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, 2005

ANDREW CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-14617	36-2092797
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		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:

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

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

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

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

TABLE OF CONTENTS

Performance Cash Agreement

Restricted Stock Unit Agreement

Stock Option Agreement

Item 1.01. Entry into a Material Definitive Agreement

On November 16, 2005, the Compensation and Human Resources Committee approved the Form of Performance Cash Agreement under Andrew Corporation’s Management Incentive Plan, the Form of Restricted Stock Agreement under Andrew Corporation’s Long-Term Incentive Plan, and the Form of Stock Option Agreement under Andrew Corporation’s Long-Term Incentive program. Copies of these Agreements are attached hereto as exhibits and are hereby incorporated by reference.

The Management Incentive Plan provides for performance-based incentive compensation to officers and other key employees of the company. The Performance Cash Agreement calls for a cash award subject to the attainment of the participant’s performance goals. Those awards shall be subject to the terms and conditions of the Management Incentive Plan and this Agreement.

The Long-Term Incentive Plan provides certain employees, consultants and non-employee members of the board of directors with the opportunity to receive stock-based and other long-term grants, including stock options, stock appreciation rights, restricted stock awards, performance awards and other stock awards. The Restricted Stock Unit Agreement states that each vested Restricted Stock Unit shall entitle the participant to one share of common stock, $0.01 par value, of the Company, subject to the terms of the Long-Term Incentive Plan and this Agreement. The Stock Option Agreement states that the Company grants to the Optionee an option to purchase shares of common stock, subject to the terms of the Long-Term Incentive Plan and this Agreement.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

10.1	PERFORMANCE CASH AGREEMENT
10.2	RESTRICTED 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, 2005	By:	/s/ Marty Kittrell
		Marty Kittrell
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

PERFORMANCE CASH AGREEMENT
ANDREW CORPORATION
MANAGEMENT INCENTIVE PLAN

     THIS AGREEMENT is made as of the                      day of                                          2005 between ANDREW CORPORATION, a Delaware corporation (the “Company”), and                                          (the “Participant”).

WITNESSETH:

     WHEREAS, the Company adopted the Andrew Corporation Management Incentive Plan (the “MIP”) for the purpose of providing performance-based incentives to selected key employees; and

     WHEREAS, the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) has granted the Participant a Performance Cash Award under Section 6 of the MIP;

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

     1. Award. The Company hereby awards to the Participant a “Performance Cash Award” in an amount equal to                     % of his/her annual base salary as of the date of payment, subject to attainment of the Performance Goal set forth in Section 2. This Award shall be subject to the terms and conditions 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. Performance Goal and Vesting. Subject to Section 3, the Performance Cash Award shall vest and become payable if, as of any Measurement Date during the Performance Period, the Performance Goal has been attained. If the Performance Goal is not attained by the last day of the Performance Period, no amount shall be payable to any person under this Agreement. For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Cumulative Free Cash Flow” means the cumulative dollar amount of the Company’s net operating cash flow less adjusted expenditures during the Performance Period, as determined in accordance with the Company’s normal accounting practices.

(b)	“Measurement Date” means each of September 30, 2007, September 30, 2008, and September 30, 2009.
(c)	“Performance Goal” means Cumulative Free Cash Flow of at least $       million.
(d)	“Performance Period” means the period beginning October 1, 2005 and ending September 30, 2009.
(e)	“Vesting Date” means the date of the Committee’s first regularly scheduled meeting following the Measurement Date, if any, at which the Committee certifies that the Performance Goal under this Section 2 has been attained.

     The Committee, in its sole and absolute discretion, shall determine the extent to which the Performance Goal has been met and may determine whether and to what extent to exclude extraordinary or non-recurring items. Further, the Committee may, in its sole discretion, increase or reduce the amount of the Performance Cash Award; provided, however, in the case of a Covered Employee (as defined in the MIP), the Committee may reduce but may not increase the amount of the Performance Cash Award, and may not waive the achievement of the Performance Goal, except as provided in the case of death or Disability, as described in Section 3(b)(ii) below, or as the Committee may provide upon certain events, as set forth in the MIP.

3.	Termination of Employment Prior to Vesting Date.
(a)	Termination of Employment for Reasons other than Death, Disability or Retirement. If, prior to the Vesting Date, a Participant terminates employment for any reason other than death, Disability or Retirement the Participant’s Performance Cash Award shall be forfeited as of such termination date.
(b)	Death, Disability or Retirement. If a Participant terminates employment by reason of death, Disability or Retirement prior to the end of the Performance Period, and prior to the Vesting Date, then the Participant’s Performance Cash Award shall not be forfeited. Instead, the Performance Cash Award may vest as follows:

(i) Upon Retirement of a Participant, the Performance Cash Award will vest upon the Measurement Date in the Performance Period that the Performance Goal is attained, if any, and payment shall be made to the Participant (or his or her designated beneficiary or estate, if applicable) at the same time Performance Cash Award payments are made to other Participants for the Performance Period. If the Performance Goal is not attained by the end of the Performance Period, the Performance Cash Award shall be forfeited. For purposes of this Agreement, “Retirement” means the termination of a Participant’s employment with the Company and its affiliates for retirement purposes if such termination occurs (A) on or after his or her sixty-fifth birthday; or (B) on or after his or her fifty-fifth birthday with the written consent of the Chief Executive Officer of

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the Company or, in the case of the Chief Executive Officer’s retirement, with the consent of the Committee.

(ii) Upon the death or Disability of a Participant, the targeted Performance Cash Award shall vest as of the date of such death or Disability (without regard to whether the Performance Goal has been met) and payment shall be made to the Participant or his or her designated beneficiary or estate, if applicable. For purposes of this Agreement, “Disability” means that a Participant is eligible for Social Security disability benefits or disability benefits under the Company’s long-term disability plan, based upon a determination by the Committee that the condition arose prior to termination of employment.

     4. Change in Control. In the event of a Change in Control (as defined below) prior to the last day of the Performance Period, all outstanding Performance Cash Awards which have not previously been forfeited or vested shall become fully vested and payable as if the Performance Goal set forth in Section 2 had been attained as of the date of such Change in Control.

     For purposes of this Agreement, a “Change in Control” means the happening of any of the following events:

(a)	the merger or consolidation of the Company with any other corporation following which the holders of the Company’s Common Stock immediately prior thereto hold less than 60% of the outstanding Common Stock of the surviving or resulting entity;
(b)	the sale of all or substantially all of the assets of the Company to any person or entity other than a wholly-owned subsidiary;
(c)	any person or group of persons acting in concert, or any entity, becomes the beneficial owner, directly or indirectly, of more than 20% of the Company’s outstanding Common Stock, other than an acquisition of more than 20%, in one or more transactions, of the Company’s outstanding Common Stock by (i) a passive institutional investor where such investor is eligible pursuant to Rule 13d-1(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) to, and does, file a report of ownership on Schedule 13G with the Securities and Exchange Commission, (ii) a trustee or other fiduciary of an employee benefit plan maintained by the Company, or (iii) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Company;
(d)	those individuals who, as of the close of the most recent annual meeting of the Company’s stockholders, are members of the Board (the “Existing Directors”) cease for any reason to constitute more than 50% of the Board. For purposes of the foregoing, a new director will be considered an Existing Director if the

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election, or nomination for election by the Company’s stockholders, of such new director was approved by a vote of a majority of the Existing Directors. No individual shall be considered an Existing Director if such individual initially assumed office as a result of either an actual or threatened election contest subject to Rule 14a-11 under the Exchange Act or other actual or threatened solicitation of proxies by or on behalf of anyone other than the Board of Directors, including by reason of any agreement intended to avoid or settle any election proxy contest; or

(e) the stockholders of the Company adopt a plan of liquidation.

     5. Settlement of Performance Cash Award. The Performance Cash Award shall be settled as a lump-sum cash payment, or, in the Company’s sole discretion, as shares of Common Stock.

     6. Tax Withholding. This Agreement is subject to all applicable Federal, state, local, domestic, or foreign withholding taxes. The Company may withhold cash (or Common Stock, if the Performance Cash Award is paid in such form) in an amount sufficient to satisfy such withholding requirements. Alternatively, if the Performance Cash Award is paid in the form of Common Stock, the Company may require the Participant to pay the Company, in cash, an amount sufficient to satisfy such withholding requirements.

     7. 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 any Performance Cash Award made in the form of Common Stock until such time that shares of Common Stock are delivered to the Participant in settlement thereof.

     8. Agreement Not Assignable. This Agreement and the Performance Cash Award hereunder may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant except by will or the laws of descent and distribution.

     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.

Via On-Line Acceptance

Participant’s Signature

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

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EX-10.2

Exhibit 10.2

RESTRICTED STOCK UNIT AGREEMENT
ANDREW CORPORATION
LONG-TERM INCENTIVE PLAN

     THIS AGREEMENT is made as of the                      day of                                         , 2005 between ANDREW CORPORATION, a Delaware corporation (the “Company”), and                                                              (the “Participant”).

WITNESSETH:

     WHEREAS, the Company adopted the Andrew Corporation Long-Term Incentive Plan (the “LTIP”) 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 and Human Resources Committee of the Board of Directors of the Company (the “Committee”) has granted the Participant a Restricted Stock Unit Award under Section 10 of the LTIP;

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

     1. Grant. The Company hereby grants to the Participant an award of “Restricted Stock Units” as specified in the “Award Schedule” attached as Exhibit A hereto. Each vested Restricted Stock Unit shall entitle the Participant to one share of common stock, $0.01 par value, of the Company (a “Share”), subject to the terms of the LTIP 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 LTIP.

     2. Vesting; Termination of Employment. The Restricted 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 Restricted Stock Units awarded hereunder shall vest and become nonforfeitable on the Vesting Date (as defined in Exhibit A), based upon the level of achievement of the performance goals set forth in Exhibit A, unless vested earlier under paragraphs (c) or (d) below, or forfeited earlier under paragraph (b) or subparagraph (c)(i) below.
(b)	Unless the Committee determines otherwise in its sole discretion, if the Participant’s employment with the Company terminates for any reason other than

death, Disability or Retirement prior to the Vesting Date, all Restricted Stock Units shall be permanently forfeited on such termination date.

(c) If the Participant’s termination of employment occurs prior to the Vesting Date by reason of death, Disability or Retirement, then the Participant’s Restricted Stock Units shall not be forfeited as of such termination date. Instead, the Restricted Stock Units awarded may vest as follows:

(i)	Upon Retirement and subject to subparagraph (iii) below, the number of Restricted Stock Units vesting on the Vesting Date, if any, shall be determined in accordance with Exhibit A and, to the extent any Restricted Stock Units become vested on such date, Shares shall be transferred to the Participant (or his or her Beneficiary or estate, if applicable) at the same time Shares are transferred to other Participants who have Restricted Stock Units vesting on such Vesting Date. If the performance goal is not attained by the end of the Performance Period, the Restricted Stock Units shall be forfeited.
(ii)	Upon death or Disability and subject to subparagraph (iii) below, the Target Base RSUs set forth in Exhibit A shall become vested on such date and shall be transferred to the Participant (or his or her Beneficiary or estate, if applicable) as soon as practicable after such date.
(iii)	If the Participant’s termination of employment due to death, Disability, or Retirement occurs on or after the Measurement Date, but prior to the Vesting Date, the Participant shall receive the number of Restricted Stock Units he or she would have received (determined in accordance with Exhibit A) had he or she continued to be employed until the Vesting Date.

(d) Unless forfeited earlier under paragraph (b) or subparagraph (c)(i) above, the Target Base RSUs shall vest and become nonforfeitable upon a Change in Control.

     All Restricted Stock Units shall be forfeited if the Participant’s employment is involuntarily terminated for cause and could also be declared forfeited if the Participant 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 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.

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     3. Settlement of Restricted Stock Units. Restricted Stock Units shall be settled solely in Shares of Company common stock. As soon as practicable after the Measurement Date, the Participant shall be transferred one Share of common stock for each Restricted Stock Unit vesting on such date.

     4. Tax Withholding. This Agreement is subject to all applicable Federal, state, local, domestic, or foreign withholding taxes. The Company may require the Participant to pay the Company an amount sufficient to satisfy such withholding requirements in cash or Shares. Alternatively, the Company may withhold cash or Shares due or to become due under this Agreement.

     6. Rights Not Conferred. Nothing contained in the LTIP 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 Restricted Stock Units until such time, if any, that Shares are delivered to the Participant in settlement thereof.

     7. Agreement Not Assignable. This Agreement and the Restricted 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 Restricted 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 merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin-off, combination, repurchase or exchange of shares or other securities of the Company, or similar corporate transaction, the number and kinds of shares subject to the Restricted Stock Units awarded hereunder shall be proportionately adjusted by the Committee, whose determination shall be conclusive, provided that any fractional share resulting from an adjustment hereunder shall be rounded to the nearest whole number.

     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.

Via On-line Acceptance

Participant’s Signature

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

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EXHIBIT A

2005 Restricted Stock Unit Award

Participant Name:                                                                                

Base Restricted Stock Units (“Base RSUs”) Awarded:                                        

     Subject to Section 2 of this Agreement, the Restricted Stock Units awarded under this Agreement shall vest on the Vesting Date, in accordance with the following schedule:

	Threshold Goal		Target Goal		Maximum Goal
Return on Invested Capital		___%		___%		___%
Resulting Payout*		75%		100%		125%
	of Base RSUs		of Base RSUs		of Base RSUs
	Vesting		Vesting		Vesting

* If the Threshold Goal is not attained as of the Measurement Date, the resulting payout percentage shall be zero. In no event shall the resulting payout percentage exceed 125%, regardless of actual achievement beyond the stated performance goals. The resulting payout percentage shall be adjusted, pro rata, to reflect performance between Threshold and Target, and Target and Maximum. The Committee, in its sole and absolute discretion, shall determine the extent to which the performance goal has been met and may determine whether and to what extent to exclude extraordinary or non-recurring items.

For purposes of this Exhibit A, the following terms shall have the following meanings:

“Measurement Date” shall mean September 30, 2008.

“Performance Period” means the period beginning October 1, 2005 and ending on the Measurement Date.

“Return on Invested Capital” shall mean the Company’s (i) net income for fiscal year 2008, divided by (ii) invested capital (debt + equity) for fiscal year 2008, determined in accordance with the Company’s normal accounting practices.

“Vesting Date” means the date of the Committee’s first regularly scheduled meeting following the Measurement Date at which the Committee certifies the level of attainment of the performance goals.

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EX-10.3

Exhibit 10.3

STOCK OPTION AGREEMENT
ANDREW CORPORATION
LONG TERM INCENTIVE PROGRAM

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

WITNESSETH:

          WHEREAS, the Company adopted the Andrew Corporation Long Term Incentive Plan (the “LTIP”) 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 $______ 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 _______________ (the “Option Period”). Except to the extent otherwise provided in Section 3 and Section 6, this Option may be exercised with respect to 25% of the shares of Common Stock awarded hereunder on each of the first, second, third and fourth anniversaries of the Grant Date.

     3. Right to Exercise in Certain Events. Notwithstanding the provisions of Section 2 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 LTIP) 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 (as defined in the LTIP) 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

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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 LTIP), 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 Fair 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, may be exercised electronically in accordance with the on-line procedures established by our stock option administrator. Information regarding the electronic exercise process is available at www.retireonline.com or by contacting JP Morgan at 800-345-2345.

     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 Fair Market Value pending final determination by the Committee of whether the Optionee has engaged in any activity described in subsection (a) above.

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     (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 LTIP 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. 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.

     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.

     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 merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin-off, combination, repurchase or exchange of shares, or similar corporate transaction, 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; provided that any fractional share resulting from an adjustment hereunder shall be rounded to the nearest whole number.

     10. Option Subject to LTIP. The granting of the Option is being made pursuant to the LTIP and the Option shall be exercisable only in accordance with the applicable terms of the LTIP. The LTIP 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 LTIP 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 LTIP 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 LTIP 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 LTIP, as a rule of construction the terms of the LTIP shall be deemed superior and apply. The Optionee hereby acknowledges receipt of a copy of the LTIP.

     11. 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.

Via On-Line Acceptance

Optionee’s Signature

ANDREW CORPORATION

By:
	Ralph E. Faison President and Chief Executive Officer

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