**EXHIBIT
        10.18**




**NextWave
      Wireless Inc.**




**GO
      Networks, Inc. Employee Stock Bonus Plan**




**Section
      1.** **Purpose**




The
      GO
      Networks, Inc. Employee Stock Bonus Plan (the “ Plan ”),
      effective as of the date that NextWave Wireless, Inc. (“ NextWave ”)
      acquires GO Networks, Inc. (the “ Company ”).
      The
      Plan is intended to induce individuals to enter into, and continue after the
      Effective Date, an employment relationship with NextWave and its affiliates,
      including the Company. It is also specifically designed to provide participants
      with an incentive to assist the Company in achieving Customer Acceptance of
      at
      least 3,000 Product Units within 18 months after the Effective Date. The Plan
      is
      a bonus plan and therefore is exempt from the application of the Employee
      Retirement Income Security Act of 1974, as amended.




**Section
      2.** **Participation**




**2.1**  **Eligibility
      and Terms of Participation** .
      The
      Board of Directors of NextWave, or the Compensation Committee thereof (in either
      case, the “ Board ”),
      in
      consultation with the Chief Executive Officer of the Company, shall determine
      in
      its sole discretion the employees who are entitled to participate in the Plan,
      the amount of stock bonus for each participant and the terms and conditions
      applicable to each stock bonus. No employee shall be entitled to participate
      unless and until the employee’s participation is confirmed in writing by
      NextWave or the Company by means of a separate letter of participation
      (“ Participation
      Letter ”).
      A
      Participation Letter may set forth any additional terms and conditions of
      participation (beyond the provisions of the Plan) as NextWave or the Company
      may, in its sole discretion, determine. If so provided in a Participation
      Letter, a participant shall not become a participant unless and until he or
      she
      signs and agrees to the terms and conditions of such Participation Letter and
      the Plan.




**2.2**  **Termination
      of Participation** .
      A
      participant’s participation in the Plan shall automatically terminate, without
      notice to or consent of the participant, and the participant shall not be
      treated as a participant, upon the earliest to occur of the following events:
      (i) the participant’s termination of employment by NextWave or any of its
      affiliates, including the Company, for Cause; (ii) the participant’s resignation
      other than for Good Reason from NextWave and its affiliates, including the
      Company; or (iii) any termination of participation in accordance with the
      participant’s Participation Letter.




**Section
      3.** **Shares;
      Registration; Adjustment**




**3.1**  **Shares
      Subject to the Plan** .
      The
      Shares issuable under the Plan are shares of common stock of NextWave, par
      value
      $.001. The maximum number of Shares reserved for issuance over the term of
      the
      Plan shall be such number that has, as of the Effective Date, has an aggregate
      Fair Market Value (rounded down to the nearest whole Share) of
      $5,000,000.









**3.2**  **Registration** .
      NextWave shall file a Registration Statement on Form S-8 registering the
      issuance of the Shares and shall use its reasonable best efforts to have such
      Registration Statement declared effective at or prior to the 12 month
      anniversary of the Effective Date.




**3.3**  **Share
      Adjustment** **.** If,
      after the Effective Date, a stock dividend, stock split, reverse stock split,
      recapitalization (including payment of an extraordinary dividend), merger,
      consolidation, combination, spin-off, reclassification, distribution of assets
      to stockholders, exchange of shares, or other similar corporate change affecting
      the Shares occurs such that an adjustment is determined by the Board (in its
      sole discretion) to be appropriate in order to prevent dilution or enlargement
      of the benefits or potential benefits intended to be made available under the
      Plan, then the Board shall, in such manner as it may deem equitable, adjust
      the
      number and class of Shares subject to any stock bonus payable under the Plan.
      Notwithstanding the preceding, the number of Shares with respect to any stock
      bonus shall always shall be a whole number.




**Section
      4.** **Stock
      Bonus** .




**4.1**  **Establishment
      of Bonus** .
      Subject
      to the terms of the applicable Participation Letter and Section 6, a participant
      shall be eligible to receive a stock bonus under the Plan. The maximum amount
      of
      such bonus shall be expressed as an aggregate dollar amount which shall be
      set
      forth in the applicable Participation Letter (“ Participant’s
      Maximum Bonus Amount ”).
      The
      bonus shall be paid in one or two installments, as a Milestone 1 Bonus and
      a
      Milestone 2 Bonus.




**4.2**  **Milestone
      1 Bonus** .




(i)  Eligibility
      for Milestone 1 Bonus .
      Subject
      to the terms of the applicable Participation Letter and 6, a participant shall
      be eligible to receive a Milestone 1 Bonus, if the following conditions are
      satisfied:




(A)  Customer
      Acceptance of at least 500 Product Units by the first anniversary of the
      Effective Date; and




(B)  except
      as
      provided in Section 5, the participant is continuously employed by NextWave
      or
      its affiliates, including the Company, from the Effective Date until the first
      anniversary of the Effective Date (“ Milestone
      1 Period ”); and




(C)  the
      Key
      Employee Requirement is satisfied.




(ii)  Amount
      of Milestone 1 Bonus .
      Provided the conditions are satisfied, the amount of a Milestone 1 Bonus, if
      any, shall be determined as a percentage of the participant’s Maximum Bonus
      Amount in accordance with the following:









**Number
                of Product Units of which there is Customer Acceptance during the
                Milestone 1 Period**
            **Percentage
                of Participant’s Maximum Bonus Amount**At
                least 3,000
            100%More
                than 2,000 but less than 3,000
            75%,
                plus an additional .025% for each Product Unit in excess of 2,000
                of which
                there is Customer Acceptance
              For
                example, if there is Customer Acceptance of 2,500 Product Units,
                the
                amount of the Milestone 1 Bonus is 87.5% of the Maximum Bonus
                AmountExactly
                2,000
            75%More
                than 1,000 but less than 2,000
            50%Exactly
                1,000
            50%More
                than 500 but less than 1,000
            25%,
                plus an additional .05% for each Product Unit in excess of 500 of
                which
                there is Customer Acceptance
              For
                example, if there is Customer Acceptance of 750 Product Units, the
                amount
                of the Milestone 1 Bonus is 37.5% of the Maximum Bonus AmountExactly
                500
            25%Less
                than 500
            0%




**4.3**  **Milestone
      2 Bonus** . ****




(i)  Eligibility
      for Milestone 2 Bonus .
      Subject
      to the terms of the applicable Participation Letter and Section 6, a participant
      shall be eligible to receive a Milestone 2 Bonus, if the following conditions
      are satisfied:




(A)  Customer
      Acceptance of at least 2000 Product Units by the date that is 18 months after
      the Effective Date; and









(B)  except
      as
      provided in Section 5, the participant is continuously employed by NextWave
      or
      its affiliates, including the Company, from the Effective Date until the earlier
      of (1) the date that is 18 months after the Effective Date, or (2) the date
      on
      which there is Customer Acceptance of 3,000 Product Units (the “ Milestone
      2 Period ”) *.*




(ii)  Amount
      of Milestone 2 Bonus .
      Provided the conditions are satisfied, the amount of a Milestone 2 Bonus, if
      any, shall vary based on whether the Key Employee Requirement is satisfied,
      and
      in any event be determined in accordance with the following:




***Key
                Employee Requirement Satisfied*****Number
                of Product Units of which there is Customer Acceptance during the
                Milestone Periods**
            **Percentage
                of Participant’s Maximum Bonus Amount**At
                least 3,000
            100%*minus*the amount of the Milestone 1 Bonus, if anyMore
                than 2,000 but less than 3,000
            75%,
                plus an additional .025% for each Product Unit in excess of 2,000
                of which
                there is Customer Acceptance,*minus*the amount of the Milestone 1 Bonus, if anyExactly
                2,000
            75%*minus*the amount of the Milestone 1 Bonus, if anyLess
                than 2,000
            0%










***Key
                Employee Requirement Not Satisfied*****Number
                of Product Units of which there is Customer Acceptance during the
                Milestone Periods**
            **Percentage
                of Participant’s Maximum Bonus Amount**At
                least 3,000
            50%More
                than 2,000 but less than 3,000
            25%,
                plus an additional .025% for each Product Unit in excess of 2,000
                of which
                there is Customer AcceptanceExactly
                2,000
            25%Less
                than 2,000
            0%




**4.4**  **Key
      Employee Requirement** **.** The
      Key
      Employee Requirement shall be deemed satisfied if, as of the first anniversary
      of the Effective Date none of the Senior Executives (as defined below) or other
      Key Employees has terminated employment with NextWave and its affiliates,
      including the Company. Any Senior Executive or other Key Employee who is
      terminated by NextWave or its affiliate without Cause or has resigned from
      NextWave or its affiliate for Good Reason shall be disregarded for purposes
      of
      the Key Employee Requirement. Up to four (4) Key Employees as of the Effective
      Date (excluding Senior Executives) whose employment with NextWave or its
      affiliate has terminated other than by NextWave or its affiliate without Cause
      or by a Key Employee for Good Reason may be replaced by the Chief Executive
      Officer, in consultation with the Board, with another individual of comparable
      skill and experience. The absence of such Key Employee shall be disregarded
      and
      such replacement shall be treated as a Key Employee for purposes of the Key
      Employee Requirement.




**4.5**  **Form
      and Time of Payment** **.**




(i)  Payment
      in Shares. Any
      stock bonus payable under the Plan shall be paid in the form of Shares, except
      cash shall be paid in lieu of any fractional Shares as follows. If a Milestone
      1
      Bonus is payable, the Company shall issue to each eligible participant a number
      of Shares (rounded down to the nearest whole Share) with an aggregate Fair
      Market Value as of the last day of the Milestone 1 Period equal to the amount
      of
      the Milestone 1 Bonus, plus cash in lieu of any fractional Shares.




If
      a
      Milestone 2 Bonus is payable and the Company has previously paid the participant
      a Milestone 1 Bonus, the Company shall issue to each eligible participant a
      number of Shares (rounded down to the nearest whole Share) that when aggregated
      with Shares (the Fair Market Value of which is determined as of the last day
      of
      the Milestone 1 Period) and cash that were paid to the participant as a
      Milestone 1 Bonus equals the amount of the Milestone 2 Bonus.









If
      a
      Milestone 2 Bonus is payable and the Company has not previously paid the
      participant a Milestone 1 Bonus, the Company shall issue to each eligible
      participant a number of Shares (rounded down to the nearest whole Share) with
      an
      aggregate Fair Market Value as of the last day of the Milestone 2 Period equal
      to the amount of the Milestone 2 Bonus, plus cash in lieu of fractional
      Shares.




(ii)  Time
      of Payment .
      Shares
      shall be issued as soon as practicable after the applicable Milestone Period.
      In
      no event shall the Shares be issued later than 2-1/2 months after the end of
      the
      tax year of the Company following the tax year in which the applicable Milestone
      Period ended.




**Section
      5.** **Change
      in Status**




**5.1**  **Termination
      or Transfer of Employment** .
      Upon a
      participant’s termination of employment with the Company for any reason, the
      participant’s entitlement, if any, to a stock bonus shall be determined and his
      or her participation in the Plan shall end, except as provided in this Section
      5
      or as otherwise specifically agreed or determined in writing by the
      Board.




**5.2**  **Involuntary
      Termination Without Cause or Resignation for Good
      Reason** .
      Each
      participant whose employment with NextWave or its affiliate, including the
      Company, is terminated by such employer without Cause or by the participant
      for
      Good Reason within 90 days prior to the last day of any Milestone Period shall
      be entitled to the stock bonus payable with respect to such Milestone Period,
      if
      any, as if the participant had remained in continuous employment until the
      last
      day of the Milestone Period. Such participant shall have no rights to any stock
      bonuses with respect to Milestone Periods ending more than 90 days after any
      such termination of employment.




**5.3**  **Involuntary
      Termination for Cause or Resignation Without Good
      Reason** .
      Each
      participant whose employment with NextWave or its affiliate, including the
      Company, is terminated by the participant without Good Reason or by such
      employer (or was terminable by such employer) for Cause shall forfeit any right
      as of the date of termination to receive any unpaid balance (whether earned
      or
      unearned) of the participant’s stock bonus award, unless otherwise provided in
      the participant’s Participation Letter or otherwise specifically agreed or
      determined in writing by the Board.




**5.4**  **Death
      or Disability** .
      Each
      participant whose employment is terminated by reason of the participant’s death
      or total disability (as determined in accordance with the Company’s long term
      disability plan applicable to the participant or, if no such plan, the long
      term
      disability plan of NextWave or its affiliate, including the Company, applicable
      to employees generally, or if none, in accordance with Section 22(e)(3) of
      the
      Internal Revenue Code of 1986, as amended) prior to the completion of either
      Milestone Period shall be entitled to a pro rata amount of the stock bonus
      payable with respect to the Milestone Period, if any, that the participant
      would
      have received if the participant had been continuously employed through the
      end
      of both Milestone Periods. Such pro rata amount shall be the applicable stock
      bonus payable multiplied by a fraction (not to exceed the value of 1), the
      numerator of which is the number of days of actual employment from the Effective
      Date through the termination date and the denominator of which is, with respect
      to a Milestone 1 Bonus, the number of days during the Milestone 1 Period or,
      with respect to a Milestone 2 Bonus, the number of days during both Milestone
      Periods. Such pro-rata bonus shall be payable at such time as bonuses are
      otherwise payable under the Plan.









**5.5**  **Transfer
      of Employment to a Non-Subsidiary Affiliate of NextWave** .
      Each
      participant who transfers employment from NextWave or its wholly owned
      subsidiaries, to any nonsubsidiary affiliate thereof within 90 days prior to
      the
      last day of any Milestone Period shall be entitled to the stock bonus payable
      with respect to such Milestone Period, if any, as if the participant had
      remained in continuous employment until the last day of the Milestone Period.
      Such participant shall have no rights to any stock bonuses with respect to
      Milestone Periods ending more than 90 days after any such transfer.




**5.6**  **No
      Duplication or Mitigation** .
      The
      amounts payable under the Plan are in consideration of a participant’s
      continuation of employment or availability for continued employment and shall
      not be treated as severance pay. Accordingly, the amounts payable under the
      Plan
      shall not be reduced by any severance to which the participant may be entitled
      under other severance plans of or agreements with NextWave and its affiliate,
      including the Company, if any. A participant shall not be required to undertake
      any mitigation in order to receive payment of any amounts otherwise payable
      under the Plan.




**Section
      6**  **Conditions
      to Payment** .




**6.1**  **Release** .
      Notwithstanding any other provision in the Plan, each participant (other than
      any deceased participant) shall, as a condition to entitlement to any and all
      bonuses under the Plan, provide to the Company (i) a Non-Competition Agreement,
      in the form set forth in Exhibit D to the Agreement and Plan of Merger, dated
      December 31, 2006, by and among NextWave, GO Acquisition Corp., the Company
      and
      the stockholder representative named therein and (ii) a Release, Covenant Not
      to
      Sue, Non-Disclosure and Non-Solicitation Agreement, in the form set forth in
      Appendix A to the Plan (“ Release
      Agreement ”),
      each
      such agreement being executed by such participant and effective and not
      revocable.




**6.2**  **Tax
      Withholding** **.** NextWave’s
      obligation to issue Shares payable to participants under the Plan shall be
      subject to the satisfaction of all applicable federal, state and local or other
      governmental income and employment or other tax withholding requirements. If
      a
      participant is to experience a taxable event with respect to any portion of
      the
      participant’s stock bonus award, the participant must make arrangements
      satisfactory to NextWave to provide for the timely payment of all applicable
      withholding taxes upon such taxable event. The Board may, in its sole
      discretion, authorize the Company to permit a participant to satisfy the
      obligation to pay all or a portion of any such withholding taxes by having
      the
      Company withhold a portion of the stock bonus award (expressed as Shares payable
      to the participant) equal to the amount of such withholding taxes designated
      by
      the participant and approved by the Board.









**6.3**  **Regulatory
      Approvals** .
      The
      implementation of the Plan and the issuance of any Shares under the Plan shall
      be subject to NextWave’s procurement of all approvals and permits required by
      regulatory authorities having jurisdiction over the Plan and the Shares issued
      pursuant to it. No Shares may be issued or delivered under the Plan unless
      and
      until there shall have been compliance with all applicable requirements of
      United States federal and state and Israeli securities laws, including the
      filing and effectiveness of the Form S-8 registration statement for the Shares
      issuable under the Plan, and all applicable listing requirements of any stock
      exchange on which the Shares are then listed for trading.




**Section
      7.**  **Administration** .




Except
      as
      otherwise set forth in the Plan, the Board shall administer the Plan. The Board
      shall have the authority and responsibility to do all things necessary or
      appropriate to effect the purposes of and to administer the Plan, including,
      without limitation, the power in its sole discretion to:




(i)  provide
      rules for the management, operation and administration of the Plan, and to
      amend
      or supplement such rules;




(ii)  interpret
      or construe the terms of the Plan;




(iii)  correct
      any defect, supply any omission, clarify any ambiguity or reconcile any
      inconsistency in the Plan in such manner and to such extent as it shall deem
      appropriate in its sole discretion;




(iv)  make
      reasonable determinations as to a participant’s eligibility for bonuses under
      the Plan, including determinations as to Cause and Good Reason.




The
      determinations, decisions and actions of the Board or its duly authorized
      delegate shall be final, conclusive and binding for all purposes of the Plan,
      and shall not be subject to any appeal or review.




**Section
      8.**  **Administration** .




Notwithstanding
      any other provision of the Plan, the Plan (including any Schedules) may be
      amended, modified, suspended, or terminated by NextWave; provided, however,
      that
      any such amendment, modification, suspension or termination shall not adversely
      affect the rights of any participant in respect of any stock bonus
      payable.









**Section
      9.**  **Miscellaneous** .




**9.1**  **Severability** .
      If any
      term or condition of the Plan shall be invalid or unenforceable to any extent
      or
      in any application, then the remainder of the Plan, with the exception of such
      invalid or unenforceable provision, shall not be affected thereby and shall
      continue in effect and application to its fullest extent. If, however, NextWave
      determines in good faith that any term or condition of the Plan which is invalid
      or unenforceable is material to the interests of NextWave, NextWave may declare
      the Plan null and void in its entirety.




**9.2**  **No
      Employment Rights** .
      The
      establishment of the Plan and the selection of any employee for participation
      in
      the Plan does not, and shall not be held or construed to, confer upon any
      employee the right to a continuation of employment by NextWave or any of its
      affiliates, including the Company. Subject to any applicable employment
      agreement, NextWave and its affiliates, including the Company, reserves the
      right to dismiss any employee or otherwise deal with any employee to the same
      extent as though the Plan had not been adopted.




**9.3**  **Non-Property
      Interest** .
      The
      Plan is unfunded and any liability of NextWave to any person with respect to
      bonuses payable under the Plan shall give rise to a claim as an unsecured
      creditor against the general assets of NextWave. Any participant who may have
      or
      claim any interest in or right to any bonuses payable hereunder shall rely
      solely upon the unsecured promise of NextWave for the payment thereof. Nothing
      herein contained shall be construed to give to or vest in the participant or
      any
      other person now or at any time in the future, any right, title, interest or
      claim in or to any specific asset, fund, reserve, account, insurance or annuity
      policy or contract, or other property of any kind whatsoever owned by NextWave
      or its affiliates, or in which NextWave or its affiliates may have any right
      title or interest now or at any time in the future.




**9.4**  **Other
      Rights** .
      The
      Plan shall not affect or impair the rights or obligations of NextWave or the
      Company or a participant under any other written plan, contract, arrangement,
      or
      pension, profit sharing or other compensation plan.




**9.5**  **Incapacity** .
      If
      NextWave or the Company determines that a participant or a beneficiary thereof
      is unable to care for his or her affairs because of illness or accident or
      because he or she is a minor, any bonuses due to such individual may be paid
      to
      such individual’s spouse or any other person deemed by NextWave or the Company
      to have incurred expense for such individual (including a duly appointed
      guardian, committee or other legal representative), and any such payment shall
      be a complete discharge of NextWave’s obligation hereunder.




**9.6**  **Transferability
      of Rights** .
      NextWave shall have the unrestricted right to transfer its obligations under
      the
      Plan with respect to one or more participants to any person, including, but
      not
      limited to, any purchaser of all or any part of the Company’s business. No
      participant or spouse of a participant shall have any right to commute,
      encumber, transfer or otherwise dispose of or alienate any future right or
      expectancy which the participant or such spouse may have at any time to receive
      payments of bonuses hereunder, which bonuses and the right thereto are expressly
      declared to be non-assignable and nontransferable, except to the extent required
      by law. Any attempt to transfer or assign a bonus that has not yet become
      payable by a participant or the spouse of a participant shall, in the sole
      discretion of NextWave (after consideration of such facts as it deems
      pertinent), be grounds for terminating any rights of the participant or his
      or
      her spouse to any bonus under the Plan not previously paid.









**9.7**  **Entire
      Document** .
      The
      Plan, as set forth herein, supersedes any and all prior practices,
      understandings, agreements, descriptions or other non-written arrangements
      respecting retention payments, severance, except for any severance policy or
      agreement, if any, existing as of the Effective Date, and written employment
      contracts signed by NextWave or the Company.




**9.8**  **Governing
      Law** .
      The
      Plan shall be construed, administered, and enforced according to the laws of
      the
      State of Delaware, except to the extent that such laws are preempted by the
      federal laws of the United States of America.




**Section
      10.**  **Definitions** .




The
      following words and phrases as used herein shall have the following meanings,
      unless a different meaning is required by the context:




**10.1**  **“** **Average
      Closing Price** **”** means an
      amount equal to the average per share closing price of NextWave common stock
      (or
      if no closing sale price is reported, the average of the closing bid and closing
      ask prices) (i) on any national securities exchange on which NextWave common
      stock is listed (as reported by Bloomberg, or, if not reported thereby, any
      other authoritative source), or (ii) if NextWave common stock is not listed
      on a
      national securities exchange, quoted in the Over-The-Counter Market Summary,
      in
      either case for the 20 trading days ending with the second trading day
      immediately preceding the relevant determination date. In the absence of such
      a
      listing or quotation, the Average Closing Price shall be determined in good
      faith by the Board.




**10.2**  “ **Cause** ”
shall
      mean any act or failure to act on the part of an employee of NextWave or any
      affiliate (including the Company) which constitutes:




(i)  an
      unauthorized use or disclosure by such employee of the Company’s confidential
      information or trade secrets, which use or disclosure causes material harm
      to
      the Company;




(ii)  a
      material breach by such employee
      of any agreement between the employee and
      the
      Company;




(iii)  a
      material failure by such employee
      to comply with the Company’s written policies or rules;









(iv)  such employee’s conviction of, or plea of “ guilty ”
or
      “ no
      contest ”
to,
      a
      felony under the laws of the United States or any
      state thereof or any foreign jurisdiction in which the Company conducts business
      which if occurring in the United States would constitute a felony under its
      laws
      or the laws of any
      state thereof;




(v)  such
      employee’s gross negligence or willful misconduct;




(vi)  such
      employee’s willful or grossly negligent engagement in any activity competitive
      with the business of the Company in which the employee has not ceased (other
      than for reasons beyond the control of the employee) within 3 business days
      after receiving written notification of such engagement from the Company; or




(vii)  a
      continued failure by such employee to perform assigned duties after receiving
      written notification of such failure from the Company’s Board of
      Directors.




**10.3**  **“** **Cost** **”** means
      the actual cost incurred by the Company to produce a Product Unit plus a
      reasonable allocation as approved by the Board to reserve for expected product
      warranty and return costs.




**10.4**  **“** **Customer
      Acceptance** **”** means
      the acceptance by a customer of a Product Unit which has been sold at or in
      excess of Cost (as defined below), as evidenced by the earlier of (i) receipt
      by
      the Company or NextWave of an acceptance letter, (ii) collection by the
      Company or NextWave of partial payment toward the Product Unit, (iii) the time
      such Product Unit is placed into operation by the customer, or (iv) the ability
      of the Company or NextWave, as the case may be, to recognize revenue related
      to
      such Product Unit under GAAP ; *provided,
      however* ,
      that
      the Board may eliminate the Cost requirement and decide to sell Product Units
      below Cost, *provided,
      further* ,
      that
      during the 17th and 18th months after the Effective Date, solely for customers
      who have previously accepted Product Units in accordance with this definition,
      Customer Acceptance shall occur when the customer takes delivery of the Product
      Unit.




**10.5**  “ **Fair
      Market Value** ”
means,
      with respect to any determination date, the Average Closing Price of the Shares.




**10.6**  “ **Good
      Reason** ”
means
      with respect to NextWave or any affiliate (including the Company),




(i)  the material
      adverse alteration
      of such employee’s title or position from that held by such employee as of the Effective
      Date without
      such employee’s written consent;




(ii)  the material reduction
      of such employee’s total annual compensation as
      of the
      Effective Date without
      such employee’s written consent ;




(iii)  without such
      employee’s written consent, the relocation of such employee’s primary place of
      employment to a location more than 35 miles away from the location of such
      primary place of employment as of the Effective
      Date ;
      or









(iv)  any
      other
      event or condition set forth in the Participation Letter with respect to the
      employee.




**10.6**  **“** **Key
      Employees** **”** means
      the Senior Executives and such additional employees designated as key employees
      as of the Effective Date.




**10.7**  **“** **Key
      Employee Requirement** **”** means
      the
      key employee requirement described in Section 4.4 of the Plan.




**10.8**  **“** **Product
      Unit** **”** means
      one MBW WLS Micro Cellular Wi-Fi Sector Base Station or one MBW WLP Pico
      Cellular Wi-Fi Base Station, each incorporating the Company’s xRFTM smart antenna
      technology.




**10.9**  **“** **Senior
      Executives** **”** means Oz
      Leave, Amir Adler, Ronen Akerman, Roy Kinamon, and Yuval Mor.