EXHIBIT 10.1


AMENDED AND
RESTATED

FIBERTOWER CORPORATION

STOCK INCENTIVE PLAN


(1)           Purpose.    
The purpose of the FiberTower Corporation Stock Incentive Plan, as amended from
time to time (the “Plan”), is to promote the interests of FiberTower
Corporation, a Delaware corporation (the “Company”), and any Parent or
Subsidiary thereof and the interests of the Company’s stockholders by providing
an opportunity to selected employees, directors and officers of the Company or
any Parent or Subsidiary thereof as of the date of the adoption of the Plan or
at any time thereafter to purchase Common Stock of the Company. By encouraging
such stock ownership the Company seeks to attract, retain and motivate such
employees, directors and officers and other persons and to encourage such
employees, directors and officers and other persons to devote their best
efforts to the business and financial success of the Company. It is intended
that this purpose will be effected by the granting of “non-qualified stock
options” and/or “incentive stock options” to acquire the Common Stock of the
Company and by the granting of Restricted Stock. Under the Plan, the Committee
(as hereinafter defined) shall have the authority (in its sole discretion) to
grant “incentive stock options” within the meaning of Section 422(b) of the
Code, “non-qualified stock options” as described in Treasury Regulation Section
1.83-7 or any successor regulation thereto and Restricted Stock.


(2)           Definitions.    
For purposes of the Plan, the following terms used herein shall have the
following meanings, unless a different meaning is clearly required by the
context:


A.        “Awards”
means, collectively, Options or Restricted Stock.


B.        “Board
of Directors” shall mean the Board of Directors of the Company.


C.        “Code”
shall mean the Internal Revenue Code of 1986, as amended.


D.        “Committee”
shall mean the committee of the Board of Directors referred to in Section 5
hereof, provided, that if no such committee is appointed by the Board of
Directors, the Board of Directors shall have all of the authority and
obligations of the Committee under the Plan.


E.         “Common
Stock” shall mean the Common Stock $.001 par value, of the Company.


F.         “Company”
has the meaning set forth in Section 1.


G.        “Employee”
shall mean with respect to an ISO, any person, including without limitation, an
officer of the Company, who, at the time an ISO is granted to such person
hereunder, is employed by the Company or any Parent or Subsidiary of the
Company, and (ii) with respect to a Non-Qualified Option or Restricted Stock,
any person employed by, or performing services for, the Company or any Parent
or Subsidiary of the Company, including, without limitation, consultants,
officers and Non-Employee Directors.



 1
 









H.        “Fair
Market Value” of a share of Common Stock as of any day shall mean
the average of the closing prices of sales of shares of Common Stock on all
national securities exchanges on which the Common Stock may at the time be
listed or, if there shall have been no sales on any such day, the average of
the highest bid and lowest asked prices on all such exchanges at the end of
such day, or, if on any day the Common Stock shall not be so listed, the
average of the representative bid and asked prices quoted in the NASDAQ system
as of 3:30 p.m., New York time, on such day, or, if on any day the Common Stock
shall not be quoted in the NASDAQ system, the average of the high and low bid
and asked prices on such day in the over-the-counter market as reported by
National Quotation Bureau Incorporated, or any single successor organization,
or, if the applicable day as of which the fair market value is to be determined
is not a day for which the above described information is available, such as in
the case of a weekend or holiday, then the determination of fair market value
shall be based on information for the most recent preceding date for which such
information is available. If on any applicable day the Common Stock is not
listed on any national securities exchange or quoted in the NASDAQ system or
the over-the-counter market, the fair market value of a share of Common Stock
on such day shall be the fair market value determined in good faith by the
Board of Directors.


I.          “ISO”
shall mean an Option granted to a Participant pursuant to the Plan that
constitutes and shall be treated as an “incentive stock option” as defined in
Section 422(b) of the Code.


J.         “Named
Executive Officers” shall have the meaning set forth in
Section 14(1).


K.        “Non-Employee
Director” means a director of the Company’s Board of Directors who
is not a current employee of the Company or any Parent or Subsidiary.


L.         “Non-Qualified
Option” shall mean an Option granted to a Participant pursuant to
the Plan that is intended to be, and qualifies as, a “non-qualified stock
option” as described in Treasury Regulation Section 1.83-7 or any successor
regulation thereto and that shall not constitute or be treated as an ISO.


M.       “Option”
shall mean any ISO or Non-Qualified Option granted to an Employee pursuant to
the Plan.


N.        “Parent”
of the Company shall have the meaning of “parent corporation” set forth in
Section 424(e) of the Code.


O.        “Participant”
means any Employee granted an Award under this Plan.


P.         “Plan”
has the meaning set forth in Section 1.


Q.        “Restricted
Period” means, with respect to an Award, the period established by
the Committee during which such Award either remains subject to forfeiture or
is not exercisable by the Participant.



 2
 









R.        “Restricted
Stock” means one or more shares of Common Stock, prior to the lapse
of restrictions thereon, granted under this Plan.


S.         “Subsidiary”
of the Company shall have the meaning of “subsidiary corporation” set forth in
Section 424(f) of the Code.


(3)           Eligibility.    Awards
may be granted to any Employee. The Committee shall have the sole authority to
select the persons to whom Awards are to be granted hereunder, and to determine
whether a person is to be granted a Non-Qualified Option, an ISO, Restricted
Stock or any combination thereof. No person shall have any right to participate
in the Plan. Any person selected by the Committee for participation during any
one period will not by virtue of such participation have the right to be
selected as a Participant for any other period.


(4)           Common
Stock Subject to the Plan.


A.        Number
of Shares.    The total number of shares of
Common Stock for which Awards may be granted under the Plan shall not exceed in
the aggregate 23,314,588 shares of Common Stock (subject to adjustment as
provided in Section 7 hereof); provided that the number of shares of Common
Stock for which Awards may be granted under the Plan shall be increased, on
August 29, 2007 and on each anniversary of such date through the remaining term
of the Plan, by the lesser of: (i) one point five percent (1.5%) of the number
of shares of Common Stock issued and outstanding at the time immediately prior
to the date of increase, and (ii) a lesser number of shares of Common Stock
determined by the Board of Directors.  In
order that ISOs may be granted under the Plan, the number of shares for which
ISOs may be granted under the Plan shall not exceed in the aggregate 23,314,588
shares of Common Stock (subject to adjustment as provided in Section 7 hereof).


B.        Reissuance.    The
shares of Common Stock that may be subject to Awards granted under the Plan may
be either authorized and unissued shares or shares reacquired at any time and
now or hereafter held as treasury stock as the Committee may determine. In the
event that any outstanding Award expires or is terminated or forfeited for any
reason, the shares of Common Stock allocable to the unexercised, terminated, or
forfeited portion of such Award may again be subject to an Award granted under
the Plan.


C.        Special
ISO Limitations.


1.             The aggregate Fair Market Value
(determined as of the date an ISO is granted) of the shares of Common Stock
with respect to which ISOs are exercisable for the first time by an Employee
during any calendar year (under all incentive stock option plans of the Company
or any Parent or Subsidiary of the Company) shall not exceed $100,000. To the
extent such limitations is exceeded, such Option shall be considered a
Non-Qualified Option for purposes of this Plan.


2.             No ISO shall be granted to an
Employee who, at the time the ISO is granted, owns (actually or constructively
under the provisions of Section 424(d) of the Code) stock possessing more than
10% of the total combined voting power 



 3
 









of all classes
of stock of the Company or any Parent or Subsidiary of the Company, unless (i)
the option price is at least 110% of the Fair Market Value (determined as of
the time the ISO is granted) of the shares of Common Stock subject to the ISO
and (ii) the ISO by its terms is not exercisable more than five years from the
date it is granted.


D.        Limitations
Not Applicable to Non-Qualified Options.    Notwithstanding
any other provision of the Plan, the provisions of Sections 4(C)(1) (other than
the second sentence thereof) and (2) shall not apply, nor shall be construed to
apply, to any Non-Qualified Option granted under the Plan.


(5)          Administration of the Plan


A.        Administration.    Subject
to the proviso in Section 2(D) hereof, the Plan shall be administered by a
committee of the Board of Directors (the “Committee”) established by the Board
of Directors. The Committee shall be appointed from time to time by, and shall serve
at the pleasure of, the Board of Directors. To the extent deemed necessary or
appropriate by the Board of Directors or the Committee, the Committee may be
limited to specified members for purposes of complying with applicable
provisions of the Code, securities laws, or the rules of any exchange on which
the Common Stock is traded.


B.        Grant
of Options.    The
Committee shall have the sole authority and discretion under the Plan (i) to
select the Employees who are to be granted Options hereunder, (ii) to designate
whether any Option to be granted hereunder is to be an ISO or a Non-Qualified
Option; (iii) to establish the number of shares of Common Stock that may be
subject to each Option; (iv) to determine the time and the conditions subject
to which Options may be exercised in whole or in part; (v) to determine the
amount (not less than the par value per share) and the form of the
consideration that may be used to purchase shares of Common Stock upon exercise
of any Option (including, without limitation, the circumstances under which
issued and outstanding shares of Common Stock owned by a Participant may be
used by the Participant to exercise an Option); (vi) to impose restrictions
and/or conditions with respect to shares of Common Stock acquired upon exercise
of an Option; (vii) to determine the circumstances under which shares of Common
Stock acquired upon exercise of any Option may be subject to repurchase by the
Company; (viii) to determine the circumstances and conditions subject to which
shares acquired upon exercise of an Option may be sold or otherwise
transferred, including, without limitation, the circumstances and conditions
subject to which a proposed sale of shares of Common Stock acquired upon
exercise of an Option may be subject to the Company’s right of first refusal
(as well as the terms and conditions of any such right of first refusal), (ix)
to establish a vesting provision for any Option relating to the time when (or
the circumstances under which) the Option may be exercised by a Participant,
including, without limitation, vesting provisions that may be contingent upon
(A) the Company’s meeting specified financial goals, (B) a change of control of
the Company or (C) the occurrence of other specified events; (x) to accelerate
the time when outstanding 



 4
 









Options may be
exercised, and (xi) to establish any other terms, restrictions and/or
conditions applicable to any Option not inconsistent with the provisions of the
Plan.


C.        Grant
of Restricted Stock.    The
Committee may grant shares of Restricted Stock to any Employee.  Restricted Stock shall be subject to such
forfeiture restrictions (including, without limitation, limitations that
qualify as a “substantial risk of forfeiture” within the meaning given to that
term under Section 83 of the Code) and restrictions on transfer by the
Participant and repurchase by the Company as the Committee, in its sole
discretion, shall determine.


D.        Interpretation.    The
Committee shall be authorized to interpret the Plan in its discretion and may,
from time to time, adopt such rules and regulations, not inconsistent with the
provisions of the Plan, as it may deem advisable to carry out the purposes of
the Plan.


E.         Finality.    The
interpretation and construction by the Committee of any provision of the Plan,
any Award granted hereunder or any agreement evidencing any such Award shall be
final and conclusive upon all parties.


F.         Expenses,
Etc.    All expenses and liabilities incurred by
the Committee in the administration of the Plan shall be borne by the Company.
The Committee may employ attorneys, consultants, accountants or other persons
in connection with the administration of the Plan. The Company, and its
officers and directors, shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Committee shall be liable for
any action, determination or interpretation taken or made in good faith with
respect to the Plan or any Award granted hereunder.


G.        Amendment
of Awards.    The Committee
may amend an Award; provided, however, that 
no amendment of an Award may, without the consent of the holder of the
Award, adversely affect such person’s rights with respect to such Award in any
material respect.  Notwithstanding the
foregoing, the Committee may amend any Award without the consent of the holder
if the Committee deems it necessary to avoid adverse tax consequences to the
holder under Code Section 409A.  The
Committee shall retain full power and discretion to accelerate or waive, at any
time, any term or condition of an Award that is not mandatory under this Plan;
provided, however, that the Committee shall not have discretion to accelerate
or waive any term or condition of an Award (i) if such discretion would cause
the Award to have adverse tax consequences to the Participant under 409A, or
(ii) if the Award is intended to qualify as “performance-based compensation”
for purposes of Section 162(m) of the Code and such discretion would cause the
Award not to so qualify.  Except in cases
in which the Committee is authorized to require other forms of consideration
under this Plan, or to the extent other forms of consideration must be paid to
satisfy the requirements of the Delaware Corporation Law, no consideration
other than services may be required for the grant of any Award.



 5
 









(6)           Terms
and Conditions of Awards.


A.         ISOs.    The
terms and conditions of each ISO granted under the Plan shall be specified by
the Committee and shall be set forth in an ISO agreement between the Company
and the Participant in such form as the Committee shall approve. The terms and
conditions of each ISO shall be such that each ISO issued hereunder shall
constitute and shall be treated as an “incentive stock option” as defined in
Section 422(b) of the Code; provided that to the extent an Option intended to
be an ISO does not qualify as an ISO under the applicable requirements of the
Code, such Option shall be considered a Non-Qualified Option for purposes of
this Plan. The terms and conditions of any ISO granted hereunder need not be
identical to those of any other ISO granted hereunder.


The terms and
conditions of each ISO shall include the following:


1.             The option price shall be fixed by
the Committee but shall in no event be less than 100% (or 110% in the case of
an Employee referred to in Section 4(C)(2) hereof) of the Fair Market Value of
the shares of Common Stock subject to the ISO on the date the ISO is granted.


2.             ISOs, by their terms, shall not be
transferable otherwise than by will or the laws of descent and distribution,
and, during a Participant’s lifetime an ISO shall be exercisable only by the
Participant.


3.             The Committee shall fix the term of
all ISOs granted pursuant to the Plan (including, without limitation, the date
on which such ISO shall expire and terminate), provided, however, that such
term shall in no event exceed five years from the date on which such ISO is
granted. Each ISO shall be exercisable in such amount or amounts, under such
conditions and at such times or intervals or in such installments as shall be
determined by the Committee in its sole discretion.


4.             To the extent that the Company or
any Parent or Subsidiary of the Company is required to withhold any Federal,
state or local taxes in respect of any compensation income realized by any
Participant as a result of any “disqualifying disposition” of any shares of
Common Stock acquired upon exercise of an ISO granted hereunder, the Company
shall deduct from any payments of any kind otherwise due to such Participant
the aggregate amount of such Federal, state or local taxes required to be so
withheld or, if such payments are insufficient to satisfy such Federal, state
or local taxes, such Participant will be required to pay to the Company, or
make other arrangements satisfactory to the Company regarding payment to the
Company of, the aggregate amount of any such taxes. All matters with respect to
the total amount of taxes to be withheld in respect of any such compensation
income shall be determined by the Board of Directors, in its sole discretion.



 6
 









5.             The terms and conditions of each
ISO may include the following provisions:


a)             In the event a Participant’s
employment by the Company or any Parent or Subsidiary of the Company shall be
terminated for cause or shall be terminated by the Participant for any reason
whatsoever other than as a result of the Participant’s death or “disability”
(within the meaning of Section 22(e)(3) of the Code), the unexercised portion
of any ISO held by such Participant at that time may only be exercised within
one month after the date on which the Participant ceased to be so employed, and
only to the extent that the Participant could have otherwise exercised such ISO
as of the date on which he ceased to be so employed.


b)            In the event a Participant’s
employment by the Company or any Parent or Subsidiary of the Company shall
terminate for any reason other than (x) a termination specified in clause (a)
above or (y) by reason of the Participant’s death or “disability” (within the
meaning of Section 22(e)(3) of the Code), the unexercised portion of any ISO
held by such Participant at that time may only be exercised within three months
after the date on which the Participant ceased to be so employed, and only to
the extent that the Participant could have otherwise exercised such ISO as of
the date on which he ceased to be so employed.


c)             In the event a Participant shall
cease to be employed by the Company or any Parent or Subsidiary of the Company
by reason of his “disability” (within the meaning of Section 22(e)(3) of the
Code), the unexercised portion of any ISO held by such Participant at that time
may only be exercised within one year after the date on which the Participant
ceased to be so employed, and only to the extent that the Participant could
have otherwise exercised such ISO as of the date on which he ceased to be so
employed.


d)            In the event a Participant shall die
while in the employ of the Company or a Parent or Subsidiary of the Company (or
within a period of one month after ceasing to be an Employee for any reason
other than his “disability” (within the meaning of Section 22(e)(3) of the
Code) or within a period of one year after ceasing to be an Employee by reason
of such “disability”), the unexercised portion of any ISO held by such
Participant at the time of his death may only be exercised within one year
after the date of such Participant’s death, and only to the extent that the
Participant could have otherwise exercised such ISO at the time of his death.
In such event, such ISO may be exercised by the executor or administrator of
the Participant’s estate or by any person or persons who shall have acquired
the ISO directly from the Participant by bequest or inheritance.



 7
 









B.        Non-Qualified
Options.    The terms and conditions of each
Non-Qualified Option granted under the Plan shall be specified by the
Committee, in its sole discretion, and shall be set forth in a written option
agreement between the Company and the Participant in such form as the Committee
shall approve. The terms and conditions of each Non-Qualified Option will be
such (and each Non-Qualified Option agreement shall expressly so state) that
each Non-Qualified Option issued hereunder shall not constitute nor be treated
as an “incentive stock option” as defined in Section 422(b) of the Code, but
will be a “non-qualified stock option” for Federal, state and local income tax
purposes. The terms and conditions of any Non-Qualified Option granted
hereunder need not be identical to those of any other Non-Qualified Option  granted hereunder.


The terms and
conditions of each Non-Qualified Option Agreement shall include the following:


1.             Except in the case of substitute
options that are not treated as a modification of an existing option or the
grant of a new option for purposes of Section 409A of the Code, the option
exercise price shall be not less than 100% of the Fair Market Value per share
of the shares of Common Stock subject to the Non-Qualified Option on the date
such Non-Qualified Option is granted.


2.             The Committee shall fix the term of
all Non-Qualified Options granted pursuant to the Plan (including, without
limitation, the date on which such Non-Qualified Option shall expire and
terminate). Such term may be no more than five years from the date on which
such Non-Qualified Option is granted. Each Non-Qualified Option shall be exercisable
in such amount or amounts, under such conditions (including, without
limitation, provisions governing the rights to exercise such Non-Qualified
Option), and at such times or intervals or in such installments as shall be
determined by the Committee in its sole discretion.


3.             Non-Qualified Options shall not be
transferable otherwise than by will or the laws of descent and distribution,
and during a Participant’s lifetime a Non-Qualified Option shall be exercisable
only by the Participant.


4.             The terms and conditions of each
Non-Qualified Option may include the following provisions:


a)             In the event a Participant’s
employment by the Company or any Parent or Subsidiary of the Company shall be
terminated for cause or shall be terminated by the Participant for any reason
whatsoever other than as a result of the Participant’s death or “disability”
(within the meaning of Section 22(e)(3) of the Code), the unexercised portion
of any Non-Qualified Option held by such Participant at that time may only be
exercised within one month after the date on which the Participant ceased to be
an Employee, and only to the extent that the Participant could have otherwise
exercised such Non-Qualified Option as of the date on which he ceased to be an
Employee.


 



 8















b)            In
the event a Participant’s employment by the Company or any Parent or Subsidiary
of the Company shall terminate for any reason other than (x) a termination
specified in clause (a) above or (y) by reason of the Participant’s death or “disability”
(within the meaning of Section 22(e)(3) of the Code), the unexercised portion
of any Non-Qualified Option held by such Participant at that time may only be
exercised within three months after the date on which the Participant ceased to
be an Employee, and only to the extent that the Participant could have
otherwise exercised such Non-Qualified Option as of the date on which he ceased
to be an Employee.


c)             In
the event a Participant shall cease to be an Employee of the Company or any
Parent or Subsidiary of the Company by reason of his “disability” (within the
meaning of Section 22(e)(3) of the Code), the unexercised portion of any
Non-Qualified Option held by such Participant at that time may only be
exercised within one year after the date on which the Participant ceased to be
an Employee, and only to the extent that the Participant could have otherwise
exercised such Non-Qualified Option as of the date on which he ceased to be an
Employee.


d)            In
the event a Participant shall die while an Employee of the Company or a Parent
or Subsidiary of the Company (or within a period of one month after ceasing to
be an Employee for any reason other than his “disability” (within the meaning
of Section 22(e)(3) of the Code) or within a period of one year after ceasing
to be an Employee by reason of such “disability”), the unexercised portion of
any Non-Qualified Option held by such Participant at the time of his death may
only be exercised within one year after the date of such Participant’s death,
and only to the extent that the Participant could have otherwise exercised such
Non-Qualified Option at the time of his death. In such event, such
Non-Qualified Option may be exercised by the executor or administrator of the
Participant’s estate or by any person or persons who shall have acquired the
Non-Qualified Option directly from the Participant by bequest or inheritance.


5.              To the extent that the
Company (or any Parent or Subsidiary thereof) is required to withhold any
Federal, state or local taxes in respect of any compensation income realized by
any Participant in respect of a Non-Qualified Option granted hereunder or in
respect of any shares of Common Stock acquired upon exercise of a Non-Qualified
Option, the Company shall deduct from any payments of any kind otherwise due to
such Participant the aggregate amount of such Federal, state or local taxes
required to be so withheld or, if such payments are insufficient to satisfy
such Federal, state or local taxes, or if no such payments are due or to become
due to such Participant, then, such Participant will be required to pay to the
Company, or make other arrangements satisfactory to the Company regarding
payment to the Company of, the aggregate amount of any such taxes. All matters
with respect to the total amount of taxes to be withheld in 



 9
 









respect of any such compensation income shall be determined by the
Committee, in its sole discretion.


C.        Restricted Stock.  The terms and conditions of each Restricted
Stock award granted under the Plan shall be specified by the Committee and
shall be set forth in a written agreement between the Company and the
Participant in such form as the Committee shall approve.  The terms and conditions of any Restricted
Stock award granted hereunder need not be identical to those of any other
Restricted Stock award granted hereunder.


The terms and
conditions of each Restricted Stock award agreement shall include the
following:


1.             Restricted Stock shall be subject
to such forfeiture restrictions (including, without limitation, limitations
that qualify as a “substantial risk of forfeiture” within the meaning given to
that term under Section 83 of the Code) and restrictions on transfer by the
Participant and repurchase by the Company as the Committee, in its sole
discretion, shall determine.  Prior to the
lapse of such restrictions, the Participant shall not be permitted to transfer
such shares.  The Company shall have the
right to repurchase or recover such shares for the lesser of (i) the fair
market value or (ii) amount of cash paid therefor, if any, if the Participant’s
employment with the Company is terminated by the Company or the Participant
prior to the lapse of such restrictions or the Restricted Stock is forfeited by
the Participant pursuant to the terms of the award agreement.


2.             Each certificate representing
Restricted Stock awarded under this Plan shall be registered in the name of the
Participant and, during the Restricted Period, shall be left on deposit with
the Company, or in trust or escrow pursuant to an agreement satisfactory to the
Committee, along with a stock power endorsed in blank until such time as the
restrictions on transfer have lapsed. 
The grantee of Restricted Stock shall have all the rights of a
stockholder with respect to such shares including the right to vote and the
right to receive dividends or other distributions paid or made with respect to
such shares; provided, however, that the Committee may in the award agreement
restrict the Participant’s right to dividends until the restrictions on the
Restricted Stock lapse.  Any certificate
or certificates representing shares of Restricted Stock shall bear a legend
substantially similar to the following:


The shares
represented by this certificate have been issued pursuant to the terms of the
FiberTower Corporation Stock Incentive Plan and may not be sold, pledged,
transferred, assigned or otherwise encumbered in any manner except as is set
forth in the terms of such award dated                            ,
200    .


3.             If, for any reason, the
restrictions imposed by the Committee upon Restricted Stock are not satisfied
at the end of the Restricted Period, any Restricted Stock remaining subject to
such restrictions shall thereupon be 



 10
 









forfeited by the Participant and reacquired by the Company at a
purchase price as set forth in Section (6)(C)(1) hereof.


4.             Subject to the withholding
requirements of  Section (6)(C)(7) of
this Plan, at the expiration of the Restricted Period, the Company will deliver
to the Participant a stock certificate evidencing, or credit to the Participant’s
book-entry account, the Restricted Stock (to the nearest full share) with
respect to which the Restricted Period has expired without charge to the
Participant, or his personal representative, free of all restrictions under
this Plan.


5.             No shares of Common Stock will be
issued or transferred pursuant to an Award unless and until all then-applicable
requirements imposed by federal and state securities and other laws, rules and
regulations and by any regulatory agencies having jurisdiction and by any stock
market or exchange upon which the Common Stock may be listed, have been fully
met.  As a condition precedent to the
issuance of shares pursuant to the grant or exercise of an Award, the Company
may require the grantee to take any reasonable action to meet such requirements.  The Company shall not be obligated to take
any affirmative action in order to cause the issuance or transfer of shares
pursuant to an Award to comply with any law or regulation described in the
second preceding sentence.


6.             The Company, in its discretion, may
postpone the issuance and/or delivery of shares of Common Stock upon any
exercise of an Award until completion of such stock exchange listing,
registration or other qualification of such shares under any state and/or
federal law, rule or regulation as the Company may consider appropriate, and
may require any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or
delivery of the shares in compliance with applicable laws, rules and
regulations.


7.             Any issuance of unrestricted shares
of Common Stock pursuant to the release of restrictions on Restricted Stock
shall not be made until appropriate arrangements satisfactory to the Company
have been made for the payment of any tax amounts (federal, state, local or
other) that may be required to be withheld or paid by the Company with respect
thereto.  Such arrangements may, at the
discretion of the Committee, include allowing the person to tender to the
Company shares of Common Stock owned by the person, or to request the Company
to withhold shares of Common Stock being acquired pursuant to the award
agreement, whether through the exercise of an Option or as a distribution
pursuant to the award agreement, which have an aggregate fair market value as
of the date of such withholding that is not greater than the sum of all tax
amounts to be withheld with respect thereto at the minimum statutory rate,
together with payment of any remaining portion of such tax amounts in cash or by
check payable and acceptable to the Company.


Notwithstanding the foregoing, if on the date of an event giving rise
to a tax withholding obligation on the part of the Company the person is an
officer or 



 11
 









individual
subject to Rule 16b-3, such person may direct that such tax withholding be
effectuated by the Company withholding the necessary number of shares of Common
Stock (at the minimum statutory tax rate) from such award payment or exercise.


(7)           Adjustments.


1.             In the event that, after the
adoption of the Plan by the Board of Directors, the outstanding shares of the
Company’s Common Stock shall be increased or decreased or changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another entity in each such case (x) without receiving
compensation therefore in money, services or property and (y) through
reorganization, merger or consolidation, recapitalization, reclassification,
stock split, split-up, combination or exchange of shares, declaration of any
dividends payable in Common Stock, or any similar event, the Committee in good
faith shall, subject to the provisions of Section 7(3) below if the
circumstances therein specified are applicable, appropriately adjust (i) the
number and type of shares of Common Stock (and the grant or exercise price with
respect to any Award) subject to any outstanding Award (to the nearest possible
full share); provided, however, that the limitations of Section 424 of the Code
shall apply with respect to adjustments made to ISOs and the limitations of
Section 409A of the Code shall apply with respect to adjustments made to all
Awards and (ii) the number and type of shares of Common Stock for which Awards
may be granted under the Plan, as set forth in Sections 4(A) and 14(3) hereof,
and such adjustments shall be effective and binding for all purposes of the
Plan.


2.             If any capital reorganization or
reclassification of the capital stock of the Company or any consolidation or
merger of the Company with another entity, or the sale of all or substantially
all its assets to another entity, shall be effected in such a way that holders
of Common Stock shall be entitled to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, subject to the provisions of
Section 7(3) below if the circumstances therein specified are applicable, each
holder of an Option shall thereafter have the right to purchase, upon the
exercise of the Option in accordance with the terms and conditions specified in
the option agreement governing such Option and in lieu of the shares of Common
Stock immediately theretofore receivable upon the exercise of such Option, such
shares of stock, securities or assets (including, without limitation, cash) as
may be issued or payable with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of shares of such
Common Stock immediately theretofore so receivable had such reorganization,
reclassification, consolidation, merger or sale not taken place.


3.             Notwithstanding Sections 7(1) and
7(2) hereof, in the event of (i) any offer to holders of the Company’s Common
Stock generally relating to the acquisition of all or substantially all of
their shares, including, without limitation,



 12
 









through purchase, merger or otherwise, or (ii) any proposed transaction
generally relating to the acquisition of substantially all of the assets or
business of the Company (herein sometimes referred to as an “Acquisition”), the
Board of Directors may, in its sole discretion, cancel any outstanding Options
(provided, however, that the limitations of Section 424 of the Code shall apply
with respect to adjustments made to ISOs and the limitations of Section 409A of
the Code shall apply with respect to adjustments made to all Options) and pay
or deliver, or cause to be paid or delivered, to the holder thereof an amount
in cash or securities having a value (as determined by the Board of Directors
acting in good faith) equal to the product of (A) the number of shares of Common
Stock (the “Option Shares”) that, as of the date of the consummation of such
Acquisition, the holder of such Option had become entitled to purchase (and had
not purchased) multiplied by (B) the amount, if any, by which (1) the formula
or fixed price per share paid to holders of shares of Common Stock pursuant to
such Acquisition exceeds (2) the option price applicable to such Option Shares.


4.             In the event of an Acquisition or
the consummation of any merger, reorganization, business combination or
consolidation of the Company or one of its subsidiaries with or into any other
entity, the Committee may cause Options to be issued in substitution for an
outstanding option or assume an option of the other entity (the “Old Options”).  In such event, Options may be issued in
substitution or exchange for the Old Options provided that such substituted or
exchanged Options would not be considered a modification of the Old Options
according to the principles set forth in Treasury Regulations 1.424-1(a) and
1.409A-1(b)(5).


(8)           Annual Grants to Non-Employee Directors.


A.        Eligibility.  Non-Employee Directors are eligible for
Options granted pursuant to Section 5(B) hereof and such Options shall be
Non-Qualified Options.  Notwithstanding
the foregoing sentence, Non-Employee Directors are also eligible to receive
Awards pursuant to Section 5(C) hereof and this Section 8.


B.        Initial Grant.  Each Non-Employee Director who is a member of
the Board of Directors of the Company immediately after the effective time of
the merger contemplated by the Agreement and Plan of Merger dated May 14, 2006,
by and among First Avenue Networks, Inc., Marlin Acquisition Corporation and
FiberTower Corporation, will automatically be granted a number of shares of
Restricted Stock equal in value to $85,000 (measured by the Fair Market Value
on the date of grant).  Thereafter, on
the date a Non-Employee Director first becomes a member of the Board of
Directors (whether through election by the stockholders of the Company or by
appointment by the Board of Directors to fill a vacancy), such Non-Employee
Director will automatically be granted a number of shares of Restricted Stock
equal in value to $85,000 (measured by the Fair Market Value on the date of
grant (in both cases above, the “Initial Grant”). Such Restricted Stock shall
vest on the day immediately following the date of grant of such Restricted
Stock.



 13
 









C.        Succeeding Grant.  Each Non-Employee Director shall
automatically be granted a number of shares of Restricted Stock equal in value
to $85,000 (measured by the Fair Market Value on the date of grant) on the
first regularly scheduled board meeting of each calendar year, provided on such
date the Non-Employee Director continues to serve on the Board in his or her
capacity as a Non-Employee Director (a “Succeeding Grant”).  Such Restricted Stock shall vest on the day
immediately following the date of grant of such Restricted Stock.


(9)           Effect of the Plan on Employment Relationship.    Neither
the Plan nor any Award granted hereunder to a Participant shall be construed as
conferring upon such Participant any right to continue in the employ of (or
otherwise provide services to) the Company or any Subsidiary or Parent thereof,
or limit in any respect the right of the Company or any Subsidiary or Parent
thereof to terminate such Participant’s employment or other relationship with
the Company or any Subsidiary or Parent, as the case may be, at any time.


(10)         Taxes. 
The Committee will make such provision for the withholding of taxes as
it deems necessary.  The Committee may,
but need not, hold back shares of stock from an Award or permit a Participant
to tender previously owned shares of stock in satisfaction of tax withholding
requirements (but not in excess of the minimum withholding required law).


(11)         Amendment of the Plan.    The Board of
Directors may amend the Plan from time to time as it deems desirable; provided,
however, that, without the approval of the holders of a majority of the
outstanding capital stock of the Company entitled to vote thereon or consent
thereto, the Board of Directors may not amend the Plan (i) to increase (except
for increases due to adjustments in accordance with Section 7 hereof) the
aggregate number of shares of Common Stock for which Awards may be granted
hereunder or (ii) to change the class of Employees eligible to receive ISOs
under the Plan.


(12)         Termination of the Plan.    The Board of
Directors may terminate the Plan at any time. Unless the Plan shall theretofore
have been terminated by the Board of Directors, the Plan shall terminate ten
years after the date of its initial adoption by the Board of Directors. No
Award may be granted hereunder after termination of the Plan. The termination
or amendment of the Plan shall not alter or impair any rights or obligations
under any Award theretofore granted under the Plan.


(13)         Effective Date of the Plan.    The Plan
shall be effective as of December 20, 2001, the date on which the Plan was
adopted by the Board of Directors and approved by the requisite holders of
outstanding capital stock of the Company.


(14)         Named Executive Officers.


1.             The provisions of this Section 14
shall apply only to those executive officers (i) whose compensation is required
to be reported in the Company’s proxy statement pursuant to Item 402(a)(3)(i)
and (ii) (or any successor thereto) of Regulation S-K (or any successor
thereto) under the general rules and regulations under the Exchange Act and
(ii) whose total compensation, including estimated or future compensation
attributable to Awards under this Plan



 14
 









or any other plan of the Company or any Parent or Subsidiary thereof,
is determined by the Board of Directors to possibly be subject to the
limitations on deductions imposed by Section 162(m) of the Code (“Named Executive Officers”). In the event
of any inconsistencies between this Section 14 and the other Plan provisions as
they pertain to Named Executive Officers, the provisions of this Section 14
shall control.


2.             No amendment of this Plan with
respect to any Named Executive Officer may be made which would (i) increase the
maximum amount that can be paid to any one Participant pursuant to this Plan or
(ii) modify the requirements as to eligibility for participation in this Plan,
unless the Company’s shareholders have first approved such amendment in a manner
which would permit the deduction under Section 162(m) (or any successor
thereto) of the Code of such payment in the fiscal year it is paid. The Board
of Directors shall amend this Section 14 and such other provisions as it deems
appropriate, to cause amounts payable to Named Executive Officers to satisfy
the performance based compensation requirements of Section 162(m) (or any
successor thereto) and the Treasury regulations promulgated thereunder.


3.             Notwithstanding any provision of
this Plan (including the provisions of this Section 14) to the contrary, the
amount of compensation which a Named Executive Officer may receive with respect
to Options which are granted hereunder shall be based solely on an increase in
the value of the applicable shares of Common Stock after the date of grant of
such Options. Thus, no Option with an exercise price less than the Fair Market
Value of the related shares of Common Stock on the date of grant may be granted
hereunder to a Named Executive Officer. Furthermore, the maximum number of
shares of Common Stock with respect to which Options may be granted hereunder
to any Named Executive Officer during any calendar year may not exceed One
Million (1,000,000) shares of Common Stock, subject to adjustment as provided
in Section 7.


(15)         Compliance with Securities and Other Laws.  As a condition to the issuance or transfer of
any Option or any security issuable in connection with such Option, the Company
may require an opinion of counsel, satisfactory to the Company, to the effect
that (i) such issuance and/or transfer will not be in violation of any
applicable securities laws and (ii) such issuance and/or transfer will not be
in violation of the rules and regulations of any securities exchange or
automated quotation system on which the Common Stock is listed or admitted to
trading. Further, the Company may refrain from issuing, delivering or
transferring any Option or any security issuable in connection with such Option
until the Committee has determined that such issuance, delivery or transfer
will not violate such securities laws or rules and regulations. The Company
shall not be liable for damages due to delay in the issuance, delivery or
transfer of any Option or any security issuable in connection with such Option
or any agreement, instrument or certificate evidencing such Option or security
for any reason whatsoever, including, but not limited to, a delay caused by the
listing requirements of any securities exchange or automated quotation system
or any registration requirements under any state or federal law, rule or
regulation. The Company is under no obligation to take any action or incur any
expense to



 15
 









register or
qualify the issuance, delivery or transfer of any Option or any security
issuable in connection with such Option under applicable securities laws or to
perfect any exemption from such registration or qualification or to list any
security on any securities exchange or automated quotation system. Furthermore,
the Company will have no liability to any person for refusing to issue, deliver
or transfer any Option or any security issuable in connection with such Option
if such refusal is based upon the provisions of this Section 15. As a condition
to any issuance, delivery or transfer of any Option or any security issuable in
connection with such Option, the Company may place legends on any agreement,
instrument or certificate evidencing such Option or security; issue stop
transfer orders with respect thereto; require such market stand-off, lockup, or
similar agreements or undertakings as the Company deems necessary or desirable;
and require such agreements or undertakings as the Company may deem necessary
or advisable to assure compliance with applicable laws or regulations,
including, if the Company or its counsel deems it appropriate, representations
from the Participant (or successor in interest) to the effect that such
recipient is acquiring such Option or security solely for investment and not
with a view to distribution and that no distribution of the Option or security
will be made unless registered pursuant to applicable federal and state
securities laws, or in the opinion of counsel to the Company, such registration
is unnecessary.


(16)         Exemptions from Section 16(b) Liability.  It is the intent of the Company that the
grant of any Awards to or other transaction by a Participant who is subject to
Section 16 of the Exchange Act shall be exempt from Section 16(b) of the
Exchange Act pursuant to an applicable exemption (except for transactions
acknowledged by the Participant in writing to be non-exempt).  Accordingly, if any provision of this Plan or
any Award agreement does not comply with the requirements of Rule 16b-3 as then
applicable to any such transaction, such provision shall be construed or deemed
amended to the extent necessary to conform to the applicable requirements of
Rule 16b-3 so that such Participant shall avoid liability under Section 16(b)
of the Exchange Act.


(17)         Miscellaneous.


A.        No Rights to Awards or Uniformity Among Awards.  No Participant or other person shall have any
claim to be granted any Award; there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards; and the terms
and conditions of Awards need not be the same with respect to each recipient.


B.        Conflicts with Plan.  In the event of any inconsistency or conflict
between the terms of this Plan and an Award, the terms of this Plan shall
govern.


C.        Governing Law.  The validity, construction and effect of this
Plan and any rules and regulations relating to this Plan shall be determined in
accordance with applicable federal law and the laws of the State of Delaware,
without regard to any principles of conflicts of law.


D.        Gender, Tense and Headings.  Whenever the context requires such, words of
the masculine gender used herein shall include the feminine and neuter, and
words used in the singular shall include the plural.  Section headings as used herein are inserted
solely for convenience and reference and constitute no part of this Plan.



 16
 









E.         Severability.  If any provision of this Plan or any Award is
or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or as to any Participant or Award, or would disqualify this Plan
or any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended as necessary to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of this Plan or
the Award, such provision shall be stricken as to such jurisdiction,
Participant or Award, and the remainder of this Plan and any such Award shall
remain in full force and effect.


F.         Other Laws.  The Committee may refuse to issue or transfer
any shares or other consideration under an Award if, acting in its sole
discretion, it determines that the issuance or transfer of such shares or such
other consideration might violate any applicable law.


G.        Stockholder Agreements.  The Committee may condition the grant, exercise
or payment of any Award upon such person entering into a stockholders’ or
repurchase agreement in such form as approved from time to time by the Board of
Directors.


H.        No Guarantee of Tax Consequences.  Neither the Board, nor the Company nor the
Committee makes any commitment or guarantee that any federal, state or local
tax treatment will apply or be available to any person participating or
eligible to participate hereunder.


 



 17