FORM OF COMMSCOPE, INC. 2006 LONG TERM INCENTIVE PLAN EMPLOYEE PERFORMANCE SHARE UNIT AWARD AGREEMENT (WITH RELATED DIVIDEND EQUIVALENT RIGHTS)

FORM OF

COMMSCOPE, INC.

2006 LONG TERM INCENTIVE PLAN

EMPLOYEE PERFORMANCE SHARE UNIT AWARD AGREEMENT

(WITH RELATED DIVIDEND EQUIVALENT RIGHTS)

THIS AGREEMENT, made as of the ____ day of ________, 2009 (the “ Date of Grant ”), between CommScope, Inc., a Delaware corporation (the “ Company ”), and ____________ (the “ Grantee ”).

WHEREAS, the Company has adopted the CommScope, Inc. 2006 Long-Term Incentive Plan (the “ Plan ”) in order to provide an additional incentive to certain employees and directors of the Company and its Subsidiaries; and

WHEREAS, the Committee responsible for the administration of the Plan has determined to grant performance share units to the Grantee as provided herein;

NOW, THEREFORE, the parties hereto agree as follows:

1.             Grant.

1.1           The Company hereby grants to the Grantee an award (the “ Award ”) of ___ performance share units (the “ Performance Share Units ”) and _____ dividend equivalent rights (the “ Dividend Equivalent Rights ”), each Performance Share Unit to be accompanied by one (1) related Dividend Equivalent Right.  The Performance Share Units and Dividend Equivalent Rights granted pursuant to the Award shall be subject to the execution and return of this Agreement by the Grantee (or the Grantee’s estate, if applicable) to the Company.  Subject to the terms of this Agreement, each Performance Share Unit represents the right to receive one (1) Share at the time and in the manner set forth in Section 7 hereof.

1.2            Each Dividend Equivalent Right represents the right to receive all of the cash dividends that are or would be payable with respect to the Share represented by the Performance Share Unit to which the Dividend Equivalent Right relates.  With respect to each Dividend Equivalent Right, any such cash dividends shall be paid on the Vesting Date.  The Dividend Equivalent Rights shall be subject to the same terms and conditions applicable to the Performance Share Units, including, without limitation, the forfeiture and vesting provisions contained in Sections 2 through 4, inclusive, of this Agreement.  In the event that a Performance Share Unit is forfeited pursuant to Section 3 hereof, the related Dividend Equivalent Right shall also be forfeited.

1.3               This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

2.              Vesting .

2.1           Except as provided in Sections 3 and 4 hereof, the Performance Share Units granted hereunder with respect to which the Performance Goals (as defined below) set forth in Section 2.2 have been satisfied will vest on the third (3 ^rd ) anniversary of the Date of Grant (the “ Vesting Date ”) provided the Grantee has remained in continuous employment from the Date of Grant to the Vesting Date.

2.2           The following table sets forth the percentage of Performance Share Units  granted hereunder with respect to which the Performance Goals will be satisfied based on the Operating Income (the “ Performance Goals ”) for fiscal year 2009 (the “ Performance Year ”):

The percentage of Performance Share Units with respect to which the Performance Goals have been satisfied is determined by using a straight line interpolation rounded to the nearest whole number of Performance Share Units between 50% and 100% or between 100% and 150%, as applicable, depending on the Operating Income attained.

For purposes of this Agreement, “Operating Income” shall mean: “Operating Income (Loss),” as such item appears on the Company's Consolidated Statements of Operations for 2009, increased or reduced by each of the following to the extent that any such item is used to determine “Operating Income (Loss)”: (1) impairment charges for goodwill or other long lived assets including fixed assets and investments; (2) any acquisition or divestiture related expenses, gains or losses, including one-time start up and transition costs, amortization of any inventory related fair value adjustments, in process research and development write-offs, and other business acquisition purchase accounting adjustments; (3) any gains or losses on disposal of long lived assets including property, plant and equipment; (4) any restructuring costs; (5) amortization of purchased intangible assets; and (6) any income or charges related to the litigation with TruePosition, Inc.  In addition, adjustments shall be made with respect to this determination to reflect any change in accounting standards that affect the calculation of Operating Income (Loss) as reflected on the Company's Consolidated Statements of Operations for 2009.

The Award will terminate as to any and all Performance Share Units with respect to which Performance Goals have not been satisfied as of the end of the Performance Year.

3.              Termination of Employment .

3.1            Death or Disability .  In the event of the Grantee’s death or Disability (i) during the Performance Year, 100% of the Award shall become immediately vested without regard to satisfaction of the Performance Goals, and (ii) following the completion of the Performance Year but prior to the Vesting Date, the number of Performance Share Units with respect to which the Performance Goals were satisfied for the Performance Year in accordance with Section 2, if any, shall become immediately vested.

3.2            Retirement .  In the event that (i) the Grantee has completed 10 years of service for the Company, a Subsidiary or a Division, and the Grantee’s employment is terminated prior to the Vesting Date as a result of the Grantee’s voluntary retirement after attainment of age 55, or (ii) the Grantee’s employment is terminated prior to the Vesting Date as a result of the Grantee’s voluntary retirement after attainment of age 65, the “Pro Rata Portion” (as defined below) of the Award shall remain outstanding and the Pro Rata Portion of the number of Performance Share Units with respect to which the Performance Goals were satisfied for the Performance Year in accordance with Section 2, if any, will vest on the Vesting Date, provided the Grantee complies with the post-employment covenants described in Exhibit A , and the remainder of the Award shall immediately be forfeited.  In the event of a breach by the Grantee of any of the post-employment covenants described in Exhibit A hereto, the entire Award shall immediately be forfeited.  The “Pro Rata Portion” shall be equal to a fraction (not to exceed one), the numerator of which is the number of whole calendar months between the Date of Grant and the Grantee’s date of retirement and the denominator of which is 36 (rounded to the nearest thousandth).

                      3.3            Cause .  In the event the Grantee’s employment is terminated for Cause prior to the Vesting Date, the Award shall immediately be forfeited.  For purposes of this Agreement, “Cause” shall mean (i) in the case of a Grantee whose employment with the Company, a Subsidiary or a Division is subject to the terms of an employment agreement which includes a definition of “Cause,” the meaning set forth in such employment agreement during the period that such employment agreement remains in effect; and (ii) in all other cases, (a) the Grantee’s failure or refusal to perform such Grantee’s substantive duties or to follow the lawful directives of the Board or the board of directors of a Subsidiary, as applicable (or of any superior officer of the Company, a Subsidiary or a Division having direct supervisory authority over such Grantee); (b) the commission of an act of fraud, theft, breach of fiduciary obligation with respect to the Company, a Subsidiary or a Division or a violation of any material policies of the Company, a Subsidiary or a Division, as applicable, of which the Grantee has had prior notice; (c) dishonesty, willful misconduct, or gross negligence in the performance of any substantive duties; or (d) the indictment for, or conviction of or plea of guilty or nolo contendere to any felony (whether or not involving the Company, a Subsidiary or a Division).

3.4            Other Termination of Employment .  If the employment of the Grantee is terminated (including the Grantee’s ceasing to be employed by a Subsidiary or a Division as a result of the sale of such Subsidiary or Division or an interest in such Subsidiary or Division) prior to the Vesting Date under any circumstance other than those set forth in Section 3.1, Section 3.2 and Section 3.3, the Award shall immediately be forfeited.

4.              Effect of Change in Control .

Notwithstanding anything contained in this Agreement to the contrary, in the event of a Change in Control: (i) at any time during the Performance Year, 100% of the Award shall become immediately vested, without regard to satisfaction of the Performance Goals, and (ii) following the completion of the Performance Year but prior to the Vesting Date, the number of Performance Share Units with respect to which the Performance Goals were satisfied for the Performance Year in accordance with Section 2, if any, shall become immediately vested.

5.              Non-transferability .

The Award may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated.

6.              No Right to Continued Employment .

Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the Grantee any right with respect to continuance of employment by the Company, any Subsidiary or any Division, nor shall this Agreement or the Plan interfere in any way with the right of the Company, any Subsidiary or any Division to terminate the Grantee’s employment therewith at any time.

7.              Issuance of Shares .

Except as provided in the following sentence, on the Vesting Date, or as soon thereafter as administratively practicable (but in no event later than 2 ½ months after the Vesting Date occurs), the Company shall issue Shares to the Grantee (or, if applicable, the Grantee’s estate) with respect to Performance Share Units that become vested (A) on the Vesting Date, (B) pursuant to Section 3.1 by reason of the Grantee’s Disability that does not constitute a Section 409A Disability (as defined below) or (C) pursuant to Section 4 by reason of a Change in Control that does not constitute a Section 409A Change in Control (as defined below).  Shares with respect to Performance Share Units that become vested (A) pursuant to Section 3.1 by reason of the Grantee’s death, (B) pursuant to Section 3.1 by reason of the Grantee’s Disability that constitutes a “disability” within the meaning of Section 409A of the Code and the regulations and interpretive guidance issued thereunder (a “ Section 409A Disability ”) or (C) pursuant to Section 4 by reason of a Change in Control which also constitutes a change in control or effective control of the Company or a change in the ownership of a substantial portion of its assets, in each case within the meaning of Section 409A of the Code and the regulations and interpretive guidance issued thereunder (a “ Section 409A Change in Control ”), shall be issued upon the date such Performance Share Units become vested, or as soon thereafter as administratively practicable (but in no event later than 2 ½ months after the date the Performance Share Unit becomes vested).  Notwithstanding anything to the contrary contained herein, no Shares may be transferred to any person other than the Grantee unless such other person presents docume