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EXHIBIT 10
ANDREW CORPORATION
EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT
THIS AGREEMENT made as of 19 June 2000, between Andrew Corporation, a
Delaware corporation (the "Company"), and Charles A. Jacobs (the "Executive").
W I T N E S S E T H:
1. PARTICIPATION. The Executive has been designated as a participant
in the Andrew Corporation Executive Severance Benefit Plan (the "Plan") by
the Compensation Committee of the Board of Directors of the Company.
2. PLAN BENEFITS. The Executive agrees to be bound by the provisions
of the Plan, including those provisions which relate to his eligibility to
receive benefits and to the conditions affecting the form, manner, time and
terms of benefit payments under the Plan, as applicable. The Executive
understands and acknowledges that his benefit may be reduced pursuant to
Section 10 of the Plan in order to eliminate any "excess parachute payments"
as defined under Section 4999 of the Internal Revenue Code of 1954, as
amended. The Executive may elect to receive his Plan benefits in installment
payments, as provided under Section 9 of the Plan, by signing the statement
included on page three of this Agreement. The Executive may make an election
to receive installment payments, or may revoke any such election, at any time
prior to the date which is ten days prior to the date on which a Change in
Control is deemed to have occurred; provided that any election subsequent to
the execution of this Agreement or any revocation shall be in writing and
shall be subject to the approval of the Compensation Committee.
3. FEDERAL AND STATE LAWS. The Executive shall comply with all
federal and state laws which may be applicable to his participation in this
Plan, including without limitation, his entitlement to, or receipt of, any
benefits under the Plan. If the Executive is subject to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 as amended and in effect
at the time of any Plan benefit payment, he shall comply with the provisions
of Section 16(b), including any applicable exemptions thereto, whether or not
such provisions and exemptions apply to all or any portion of his Plan
benefit payments.
4. AMENDMENT AND TERMINATION. The Board of Directors may amend,
modify, suspend or terminate the Plan or this Agreement at any time, subject
to the following:
(a) without the consent of the Executive, no such amendment,
modification, suspension or termination shall reduce or diminish his right to
receive any payment or benefit then due and payable under the Plan
immediately prior to such amendment, modification, suspension or termination;
and
(b) in the event of a Change in Control pursuant to Section 5 of the
Plan, no such amendment, modification, suspension or termination of benefits,
and eligibility therefor, will be effective prior to the expiration of the
48-consecutive-month period following the date of the Change in Control.
5. BENEFICIARY. The Executive hereby designates his primary
beneficiary as Pamela Jacobs, who will receive any unpaid benefit payments in
the event of the Executive's death prior to full receipt thereof. In the
event that the primary beneficiary predeceases the Executive, his unpaid
benefits shall be paid to Phillip Jacobs and Michael Jacobs as secondary
beneficiaries. If more than one primary or secondary beneficiary has been
indicated, each primary beneficiary or, if none survives, each secondary
beneficiary will receive an equal share of the unpaid benefits unless the
Executive indicates specific percentages next to the beneficiaries' names.
Except as required by applicable law, the Executive's beneficiary or
beneficiaries shall not be entitled to any medical, life or other
insurance-type welfare benefits.
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6. ARBITRATION. The Executive agrees to be bound by any determination
rendered by arbitrators pursuant to Section 11 of the Plan.
7. EMPLOYMENT RIGHTS. The Plan and this Agreement shall not be
construed to give the Executive the right to be continued in the employment
of the Company or to give the Executive any benefits not specifically
provided by the Plan.
IN WITNESS WHEREOF, Andrew Corporation has caused this Agreement to be
executed and the Executive has executed this Agreement, both as of the day
and year first above written.
ANDREW CORPORATION
/s/ Charles A. Jacobs By /s/ F. L. English
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Charles A. Jacobs F. L. English
Group President Chairman and
Wireless and Inbuilding Products Chief Executive Officer
