Exhibit 10.23


 


ANDREW CORPORATION


 


EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT


 


THIS AGREEMENT
made as of 8 May 2001, between Andrew Corporation, a Delaware corporation (the
“Company”), and Paul R. Cox (the “Executive”).


 


W I T N E S S E T H:


 


1.             Participation.  The Executive has been designated as a
participant in the Andrew Corporation Executive Severance Benefit Plan (the
“Plan”) by the Compensation Committee of the Board of Directors of the Company.


 


2.             Plan Benefits.  The Executive agrees to be bound by the
provisions of the Plan, including those provisions which relate to his
eligibility to receive benefits and to the conditions affecting the form,
manner, time and terms of benefit payments under the Plan, as applicable.  The Executive understands and acknowledges
that his benefit may be reduced pursuant to Section 10 of the Plan in order to
eliminate any “excess parachute payments” as defined under Section 4999 of the
Internal Revenue Code of 1954, as amended. 
The Executive may elect to receive his Plan benefits in installment
payments, as provided under Section 9 of the Plan, by signing the statement
included on page three of this Agreement. 
The Executive may make an election to receive installment payments, or
may revoke any such election, at any time prior to the date which is ten days
prior to the date on which a Change in Control is deemed to have occurred;
provided that any election subsequent to the execution of this Agreement or any
revocation shall be in writing and shall be subject to the approval of the
Compensation Committee.


 


3.             Federal and State Laws.  The Executive shall comply with all federal
and state laws which may be applicable to his participation in this Plan,
including without limitation, his entitlement to, or receipt of, any benefits
under the Plan.  If the Executive is
subject to the provisions of Section 16(b) of the Securities Exchange Act of
1934 as amended and in effect at the time of any Plan benefit payment, he shall
comply with the provisions of Section 16(b), including any applicable
exemptions thereto, whether or not such provisions and exemptions apply to all
or any portion of his Plan benefit payments.


 


4.             Amendment and Termination.  The Board of Directors may amend, modify,
suspend or terminate the Plan or this Agreement at any time, subject to the
following:


 


(a)                                  without the consent
of the Executive, no such amendment, modification, suspension or termination
shall reduce or diminish his right to receive any payment or benefit then due
and payable under the Plan immediately prior to such amendment, modification,
suspension or termination; and


(b)                                 in the event of a
Change in Control pursuant to Section 5 of the Plan, no such amendment,
modification, suspension or termination of benefits, and eligibility 


 

















 


therefor, will be effective prior to the expiration of the
48-consecutive-month period following the date of the Change in Control.


 


5.             Beneficiary.  The Executive hereby designates his primary
beneficiary(ies) as Cynthia W. Cox, who will receive any unpaid benefit payments
in the event of the Executive’s death prior to full receipt thereof.  In the event that the primary
beneficiary(ies) predeceases the Executive, his unpaid benefits shall be paid
to the estate of Paul R. Cox as secondary beneficiary(ies).  If more than one primary or secondary
beneficiary has been indicated, each primary beneficiary or, if none survives,
each secondary beneficiary will receive an equal share of the unpaid benefits
unless the Executive indicates specific percentages next to the beneficiaries’
names.  Except as required by applicable
law, the Executive’s beneficiary or beneficiaries shall not be entitled to any
medical, life or other insurance-type welfare benefits.


 


6.             Arbitration.  The Executive agrees to be bound by any
determination rendered by arbitrators pursuant to Section 11 of the Plan.


 


7.             Employment Rights.  The Plan and this Agreement shall not be
construed to give the Executive the right to be continued in the employment of
the Company or to give the Executive any benefits not specifically provided by
the Plan.


 


IN WITNESS
WHEREOF, Andrew Corporation has caused this Agreement to be executed and the
Executive has executed this Agreement, both as of the day and year first above
written.


 


	
   

  	
  ANDREW
  CORPORATION

  
	
   

  	
   

  
	
   /s/ Paul R. Cox

  	
   

  	
  By  

  	
    /s/
  Guy M. Campbell

  	
   

  
	
  Paul R. Cox

  	
   

  	
  Guy M.
  Campbell

  
	
  Group
  President,

  	
   

  	
  President
  and

  
	
  Communication
  Products

  	
   

  	
  Chief
  Executive Officer