EXHIBIT
10.1


 


FORM OF


AMENDED AND RESTATED


COMMSCOPE, INC.


1997 LONG-TERM INCENTIVE
PLAN


NONQUALIFIED
STOCK OPTION AGREEMENT


 


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


 


WHEREAS, the Company has adopted the Amended and
Restated CommScope, Inc. 1997 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 Committee responsible for administration
of the Plan has determined to grant an option to the Grantee as provided
herein;


 


NOW, THEREFORE, the parties hereto agree as follows:


 


1.                                       Grant
of Option.


 


1.1                                 The
Company hereby grants to the Grantee the right and option (the “Option”) to
purchase all or any part of an aggregate of            whole shares of Stock subject to, and in accordance with,
the terms and conditions set forth in this Agreement.


 


1.2                                 The
Option is not intended to qualify as an Incentive Stock Option.


 


1.3                                 This
Agreement shall be construed in accordance and consistent with, and subject to,
the provisions of the Plan (the provisions of which are incorporated herein 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.                                       Purchase
Price.


 


The price at which the Grantee shall be entitled to
purchase shares of Stock upon the exercise of the Option shall be $         per share
of Stock.


 


3.                                       Duration
of Option.


 


The Option shall be exercisable to the extent and in
the manner provided herein for a period of ten (10) years from the Grant Date
(the “Exercise Term”); provided, however, that the Option may be
earlier terminated as provided in Section 6 hereof.


 





















 


4.                                       Vesting
and Exercisability of Option.


 


Unless otherwise provided in this Agreement or the
Plan, the Option shall entitle the Grantee to purchase, in whole at any time or
in part from time to time, thirty-three and one-third percent (33-1/3%) of the
total number of shares of Stock covered by the Option after the expiration of
one (1) year from the Grant Date, an additional thirty-three and one-third
percent (33-1/3%) of the total number of shares of Stock covered by the Option
after the second anniversary of the Grant Date, and the remainder of the number
of shares of Stock subject to the Option after the third anniversary of the
Grant Date, and each such right of purchase shall be cumulative and shall
continue, unless sooner exercised as herein provided, during the remaining
period of the Exercise Term.  Any
fractional number of shares of Stock resulting from the application of the percentages
set forth in this Section 4 shall be rounded to the next higher whole number of
shares of Stock.


 


5.                                       Manner
of Exercise and Payment.


 


5.1                                 Subject
to the terms and conditions of this Agreement and the Plan, the Option may be
exercised by delivery of written notice to the Company, at its principal
executive office.  Such notice shall
state that the Grantee is electing to exercise the Option and the number of
shares of Stock in respect of which the Option is being exercised and shall be
signed by the person or persons exercising the Option.  If requested by the Committee, such person or
persons shall (i) deliver this Agreement to the Secretary of the Company who
shall endorse on this Agreement a notation of such exercise and (ii) provide
satisfactory proof as to the right of such person or persons to exercise the
Option.


 


5.2                                 The
notice of exercise described in Section 5.1 shall be accompanied by the full
purchase price for the shares of Stock in respect of which the Option is being
exercised, in cash or by check or, if indicated in the notice, such payment
shall follow by check from a registered broker acting as agent on behalf of the
Grantee.  However, at the discretion of
the Committee appointed to administer the Plan, the Grantee may pay the exercise
price in part or in full by transferring to the 
Company shares of restricted or unrestricted Stock owned by the Grantee
prior to the exercise of the Option having a Fair Market Value on the day
preceding the date of exercise equal to the cash amount for which such shares
are substituted.


 


5.3                                 Upon
receipt of notice of exercise and full payment for the shares of Stock in
respect of which the Option is being exercised, the Company shall, subject to
this Agreement and the Plan, take such action as may be necessary to effect the
transfer to the Grantee of the number of shares of Stock as to which such
exercise was effective.


 


5.4                                 The
Grantee shall not be deemed to be the holder of, or to have any of the rights
of a holder with respect to any shares of Stock subject to the Option until (i)
the Option shall have been exercised pursuant to the terms of this Agreement
and the Grantee shall have paid the full purchase price for the number of
shares of Stock in respect of which the Option was exercised, (ii) the Company
shall have issued and delivered the shares of Stock to the Grantee, and (iii)
the Grantee’s name shall have been entered as a stockholder of record on the
books of the Company, whereupon the Grantee shall have full voting and other
ownership rights with respect to such shares of Stock.


 


2





















 


6.                                       Termination
of Employment.


 


6.1                                 Death,
Disability or Retirement.  In the
event the Grantee’s employment is terminated by reason of the Grantee’s death
or Disability, or as a result of the Grantee’s voluntary retirement after
attainment of age 65, any portion of the Option that is not yet vested and
exercisable on the Termination Date (as defined below) shall become immediately
vested and fully exercisable on such date, and shall remain exercisable for a
period of five (5) years following the Termination Date, by the Grantee or by
the Grantee’s legatee or legatees under his will, or by his personal
representatives or distributees, as applicable. 
For purposes of this Agreement, “Termination Date” shall mean the last
day on which the Grantee works for the Company, a Subsidiary or an operating
division or unit of the Company or Subsidiary (a “Division”).


 


6.2                                 Early
Retirement.  In the event that the
Grantee has completed 10 years of service for the Company, a Subsidiary or a
Division, and the Grantee’s employment is terminated as a result of the Grantee’s
voluntary retirement after attainment of age 55, (i) any portion of the Option
that is not yet vested and exercisable on the Termination Date shall become immediately
vested and fully exercisable on such date, and shall remain exercisable for a
period of five (5) years following the Termination Date, by the Grantee or by
the Grantee’s legatee or legatees under his will, or by his personal
representatives or distributees, as applicable, and (ii) the Grantee will be
subject to certain post-employment covenants described in Appendix A attached
hereto; provided, however, that, in the event of a breach by the
Grantee of any of the post-employment covenants described in Appendix A
attached hereto, the Option shall immediately expire in its entirety whether or
not vested and exercisable.


 


6.3                                 Cause.  In the event the Grantee’s employment is
terminated for Cause, the Option shall immediately expire in its entirety whether
or not vested and exercisable.  For
purposes of this Agreement, “Cause” shall mean (i) in the case of a Grantee
whose employment with the Company, a Subsidiary or a Division is subject to the
terms of an employment agreement which includes a definition of “Cause,” the
meaning set forth in such employment agreement during the period that such
employment agreement remains in effect; and (ii) in all other cases, (a) the
Grantee’s failure or refusal to perform such Grantee’s substantive duties or to
follow the lawful directives of the Board or the board of directors of a
Subsidiary, as applicable (or of any superior officer of the Company, a
Subsidiary or a Division having direct supervisory authority over such
Grantee); (b) the commission of an act of fraud, theft, breach of
fiduciary obligation with respect to the Company, a Subsidiary or a Division or
a violation of any material policies of the Company, a Subsidiary or a
Division, as applicable, of which the Grantee has had prior notice;
(c) dishonesty, willful misconduct, or gross negligence in the performance
of any substantive duties; or (d) the indictment for, or conviction of or
plea of guilty or nolo contendere to any felony (whether or not involving the
Company, a Subsidiary or a Division).


 


6.4                                 Other
Termination of Employment.  If the
employment of the Grantee is terminated (including the Grantee’s ceasing to be
employed by a Subsidiary or a Division as a result of the sale of such
Subsidiary or Division or an interest in such Subsidiary or Division) under any
circumstance other than those set forth in Section 6.1, Section 6.2 and Section
6.3, any portion of the Option that is not vested and exercisable on the
Termination Date shall expire and the Grantee may, at any time within thirty
(30) days after the Termination Date, exercise the Option to the extent, but
only to the extent, that the Option or portion thereof was vested and
exercisable on the Termination Date.


 


3





















 


6.5                                 No
Extension of Exercise Term.  Notwithstanding the terms of Section 6.1, 6.2
and 6.4, in no event may the Option be exercised by anyone after the expiration
of the Exercise Term.


 


7.                                       Effect
of Change of Control.


 


Notwithstanding anything contained in this Agreement
to the contrary, in the event of a Change of Control the Option shall become
immediately vested and fully exercisable.


 


8.                                       Non-transferability.


 


The Option shall not be assignable or transferable
other than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order (within the meaning of Rule 16a-12
promulgated under the Exchange Act). 
During the lifetime of the Grantee, the Option shall be exercisable only
by the Grantee, his or her legal guardian or legal representatives or a bankruptcy
trustee.  Notwithstanding the foregoing,
the Option 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 Option
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.


 


9.                                       No
Right to Continued Employment.


 


Nothing in this Agreement or the Plan shall be
interpreted or construed to confer upon the Grantee any right with respect to
continuance of employment by the Company, any Subsidiary or any Division, nor
shall this Agreement or the Plan interfere in any way with the right of the
Company, any Subsidiary or any Division to terminate the Grantee’s employment
therewith at any time.


 


10.                                 Adjustments.


 


In the event of a Change in Capitalization, the
Committee may make appropriate adjustments to the number and class of shares of
Stock or other stock or securities subject to the Option and the purchase price
for such shares or other stock or securities.  The Committee’s adjustment shall be made in
accordance with the provisions of Article 19 of the Plan and shall be
final, binding and conclusive for all purposes of the Plan and this Agreement.


 


11.                                 Effect
of Certain Transactions.


 


Subject to Section 7 hereof, upon the effective date
of the liquidation, dissolution, merger or consolidation of the Company (in
each case, a “Transaction”), the Option shall continue in effect in
accordance with its terms, except that following a Transaction either (a) the
Option shall be treated as provided for in the plan or agreement entered into
in connection with the Transaction (the “Transaction Agreement”) or (b) if not
so provided in the Transaction Agreement, the Grantee shall be entitled to
receive in respect of all shares of Stock subject to the Option, upon exercise
of the Option, the same number and kind of stock, securities, cash, property or
other consideration that each holder of shares of Stock was entitled to receive
in the Transaction.


 


4





















 


12.                                 Withholding
of Taxes.


 


The Company shall have the right to deduct from any
distribution of cash to any Grantee, an amount equal to the federal, state and
local income taxes and other amounts as may be required by law to be withheld
(the “Withholding Taxes”) with respect to the Option.  If a Grantee is entitled to receive shares of
Stock upon exercise of the Option, the Grantee shall pay the Withholding Taxes
to the Company prior to the issuance of such shares of Stock.


 


Payment of the applicable Withholding Taxes may be
made, as determined by the Committee in its discretion, in any one or any
combination of (i) cash, (ii) shares of restricted or unrestricted Stock owned
by the Grantee prior to the exercise of the Option and valued at its Fair Market
Value on the business day immediately preceding the date of exercise, or (iii)
by making a Tax Election (as described below). 
For purposes of this Article 12, a Grantee may make a written election
(the “Tax Election”), which may be accepted or rejected at the discretion of
the Committee, to have withheld a portion of the shares of Stock issuable to
him or her upon exercise of the Option and valued at its Fair Market Value on
the date preceding the date of exercise, equal to the Withholding Taxes.


 


13.                                 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.


 


14.                                 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. 
No waiver by
either party hereto of any breach by the other party hereto of any provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions at the time or at any prior or subsequent
time.


 


15.                                 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.


 


16.                                 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.


 


5





















 


17.                                 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 final, binding and conclusive upon the Grantee’s beneficiaries, heirs,
executors, administrators and successors.


 


18.                                 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 and the Company for all purposes.


 


19.                                 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.

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  
	
   

  	
   

  
										



 


6





















 


Appendix A


CommScope, Inc. Employees


Non-Competition and
Confidentiality Covenants


 


By execution of the stock option agreement to which
this Appendix A is attached (the “Stock Option Agreement”), the Grantee, hereby
agree as follows:


 


1.                                       Non-competition.  The
Grantee agrees that the Grantee will not, for a period of two years following
his or her termination of employment as described in Section 6.2 of the Stock
Option Agreement (the “Non-Competition Period”), directly or indirectly own,
manage, operate, join, control, be employed by, or participate in the
ownership, management, operation or control of, or be connected in any manner,
including but not limited to holding, the positions of shareholder, director,
officer, consultant, independent contractor, employee, partner, or investor,
with any Competing Enterprise.  For
purposes of this paragraph, the term “Competing Enterprise” shall mean any
person, corporation, partnership or other entity engaged in a business in the
United States or any other geographic area in which the Company does business
which is in competition with any of the businesses of the Company or any of its
Affiliates as of the date of the termination of the Grantee’s employment with
the Company and its Affiliates.  Upon
request at any time during the Non-Competition Period, the Grantee shall notify
the Company of the Grantee’s then current employment status.  As used herein, “Affiliate” shall mean the
Company’s affiliated companies, divisions, subsidiaries, successors,
predecessors and assigns.


 


2.                                       Non-solicitation. 
During the Non-Competition Period, the Grantee shall not interfere with
the Company’s and any of its Affiliate’s relationship with, or endeavor to
entice away from the Company and any of its Affiliates, any person who at any
time, during the period that the Grantee was employed by the Company or its
Affiliates, was an employee or customer of the Company or any of its Affiliates
or otherwise had a material business relationship with the Company or any of
its Affiliates.


 


3.                                       Proprietary Rights.  The Grantee represents and warrants that all
patents, patent applications, rights to inventions, copyright registrations and
other license, trademark and trade name rights heretofore owned by the Grantee
and relating to the business of the Company or any of its Affiliates have been
duly transferred to the Company.


 


4.                                       Confidentiality; Return of Company
Property.  The Grantee agrees and understands that in
the Grantee’s position with the Company and/or its Affiliates and performance
of his or her responsibilities, duties and services for the Company and/or its
Affiliates, as the case may be, the Grantee has been exposed to, and
information relating to, the confidential affairs of the Company and/or its
Affiliates, including but not limited to technical information, intellectual
property, business and marketing plans, strategies, customer information, other
information concerning the products, promotions, development, financing, expansion
plans, business policies and practices of the Company and/or its Affiliates,
and other forms of confidential information, trade secrets and/or confidential
information in the nature of trade secrets of the Company and/or its Affiliates
(“Confidential Information”).  The
Grantee acknowledges and represents that as of the time of execution of this
Non-Competition and Confidentiality Agreement the Grantee has not disclosed,
and agrees that at any time thereafter the Grantee will not disclose,
Confidential Information, either directly or indirectly, to any third person or
entity without the prior written consent of the Company and/or its Affiliates,
as appropriate.  This confidentiality
covenant has no temporal, geographical or territorial restriction.


 


7





















 


Except as otherwise
expressly agreed to by the Company or its Affiliates, as appropriate, on or
promptly following the date hereof, the Grantee will supply to the Company
and/or its Affiliates, as appropriate, all property, keys, mobile phones,
computer equipment, software data files, notes, memoranda, writings, lists,
files, reports, customer lists, correspondence, tapes, disks, cards, surveys,
maps, logs, machines, technical data or any other tangible product or document
which has been produced by, received by or otherwise submitted to the Grantee
during his or her employment with the Company and/or its Affiliates and, any
copies, in whatever medium, thereof.  Any
such data or property (including copies thereof) stored on computer, software
data files or other equipment belonging to the Grantee (or to which the Grantee
otherwise has lawful access after the date hereof) shall be deleted by the
Grantee immediately following execution of this Non-Competition and Confidentiality
Agreement.


 


5.                                       Non-Disparagement. 
The Grantee agrees not to make any written or oral statement which could
disparage the goods, products, services of, employees, officers, directors or
reputation of, the Company and its Affiliates.


 


6.                                       Remedies.  The Grantee agrees that any
breach of the terms of this Appendix A would result in irreparable injury and
damage to the Company and/or its Affiliates for which the Company and/or its
Affiliates would have no adequate remedy at law; the Grantee therefore also
agrees that in the event of said breach or any threat of breach, the Company
and/or its Affiliates shall be entitled to an immediate injunction and
restraining order to prevent such breach and/or threatened breach and/or
continued breach by the Grantee and/or any and all persons and/or entities
acting for and/or with the Grantee, without having to prove damages, and to all
costs and expenses, including reasonable attorneys’ fees and costs, in addition
to any other remedies to which the Company and/or it Affiliates may be entitled
at law or in equity.  The terms of this
paragraph shall not prevent the Company and/or its Affiliates from pursuing any
other available remedies for any breach or threatened breach hereof, including
but not limited to the recovery of damages from the Grantee.  The Grantee further agrees that the
provisions of the covenant not to compete are reasonable.  Should a court or arbitrator determine, however,
that any provision of the covenant not to compete is unreasonable, either in
period of time, geographical area, or otherwise, the parties hereto agree that
the covenant should be interpreted and enforced to the maximum extent which
such court or arbitrator deems reasonable.


 


The
existence of any claim or cause of action by the Grantee against the Company
and/or its Affiliates shall not constitute a defense to the enforcement by the
Company and/or its Affiliates of the covenants and agreements of this Appendix
A.


 


7.                                       Miscellaneous.  This
Appendix A sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, written or oral, between them as to such
subject matter, other than any confidentiality agreement, any agreement dealing
with the assignment to the Company of patents, copyrights or other intellectual
property or any other similar agreements.


 


8