exv10w2



 





Exhibit 10.2









RESTRICTED STOCK UNIT AGREEMENT

ANDREW CORPORATION

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



     WHEREAS, the Compensation and Human Resources Committee of the Board of Directors of the
Company (the “Committee”) has granted the Participant a Restricted Stock Unit Award under Section
10 of the LTIP;



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



     1. Grant. The Company hereby grants to the Participant an award of “Restricted Stock
Units” as specified in the “Award Schedule” attached as Exhibit A hereto. Each vested Restricted
Stock Unit shall entitle the Participant to one share of common stock, $0.01 par value, of the
Company (a “Share”), subject to the terms of the LTIP 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 LTIP.



     2. Vesting; Termination of Employment. The Restricted 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 Restricted Stock
Units awarded hereunder shall vest and become nonforfeitable on the Vesting Date (as
defined in Exhibit A), based upon the level of achievement of the performance goals set
forth in Exhibit A, unless vested earlier under paragraphs (c) or (d) below, or
forfeited earlier under paragraph (b) or subparagraph (c)(i) below.
	 
	 	(b)	 	Unless the Committee determines otherwise in its sole discretion, if the
Participant’s employment with the Company terminates for any reason other than




 









 












death, Disability or Retirement prior to the Vesting Date, all Restricted Stock
Units shall be permanently forfeited on such termination date.




	 	(c)	 	If the Participant’s termination of employment occurs prior to the Vesting Date
by reason of death, Disability or Retirement, then the Participant’s Restricted Stock
Units shall not be forfeited as of such termination date. Instead, the Restricted
Stock Units awarded may vest as follows:






	 	(i)	 	Upon Retirement and subject to subparagraph (iii) below, the
number of Restricted Stock Units vesting on the Vesting Date, if any, shall be
determined in accordance with Exhibit A and, to the extent any Restricted Stock
Units become vested on such date, Shares shall be transferred to the
Participant (or his or her Beneficiary or estate, if applicable) at the same
time Shares are transferred to other Participants who have Restricted Stock
Units vesting on such Vesting Date. If the performance goal is not attained by
the end of the Performance Period, the Restricted Stock Units shall be
forfeited.
	 
	 	(ii)	 	Upon death or Disability and subject to subparagraph (iii)
below, the Target Base RSUs set forth in Exhibit A shall
become vested on such date and shall be transferred to the Participant
(or his or her Beneficiary or estate, if applicable) as soon as practicable
after such date.
	 
	 	(iii)	 	If the Participant’s termination of employment due to death,
Disability, or Retirement occurs on or after the Measurement Date, but prior to
the Vesting Date, the Participant shall receive the number of Restricted Stock
Units he or she would have received (determined in accordance with Exhibit A)
had he or she continued to be employed until the Vesting Date.






	 	(d)	 	Unless forfeited earlier under paragraph (b) or subparagraph (c)(i) above, the
Target Base RSUs shall vest and become nonforfeitable upon a Change in Control.





     All Restricted Stock Units shall be forfeited if the Participant’s employment is involuntarily
terminated for cause and could also be declared forfeited if the Participant engages in conduct
that, in the opinion of the Committee, adversely affects the Company. For purposes of this
Agreement, termination for cause means that the Participant (1) has engaged in conduct that
constitutes willful gross neglect or willful gross misconduct with respect to employment duties
that results in material economic harm to the Company, (2) has engaged in conduct that constitutes
willful failure to perform duties or (3) has been convicted of a felony that is materially
injurious to the Company.



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     3. Settlement of Restricted
 Stock Units. Restricted Stock Units shall be settled solely in
Shares of Company common stock. As soon as practicable after the
Measurement Date, the Participant shall be transferred one Share of
common stock for each Restricted Stock Unit vesting on such date.



     4. Tax Withholding. This Agreement is subject to all applicable Federal, state, local,
domestic, or foreign withholding taxes. The Company may require the Participant to pay the Company
an amount sufficient to satisfy such withholding requirements in cash or Shares. Alternatively, the
Company may withhold cash or Shares due or to become due under this Agreement.



     6. Rights Not Conferred. Nothing contained in the LTIP 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 the Restricted Stock Units until such time, if any, that Shares are delivered to the
Participant in settlement thereof.



     7. Agreement Not Assignable. This Agreement and the Restricted Stock Units awarded
hereunder are not transferable or assignable by the Participant; provided that no provision herein
shall prevent the designation of a Beneficiary for the Restricted Stock Units in the event of the
Participant’s death.



     8. Adjustments. If and to the extent that the number of outstanding shares of common
stock shall be increased or reduced in the event of a merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, reverse 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 Restricted Stock Units awarded hereunder
shall be proportionately adjusted by the Committee, whose determination shall be conclusive,
provided that any fractional share resulting from an adjustment hereunder shall be rounded to the
nearest whole number.



     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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EXHIBIT A




2005 Restricted Stock Unit Award




Participant Name:                                                                                




Base Restricted Stock Units (“Base RSUs”) Awarded:                                        




     Subject to Section 2 of this Agreement, the Restricted Stock Units awarded under this
Agreement shall vest on the Vesting Date, in accordance with the following schedule:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Threshold Goal	 	Target Goal	 	Maximum Goal
	Return on Invested
Capital
	 	 	___%	 	 	 	___%	 	 	 	___%	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Resulting Payout*
	 	 	75%
	 	 	 	100%
	 	 	 	125%
	 
	 
	 	of Base RSUs
	 	of Base RSUs
	 	of Base RSUs

	 
	 	Vesting	 	Vesting	 	Vesting








 




			
	*	 	If the Threshold Goal is not attained as of the Measurement Date, the resulting payout percentage
shall be zero. In no event shall the resulting payout percentage exceed 125%, regardless of actual
achievement beyond the stated performance goals. The resulting payout percentage shall be adjusted,
pro rata, to reflect performance between Threshold and Target, and Target and Maximum. 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.




For purposes of this Exhibit A, the following terms shall have the following meanings:



“Measurement Date” shall mean September 30, 2008.



“Performance Period” means the period beginning October 1, 2005 and ending on the Measurement Date.



“Return on Invested Capital” shall mean the Company’s (i) net income for fiscal year 2008,
divided by (ii) invested capital (debt + equity) for fiscal year 2008, determined in
accordance with the Company’s normal accounting practices.



“Vesting Date” means the date of the Committee’s first regularly scheduled meeting following the
Measurement Date at which the Committee certifies the level of attainment of the performance goals.





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