0001193125-05-242719 Sample Contracts

Andrew Corporation 10500 West 153rd Street Orland Park, IL U.S.A. 60462 Tel: (708) 349-3300 http://www. andrew. com
Change-in-Control Agreement • December 14th, 2005 • Andrew Corp • Drawing & insulating of nonferrous wire • Ohio

As we have discussed in the past, we want to eventually have you covered by the same change-in-control agreement that applies to Andrew’s other Group Presidents. To do this, we need to send you notice that your existing severance and change-in-control agreement with Allen Telecom will not be renewed after its current term expires in 2009. At that time, we would replace your Allen agreement with the standard Andrew change-in-control agreement, unless you wish to have the Andrew agreement in place sooner. Obviously, the goal is to keep you covered by a changc-in-control agreement that will give you appropriate protection and security as an Andrew officer.

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