exv10w1



 






EXHIBIT 10.1 Form of deferred stock unit agreement









DEFERRED STOCK UNIT AGREEMENT

ANDREW CORPORATION

LONG TERM INCENTIVE PROGRAM




     THIS AGREEMENT is made as of the 8th day of February 2005 (the “Grant Date”)
between ANDREW CORPORATION, a Delaware corporation (the “Company”), and                      (the
“Participant”).



WITNESSETH:




     WHEREAS, the Company adopted the Andrew Corporation Long Term Incentive Program (the “LTIP”)
for the purpose of providing incentives to selected key employees by making available to them
opportunities to acquire an equity interest in the Company; and



     WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”)
has granted the Participant a Deferred Stock Unit Award under the LTIP;



     NOW THEREFORE, in consideration of these premises, the parties hereto agree as follows:



     1. Grant. The Company hereby grants to the Participant ___“Deferred Stock
Units.” Each Deferred Stock Unit shall entitle the Participant to one share of Company Common Stock
on the vesting date, subject to the terms of the LTIP and this Agreement. Unless the context
clearly provides otherwise, the capitalized terms in this Agreement shall have the meaning ascribed
to such terms under the LTIP.



     2. Vesting; Termination of Employment. The Deferred Stock Units awarded under this
Agreement shall vest and become nonforfeitable in accordance with the following:




	 	(a)  	Subject to the following provisions of this Section 2, the Deferred Stock Units
shall vest and become nonforfeitable as shown below, unless forfeited earlier under
paragraph (e) below:





	 	 	 
	 

	 	25% on February 8, 2006
	

	 	50% on February 8, 2007
	

	 	75% on February 8, 2008
	

	 	100% on February 8, 2009







	 	(b)  	If the Participant’s termination of employment occurs prior to February 8, 2009,
by reason of death or Disability, the Deferred Stock Units shall vest and become
nonforfeitable on the date of such death or Disability.




 









 






	 	(c)  	If the Participant’s termination of employment occurs by reason of Retirement at
least six months after the Grant Date, but before February 8, 2009, the Deferred Stock
Units shall become vest and become nonforfeitable on such termination of employment.
	 
	 	(d)  	Unless forfeited earlier under paragraph (e) below, the Deferred Stock Units
shall vest and become nonforfeitable upon a Change in Control.
	 
	 	(e)  	Unless the Committee determines otherwise in its sole discretion, if the
Participant’s employment with the Company terminates for any reason not specified in
paragraphs (a), (b) or (c) next above, all Deferred Stock
Units which have not vested as of the date of such termination of employment shall be
permanently forfeited on such termination date.





     3. Settlement of Deferred Stock Units. Deferred Stock Units shall be settled solely in
shares of Company Common Stock. As soon as practicable after the vesting date specified in Section
2 above, the Participant shall be transferred one share of Common Stock for each Deferred Stock
Unit vesting on such date.



     Notwithstanding the foregoing, the Participant may elect to defer the receipt of shares
otherwise payable on the vesting date. Elections to defer are irrevocable by the Participant and
must be made on the form provided by the Company. However, the Committee may disregard any deferral
election made by a Participant if it determines that, due to changes in law or other circumstances,
an election will not operate to defer income tax recognition until the date that shares are
received by the Participant.



     If the Participant’s termination of employment occurs prior to the vesting date and by
reason of Retirement, Disability (as those terms are defined in the LTIP) or death, the Deferred
Stock Units shall be fully vested as of the termination date and the resulting shares will be
issued in accordance with the plan. Deferred Stock Units shall be forfeited if the Participant’s
termination of employment occurs prior to the vesting date and for any reason other than
Retirement, Disability or death.



     If the Participant’s termination of employment occurs prior to a deferral election date and by
reason of Retirement, Disability or death, any vested Deferred Stock Units will be issued upon the
earlier event.



     All Deferred Stock Units, whether vested or unvested, are forfeited if the Participant’s
employment is involuntarily terminated for cause and could also be declared forfeited if the
Participant or the former Participant competes with the Company or engages in conduct that, in the
opinion of the Committee, adversely affects the Company. For purposes of this Agreement,
termination for cause means that the Participant (1) has engaged in conduct that constitutes
willful gross neglect or willful gross misconduct with respect to employment duties that results in
material economic harm to the Company, (2) has engaged in conduct that constitutes willful failure
to perform duties or (3) has been convicted of a felony that is materially injurious to the
Company.



     4. Dividend Equivalents. On each dividend record date for Common Stock, the
Participant shall be credited with dividend equivalents in the form of additional Deferred Stock
Units. The amount of additional Deferred Stock Units to be credited shall be equal to the amount of
cash or the number of shares of stock dividends that would have been payable to the Participant if
each outstanding Deferred Stock Unit on such dividend record date had been a share of issued and
outstanding Common Stock. If such dividends are payable in cash, the cash amount will be converted
to Deferred Stock Units based on



 









 




the Market Value of the Common Stock on the date such dividends
are paid. Deferred Stock Units received under this Section 4 shall vest and become nonforfeitable
in accordance with Section 2 of this Agreement. Deferred Stock Units received under this Section 4
will also be paid out in accordance with the deferral election.




     5 Tax Withholding. This Agreement is subject to all applicable Federal, state and
local withholding taxes. The Participant may pay such withholding taxes in cash, in shares of
Common Stock having a Market Value equal to the amount of such taxes, by having the Company
withhold shares of Common Stock otherwise transferable to the Participant, or in any combination
thereof. To the extent provided by the Committee, the Market Value of shares of Common Stock
withheld, or shares that have been held by the Participant less than six months that are tendered
in payment of withholding, cannot exceed the minimum tax withholding required by law. No shares of
Common Stock shall be transferred to the Participant hereunder until such time as all applicable
withholding taxes have been satisfied.



     6. Rights Not Conferred. Nothing contained in the LTIP or in this Agreement shall
confer upon the Participant any right with respect to continued employment by the Company or any
affiliate or interfere in any way with the right of the Company to terminate the employment of the
Participant at any time. The Participant shall have none of the rights of a stockholder with
respect to the Deferred Stock Units until such time, if any, that shares of Common Stock are
delivered to the Participant in settlement thereof.



     7. Agreement Not Assignable. This Agreement and the Deferred Stock Units awarded
hereunder are not transferable or assignable by the Participant; provided that no provision herein
shall prevent the designation of a Beneficiary for the Deferred Stock Units in the event of the
Participant’s death.



     8. Adjustments. If and to the extent that the number of outstanding shares of Common
Stock shall be increased or reduced in the event of a reorganization, recapitalization, stock
split, stock dividend, combination or exchange of shares, merger, consolidation, or any other
change in the corporate structure of the Company, the number and kinds of shares subject to the
Deferred Stock Units awarded hereunder shall be proportionately adjusted by the Committee, whose
determination shall be conclusive.



     9. Governing Law. This Agreement shall be construed in accordance with and governed by
the laws of the State of Illinois.



     10. Binding Effect. This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day
and year first above written.



	 	 	 
	 	 	 
	Participant’s Signature

	 	 
	 
	 	 
	 	 	 
	Participant’s Name (Print or Type)
	 	 
	 
	 	 
	 	 	 
	Street Address
	 	 
	 
	 	 
	 	 	 
	City, State, Country, Zip Code
	 	 






	 	 	 	 	 
	 	 	 
	Social Security No.

	 	Telephone Number
	 	 
	 
	 	 	 	 
	ANDREW CORPORATION
	 	 	 	 











By:





Ralph E Faison

President and Chief Executive Officer

Andrew Corporation