(b) the Participant’s Separation from Service occurs on or after the later of his Vesting Date or his Early Retirement Date;(ii) It is further understoodthat the Participant shall be reasonably compensated for such services in an amount to be then agreed upon, and he shall be reimbursed for all expenses incurred in performing such services. An outstanding Award shall not be deemed to be “adversely affected” by an amendment,modification, or termination of the Plan if such amendment, modification, or termination would not reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of suchamendment, modification, or termination (with the per-share value of an Option for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment, modification, or termination over the exercise priceof such Option). (e) the Participant experiences an involuntary Separation from Service with the Company on or after his Vesting Datefor reasons other than for Cause; or(y) “Retirement” shall mean (i) retirement at or after age 55 and the completion of 10 years of service with the Companyor any of its Subsidiaries, (ii) retirement at or after age 65 or (iii) early retirement with the prior written approval of the Company.NOW, THEREFORE, in consideration of the mutual promises and covenants hereincontained, the parties hereto agree as follows:assigned by Employee. At CommScope we push the boundaries of communications technology to create the world’s most advanced networks. (ii) Optionee’s engaging in any other act of dishonesty, fraud, intentionalmisrepresentation, material misconduct, moral turpitude (not involving a traffic offense), illegality or harassment which would, in the Company’s reasonable judgment; (A) materially adversely affect the business or the reputation of theCompany or any of its subsidiaries with their respective current or prospective customers, suppliers, lenders and/or other third parties with whom such entity does or might do business, (B) expose the Company or any of its subsidiaries tomaterial damages, liabilities or penalties or (C) expose the Company or any of its subsidiaries to criminal liabilities or penalties;A Grantee shall not, by reason of any Award (other than restricted Stock), have any right as a stockholder of the Company with respect to theshares of Stock which may be deliverable upon exercise or payment of such Award until such shares have been delivered to him. (b) No termination, amendment, or modificationof the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant affected thereby. Anytermination, whether in whole or in part, shall not affect any Award then outstanding under the Plan. Nothing contained in this paragraph shall be construed as prohibiting the Company from pursuing any other remedies available to it for any breach orthreatened breach, including, without limitation, the recovery of money damages, attorneys’ fees and costs. (d) determine the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;(a) no such amendment, modification, suspension or termination shall impair or adversely alter any Options or Awards theretofore granted underthe Plan, except with the consent of the Participant, nor shall any amendment, modification, suspension or termination deprive any Participant of any Shares which he or she may have acquired through or as a result of the Plan;require that an appropriate legend be placed on Share certificates. (ii) Before the grant of any shares of restricted Stock, the Committee shall determine, in its discretion:(c) An Option shall be considered exercised on the date written notice is mailed1.