8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 16, 2004

ANDREW CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction
of incorporation) 001-14617
(Commission File Number) 36-2092797
(I.R.S. Employer
Identification No.)

10500 W. 153rd Street, Orland Park, Illinois 60462

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (708) 349-3300

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement
	Item 8.01. Other Events
	Item 9.01. Financial Statements and Exhibits
Stock Option Agreement
Deferred Stock Option Agreement
Stock Option Agreement

Item 1.01. Entry into a Material Definitive Agreement

On November 16, 2004, the Compensation and Human Resources Committee approved a new Form of Stock Option Agreement pursuant to which Options may be granted under the Company’s Management Incentive Program (“MIP”). A copy of that Form of Stock Option Agreement is attached hereto as an exhibit and is hereby incorporated by reference.

The new Form of Stock Option Agreement provides that the Option will become fully vested on June 30, 2005. The Option will also become fully vested if the optionee terminates employment due to (i) death, or (ii) Retirement or Disability (each as defined in the MIP) more than 6 months after the grant date. If the optionee’s employment terminates for any other reason before the vesting date, the Option will be forfeited.

The Option may be exercised at any time after it is vested and prior to its expiration date, which is 10 years after the grant date. However, if it is exercised prior to the fourth anniversary of the grant date, the shares of Company common stock acquired on the exercise may be subject to transfer restrictions, which generally lapse 25% per year, starting with the first anniversary of the grant date. The restrictions on the shares acquired on exercise of the Option will also lapse upon a Change in Control (as defined in the MIP), or upon the optionee’s termination of employment by reason of death, Disability or Retirement.

Item 8.01. Other Events

The Company grants various awards to its executive officers under the Management Incentive Program (the “MIP”). The Forms of Stock Option Agreement and Deferred Stock Unit Agreement used under the Plan are attached hereto as exhibits and are hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits

(c)     Exhibits

          10.1 STOCK OPTION AGREEMENT (Form of Agreement Adopted 11/16/04)

          10.2 DEFERRED STOCK UNIT AGREEMENT

          10.3 STOCK OPTION AGREEMENT

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANDREW CORPORATION
Date: November 16, 2004	By:	/s/ Marty Kittrell
		Marty Kittrell
		Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

STOCK OPTION AGREEMENT
ANDREW CORPORATION
MANAGEMENT INCENTIVE PROGRAM

     THIS AGREEMENT is made as of the 16th day of November, 2004 (the “Grant Date”) between ANDREW CORPORATION, a Delaware corporation (the “Company”), and                      (the “Optionee”).

WITNESSETH:

     WHEREAS, the Company adopted the Andrew Corporation Management Incentive Program (the “MIP”) for the purpose of providing incentives to selected key employees by making available to them opportunities to acquire shares of the common stock, $.01 par value, of the Company (the “Common Stock”); and

     WHEREAS, the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) considers it desirable and in the best interests of the Company that the Optionee be granted options to purchase Common Stock.

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

     1. Grant. The Company grants to the Optionee an option to purchase                     shares of Common Stock at a price of $14.58 per share (the “Option Price”), on the terms and subject to the conditions hereinafter set forth (the “Option”).

     2. Duration; Exercise. The duration of the Option shall be for the period beginning on the Grant Date and continuing through the close of business on November 16, 2014 (the “Option Period”), subject to earlier termination or forfeiture under Section 3 and Section 7. Except to the extent otherwise provided in Section 3 and Section 7, this Option shall become fully exercisable on June 30, 2005.

     3. Right to Exercise in Certain Events. Notwithstanding the provisions of Section 2, but subject to Section 7, the Option shall be fully exercisable if the Optionee’s employment terminates (1) due to Retirement or Disability (as such terms are defined in the MIP) after not less than six months following the Grant Date, or (2) by reason of death. If the Optionee terminates employment by reason of Retirement or Disability, the Option will be exercisable for three years or, if earlier, until the end of the Option Period. If the Optionee dies while employed by the Company or after terminating by reason of Retirement or Disability, the Option will be

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exercisable by the Optionee’s Beneficiary until the earliest of one year after death, three years after termination due to Retirement or Disability, or the end of the Option Period. The Optionee may designate a person, trust or other entity as the Optionee’s Beneficiary. No such designation, or any revocation or change thereof, is effective unless made in writing on a form provided by the Committee and delivered to the Committee prior to death. If the Optionee fails to properly designate a Beneficiary or the Optionee’s Beneficiary fails to survive the Optionee, then the Optionee’s Beneficiary will be the Optionee’s estate. If the Optionee terminates employment for any reason other than Retirement, Disability or death, the Option will be exercisable (to the extent vested at termination of employment) until the earlier of three months after termination of employment or the end of the Option Period, and any portion of the Option which is not vested on such termination date shall be permanently forfeited. If the Optionee dies during such period, the Optionee’s Beneficiary may exercise the Option (to the extent vested and exercisable on the date of death) until the earlier of one year after death or the end of the Option Period. In the event of a Change-in-Control (as defined in the MIP), the Option shall be fully vested and exercisable during the 90 days immediately thereafter.

     4. Purchase of Option or Option Shares by Company. Following the death of the Optionee, the Company may, but need not, upon the request of the holder of the Option, purchase the Option prior to its exercise at a price equal to the difference between the Market Value, on the date of such request, of the shares of Common Stock then subject to exercise and the Option Price for such shares.

     5. Notice of Exercise. The Option, or any part of it, shall be exercised by written notice directed to the Committee at the following address:

Compensation and Human Resources Committee of the Board of Directors
c/o Executive Vice President and Chief Financial Officer
Andrew Corporation
10500 West 153rd Street
Orland Park, Illinois 60462

Such notice must state the Grant Date, the number of shares of Common Stock subject to the grant, and the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by check, bank draft, money order or other cash payment or by delivery of a certificate or certificates, properly endorsed, for whole shares of Common Stock (provided that any such shares acquired from the Company must have been held by the Optionee for at least six months) equivalent in Market Value on the date of exercise to the Option Price, or by a combination of cash and shares, in full payment of the Option Price for the number of shares specified in the notice. The exercise may be with respect to any one or more shares covered by this Option, reserving the remainder for a subsequent timely exercise. The

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Company shall make prompt delivery of such shares, provided that if any law or regulation requires the Company to take any action with respect to such shares before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action, and provided further that the Company shall have no obligation to deliver any such certificate unless and until appropriate provision has been made for any withholding taxes in respect of such exercise. To the extent necessary to comply with the transfer restrictions set forth in Section 6, the shares delivered pursuant to such exercise shall contain the legend set forth therein.

     6. Restrictions on Transferability. Notwithstanding any provision of the Plan or this Agreement to the contrary, shares acquired on exercise of this Option may not be sold, assigned, pledged or otherwise transferred or encumbered during the Restricted Period (defined below). During the Restricted Period:

     (a) The Optionee shall have all of the rights of a stockholder, including, but not limited to, the right to vote such shares and the right to receive dividends paid on such shares.

     (b) Each certificate issued with respect to shares issued on the exercise of this Option that are subject to a Restricted Period shall be registered in the name of the Optionee and shall bear the following legend:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions contained in the Andrew Corporation Management Incentive Program and an Agreement entered into between the registered owner and Andrew Corporation. A copy of such Program and Agreement is on file in the office of the Secretary of Andrew Corporation, 10500 West 153rd Street, Orland Park, Illinois 60462.”

As soon as practicable after the Restricted Period ends, the Company shall transfer share certificates to the Optionee, free of all restrictions. For purposes of this Agreement, the “Restricted Period” shall be the period beginning on the Grant Date and ending on the dates indicated below with respect to the percentage of shares specified in the following schedule:

	Percentage of Option shares awarded
Date	for which the Restricted Period ends:
November 16, 2005	25%
November 16, 2006	25%
November 16, 2007	25%
November 16, 2008	25%

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Notwithstanding the foregoing, the Restricted Period shall end for all shares awarded hereunder upon a Change-in-Control or upon the Optionee’s termination of employment by reason of death, Disability or Retirement.

If the Optionee exercises this Option for less than all of the shares awarded in Section 1 prior to the date that the Restricted Period has ended for all such shares, shares transferred upon such exercise shall first include any shares for which the Restricted Period has ended and then, to the extent necessary, shares subject to a Restricted Period.

     7. Restrictions on Exercise Right. The Option may not be exercised if such exercise could constitute a violation of any applicable federal, state or other law or regulation.

     8. Rights Not Conferred. The Option shall not be affected by any change in the nature of the Optionee’s employment so long as the Optionee continues to be employed by the Company. Nothing contained in the MIP or in the Option shall confer upon the Optionee any right with respect to continuance of employment by the Company or interfere in any way with the right of the Company to terminate the employment of the Optionee at any time.

     9. Option Not Assignable. The Option is not transferable or assignable, and during the Optionee’s lifetime is exercisable only by the Optionee or by the Optionee’s guardian or legal representative; provided that no provision herein shall prevent the designation of a Beneficiary for the Option in the event of the Optionee’s death. The Optionee shall have none of the rights of a stockholder with respect to the Option shares until full payment of the Option Price and delivery of the certificate or certificates for such shares.

     10. 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 reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation, or any other change in the corporate structure of the Company, the number and kinds of shares subject to the Option and the Option Price shall be proportionately adjusted by the Committee, whose determination shall be conclusive.

     11. Option Subject to MIP. The granting of the Option is being made pursuant to the MIP and the Option shall be exercisable only in accordance with the applicable terms of the MIP. The MIP contains certain definitions, restrictions, limitations and other terms and conditions all of which shall be applicable to this Option. ALL OF THE PROVISIONS OF THE MIP ARE INCORPORATED HEREIN BY REFERENCE AND ARE MADE A PART OF THIS AGREEMENT IN THE SAME MANNER AS IF EACH AND EVERY SUCH PROVISION WERE FULLY SET OUT HEREIN. Should the MIP become void or unenforceable by operation of law or judicial decision, this Agreement shall have no force or effect. Nothing set forth in this Agreement is intended, nor shall any of its provisions be construed, to limit or

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exclude any definition, restriction, limitation, or other term or condition of the MIP as is relevant to this Agreement and as may be specifically applied to it by the Committee. In the event of a conflict in the provisions of this Agreement and the MIP, as a rule of construction the terms of the MIP shall be deemed superior and apply. The Optionee hereby acknowledges receipt of a copy of the MIP.

     12. Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Optionee’s Signature

Optionee’s Name (Print or Type)

Street Address

City, State, Zip Code

Social Security No.                Phone Number

 ANDREW CORPORATION

By:
	Ralph E. Faison
	President and Chief Executive Officer

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EX-10.2

EXHIBIT 10.2

DEFERRED STOCK UNIT AGREEMENT
ANDREW CORPORATION
MANAGEMENT INCENTIVE PROGRAM

     THIS AGREEMENT is made as of the 16th day of November 2004 (the “Grant Date”) between ANDREW CORPORATION, a Delaware corporation (the “Company”), and              (the “Participant”).

     WITNESSETH:

     WHEREAS, the Company adopted the Andrew Corporation Management Incentive Program (the “MIP”) 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 Committee of the Board of Directors of the Company (the “Committee”) has granted the Participant a Deferred Stock Unit Award under the MIP;

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

     1. Grant. The Company hereby grants to the Participant                “Deferred Stock Units.” Each Deferred Stock Unit shall entitle the Participant to one share of Company Common Stock on the vesting date, subject to the terms of the MIP 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 MIP.

     2. Vesting; Termination of Employment. The Deferred 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 Deferred Stock Units shall vest and become nonforfeitable on November 16, 2008, unless forfeited earlier under paragraph (e) below.
(b)	If the Participant’s termination of employment occurs prior to November 16, 2008, by reason of death or Disability, the Deferred Stock Units shall vest and become nonforfeitable on the date of such death or Disability.

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(c)	If the Participant’s termination of employment occurs by reason of Retirement at least six months after the Grant Date, but before November 16, 2008, the Deferred Stock Units shall become vest and become nonforfeitable on such termination of employment.
(d)	Unless forfeited earlier under paragraph (e) below, the Deferred Stock Units shall vest and become nonforfeitable upon a Change in Control.
(e)	Unless the Committee determines otherwise in its sole discretion, if the Participant’s employment with the Company terminates for any reason not specified in paragraphs (a), (b) or (c) next above, all Deferred Stock Units which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.

     3. Settlement of Deferred Stock Units. Deferred Stock Units shall be settled solely in shares of Company Common Stock. As soon as practicable after the vesting date specified in Section 2 above, the Participant shall be transferred one share of Common Stock for each Deferred Stock Unit vesting on such date.

     Notwithstanding the foregoing, the Participant may elect to defer the receipt of shares otherwise payable on the vesting date. Elections to defer are irrevocable by the Participant and must be made on the form provided by the Company. However, the Committee may disregard any deferral election made by a Participant if it determines that, due to changes in law or other circumstances, an election will not operate to defer income tax recognition until the date that shares are received by the Participant.

     If the Participant’s termination of employment occurs prior to the vesting date and by reason of Retirement, Disability (as those terms are defined in the MIP) or death, the Deferred Stock Units shall be fully vested as of the termination date and the resulting shares will be issued in accordance with the plan. Deferred Stock Units shall be forfeited if the Participant’s termination of employment occurs prior to the vesting date and for any reason other than Retirement, Disability or death.

     If the Participant’s termination of employment occurs prior to a deferral election date and by reason of Retirement, Disability or death, any vested Deferred Stock Units will be issued upon the earlier event.

     All Deferred Stock Units, whether vested or unvested, are forfeited if the Participant’s employment is involuntarily terminated for cause and could also be declared forfeited if the Participant or the former Participant competes with the Company or 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

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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.

     4. Dividend Equivalents. On each dividend record date for Common Stock, the Participant shall be credited with dividend equivalents in the form of additional Deferred Stock Units. The amount of additional Deferred Stock Units to be credited shall be equal to the amount of cash or the number of shares of stock dividends that would have been payable to the Participant if each outstanding Deferred Stock Unit on such dividend record date had been a share of issued and outstanding Common Stock. If such dividends are payable in cash, the cash amount will be converted to Deferred Stock Units based on the Market Value of the Common Stock on the date such dividends are paid. Deferred Stock Units received under this Section 4 shall vest and become nonforfeitable in accordance with Section 2 of this Agreement. Deferred Stock Units received under this Section 4 will also be paid out in accordance with the deferral election.

     5. Tax Withholding. This Agreement is subject to all applicable Federal, state and local withholding taxes. The Participant may pay such withholding taxes in cash, in shares of Common Stock having a Market Value equal to the amount of such taxes, by having the Company withhold shares of Common Stock otherwise transferable to the Participant, or in any combination thereof. To the extent provided by the Committee, the Market Value of shares of Common Stock withheld, or shares that have been held by the Participant less than six months that are tendered in payment of withholding, cannot exceed the minimum tax withholding required by law. No shares of Common Stock shall be transferred to the Participant hereunder until such time as all applicable withholding taxes have been satisfied.

     6. Rights Not Conferred. Nothing contained in the MIP 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 Deferred Stock Units until such time, if any, that shares of Common Stock are delivered to the Participant in settlement thereof.

     7. Agreement Not Assignable. This Agreement and the Deferred 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 Deferred 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 reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation, or any other change in the corporate structure of the Company, the number and kinds of shares subject

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to the Deferred Stock Units awarded hereunder shall be proportionately adjusted by the Committee, whose determination shall be conclusive.

     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.

Participant’s Signature

Participant’s Name (Print or Type)

Street Address

City, State, Country, Zip Code

Social Security No.                Telephone Number

ANDREW CORPORATION
By:
	Ralph E. Faison
	President and Chief Executive Officer
	Andrew Corporation

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               DEFERRAL ELECTION

2004 Deferred Stock Unit Award

This form must be completed and returned to Andrew NO LATER THAN August 16, 2006

Name:

Address:

Instructions:

You were awarded Deferred Stock Units on November 16, 2004 under the Andrew Corporation Management Incentive Program (“MIP”). Each Deferred Stock Unit entitles you to a share of Andrew Common Stock on the vesting date subject to the terms of the MIP and the applicable Deferred Stock Unit Agreement. You may elect to defer receipt of all or any portion of the shares of Common Stock that would otherwise be transferred to you on the vesting date until a later date by completing and signing this form.

Deferral Election:

I hereby elect to defer receipt of the following percentage of my Deferred Stock Units until the payment date specified below:

          % of my Deferred Stock Units [insert percentage — must be at least 25%]

Payment Date:

I hereby elect to have the Deferred Stock Units deferred above paid on the date specified below. I understand that my election will be disregarded and my vested Deferred Stock Units will become immediately payable upon certain terminations of employment or upon a Change in Control (as defined in the MIP) as specified in the Deferred Stock Unit Agreement covering these Deferred Stock Units.

Payment Date:
	[specify date — may not be earlier than Nov. 1, 2009.]

Acknowledgment:

I hereby acknowledge that I have read and understand the terms of the MIP and the Deferred Stock Unit Award Agreement. I understand that Andrew may disregard this deferral election if it determines, in its discretion, that due to changes in law or other circumstances, this election will not operate to defer the income tax recognition until the payment date. I further understand that this election is IRREVOCABLE by me.

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EX-10.3

Participant Date

EXHIBIT 10.3

STOCK OPTION AGREEMENT

ANDREW CORPORATION
MANAGEMENT INCENTIVE PROGRAM

     THIS AGREEMENT is made as of the      th day of                     , 200      (the “Grant Date”) between ANDREW CORPORATION, a Delaware corporation (the “Company”), and                                                              (the “Optionee”).

WITNESSETH:

     WHEREAS, the Company adopted the Andrew Corporation Management Incentive Program (the “MIP”) for the purpose of providing incentives to selected key employees by making available to them opportunities to acquire shares of the common stock, $.01 par value, of the Company (the “Common Stock”); and

     WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) considers it desirable and in the best interests of the Company that the Optionee be granted options to purchase Common Stock.

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

     1. Grant. The Company grants to the Optionee the option to purchase                     shares of Common Stock at a price of $                     per share (the “Option Price”), on the terms and subject to the conditions hereinafter set forth (the “Option”).

     2. Duration; Exercise. The duration of the Option shall be for the period beginning on the Grant Date and continuing through the close of business on                     , 20      (the “Option Period”). Except to the extent otherwise provided in Section 3 and Section 6, the manner, time and rate of exercise of the Option shall be in accordance with the terms set forth in Exhibit A.

     3. Right to Exercise in Certain Events. Notwithstanding the provisions of Section 2 and Exhibit A to the contrary, but subject to Section 6, the Option shall be fully exercisable if the Optionee’s employment terminates (1) due to Retirement or Disability (as such terms are defined in the MIP) after not less than six months following the Grant Date, or (2) by reason of death. If the Optionee terminates employment by reason of Retirement or Disability, the Option will be exercisable for three years or, if earlier, until the end of the Option Period. If the Optionee dies while employed by the Company or after terminating by reason of Retirement or Disability, the Option will be exercisable by the Optionee’s Beneficiary until the earliest of one year after death,

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three years after termination due to Retirement or Disability, or the end of the Option Period. The Optionee may designate a person, trust or other entity as the Optionee’s Beneficiary. No such designation, or any revocation or change thereof, is effective unless made in writing on a form provided by the Committee and delivered to the Committee prior to death. If the Optionee fails to properly designate a Beneficiary or the Optionee’s Beneficiary fails to survive the Optionee, then the Optionee’s Beneficiary will be the Optionee’s estate. If the Optionee terminates employment for any reason other than Retirement, Disability or death, the Option will be exercisable (to the extent vested at termination of employment pursuant to Exhibit A) until the earlier of three months after termination of employment or the end of the Option Period. If the Optionee dies during such period, the Optionee’s Beneficiary may exercise the Option (to the extent vested and exercisable on the date of death) until the earlier of one year after death or the end of the Option Period. In the event of a Change-in-Control (as defined in the MIP), the Option shall be fully vested and exercisable during the 90 days immediately thereafter.

     4. Purchase of Option or Option Shares by Company. Following the death of the Optionee, the Company may, but need not, upon the request of the holder of the Option, purchase the Option prior to its exercise at a price equal to the difference between the Market Value, on the date of such request, of the shares of Common Stock then subject to exercise and the Option Price for such shares.

     5. Notice of Exercise. The Option, or any part of it, shall be exercised by written notice directed to the Committee at the following address:

          Compensation Committee of the Board of Directors
          c/o Executive Vice President and Chief Financial Officer
          Andrew Corporation
          10500 West 153rd Street
          Orland Park, Illinois 60462

Such notice must state the Grant Date, the number of shares of Common Stock subject to the grant, and the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied by check, bank draft, money order or other cash payment or by delivery of a certificate or certificates, properly endorsed, for whole shares of Common Stock (provided that any such shares acquired from the Company must have been held by the Optionee for at least six months) equivalent in Market Value on the date of exercise to the Option Price, or by a combination of cash and shares, in full payment of the Option Price for the number of shares specified in the notice. The exercise may be with respect to any one or more shares covered by this Option, reserving the remainder for a subsequent timely exercise. The Company shall make prompt delivery of such shares, provided that if any law or regulation requires the Company to take any action with respect to such shares before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action, and provided further that the Company shall have no obligation to deliver any such certificate unless and until appropriate provision has been made for any withholding taxes in respect of such exercise.

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     6. Termination or Forfeiture of Option. (a) The Committee may forfeit this Option at any time, regardless of whether the Option is vested or unvested at such time (except if the Option has vested pursuant to a Change-in-Control), if the Committee in its sole discretion determines that the Optionee has engaged in any activity in competition with the Company, disclosed or misused the Company’s confidential information or trade secrets, hired Company employees or solicited them to terminate employment with the Company, or engaged in any other activity or conduct that in the Committee’s sole discretion is harmful to the interests of the Company. In addition to the foregoing, the Optionee agrees to pay the Company the amount of any Option gain (net of any income taxes paid thereon) realized by the Optionee from the prior exercise(s) of part or all of this Option during the period beginning one year prior to the date of the Optionee’s termination of employment and ending one year after the Optionee’s termination of employment.

     (b) By accepting this Agreement, the Optionee consents to a deduction by the Company from any amounts that it owes the Optionee pursuant to this Agreement or any other plan, contract or agreement, to the extent of any amount that the Optionee may owe the Company under subsection (a) above. Whether or not the Company elects to make any such deduction, if the Company does not recover the full amount owed by the Optionee, the Optionee agrees to immediately pay the unpaid balance to the Company. The Company shall not be liable for any loss incurred by the Optionee with respect to the exercise of the Option due to the decrease of the Common Stock’s Market Value pending final determination by the Committee of whether the Optionee has engaged in any activity described in subsection (a) above.

     (c) The Option may not be exercised if such exercise could constitute a violation of any applicable federal, state or other law or regulation.

     7. Rights Not Conferred. The Option shall not be affected by any change in the nature of the Optionee’s employment so long as the Optionee continues to be employed by the Company. Nothing contained in the MIP or in the Option shall confer upon the Optionee any right with respect to continuance of employment by the Company or interfere in any way with the right of the Company to terminate the employment of the Optionee at any time.

     8. Option Not Assignable. The Option is not transferable or assignable, and during the Optionee’s lifetime is exercisable only by the Optionee or by the Optionee’s guardian or legal representative; provided that no provision herein shall prevent the designation of a Beneficiary for the Option in the event of the Optionee’s death. The Optionee shall have none of the rights of a stockholder with respect to the Option shares until full payment of the Option Price and delivery of the certificate or certificates for such shares.

     9. 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 reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation, or any other change in the corporate structure of the Company, the number and kinds of shares subject

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to the Option and the Option Price shall be proportionately adjusted by the Committee, whose determination shall be conclusive.

     10. Option Subject to MIP. The granting of the Option is being made pursuant to the MIP and the Option shall be exercisable only in accordance with the applicable terms of the MIP. The MIP contains certain definitions, restrictions, limitations and other terms and conditions all of which shall be applicable to this Option. ALL OF THE PROVISIONS OF THE MIP ARE INCORPORATED HEREIN BY REFERENCE AND ARE MADE A PART OF THIS AGREEMENT IN THE SAME MANNER AS IF EACH AND EVERY SUCH PROVISION WERE FULLY SET OUT HEREIN. Should the MIP become void or unenforceable by operation of law or judicial decision, this Agreement shall have no force or effect. Nothing set forth in this Agreement is intended, nor shall any of its provisions be construed, to limit or exclude any definition, restriction, limitation, or other term or condition of the MIP as is relevant to this Agreement and as may be specifically applied to it by the Committee. In the event of a conflict in the provisions of this Agreement and the MIP, as a rule of construction the terms of the MIP shall be deemed superior and apply. The Optionee hereby acknowledges receipt of a copy of the MIP.

     11. Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Optionee’s Signature

Optionee’s Name (Print or Type)

Street Address

City, State, Zip Code

Social Security No.           Phone Number

ANDREW CORPORATION
By:
	F. L. English
	Chairman, President and Chief Executive Officer

4

EXHIBIT A

     This Option to purchase shares must be exercised no later than                      20      or the Option will expire. From                      200      through                      200      there are certain conditions on the number of shares that may be purchased each year by exercise of the Option. They are:

     0% through                     , 200     ;

     No more than 25% of the total Option may be exercised from                      200      through                      200     ;

     No more than 50% of the total Option may be exercised from                      200      through                      200     ;

     No more than 75% of the total Option may be exercised from                      200      through                      200     ; and

     100% from                      200      through                      20     .