


      THIS
        AGREEMENT, made as of the _____ day of __________, 200___ (the “Date
        of Grant”),
        between CommScope, Inc., a Delaware corporation (the “Company”),
        and
        __________ (the “Grantee”).

      


      WHEREAS,
        the Company has adopted the CommScope, Inc. 2006 Long Term Incentive Plan
        (the
“Plan”)
        in
        order to provide an additional incentive to certain employees and directors
        of
        the Company and its Subsidiaries; and

      


      WHEREAS,
        the Plan provides for the grant of automatic Share Awards to the Company’s
        Nonemployee Directors pursuant to Section 11 thereof;

      


      NOW,
        THEREFORE, the parties hereto agree as follows:

      


      1.  Grant.

      


      1.1 The
        Company hereby grants to the Grantee a Share Award in respect of __________
        Shares (the “Award”).
        The
        Award shall be subject to the execution and return of this Agreement by the
        Grantee (or the Grantee’s estate, if applicable) to the Company. The Shares
        issued pursuant to the Award will be issued at the time described in Section
        2.

       

      1.2 This
        Agreement shall be construed in accordance and consistent with, and subject
        to,
        the provisions of the Plan (the provisions of which are hereby incorporated
        by
        reference) and, except as otherwise expressly set forth herein, the capitalized
        terms used in this Agreement shall have the same definitions as set forth
        in the
        Plan.

      


      2.  Issuance
        of Shares.
        

      


      Subject
        to Section 3, the Shares issued pursuant to this Award will be issued on
        the day
        preceding the one-year anniversary of the Date of Grant (or if such date
        is not
        a business day, the next following business day) (the “Issuance
        Date”).

       

      3.  Termination
        of Services.
        

      


      In
        the
        event the Grantee ceases to serve as a director for any reason other than
        the
        Grantee’s death, Disability or voluntary retirement after age 55 (“Retirement”),
        prior
        to the Issuance Date, the Grantee shall forfeit the Award granted hereunder
        in
        its entirety. In the event the Grantee ceases to serve as a director of the
        Company by reason of the Grantee’s death, Disability or Retirement before the
        Issuance Date, the Shares issued pursuant to this Award will be issued on
        the
        Issuance Date. 

      


      4.  Effect
        of Change of Control. 

      


      Notwithstanding
        anything contained in this Agreement to the contrary, in the event of a Change
        of Control, which also constitutes a change in control of the Company or
        a
        change in the ownership of a substantial portion of its assets, in each case
        within the meaning of Section 409A of the Code, at any time prior to the
        Issuance Date, the Shares subject to the Award hereunder shall be issued
        immediately following such Change of Control.

      


      5.  Non-transferability.

      


      The
        Award
        shall not be assignable or transferable other than by will or the laws of
        descent and distribution. During the lifetime of the Grantee, the Award shall
        be
        payable to the Grantee, his or her legal guardian or legal representatives
        or a
        bankruptcy trustee. Notwithstanding the foregoing and unless prohibited by
        applicable law, the Award may be transferred to members of the Grantee’s
        immediate family, to trusts solely for the benefit of such immediate family
        members and to partnerships in which such family members and/or trusts are
        the
        only partners, and for purposes of this Agreement and the Plan, a transferee
        of
        an Award shall be deemed to be the Grantee. For this purpose, immediate family
        means the Grantee’s spouse, parents, children, stepchildren and grandchildren
        and the spouses of such parents, children, stepchildren and grandchildren.
        Notwithstanding anything to the contrary contained herein, the Award may
        not be
        transferred to any person other than the Grantee, unless such other person
        presents documentation to the Committee, which proves to the Committee to
        its
        reasonable satisfaction such person’s right to the transfer.

      


      6.  Grantee
        Bound by the Plan.

      


      The
        Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be
        bound
        by all the terms and provisions thereof.

      


      7.  Modification
        of Agreement.

      


      This
        Agreement may be modified, amended, suspended or terminated, and any terms
        or
        conditions may be waived, but only by a written instrument executed by the
        parties hereto.

      


      8.  Severability.

      


      Should
        any provision of this Agreement be held by a court of competent jurisdiction
        to
        be unenforceable or invalid for any reason, the remaining provisions of this
        Agreement shall not be affected by such holding and shall continue in full
        force
        in accordance with their terms.

      


      9.  Governing
        Law.

      


      The
        validity, interpretation, construction and performance of this Agreement
        shall
        be governed by the laws of the State of Delaware without giving effect to
        the
        conflicts of laws principles thereof.

      


      10.  Successors
        in Interest.

      


      This
        Agreement shall inure to the benefit of and be binding upon any successor
        to the
        Company. This Agreement shall inure to the benefit of the Grantee’s legal
        representatives. All obligations imposed upon the Grantee and all rights
        granted
        to the Company under this Agreement shall be binding upon the Grantee’s heirs,
        executors, administrators and successors.

      


      11.  Resolution
        of Disputes.

      


      Any
        dispute or disagreement which may arise under, or as a result of, or in any
        way
        relate to, the interpretation, construction or application of this Agreement
        shall be determined by the Committee. Any determination made hereunder shall
        be
        final, binding and conclusive on the Grantee, the Grantee’s heirs, executors,
        administrators and successors, and the Company and its Subsidiaries for all
        purposes.

      


      12.  Consent
        to Jurisdiction.
        

      


      Each
        of
        the parties hereby (a) agrees to personal jurisdiction in any suit, proceeding
        or action at law or in equity (hereinafter referred to as an “Action”) arising
        out of or relating to the Plan or this Agreement brought in any state or
        federal
        court in the State of North Carolina having subject matter jurisdiction,
        (b)
        agrees that such jurisdiction shall be exclusive and that no Action arising
        out
        of or relating to the Plan or this Agreement shall be brought in any state
        or
        federal court other than that in the State of North Carolina, (c) waives
        any
        objection which the party may have now or hereafter to the laying of the
        venue
        of any such Action and (d) waives any claim or defense of inconvenient
        forum.

      



      
         

        
          
          

          
            

          

        

        
          
          

           

        

      


      
        	 	 	 
	 	COMMSCOPE,
                INC.
	 
 	 
 	 
 
	 	By:  	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	GRANTEE