exv10w1



 






Exhibit 10.1









PERFORMANCE CASH AGREEMENT

ANDREW CORPORATION

MANAGEMENT INCENTIVE PLAN




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



WITNESSETH:




     WHEREAS, the Company adopted the Andrew Corporation Management Incentive Plan (the “MIP”) for
the purpose of providing performance-based incentives to selected key employees; and



     WHEREAS, the Compensation and Human Resources Committee of the Board of Directors of the
Company (the “Committee”) has granted the Participant a Performance Cash Award under Section 6 of
the MIP;



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



     1. Award. The Company hereby awards to the Participant a “Performance Cash Award” in
an amount equal to                     % of his/her annual base salary as of the date of payment, subject to
attainment of the Performance Goal set forth in Section 2. This Award shall be subject to the
terms and conditions of the MIP 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
MIP.



     2. Performance Goal and Vesting. Subject to Section 3, the Performance Cash Award
shall vest and become payable if, as of any Measurement Date during the Performance Period, the
Performance Goal has been attained. If the Performance Goal is not attained by the last day of the
Performance Period, no amount shall be payable to any person under this Agreement. For purposes of
this Agreement, the following terms shall have the following meanings:




	 	(a)	 	“Cumulative Free Cash Flow” means the cumulative dollar amount of the
Company’s net operating cash flow less adjusted expenditures during the Performance
Period, as determined in accordance with the Company’s normal accounting practices.




 









 






	 	(b)	 	“Measurement Date” means each of September 30, 2007, September 30, 2008, and
September 30, 2009.
	 
	 	(c)	 	“Performance Goal” means Cumulative Free Cash Flow
of at least $       million.
	 
	 	(d)	 	“Performance Period” means the period beginning October 1, 2005 and ending
September 30, 2009.
	 
	 	(e)	 	“Vesting Date” means the date of the Committee’s first regularly scheduled
meeting following the Measurement Date, if any, at which the Committee certifies that
the Performance Goal under this Section 2 has been attained.





     The Committee, in its sole and absolute discretion, shall determine the extent to which the
Performance Goal has been met and may determine whether and to what extent to exclude extraordinary
or non-recurring items. Further, the Committee may, in its sole discretion, increase or reduce the
amount of the Performance Cash Award; provided, however, in the case of a Covered Employee (as
defined in the MIP), the Committee may reduce but may not increase the amount of the Performance
Cash Award, and may not waive the achievement of the Performance Goal, except as provided in the
case of death or Disability, as described in Section 3(b)(ii) below, or as the Committee may
provide upon certain events, as set forth in the MIP.




	 	3.	 	Termination of Employment Prior to Vesting Date.
	 
	 	(a)	 	Termination of Employment for Reasons other than Death, Disability or
Retirement. If, prior to the Vesting Date, a Participant terminates employment for
any reason other than death, Disability or Retirement the Participant’s Performance
Cash Award shall be forfeited as of such termination date.
	 
	 	(b)	 	Death, Disability or Retirement. If a Participant terminates
employment by reason of death, Disability or Retirement prior to the end of the
Performance Period, and prior to the Vesting Date, then the Participant’s Performance
Cash Award shall not be forfeited. Instead, the Performance Cash Award may vest as
follows:






	 	(i)	 	Upon Retirement of a Participant, the Performance Cash Award
will vest upon the Measurement Date in the Performance Period that the
Performance Goal is attained, if any, and payment shall be made to the
Participant (or his or her designated beneficiary or estate, if applicable) at
the same time Performance Cash Award payments are made to other Participants
for the Performance Period. If the Performance Goal is not attained by the end
of the Performance Period, the Performance Cash Award shall be forfeited. For
purposes of this Agreement, “Retirement” means the termination of a
Participant’s employment with the Company and its affiliates for retirement
purposes if such termination occurs (A) on or after his or her sixty-fifth
birthday; or (B) on or after his or her fifty-fifth birthday with the written
consent of the Chief Executive Officer of




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the Company or, in the case of the
Chief Executive Officer’s retirement, with the consent of the Committee.




	 	(ii)	 	Upon the death or Disability of a Participant, the targeted
Performance Cash Award shall vest as of the date of such death or Disability
(without regard to whether the Performance Goal has been met) and payment shall
be made to the Participant or his or her designated beneficiary or estate, if
applicable. For purposes of this Agreement, “Disability” means that a
Participant is eligible for Social Security disability benefits or disability
benefits under the Company’s long-term disability plan, based upon a
determination by the Committee that the condition arose prior to termination of
employment.





     4. Change in Control. In the event of a Change in Control (as defined below) prior to
the last day of the Performance Period, all outstanding Performance Cash Awards which have not
previously been forfeited or vested shall become fully vested and payable as if the Performance
Goal set forth in Section 2 had been attained as of the date of such Change in Control.



     For purposes of this Agreement, a “Change in Control” means the happening of any of the
following events:




	 	(a)	 	the merger or consolidation of the Company with any other corporation following
which the holders of the Company’s Common Stock immediately prior thereto hold less
than 60% of the outstanding Common Stock of the surviving or resulting entity;
	 
	 	(b)	 	the sale of all or substantially all of the assets of the Company to any person
or entity other than a wholly-owned subsidiary;
	 
	 	(c)	 	any person or group of persons acting in concert, or any entity, becomes the
beneficial owner, directly or indirectly, of more than 20% of the Company’s outstanding
Common Stock, other than an acquisition of more than 20%, in one or more transactions,
of the Company’s outstanding Common Stock by (i) a passive institutional investor where
such investor is eligible pursuant to Rule 13d-1(b) of the Securities Exchange Act of
1934 (the “Exchange Act”) to, and does, file a report of ownership on Schedule 13G with
the Securities and Exchange Commission, (ii) a trustee or other fiduciary of an
employee benefit plan maintained by the Company, or (iii) a corporation owned directly
or indirectly by the stockholders of the Company in substantially the same proportions
as their ownership of the Company;
	 
	 	(d)	 	those individuals who, as of the close of the most recent annual meeting of the
Company’s stockholders, are members of the Board (the “Existing Directors”) cease for
any reason to constitute more than 50% of the Board. For purposes of the foregoing, a
new director will be considered an Existing Director if the




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election, or nomination for
election by the Company’s stockholders, of such new director was approved by a vote of
a majority of the Existing Directors. No
individual shall be considered an Existing Director if such individual initially
assumed office as a result of either an actual or threatened election contest
subject to Rule 14a-11 under the Exchange Act or other actual or threatened
solicitation of proxies by or on behalf of anyone other than the Board of Directors,
including by reason of any agreement intended to avoid or settle any election proxy
contest; or




	 	(e)	 	the stockholders of the Company adopt a plan of liquidation.





     5. Settlement of Performance Cash Award. The Performance Cash Award shall be settled
as a lump-sum cash payment, or, in the Company’s sole discretion, as shares of Common Stock.



     6. Tax Withholding. This Agreement is subject to all applicable Federal, state, local,
domestic, or foreign withholding taxes. The Company may withhold cash (or Common Stock, if the
Performance Cash Award is paid in such form) in an amount sufficient to satisfy such withholding
requirements. Alternatively, if the Performance Cash Award is paid in the form of Common Stock,
the Company may require the Participant to pay the Company, in cash, an amount sufficient to
satisfy such withholding requirements.



     7. Rights Not Conferred. Nothing contained in the MIP 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 any Performance Cash Award made in the form of Common Stock until such time that shares
of Common Stock are delivered to the Participant in settlement thereof.



     8. Agreement Not Assignable. This Agreement and the Performance Cash Award hereunder
may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant except
by will or the laws of descent and distribution.



     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.



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



	 	 	 
	Via On-Line Acceptance
	 	 
	 
	 	 
	 

Participant’s Signature

	 	 






	 	 	 	 	 
	ANDREW CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Ralph E. Faison	 	 
	 

	 	President and Chief Executive Officer	 	 
	 

	 	Andrew Corporation	 	 







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