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                                                                   EXHIBIT 10.15


                      1999 WESTERN MULTIPLEX CORPORATION
                             STOCK INCENTIVE PLAN

1.   Purpose of the Plan

          The purpose of the Plan is to aid the Company and its Affiliates in
recruiting and retaining key employees, directors or consultants of
outstanding ability and to motivate such employees, directors or consultants
to exert their best efforts on behalf of the Company and its Affiliates by
providing incentives through the granting of Awards.  The Company expects
that it will benefit from the added interest which such key employees,
directors or consultants will have in the welfare of the Company as a result
of their proprietary interest in the Company's success.

2.   Definitions

          The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

     (a)  Act:  The Securities Exchange Act of 1934, as amended, or
          any successor thereto.

     (b)  Affiliate:  With respect to the Company, any entity directly or
          indirectly controlling, controlled by, or under common control
          with, the Company or any other entity designated by the Board in
          which the Company or an Affiliate has an interest.

     (c)  Award: An Option, Stock Appreciation Right or Other Stock-Based
          Award granted pursuant to the Plan.

     (d)  Beneficial Owner: A "beneficial owner", as such term is defined in
          Rule 13d-3 under the Act (or any successor rule thereto).

     (e)  Board: The Board of Directors of the Company.

     (f)  Code: The Internal Revenue Code of 1986, as amended, or any
          successor thereto.

     (g)  Committee: The Compensation Committee of the Board.

     (h)  Change in Control:  The occurrence of any of the following events:

          (i)  any Person (other than Ripplewood Holdings L.L.C. ("Ripplewood
          Holdings"), an Affiliate of Ripplewood Holdings L.L.C., or any
          Person holding securities representing 10% or more of the combined
          voting power of the Company's outstanding securities as of the



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          Effective Date, the Company, any trustee or other fiduciary holding
          securities under an employee benefit plan of the Company, or any
          company owned, directly or indirectly, by the shareholders of the
          Company in substantially the same proportions as their ownership of
          stock of the Company), becomes the Beneficial Owner, directly or
          indirectly, of securities of the Company, representing 50% or more
          of the combined voting power of the Company's then-outstanding
          securities;

          (ii) during any period of twenty-four consecutive months (not
          including any period prior to the Effective Date), individuals who
          at the beginning of such period constitute the Board, and any new
          director (other than (A) a director nominated by a Person who has
          entered into an agreement with the Company to effect a transaction
          described in Sections 2(e)(i), (iii), (iv) or (v) of the Plan or
          (B) a director nominated by any Person (including the Company) who
          publicly announces an intention to take or to consider taking
          actions (including, but not limited to, an actual or threatened
          proxy contest) which if consummated would constitute a Change in
          Control) whose election by the Board or nomination for election by
          the Company's shareholders was approved by a vote of at least two-
          thirds (2/3) of the directors then still in office who either were
          directors at the beginning of the period or whose election or
          nomination for election was previously so approved, cease for any
          reason to constitute at least a majority thereof;

          (iii) the consummation of any transaction or series of
          transactions under which the Company is merged or consolidated with
          any other company, other than a merger or consolidation which would
          result in the shareholders of the Company immediately prior thereto
          continuing to own (either by remaining outstanding or by being
          converted into voting securities of the surviving entity or its
          parent) more than 50% of the combined voting power of the voting
          securities of the Company or such surviving entity (or its parent)
          outstanding immediately after such merger or consolidation; or

          (iv) the complete liquidation of the Company or the sale or
          disposition by the Company of all or substantially all of the
          Company's assets, other than a liquidation of the Company into a
          wholly-owned subsidiary.

     (i)  Company: Western Multiplex Corporation, a Delaware corporation.

     (j)  Effective Date: The date the Board approves the Plan or the date
          the Plan is approved by the Company's shareholders, whichever is
          earlier.


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     (k)  Fair Market Value:  On a given date, the arithmetic mean of the
          high and low prices of the Shares as reported on such date on the
          Composite Tape of the principal national securities exchange on
          which such Shares are listed or admitted to trading, or, if no
          Composite Tape exists for such national securities exchange on such
          date, then on the principal national securities exchange on which
          such Shares are listed or admitted to trading, or, if the Shares
          are not listed or admitted on a national securities exchange, the
          arithmetic mean of the per Share closing bid price and per Share
          closing asked price on such date as quoted on the National
          Association of Securities Dealers Automated Quotation System (or
          such market in which such prices are regularly quoted), or, if
          there is no market on which the Shares are regularly quoted, the
          Fair Market Value shall be the value established by the Committee
          in good faith.  If no sale of Shares shall have been reported on
          such Composite Tape or such national securities exchange on such
          date or quoted on the National Association of Securities Dealer
          Automated Quotation System on such date, then the immediately
          preceding date on which sales of the Shares have been so reported
          or quoted shall be used.

     (l)  ISO:  An Option that is also an incentive stock option granted
          pursuant to Section 6(d) of the Plan.

     (m)  LSAR: A limited stock appreciation right granted pursuant to
          Section 7(d) of the Plan.

     (n)  Other Stock-Based Awards: Awards granted pursuant to Section 8 of
          the Plan.

     (o)  Option:  A stock option granted pursuant to Section 6 of the Plan.

     (p)  Option Price:  The purchase price per Share of an Option, as
          determined pursuant to Section 6(a) of the Plan.

     (q)  Participant: An employee, director or consultant who is selected by
          the Committee to participate in the Plan.

     (r)  Performance-Based Awards: Certain Other Stock-Based Awards granted
          pursuant to Section 8(b) of the Plan.

     (s)  Permanent Disability:  Inability of a Participant to perform in all
          material respects his duties and responsibilities to the Company,
          or any Subsidiary of the Company, by reason of a physical or mental
          disability or infirmity which inability is reasonably expected to
          be permanent and has continued (i) for a period of six consecutive
          months or (ii) such shorter period as the Committee may reasonably

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          determine in good faith.  The Permanent Disability determination
          shall be in the sole discretion of the Committee and a Participant
          (or his representative) shall furnish the Committee with medical
          evidence documenting the Participant's disability or infirmity
          which is satisfactory to the Committee.

     (t)  Person: A "person", as such term is used for purposes of Section
          13(d) or 14(d) of the Act (or any successor section thereto).

     (u)  Plan: The 1999 Western Multiplex Corporation Stock Incentive Plan.

     (v)  Shares:  Shares of Class A common stock of the Company.

     (w)  Stock Appreciation Right: A stock appreciation right granted
          pursuant to Section 7 of the Plan.

     (x)  Subsidiary: A subsidiary corporation, as defined in Section 424(f)
          of the Code (or any successor section thereto).

3.   Shares Subject to the Plan

          The total number of Shares which may be issued under the Plan is
4,579,000.  The Shares may consist, in whole or in part, of unissued Shares
or treasury Shares.  The issuance of Shares or the payment of cash upon the
exercise of an Award shall reduce the total number of Shares available under
the Plan, as applicable.  Shares which are subject to Awards which terminate
or lapse may be granted again under the Plan.

4.   Administration

     (a)  The Plan shall be administered by the Committee, which may delegate
its duties and powers in whole or in part to any subcommittee thereof
consisting solely of at least two individuals who are intended to qualify as
"non-employee directors" within the meaning of Rule 16b-3 under the Act (or
any successor rule thereto) and "outside directors" within the meaning of
Section 162(m) of the Code (or any successor section thereto).  Awards may,
in the discretion of the Committee, be made under the Plan in assumption of,
or in substitution for, outstanding awards previously granted by the Company
or its affiliates or a company acquired by the Company or with which the
Company combines.  The number of Shares underlying such substitute awards
shall be counted against the aggregate number of Shares available for Awards
under the Plan.  The Committee is authorized to interpret the Plan, to
establish, amend and rescind any rules and regulations relating to the Plan,
and to make any other determinations that it deems necessary or desirable for
the administration of the Plan.  The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan in the manner
and to the extent the Committee deems necessary or desirable.  Any decision

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of the Committee in the interpretation and administration of the Plan, as
described herein, shall lie within its sole and absolute discretion and shall
be final, conclusive and binding on all parties concerned (including, but not
limited to, Participants and their beneficiaries or successors).  The
Committee shall have the full power and authority to establish the terms and
conditions of any Award consistent with the provisions of the Plan and to
waive any such terms and conditions at any time (including, without
limitation, accelerating or waiving any vesting conditions).  The Committee
shall require payment of any amount it may determine to be necessary to
withhold for federal, state, local or other taxes as a result of the exercise
of an Award.  Unless the Committee specifies otherwise, the Participant may
elect to pay a portion or all of such withholding taxes by (a) delivery in
Shares or (b) having Shares withheld by the Company from any Shares that
would have otherwise been received by the Participant.

     (b)  Pursuant to applicable law, the Company shall provide all
Participants with a copy of the Company's financial statements at least
annually.

5.   Limitations

          No Award may be granted under the Plan after the tenth anniversary
of the Effective Date, but Awards theretofore granted may extend beyond that
date.

6.   Terms and Conditions of Options

          Options granted under the Plan shall be, as determined by the
Committee, non-qualified or incentive stock options for federal income tax
purposes, as evidenced by the related Award agreements, and shall be subject
to the foregoing and the following terms and conditions and to such other
terms and conditions, not inconsistent therewith, as the Committee shall
determine:

          (a)  Option Price.  The Option Price per Share shall be determined
by the Committee, but shall not be less than 100% of the Fair Market Value of
the Shares on the date an Option is granted; provided, however, that the
Option Price per Share shall not be less than 110% of the Fair Market Value
on the date an Option is granted to any Participant who owns stock in the
Company possessing more than 10% of the total combined voting power of all
classes of stock of the Company or its parent or subsidiary corporations.

          (b)  Exercisability.  Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be
determined by the Committee, but in no event shall an Option be exercisable
at a rate that is less than 20% per year over five years from the date the
Option is granted, subject to reasonable conditions, such as requirement of

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continued employment.  However, in the case of an Option granted to officers,
directors, or consultants of the Company or any of its affiliates, the Option
may become fully exercisable, subject to reasonable conditions, such as the
requirement of  continued employment, at any time or during any period
established by the Committee more than ten years after the date it is
granted.

          (c)  Exercise of Options.  Except as otherwise provided in the Plan
or in an Award agreement, an Option may be exercised for all, or from time to
time any part, of the Shares for which it is then exercisable.  For purposes
of Section 6 of the Plan, the exercise date of an Option shall be the later
of the date a notice of exercise is received by the Company and, if
applicable, the date payment is received by the Company pursuant to clauses
(i), (ii) or (iii) in the following sentence.  The purchase price for the
Shares as to which an Option is exercised shall be paid to the Company in
full at the time of exercise at the election of the Participant (i) in cash
or its equivalent (e.g., by check), (ii) in Shares having a Fair Market Value
equal to the aggregate Option Price for the Shares being purchased and
satisfying such other requirements as may be imposed by the Committee;
provided, that such Shares have been held by the Participant for no less than
six months (or such other period as established from time to time by the
Committee or generally accepted accounting principles), (iii) partly in cash
and partly in such Shares or (iv) through the delivery of irrevocable
instruments to a broker to deliver promptly to the Company an amount equal to
the aggregate option price for the shares being purchased.  No Participant
shall have any rights to dividends or other rights of a stockholder with
respect to Shares subject to an Option until the Participant has given
written notice of exercise of the Option, paid in full for such Shares and,
if applicable, has satisfied any other conditions imposed by the Committee
pursuant to the Plan.

          (d)  ISOs.  The Committee may grant Options under the Plan that are
intended to be ISOs.  Such ISOs shall comply with the requirements of Section
422 of the Code (or any successor section thereto).  No ISO may be granted to
any Participant who at the time of such grant, owns more than ten percent of
the total combined voting power of all classes of stock of the Company or of
any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of
the Fair Market Value of a Share on the date the ISO is granted and (ii) the
date on which such ISO terminates is a date not later than the day preceding
the fifth anniversary of the date on which the ISO is granted.  Any
Participant who disposes of Shares acquired upon the exercise of an ISO
either (i) within two years after the date of grant of such ISO or
(ii) within one year after the transfer of such Shares to the Participant,
shall notify the Company of such disposition and of the amount realized upon
such disposition.



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          (e)  Attestation.  Wherever in this Plan or any agreement
evidencing an Award a Participant is permitted to pay the exercise price of
an Option or taxes relating to the exercise of an Option by delivering
Shares, the Participant may, subject to procedures satisfactory to the
Committee, satisfy such delivery requirement by presenting proof of
beneficial ownership of such Shares, in which case the Company shall treat
the Option as exercised without further payment and shall withhold such
number of Shares from the Shares acquired by the exercise of the Option.

7.   Terms and Conditions of Stock Appreciation Rights

          (a)  Grants.  The Committee also may grant (i) a Stock Appreciation
Right independent of an Option or (ii) a Stock Appreciation Right in
connection with an Option, or a portion thereof.  A Stock Appreciation Right
granted pursuant to clause (ii) of the preceding sentence (A) may be granted
at the time the related Option is granted or at any time prior to the
exercise or cancellation of the related Option, (B) shall cover the same
Shares covered by an Option (or such lesser number of Shares as the Committee
may determine) and (C) shall be subject to the same terms and conditions as
such Option except for such additional limitations as are contemplated by
this Section 7 (or such additional limitations as may be included in an Award
agreement).

          (b)  Terms.  The exercise price per Share of a Stock Appreciation
Right shall be an amount determined by the Committee but in no event shall
such amount be less than the greater of (i) the Fair Market Value of a Share
on the date the Stock Appreciation Right is granted or, in the case of a
Stock Appreciation Right granted in conjunction with an Option, or a portion
thereof, the Option Price of the related Option and (ii) an amount permitted
by applicable laws, rules, by-laws or policies of regulatory authorities or
stock exchanges.  Each Stock Appreciation Right granted independent of an
Option shall entitle a Participant upon exercise to an amount equal to
(i) the excess of (A) the Fair Market Value on the exercise date of one Share
over (B) the exercise price per Share, times (ii) the number of Shares
covered by the Stock Appreciation Right.  Each Stock Appreciation Right
granted in conjunction with an Option, or a portion thereof, shall entitle a
Participant to surrender to the Company the unexercised Option, or any
portion thereof, and to receive from the Company in exchange therefor an
amount equal to (i) the excess of (A) the Fair Market Value on the exercise
date of one Share over (B) the Option Price per Share, times (ii) the number
of Shares covered by the Option, or portion thereof, which is surrendered.
The date a notice of exercise is received by the Company shall be the
exercise date.  Payment shall be made in Shares or in cash, or partly in
Shares and partly in cash (any such Shares valued at such Fair Market Value),
all as shall be determined by the Committee.  Stock Appreciation Rights may
be exercised from time to time upon actual receipt by the Company of written
notice of exercise stating the number of Shares with respect to which the

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Stock Appreciation Right is being exercised.  No fractional Shares will be
issued in payment for Stock Appreciation Rights, but instead cash will be
paid for a fraction or, if the Committee should so determine, the number of
Shares will be rounded downward to the next whole Share.

          (c)  Limitations.  The Committee may impose, in its discretion,
such conditions upon the exercisability or transferability of Stock
Appreciation Rights as it may deem fit.

          (d)  Limited Stock Appreciation Rights.  The Committee may grant
LSARs that are exercisable upon the occurrence of specified contingent
events.  Such LSARs may provide for a different method of determining
appreciation, may specify that payment will be made only in cash and may
provide that any related Awards are not exercisable while such LSARs are
exercisable.  Unless the context otherwise requires, whenever the term "Stock
Appreciation Right" is used in the Plan, such term shall include LSARs.

8.   Other Stock-Based Awards

          (a)  Generally.  The Committee, in its sole discretion, may grant
Awards of Shares, Awards of restricted Shares and Awards that are valued in
whole or in part by reference to, or are otherwise based on the Fair Market
Value of, Shares ("Other Stock-Based Awards").  Such Other Stock-Based Awards
shall be in such form, and dependent on such conditions, as the Committee
shall determine, including, without limitation, the right to receive one or
more Shares (or the equivalent cash value of such Shares) upon the completion
of a specified period of service, the occurrence of an event and/or the
attainment of performance objectives.  Other Stock-Based Awards may be
granted alone or in addition to any other Awards granted under the Plan.
Subject to the provisions of the Plan, the Committee shall determine to whom
and when Other Stock-Based Awards will be made, the number of Shares to be
awarded under (or otherwise related to) such Other Stock-Based Awards;
whether such Other Stock-Based Awards shall be settled in cash, Shares or a
combination of cash and Shares; and all other terms and conditions of such
Awards (including, without limitation, the vesting provisions thereof and
provisions ensuring that all Shares so awarded and issued shall be fully paid
and non-assessable).

          (b)  Performance-Based Awards.  Notwithstanding anything to the
contrary herein, certain Other Stock-Based Awards granted under this
Section 8 may be granted in a manner which is deductible by the Company under
Section 162(m) of the Code (or any successor section thereto) ("Performance-
Based Awards").  A Participant's Performance-Based Award shall be determined
based on the attainment of written performance goals approved by the
Committee for a performance period established by the Committee (i) while the
outcome for that performance period is substantially uncertain and (ii) no
more than 90 days after the commencement of the performance period to which

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the performance goal relates or, if less, the number of days which is equal
to 25 percent of the relevant performance period.  The performance goals,
which must be objective, shall be based upon one or more of the following
criteria: (i) consolidated earnings before or after taxes (including earnings
before interest, taxes, depreciation and amortization); (ii) net income;
(iii) operating income; (iv) earnings per Share; (v) book value per Share;
(vi) return on shareholders' equity; (vii) expense management; (viii) return
on investment; (ix) improvements in capital structure; (x) profitability of
an identifiable business unit or product; (xi) maintenance or improvement of
profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or
sales; (xv) costs; (xvi) cash flow; (xvii) working capital and (xviii) return
on assets.  The foregoing criteria may relate to the Company, one or more of
its Subsidiaries or one or more of its divisions or units, or any combination
of the foregoing, and may be applied on an absolute basis and/or be relative
to one or more peer group companies or indices, or any combination thereof,
all as the Committee shall determine.  In addition, to the degree consistent
with Section 162(m) of the Code (or any successor section thereto), the
performance goals may be calculated without regard to extraordinary items.
The Committee shall determine whether, with respect to a performance period,
the applicable performance goals have been met with respect to a given
Participant and, if they have, to so certify and ascertain the amount of the
applicable Performance-Based Award.  No Performance-Based Awards will be paid
for such performance period until such certification is made by the
Committee.  The amount of the Performance-Based Award actually paid to a
given Participant may be less than the amount determined by the applicable
performance goal formula, at the discretion of the Committee. A Performance-
Based Award shall include a maximum performance level above which no
increased payment will be made. The amount of the Performance-Based Award
determined by the Committee for a performance period shall be paid to the
Participant at such time as determined by the Committee in its sole
discretion after the end of such performance period; provided, however, that
a Participant may, if and to the extent permitted by the Committee and
consistent with the provisions of Section 162(m) of the Code, elect to defer
receipt of a Performance-Based Award.

9.   Adjustments Upon Certain Events

          Notwithstanding any other provisions in the Plan to the contrary,
the following provisions shall apply to all Awards granted under the Plan:

          (a)  Generally.  In the event of any change in the outstanding
Shares after the Effective Date by reason of any Share dividend or split,
reverse Share split reorganization, recapitalization, merger, consolidation,
spin-off, reclassification, combination or transaction or exchange of Shares

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or other corporate exchange, or any distribution to shareholders of Shares
other than regular cash dividends or any transaction similar to the
foregoing, the Committee in its sole discretion and without liability to any
person may make such substitution or adjustment, if any, as it deems to be
equitable, as to (i) the number or kind of Shares or other securities issued
or reserved for issuance pursuant to the Plan or pursuant to outstanding
Awards, (ii) the Option Price or exercise price of any stock appreciation
right and/or (iii) any other affected terms of such Awards.

          (b)  Change in Control. In the event of a Change of Control after
the Effective Date, (i) the Committee may, but shall not be obligated to,
provide that any outstanding Awards then held by Participants which are
unexercisable or otherwise unvested shall automatically be deemed exercisable
or otherwise vested, as the case may be, as of immediately prior to such
Change of Control and (ii) the Committee may, but shall not be obligated to,
make provision for a cash payment to the holder of an outstanding Award in
consideration for the cancellation of such Award which, in the case of
Options and Stock Appreciation Rights, shall equal the excess, if any, of the
Fair Market Value of the Shares subject to such Options or Stock Appreciation
Rights over the aggregate exercise price of such Options or Stock
Appreciation Rights.

10.  No Right to Employment or Awards

          The granting of an Award under the Plan shall impose no obligation
on the Company or any Subsidiary to continue the employment or service or
consulting relationship of a Participant and shall not lessen or affect the
Company's or Subsidiary's right to terminate the employment or service or
consulting relationship of such Participant.  No Participant or other Person
shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Participants, or holders or beneficiaries of
Awards.  The terms and conditions of Awards and the Committee's
determinations and interpretations with respect thereto need not be the same
with respect to each Participant (whether or not such Participants are
similarly situated).

11.  Successors and Assigns

          The Plan shall be binding on all successors and assigns of the
Company and a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the Participant's
creditors.





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12.  Nontransferability of Awards

          Unless otherwise determined by the Committee, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by
the laws of descent and distribution; provided, however, that in no event
shall an Option be transferable or assignable by the Participant otherwise
than by will or by the laws of descent and distribution or, under certain
circumstances pursuant to applicable law (including, without limitation,
gifts to "immediate family"members).  An Award exercisable after the death of
a Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.

13.  Amendments or Termination

          The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which, (a) without the
approval of the shareholders of the Company, would (except as is provided in
Section 9 of the Plan), increase the total number of Shares reserved for the
purposes of the Plan or change the maximum number of Shares for which Awards
may be granted to any Participant or (b) without the consent of a
Participant, would impair any of the rights or obligations under any Award
theretofore granted to such Participant under the Plan; provided, however,
that the Committee may amend the Plan in such manner as it deems necessary to
permit the granting of Awards meeting the requirements of the Code or other
applicable laws.  Notwithstanding the foregoing, the total number of Shares
reserved for the purposes of the Plan may in no event be increased to an
amount in excess 30 percent of all outstanding Shares ((on a fully diluted
basis, including Shares underlying convertible preferred or convertible
senior Common Shares) as of the date any such calculation is made.

14.  Choice of Law

           The Plan shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to conflicts of laws.

15.  Effectiveness of the Plan

          The Plan shall be effective as of the Effective Date, subject to
the approval of the shareholders of the Company, which shall be obtained
within twelve months of the Effective Date.










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