with the Merger, the Company assumed the Plan as of the
Effective Time;
WHEREAS, in connection with the Company's assumption of the Plan, the board of
directors of the Company (the "Board") amended the Plan effective as of the
Effective Time; and
WHEREAS, it is desired to further amend the Plan and to incorporate the
amendment that was adopted as of the Effective Time.
NOW, THEREFORE, by virtue and in exercise of the amending authority reserved by
the Board pursuant to Section 28 of the Plan, the Plan is hereby amended as
follows:
1.
REFERENCES TO THE "COMPANY" IN THE PLAN SHALL HEREBY BE DEEMED
REFERENCES TO COMMSCOPE, INC., A DELAWARE CORPORATION.
2.
THE DEFINITION OF "CHANGE IN CONTROL" IN SECTION 3 OF THE PLAN
SHALL HEREBY BE AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
"CHANGE IN CONTROL" SHALL MEAN THE OCCURRENCE OF ANY OF THE FOLLOWING:
(A)
AN ACQUISITION (OTHER THAN DIRECTLY FROM THE COMPANY) OF ANY
VOTING SECURITIES OF THE COMPANY (THE "VOTING SECURITIES") BY ANY "PERSON" (AS
THE TERM "PERSON" IS USED FOR PURPOSES OF SECTION 13(D) OR 14(D) OF THE EXCHANGE
ACT), IMMEDIATELY AFTER WHICH SUCH PERSON HAS "BENEFICIAL OWNERSHIP" (WITHIN THE
MEANING OF RULE 13D-3 PROMULGATED UNDER THE EXCHANGE ACT) OF MORE THAN
THIRTY-THREE PERCENT (33%) OF (I) THE THEN-OUTSTANDING SHARES OR (II) THE
COMBINED VOTING POWER OF THE COMPANY'S THEN-OUTSTANDING VOTING SECURITIES;
PROVIDED, HOWEVER, THAT IN DETERMINING WHETHER A CHANGE IN CONTROL HAS OCCURRED
PURSUANT TO THIS PARAGRAPH (A), THE ACQUISITION OF SHARES OR VOTING SECURITIES
IN A NON-CONTROL ACQUISITION (AS HEREINAFTER DEFINED) SHALL NOT CONSTITUTE A
CHANGE IN CONTROL.
A "NON-CONTROL ACQUISITION" SHALL MEAN AN ACQUISITION BY
(I) AN
13
EMPLOYEE BENEFIT PLAN (OR A TRUST FORMING A PART THEREOF) MAINTAINED BY (A) THE
COMPANY OR (B) ANY CORPORATION OR OTHER PERSON THE MAJORITY OF THE VOTING POWER,
VOTING EQUITY SECURITIES OR EQUITY INTEREST OF WHICH IS OWNED, DIRECTLY OR
INDIRECTLY, BY THE COMPANY (FOR PURPOSES OF THIS DEFINITION, A "RELATED
ENTITY"), (II) THE COMPANY OR ANY RELATED ENTITY, OR (III) ANY PERSON IN
CONNECTION WITH A NON-CONTROL TRANSACTION (AS HEREINAFTER DEFINED);
(B)
THE INDIVIDUALS WHO, AS OF THE EFFECTIVE DATE OF THE PLAN, ARE
MEMBERS OF THE BOARD (THE "INCUMBENT BOARD"), CEASE FOR ANY REASON TO CONSTITUTE
AT LEAST TWO-THIRDS OF THE MEMBERS OF THE BOARD OR, FOLLOWING A MERGER (AS
HEREINAFTER DEFINED), THE BOARD OF DIRECTORS OF (I) THE CORPORATION RESULTING
FROM SUCH MERGER (THE "SURVIVING CORPORATION"), IF FIFTY PERCENT (50%) OR MORE
OF THE COMBINED VOTING POWER OF THE THEN-OUTSTANDING VOTING SECURITIES OF THE
SURVIVING CORPORATION IS NOT BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY, BY
ANOTHER PERSON (A "PARENT CORPORATION") OR (II) IF THERE IS ONE OR MORE THAN ONE
PARENT CORPORATION, THE ULTIMATE PARENT CORPORATION; PROVIDED, HOWEVER, THAT, IF
THE ELECTION, OR NOMINATION FOR ELECTION BY THE COMPANY'S COMMON SHAREHOLDERS,
OF ANY NEW DIRECTOR WAS APPROVED BY A VOTE OF AT LEAST TWO-THIRDS OF THE
INCUMBENT BOARD, SUCH NEW DIRECTOR SHALL, FOR PURPOSES OF THE PLAN, BE
CONSIDERED