exv10w1



 





EXHIBIT 10.1






NON-EMPLOYEE DIRECTOR

DEFERRED STOCK UNIT AGREEMENT

ANDREW CORPORATION

LONG-TERM INCENTIVE PLAN




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



     WHEREAS, the Participant has been granted a Deferred Stock Unit Award under the Plan; and



     WHEREAS, the Participant and Company have agreed that this Agreement shall govern the terms of
the Deferred Stock Unit Award awarded on the Grant Date and shall supersede any prior agreement
regarding such Award;



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



     1. Grant. The Company hereby grants to the Participant 5,000 Deferred Stock Units.
Each “Deferred Stock Unit” shall entitle the Participant to one Share on the vesting date, subject
to the terms of the Plan 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 Plan.



     2. Vesting; Termination of Service. 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 on the fourth anniversary of the Grant Date.
	 
	 	(b)	 	If the Participant’s service on the Board terminates by reason of death,
Disability or Retirement, any unvested Deferred Stock Units which have not previously
been forfeited under this Section 2 shall vest and become nonforfeitable on the date of
such death, Disability or Retirement.





 









 






	 	(c)	 	Unless forfeited earlier under paragraph (d) below, any unvested Deferred Stock
Units shall vest and become nonforfeitable upon a Change in Control.
	 
	 	(d)	 	If the Participant’s termination of service on the Board occurs for any reason
other than death, Disability or Retirement, all Deferred Stock Units which have not
vested as of the date of such termination of service shall be permanently forfeited on
such date, unless the Board determines otherwise in its discretion.





Notwithstanding any provision of the Plan to the contrary, for purposes of this Section 2, Change
in Control shall be construed consistent with the provisions of Section 409A of the Code. For
purposes of this Agreement, the term “Retirement” shall mean cessation of the Participant’s service
as a director of the Company (i) on or after attainment of age 72, (ii) upon attainment of the term
limit for Directors of 12 years, or (iii) under such other circumstances that the Board deems to be
a Retirement, in its sole discretion.



     3. Payment of Deferred Stock Units. Deferred Stock Units that are vested in
accordance with Section 2 above shall be settled on the earlier of the Participant’s termination of
service on the Board, or the fourth anniversary of the Grant Date. As soon as practicable after
such settlement date, the Participant shall be transferred one Share for each Deferred Stock Unit
being settled on such date.



     4. Dividend Equivalents. On each dividend record date for Shares, 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 an issued and outstanding
Share. If such dividends are payable in cash, the cash amount will be converted to Deferred Stock
Units based on the Fair Market Value of a Share on the date such dividends are paid. Deferred
Stock Units received under this Section 4 shall vest in accordance with Section 2 of this
Agreement, at the same time as the underlying Deferred Stock Units to which they relate.



     5. Rights Not Conferred. Nothing contained in the Plan or in this Agreement shall
confer upon the Participant any right with respect to continued service with the Company or any
affiliate. 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 are delivered to the Participant in
settlement thereof.



     6. Agreement Not Assignable. Neither the Participant nor any Beneficiary may sell,
assign, transfer, discount, pledge as collateral for a loan, or otherwise anticipate any right to
any payment or benefit under this Agreement, other than by will or by the applicable laws of
descent and distribution.



     7. Adjustments. In the event of a merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, spin-off, combination, repurchase or exchange of
Shares or other securities of the Company, or similar corporate transaction, the number and kinds
of shares subject to the Deferred Stock Units awarded hereunder shall be adjusted by the Committee
in such manner as it deems equitable to prevent dilution or enlargement of the benefits or potential



 









 







benefits intended to be made available under this Agreement; provided that any fractional
Share resulting from such an adjustment shall be rounded to the nearest whole number.



     8. Governing Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of Illinois, without regard to its principles of conflict of laws.



     9. 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