Exhibit 10.3

Employment Agreementbetween Andrew Corporation and Ralph Faison

EMPLOYMENT AGREEMENT

THIS
EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 4th day of June, 2002 among ANDREW CORPORATION, a Delaware corporation having its principal office at 10500 West
153rd Street, Orland Park, Illinois 60462 (the "Company"), RALPH E. FAISON, an individual residing at 19 North Stough Avenue, Hinsdale, Illinois 60521 (the "Executive") and CELIANT
CORPORATION, a Delaware corporation having its principal office at 40 Technology Drive, Warren, New Jersey 07059 ("Celiant").

WHEREAS,
the parties hereto wish to enter into an employment agreement to employ the Executive as the President and Chief Operating Officer of the Company and to set forth certain
additional agreements between the Executive and the Company.

NOW,
THEREFORE, in consideration of the mutual covenants and representations contained herein, the parties hereto agree as follows:

1.Employment Period.

The
Company will employ the Executive, and the Executive will serve the Company, under the terms of this Agreement, for a term commencing on the day following the acquisition of Celiant
by the Company (the "Commencement Date") and ending on the earlier to occur of the date on which the Executive is elected to the office of Chief Executive Officer of the Company or the first
anniversary of the Commencement Date. Notwithstanding the foregoing, the Executive's employment hereunder may be earlier terminated, subject to Section 5. The period of time between the
commencement and the termination of the Executive's employment hereunder is referred to herein as the "Employment Period."

2.Duties and Status.

The
Company engages the Executive as the President and Chief Operating Officer of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, the
Executive shall also serve on the Board of Directors of the Company (the "Board of Directors"). During the Employment Period, the Executive shall report directly to the Company's Chief Executive
Officer and exercise such authority, perform such executive duties and functions and discharge such responsibilities as are reasonably associated with the Executive's position, commensurate with the
authority vested in the Executive pursuant to this Agreement and consistent with the By-Laws of the Company and directions of the Company's Chief Executive Officer. In general, all major
operating units of the Company shall report directly to the Executive. During the Employment Period, the Executive shall devote his full business time, skill and efforts to the business of the
Company, provided that nothing shall prohibit the Executive without the consent of the Company's Chief Executive Officer, from (a) participating, with the consent of the Board of Directors of
the Company (which consent will not be unreasonably withheld) on a reasonable number of boards of directors of companies unaffiliated with the Company, (b) managing his personal investments,
(c) delivering lectures or otherwise participating in speaking engagements, or (d) participating in charitable or educational activities. The Executive agrees to relocate his residence,
and to move his family to such residence, to Illinois within three months of the Commencement Date.

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3.Compensation and Benefits.



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4.Termination of Employment.



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5.Consequences of Termination.



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6.Change in Control Agreement.



7.Excess Parachute Payments.

In
the event it shall be determined that any payment or distribution by the Company or any other person or entity to or for the benefit of the Executive is a "parachute payment" within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or
otherwise, in connection with, or arising out of, his employment with the Company or a change in control of the Company or a substantial portion of its assets (a "Payment"), and would be subject to
the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), concurrent with the making of such Payment, the Company shall pay to the Executive an additional payment (the
"Gross-Up Payment") in an amount such that the net amount retained by the Executive after deduction of any Excise Tax on such

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Payment and any federal, state or local income tax and Excise Tax on the Gross-Up Payment shall equal the amount of such Payment. In the event the Internal Revenue Service subsequently
may assess or seek to assess from the Executive an amount of Excise Tax in excess of that determined in accordance with the foregoing, the Company shall pay to the Executive an additional
Gross-Up Payment, calculated as described above in respect of such excess Excise Tax, including a Gross-Up Payment in respect of any interest or penalties imposed by the
Internal Revenue Service with respect to such excess Excise Tax.

8.Indemnity.

The
Company shall, to the fullest extent permitted by law and by its Certificate of Incorporation and By-laws, indemnify Executive and hold him harmless for any acts or
decisions made by him in good faith while performing his duties pursuant to this Agreement. In addition, the Company shall maintain and keep in effect a directors' and officers' liability insurance
policy for the benefit of its officers and directors with minimum coverage of not less than $3,000,000.

9.Notice.

All
notices, requests and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given, if delivered in person or by courier,
telegraphed, telexed or by facsimile transmission or sent by express, registered or certified mail, postage prepaid, addressed as follows:



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Either
party may, by written notice to the other, change the address to which notices to such party are to be delivered or mailed.

10.Arbitration.

Except
as specifically provided herein, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a
single arbitrator (to be mutually agreed upon) in the State of Illinois, in accordance with the rules of the American Arbitration Association then in effect. If the parties cannot agree on a single
arbitrator, each party shall appoint one arbitrator who shall then jointly appoint a single arbitrator. Judgment shall be final and may be entered on the arbitrator's award in any court having
jurisdiction. The party shall bear one-half of the expense of any such arbitration proceeding and shall bear all of its or his reasonable costs and expenses relating to such arbitration
proceeding, including attorneys' fees and expenses.

11.Waiver of Breach.

Any
waiver of any breach of this Agreement shall not be construed to be a continuing waiver or consent to any subsequent breach on the part either of the Executive or of the Company.

12.Non-Assignment; Successors.

Neither
party hereto may assign his or its rights or delegate his or its duties under this Agreement without the prior written consent of the other party; provided, however, that (i) this Agreement shall
inure to the benefit of and be binding upon the successors and assigns of the Company upon any
sale of all or substantially all of the Company's assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and
assigns of the Company and their respective successors and assigns were the Company; and (ii) this Agreement shall inure to the benefit of and be binding upon the heirs, assigns or designees of
the Executive to the extent of any payments due to them hereunder. As used in this Agreement, the term "Company" shall be deemed to refer to any such successor or assign of the Company referred to in
the preceding sentence.

13.Severability.

To
the extent any provision of this Agreement or portion thereof shall be invalid or unenforceable, it shall be considered deleted therefrom and the remainder of such provision and of
this Agreement shall be unaffected and shall continue in full force and effect.

14.Counterparts.

This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

15.Governing Law.

This
Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Illinois, without giving effect to the choice of law principles thereof.

16.Termination of Prior Agreement.

The
Executive agrees that, except as expressly provided herein, any and all rights that he may have in, to or under the Employment Agreement dated as of August 31, 2001 between
the Executive and Celiant shall terminate and be of no further effect on acquisition of Celiant by the Company and the Executive waives any claims or rights that he may have against Celiant thereunder
and Celiant waives any claims or rights that it may have against the Executive thereunder.

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17.Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition
Agreement.

The
Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement effective September 1, 2001 between the Executive and
Celiant (the "Celiant Agreement") is amended in the following respects:



18.Entire Agreement.

This
Agreement, together with the agreements specifically referred to herein and the Confidential Information, Assignment of Rights, Non-Solicitation and
Non-Competition Agreement effective September 1, 2001 between the Executive and Celiant Corporation, constitutes the entire agreement by the Company and the Executive with respect
to the subject matter hereof and except as specifically provided herein, supersedes any and all prior agreements or understandings between the Executive and the Company with respect to the subject
matter hereof, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by the Executive and the Company.

19.Reimbursement of Legal Fees.

The
Company will reimburse the Executive for the Executive's reasonable attorneys' fees and disbursements incurred by the Executive in connection with the negotiation, execution and
delivery of this Agreement.

20.Survival.

The
obligations of the Company in the penultimate sentence of Section 3(b), under Section 3(e) and in Section 5(a)(iii) shall survive the termination of this
Agreement.

[Signature
Page Follows]

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[Signature Page to Faison Employment Agreement]

IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

| |  | By:                 |  | /s/RALPH E. FAISONRALPH E. FAISON   
| |  | ------------------- |  | ------------------------------------
| |  | ANDREW CORPORATION 
| |  | By:                 |  | /s/FLOYD L. ENGLISH                 
| |  | Name:               |  | Floyd L. English                    
| |  | Title:              |  | Chairman and Chief Executive Officer
| |  | CELIANT CORPORATION
| |  | By:                 |  | /s/MARTY R. KITTRELL                
| |  | Name:               |  | Marty R. Kittrell                   
| |  | Title:              |  | Chief Financial Officer             

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