NO SUCH CLOSING PRICE OF THE SHARES ON SUCH
DATE, ON THE NEXT PRECEDING DATE ON WHICH THERE WAS SUCH A CLOSING PRICE;
(C )
IF THE SHARES ARE NOT LISTED ON THE NEW YORK STOCK EXCHANGE OR ON
ANOTHER NATIONAL SECURITIES EXCHANGE, THE LAST SALE PRICE AT THE END OF NORMAL
MARKET HOURS OF THE SHARES ON SUCH DATE AS QUOTED ON THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS AUTOMATED QUOTATION SYSTEM ("NASDAQ") OR, IF NO SUCH PRICE
SHALL HAVE BEEN QUOTED FOR SUCH DATE, ON THE NEXT PRECEDING DATE FOR WHICH SUCH
PRICE WAS SO QUOTED; OR
(D)
IF THE SHARES ARE NOT LISTED FOR TRADING ON A NATIONAL SECURITIES
EXCHANGE OR ARE NOT AUTHORIZED FOR QUOTATION ON NASDAQ, THE FAIR MARKET VALUE OF
THE SHARES AS DETERMINED IN GOOD FAITH BY THE COMMITTEE, AND IN THE CASE OF
INCENTIVE STOCK OPTIONS, IN ACCORDANCE WITH SECTION 422 OF THE CODE.
8.
A NEW DEFINITION OF "MERGER" IS HEREBY ADDED TO SECTION 3 OF THE
PLAN AS FOLLOWS:
16
"MERGER" SHALL MEAN THE MERGER OF DJ ROSS, INC., A DELAWARE CORPORATION AND AN
INDIRECT WHOLLY OWNED SUBSIDIARY OF THE COMPANY ("SUB") WITH AND INTO ANDREW
CORPORATION, A DELAWARE CORPORATION ("ANDREW"), AT THE EFFECTIVE TIME (AS
DEFINED IN THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 26, 2007 (THE
"MERGER AGREEMENT"), AMONG THE COMPANY, SUB AND ANDREW)), WITH ANDREW THE
SURVIVING CORPORATION, PURSUANT TO THE MERGER AGREEMENT.
9.
THE DEFINITION OF "SHARES" IN SECTION 3 OF THE PLAN IS HEREBY
AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
"SHARES" SHALL MEAN SHARES OF COMMON STOCK, $.01 PAR VALUE, OF THE COMPANY, AND
ANY OTHER SECURITIES INTO WHICH SUCH SHARES ARE CHANGED OR FOR WHICH SUCH SHARES
ARE EXCHANGED.
10.
A NEW DEFINITION OF "SUBSIDIARY" IS HEREBY ADDED TO SECTION 3 OF
THE PLAN AS FOLLOWS:
"SUBSIDIARY" SHALL MEAN (A) EXCEPT AS PROVIDED IN SUBSECTION (B) BELOW, ANY
CORPORATION WHICH IS A SUBSIDIARY CORPORATION WITHIN THE MEANING OF
SECTION 424(F) OF THE CODE WITH RESPECT TO THE COMPANY, AND (B) IN RELATION TO
THE ELIGIBILITY TO RECEIVE OPTIONS OR LONG-TERM INCENTIVES OTHER THAN INCENTIVE
STOCK OPTIONS AND CONTINUED EMPLOYMENT FOR PURPOSES OF OPTIONS AND LONG-TERM
INCENTIVES (UNLESS THE COMMITTEE DETERMINES OTHERWISE), ANY ENTITY, WHETHER OR
NOT INCORPORATED, IN WHICH THE COMPANY DIRECTLY OR INDIRECTLY OWNS AT LEAST 50%
OR MORE OF THE OUTSTANDING EQUITY OR OTHER OWNERSHIP INTERESTS.
11.
SECTION 5(A) OF THE PLAN IS HEREBY AMENDED AND RESTATED IN ITS
ENTIRETY AS FOLLOWS:
SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 5(F), THE MAXIMUM NUMBER OF SHARES
AVAILABLE FOR ISSUANCE UNDER THE PLAN SHALL BE 579,824.
12.
SECTION 16 OF THE PLAN IS HEREBY AMENDED AND RESTATED IN ITS
ENTIRETY AS OF THE EFFECTIVE TIME AS FOLLOWS:
THE EFFECT OF A CHANGE IN CONTROL ON ANY AWARD SHALL BE SET FORTH IN THE AWARD
AGREEMENT.
DATED:
JANUARY 22, 2008
17