Exhibit 10.19


 


ANDREW CORPORATION


 


EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT


 


THIS AGREEMENT made as of October 7, 2003, between Andrew Corporation,
a Delaware corporation (the “Company”), and Ralph E. Faison (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
                                                      ,
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
                                                      
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/ Ralph E. Faison

  	
   

  	
   

  	
  By

  	
  /s/ Charles R. Nicholas

  
	
  Ralph E. Faison

  	
   

  	
   

  	
  Charles R. Nicholas

  
	
  President and Chief Executive Officer

  	
   

  	
   

  	
  Vice Chairman