ROHN INDUSTRIES INC
EMPLOYMENT AGREEMENT--BRINKER
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>a2042549zex-10_2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT--BRINKER
<TEXT>

<PAGE>

                              EMPLOYMENT AGREEMENT


                  THIS EMPLOYMENT AGREEMENT, dated as of April 10, 2000 (this
"AGREEMENT"), is entered into by and between ROHN Industries, Inc., a Delaware
corporation (the "COMPANY"), and David G. Brinker (the "EXECUTIVE").

                  WHEREAS, the Executive has been and is presently employed by
the Company;

                  WHEREAS, the Executive has developed an intimate knowledge of
the business affairs of the Company and possesses skills and experience that are
of value to the Company; and

                  WHEREAS, the Company desires to secure the continued services
and employment of the Executive on behalf of the Company and the Executive is
willing to render such services on the terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereto agree as follows:

                  1. EMPLOYMENT TERM. Subject to the terms and provisions of
this Agreement, the Company hereby agrees to employ the Executive, and the
Executive hereby agrees to be employed by the Company, for the period
commencing on the date of this Agreement and ending on the third anniversary
of the date of this Agreement, unless terminated sooner as hereinafter
provided (the "EMPLOYMENT TERM").

                  2. DUTIES. During the Employment Term the Executive shall
serve as Vice President-Tower Operations Engineering of the Company, and
shall perform such duties, services and responsibilities on behalf of the
Company and its subsidiaries as may be determined from time to time by the
President and the Board of Directors of the Company (the "Board") and shall
have the authority commensurate with such position. In performing his duties
hereunder, the Executive will report directly to the President or to such
person as designated by the President. The Executive shall devote his full
business time, attention and skill to the performance of such duties,
services and responsibilities, and will use his best efforts to promote the
interests of the Company. The Executive may engage in any civic or charitable
activity or deliver lectures, fulfill speaking engagements or teach at
educational institutions, provided such activities do not materially
interfere with the performance of his duties hereunder.

                  3. COMPENSATION. In full consideration of the performance
by the Executive of the Executive's obligations during the Employment Term
(including any services by the Executive as an officer, director, employee or
member of any committee

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of any subsidiary or affiliate of the Company, or otherwise on behalf of
Company), the Executive shall be compensated as follows:

                     (a) BASE SALARY. Effective January 1, 2000, The
Executive shall receive a base salary (the "BASE SALARY") at an annual rate
of $145,000 per year, subject to review by the President from time to time in
the President's sole discretion, PROVIDED, HOWEVER, that if the Executive is
fully performing his job duties in a satisfactory manner the Executive's Base
Salary shall be increased to $155,000 on January 1, 2001, and to $165,000 on
January 1, 2002. The Base Salary shall be payable in accordance with the
normal payroll practices of the Company then in effect.

                     (b) SIGNING BONUS. Upon the signing of this Agreement
the Company shall transfer the title and ownership of a 1998 Chevrolet
Suburban, VIN ___________________, to the Executive. The Executive shall be
responsible for any and all taxes and withholdings resulting from this
transfer of ownership.

                     (c) BONUS. During the Employment Term, the Executive
shall be eligible to participate in the Company's annual management incentive
bonus plan, under which the target annual bonus opportunity available to the
Executive shall be equal to 25% of the Base Salary. At the sole discretion of
the Compensation Committee of the Board, all or a portion of the bonus
payable, if any, to the Executive may be paid in shares of the Company's
common stock (the "COMMON STOCK").

                     (d) BENEFITS. During the Employment Term, the Executive
shall be entitled to participate in any employee benefit plans, policies or
programs that are provided generally to employees of the Company as such
plans, policies or programs may be in effect from time to time.

                     (e) VACATIONS. During the Employment Term, the Executive
shall be entitled to the number of paid vacation days in each calendar year
determined by the Company in accordance with the Company's policies in effect
from time to time.

                     (f) TAXES. The Executive shall be solely responsible for
taxes imposed on the Executive by reason of any compensation and benefits
provided under this Agreement and all such compensation and benefits shall be
subject to applicable withholding taxes.

                  4. TERMINATION. The Executive's employment with the Company
hereunder and the Employment Term shall terminate upon the occurrence of any
of the following events (the date of termination, the "TERMINATION DATE"):

                     (a) DEATH. The death of the Executive.

                     (b) DISABILITY. The termination of employment by
the Company


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for Disability upon thirty (30) days written notice to the Executive,
provided the Executive has not returned to work on a full-time, permanent
basis prior to the end of such thirty (30) day period.

                     (c) CAUSE. The termination of employment by the Company
for Cause. The Executive's termination for Cause shall be effective upon
delivery of written notice specifying the matter or matters the Company deems
to constitute Cause.

                     (d) WITHOUT CAUSE. The termination of employment by the
Company other than for Cause or Disability.

                     (e) GOOD REASON. The termination of employment by the
Executive for Good Reason; provided, however that (i) the Executive must
deliver a notice of termination within sixty (60) days after the occurrence
of the event(s) constituting Good Reason, and (ii) the Company shall have
(30) days following the receipt of the Executive's notice of termination
within which to cure the event(s) identified by the Executive as constituting
Good Reason and, if so cured, Good Reason shall be deemed not to have
occurred.

                     (f) EXPIRATION OF AGREEMENT. The third anniversary of
the date of this Agreement.

                  In the event of termination of the Executive's employment,
for whatever reason (other than death), the Executive agrees to reasonably
cooperate with the Company, its subsidiaries and affiliates for a reasonable
period of time and to be reasonably available to the Company, its
subsidiaries and affiliates with respect to continuing and/or future matters
arising out of the Executive's employment hereunder or any other relationship
with the Company, its subsidiaries and affiliates, whether such matters are
business-related, legal or otherwise.

                  5. TERMINATION PAYMENTS.

                     (a) DEATH OR DISABILITY. If the Executive's employment
with the Company is terminated by reason of the Executive's death, or by the
Company for Disability, the Company's sole obligation hereunder, shall be to
pay the Executive or his estate, as the case may be, the Accrued Compensation
and the Pro Rata Bonus Amount.

                     (b) BY COMPANY FOR CAUSE; BY EXECUTIVE WITHOUT GOOD
REASON. If the Executive's employment with the Company is terminated by the
Company for Cause or by the Executive without Good Reason, or the Executive's
employment hereunder terminates pursuant to SECTION 4(f) of this Agreement,
the Company's sole obligation hereunder shall be to pay the Executive the
Accrued Compensation.


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                     (c) BY COMPANY WITHOUT CAUSE. If the Executive's
employment with the Company is terminated by the Company for any reason other
than Cause or Disability, the Company's sole obligation hereunder shall be to
pay the Executive the Accrued Compensation, the Pro Rata Bonus Amount and, so
long as the Executive is not in violation of the covenants contained in
SECTION 6 hereof, to continue to pay the Executive the Base Salary (at the
rate in effect on the Termination Date) in accordance with the normal payroll
practices of the Company for twelve (12) months following the Termination
Date.

                     (d) GOOD REASON. If the Executive's employment with the
Company is terminated by the Executive for Good Reason, the Company's sole
obligation hereunder shall be to pay the Executive the Accrued Compensation,
the Pro Rata Bonus Amount and to continue to pay the Executive the Base
Salary (at the rate in effect on the Termination Date) in accordance with the
normal payroll practices of the Company, for twelve (12) months following the
Termination Date.

                     (e) NO MITIGATION. In no event shall the Executive be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, nor shall such amounts be reduced by any
earnings or benefits that the Executive may receive from any other source.

                     (f) INTERNAL REVENUE CODE SECTION 280G. Notwithstanding
anything contained in this Agreement to the contrary, to the extent that any
payment or distribution of any type to or for the benefit of the Executive by
the Company, any affiliate of the Company, any person who acquires ownership
or effective control of the Company or ownership of a substantial portion of
the Company's assets (within the meaning of Section 280G of the Internal
Revenue Code (the "Code"), and the regulations thereunder), or any affiliate
of such person, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise (the "Total Payments")
is or will be subject to the excise tax imposed under Section 4999 of the
Code (the "Excise Tax"), then the Total Payments shall be reduced (but not
below zero) if and to the extent that a reduction in the Total Payments would
result in the Executive retaining a larger amount, on an after-tax basis
(taking into account federal, state and local income taxes and the Excise
Tax), than if the Employee received the entire amount of such Total Payments.
Unless the Executive shall have given prior written notice specifying a
different order to the Company to effectuate the foregoing, the Company shall
reduce or eliminate the Total Payments, by first reducing or eliminating the
portion of the Total Payments which are not payable in cash (other than Total
Payments attributable to stock options or other equity awards ("EQUITY
AWARDS")) and then by reducing or eliminating cash payments, in each case in
reverse order beginning with payments or benefits which are to be paid the
latest in time, and then by reducing Equity Awards in the manner which


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will maximize the after-tax benefit to the Executive. Any notice given by the
Executive pursuant to the preceding sentence shall take precedence over the
provisions of any other plan, arrangement or agreement governing the
Executive's rights and entitlements to any benefits or compensation. The
determination of whether the Total Payments shall be reduced pursuant to the
foregoing and the amount of such reduction shall be made, at the Company's
expense, by an accounting firm selected by the Company which is one of the
five largest accounting firms in the United States (other than the Company's
regular independent auditor).

                     (g) For purposes of this SECTION 5, the Executive's
employment shall not be treated as terminated for so long as he is an
employee of the Company or any of its subsidiaries.

                  6. EXECUTIVE COVENANTS.

                     (a) UNAUTHORIZED DISCLOSURE. The Executive agrees and
understands that in the Executive's position with the Company, the Executive
has been and will be exposed to and has and will receive information relating
to the confidential affairs of the Company, its subsidiaries and affiliates,
including but not limited to technical information, intellectual property,
business and marketing plans, strategies, customer information, other
information concerning the products, promotions, development, financing,
expansion plans, business policies and practices of the Company, its
subsidiaries and affiliates, and other forms of information considered by the
Company to be confidential and in the nature of trade secrets ("Confidential
Information"). The Executive agrees that during the Employment Term and
thereafter, the Executive will not disclose such Confidential Information,
either directly or indirectly, to any third person or entity without the prior
written consent of the Company. This confidentiality covenant has no temporal,
geographical or territorial restriction. Upon termination of the Employment
Term, the Executive will promptly supply to the Company, within reasonable
limitations, all property, keys, notes, memoranda, writings, lists, files,
reports, customer lists, correspondence, tapes, disks, cards, surveys, maps,
logs, machines, technical data or any other tangible product or document which
has been produced by, received by or otherwise submitted to the Executive during
or prior to the Employment Term. Any material breach of the terms of this
paragraph shall be considered Cause.

                     (b) NON-COMPETITION. By and in consideration of the
Company's entering into this Agreement and the payments to be made and benefits
to be provided by the Company hereunder, and further in consideration of the
Executive's exposure to the proprietary information of the Company, the
Executive agrees that the Executive will not, during the Employment Term, and
thereafter during the "Non-competition Term" (as defined below), directly or
indirectly, own, manage, operate, join, control, be employed by, or participate
in the ownership, management, operation or control of, or be connected in any
manner with, including but not limited to holding any position as a shareholder,


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director, officer, consultant, independent contractor, employee, partner, or
investor in, any "Restricted Enterprise" (as defined below); PROVIDED, that in
no event shall the ownership of less than 1% of the outstanding equity
securities of any issuer whose securities are registered under the Securities
and Exchange Act of 1934, as amended, standing alone, be prohibited by this
SECTION 6(b). For purposes of this SECTION 6(b), the term "RESTRICTED
ENTERPRISE" shall mean any person, corporation, partnership or other entity that
competes, directly or indirectly, with any business or activity conducted or
proposed to be conducted by the Company or any of its subsidiaries or affiliates
as of the date of the Executive's termination of employment. Following
termination of the Employment Term, upon request of the Company, the Executive
shall notify the Company of the Executive's then current employment status. For
purposes of this Agreement, the "NON-COMPETITION TERM" shall mean the period
beginning on the Termination Date and ending on the second anniversary of such
date. Any material breach of the terms of this SECTION 6(b) shall be considered
Cause. Notwithstanding the foregoing, in the event the Executive's employment
with the Company is terminated following a Change in Control by the Company
without Cause or by the Executive for Good Reason, the Executive shall not be
subject to this SECTION 6(b), and this SECTION 6(b) shall have no force or
effect.

                     (c) NON-SOLICITATION. During the Non-competition Term, the
Executive shall not, and shall not cause any other person to, interfere with or
harm, or attempt to interfere with or harm, the relationship of the Company, any
of its subsidiaries or affiliates with, or endeavor to entice away from the
Company, any of its subsidiaries or affiliates, or hire, any person who at any
time during the Employment Term was an employee or customer of the Company, or
any of its subsidiaries or affiliates. Notwithstanding the foregoing, in the
event the Executive's employment with the Company is terminated following a
Change in Control by the Company without Cause or by the Executive for Good
Reason, the Executive shall not be subject to this SECTION 6(c), and this
SECTION 6(c) shall have no force or effect.

                     (d) REMEDIES. The Executive agrees that any breach of the
terms of this SECTION 6 would result in irreparable injury and damage to the
Company, its subsidiaries and/or affiliates for which the Company, its
subsidiaries and/or affiliates would have no adequate remedy at law; the
Executive therefore also agrees that in the event of said breach or any threat
of breach, the Company, its subsidiaries and/or affiliates, as applicable, shall
be entitled to an immediate injunction and restraining order to prevent such
breach and/or threatened breach and/or continued breach by the Executive and/or
any and all persons and/or entities acting for and/or with the Executive,
without having to prove damages, in addition to any other remedies to which the
Company, its subsidiaries and/or affiliates may be entitled at law or in equity.
The terms of this SECTION 6(d) shall not prevent the Company, its subsidiaries
and/or affiliates from pursuing any other available remedies for any breach or
threatened breach hereof, including but not limited to the recovery of damages
from the Executive. The Executive and the Company


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further agree that the provisions of the covenants contained in this SECTION 6
are reasonable and necessary to protect the businesses of the Company, its
subsidiaries and affiliates because of the Executive's access to Confidential
Information and his material participation in the operation of such businesses.
The Executive hereby acknowledges that due to the global aspects of the
Company's, its subsidiaries' and affiliates' businesses and competitors it would
not be appropriate to include any geographic limitation on this SECTION 6.
Should a court or arbitrator determine, however, that any provision of the
covenants contained in this SECTION 6 are not reasonable or valid, either in
period of time, geographical area, or otherwise, the parties hereto agree that
such covenants should be interpreted and enforced to the maximum extent which
such court or arbitrator deems reasonable or valid.

                  The existence of any claim or cause of action by the Executive
against the Company, its subsidiaries and/or affiliates, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of the covenants contained in this SECTION 6.

                  7. NON-WAIVER OF RIGHTS. The failure to enforce at any time
the provisions of this Agreement or to require at any time performance by any
other party of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement or
any part hereof, or the right of any party to enforce each and every provision
in accordance with its terms.

                  8. NOTICES. Every notice relating to this Agreement shall be
in writing and shall be given by personal delivery, by a reputable same-day or
overnight courier service (charges prepaid), by registered or certified mail,
postage prepaid, return receipt requested or by facsimile to the recipient with
a confirmation copy to follow the next day to be delivered by personal delivery
or by a reputable same-day or overnight courier service; to:

                           If to the Company:        ROHN Industries, Inc.
                                                     6718 West Plank Road
                                                     Peoria, Illinois  61604
                                                     Attention: President

                           If to the Employee:       David G. Brinker
                                                     706 Countryside Dr.
                                                     Metamora, IL 61548

                  Either of the parties hereto may change their address for
purposes of notice by given notice in writing to such other party pursuant to
this SECTION 8. The date of service of such notice shall be the date such notice
is personally delivered, three business days after the date of mailing if sent
by certified or registered mail, two business days


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after the date of delivery to the courier if sent by courier, or the next
business day after the date of transmittal if by facsimile.

                  9. BINDING EFFECT/ASSIGNMENT. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
heirs, executors, personal representatives, estates, successors (including,
without limitation, by way of merger) and assigns. Notwithstanding the
provisions of the immediately preceding sentence, the Executive shall not assign
all or any portion of this Agreement without the prior written consent of the
Company.

                  10. ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, written or oral, between them as to such
subject matter. This Agreement may not be amended, nor may any provision hereof
be modified or waived, except by an instrument in writing duly signed by the
party to be charged. This Agreement is not intended to limit or restrict any
other welfare benefit plans, stock option agreements or restricted stock
agreements by and between the Company and the Executive.

                  11. SEVERABILITY. If any provision of this Agreement, or any
application thereof to any circumstances, is invalid, in whole or in part, such
provision or application shall to that extent be severable and shall not affect
other provisions or applications of this Agreement.

                  12. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Illinois, without
reference to the principles of conflict of laws.

                  13. HEADINGS. The headings contained herein are solely for the
purposes of reference, are not part of this Agreement and shall not in any way
affect the meaning or interpretation of this Agreement.

                  14. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.

                  15. DEFINITIONS. As used in this Agreement, the following
terms shall have the following meanings:

                  "ACCRUED COMPENSATION" shall mean any accrued and unpaid Base
Salary as of the Termination Date, all benefits accrued under any benefit plans,
programs or arrangements in which the Executive shall have been a participant as
of the date of such termination, in accordance with the applicable terms and
conditions of such plans,


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programs or arrangements, and an amount equal to such reasonable and necessary
business expenses incurred by the Executive in connection with the Executive's
employment on behalf of the Company on or prior to the Termination Date but not
previously paid to the Executive.

                  "CAUSE" shall mean: (i) the Executive's material breach of
this Agreement, (ii) conduct by the Executive that is fraudulent or unlawful,
(iii) gross negligence of or willful misconduct by the Executive in the
performance of his duties, or (iv) repeated failure of the Executive to perform
his duties hereunder.

                  "CHANGE IN CONTROL" shall mean the occurrence of any one of
the following events:

                     (a) An acquisition (other than directly from the Company)
of any common stock, par value $.01 per share, of the Company ("Common Stock")
or other voting securities of the Company by any "Person" (as the term person
is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of fifty percent (50%) or more of either (i) the then outstanding
Common Stock or (ii) the combined voting power of the Company's then outstanding
voting securities entitled to vote for the election of directors (the "Voting
Securities"); PROVIDED, HOWEVER, in determining whether a Change in Control has
occurred, Common Stock or Voting Securities which are acquired in a "Non-Control
Acquisition" (as hereinafter defined) shall not constitute an acquisition which
would cause a Change in Control. A "Non-Control Acquisition" shall mean an
acquisition by (i) an employee benefit plan (or a trust forming a part thereof)
maintained by (A) the Company or (B) any corporation or other Person of which a
majority of its voting power or its voting equity securities or equity interest
is owned, directly or indirectly, by the Company (for purposes of this
definition, a "Related Entity"), (ii) the Company or any Related Entity, (iii)
any Person in connection with a "Non-Control Transaction" (as hereinafter
defined), or (iv) the UNR Asbestos-Disease Claims Trust;

                     (b) The individuals who, as of the date of this Agreement
are members of the Board (the "Incumbent Board"), cease for any reason to
constitute at least a majority of the members of the Board; PROVIDED, HOWEVER,
that if the election, or nomination for election by the Company's common
stockholders, of any new director was approved by a vote of at least two-thirds
of the Incumbent Board, such new director shall, for purposes of this Agreement,
be considered as a member of the Incumbent Board; PROVIDED, FURTHER, HOWEVER,
that no individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on


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behalf of a Person other than the Board (a "Proxy Contest"), including by reason
of any agreement intended to avoid or settle any Election Contest or Proxy
Contest; or

                     (c) The consummation of:

                         (i) A merger, consolidation or reorganization with or
into the Company or in which securities of the Company are issued (a "Merger"),
unless the Merger is a "Non-Control Transaction." A "Non-Control Transaction"
shall mean a Merger if:

                             (A) the stockholders of the Company immediately
before such Merger own directly or indirectly immediately following the Merger
at least fifty percent (50%) of the outstanding common stock and the combined
voting power of the outstanding voting securities of (x) the corporation
resulting from such Merger (the "Surviving Corporation"), if fifty percent (50%)
or more of the combined voting power of the then outstanding voting securities
of the Surviving Corporation is not Beneficially Owned, directly or indirectly
by another corporation (a "Parent Corporation"), or (y) the Parent Corporation,
if fifty percent (50%) or more of the combined voting power of the Surviving
Corporation's then outstanding voting securities is Beneficially Owned, directly
or indirectly, by a Parent Corporation;

                             (B) the individuals who were members of the
Incumbent Board immediately prior to the execution of the agreement providing
for the Merger, constitute at least a majority of the members of the board of
directors of, (x) the Surviving Corporation, if fifty percent (50%) or more of
the combined voting power of the then outstanding voting securities of the
Surviving Corporation is not Beneficially Owned, directly or indirectly by a
Parent Corporation, or (y) the Parent Corporation, if fifty percent (50%) or
more of the combined voting power of the Surviving Corporation's then
outstanding voting securities is Beneficially Owned, directly or indirectly, by
a Parent Corporation; and

                             (C) no Person other than (1) the Company or another
corporation that is a party to the agreement of Merger, (2) any Related Entity,
or (3) any employee benefit plan (or any trust forming a part thereof) that,
immediately prior to the Merger, was maintained by the Company or any Related
Entity, or (4) any Person who, immediately prior to the Merger had Beneficial
Ownership of fifty percent (50%) or more of the then outstanding Common Stock or
Voting Securities, has Beneficial Ownership immediately following the Merger,
directly or indirectly, of fifty percent (50%) or more of the combined voting
power of the outstanding voting securities or common stock of (x) the Surviving
Corporation, if fifty percent (50%) or more of the combined voting power of the
then outstanding voting securities of the Surviving Corporation is not
Beneficially Owned, directly or indirectly by a Parent Corporation, or (y) the
Parent Corporation, if fifty percent (50%) or more of the combined voting power


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of the Surviving Corporation's then outstanding voting securities is
Beneficially Owned, directly or indirectly, by a Parent Corporation;

                         (ii) A complete liquidation or dissolution of the
Company; or

                         (iii) The sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a Related Entity or under conditions that would constitute a
Non-Control Transaction with the disposition of assets being regarded as a
Merger for this purpose or the distribution to the Company's stockholders of the
stock of a Related Entity or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the then outstanding Common Stock or Voting
Securities as a result of the acquisition of Common Stock or Voting Securities
by the Company which, by reducing the number of Common Stock or Voting
Securities then outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Persons, provided that if a Change in Control
would occur (but for the operation of this sentence) as a result of the
acquisition of Common Stock or Voting Securities by the Company, and after such
share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional Common Stock or Voting Securities which increases the
percentage of the then outstanding Common Stock or Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall occur.

                  "DISABILITY" shall mean the inability of the Executive to
perform his duties, services and responsibilities hereunder by reason of a
physical or mental infirmity, as reasonably determined by the Board, for a total
of 180 calendar days in any twelve-month period during the Employment Term.

                  "GOOD REASON" shall mean after a Change in Control, the
occurrence of any of the following events: (i) a material diminution in the
Executive's position, duties or responsibilities; (ii) a reduction in the
Executive's Base Salary; or (iii) a relocation of the Company's corporate
headquarters to a location that is more than 50 miles from the location of the
corporate headquarters immediately before the Change in Control.

                  "PRO RATA BONUS AMOUNT" shall mean an amount equal to the
annual bonus paid to the Executive for the year prior to the year in which the
Executive's employment is terminated, multiplied by a fraction, the numerator of
which is the number of days elapsed from the beginning of the bonus period
through and including the Termination Date, and the denominator of which is 365.


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                  IN WITNESS WHEREOF, each of the Company has caused this
Agreement to be executed by authority of its Board of Directors, and the
Executive has hereunto set his hand, on the day and year first above written.

                                       ROHN INDUSTRIES, INC.


                                       By: /s/ Brian B. Pemberton
                                           ---------------------------
                                          Name: Brian B. Pemberton
                                          Title:


                                       David G. Brinker

                                       /s/ David G. Brinker
                                       -------------------------------


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</DOCUMENT>
