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EXHIBIT 10.15
 ARRIS GROUP, INC.
2007 STOCK INCENTIVE PLAN
 PURPOSE AND EFFECTIVE DATE.
 ADMINISTRATION.
 SHARES SUBJECT TO PLAN.
 ELIGIBILITY.
 AWARDS.




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(a)
    
    All awards granted under the Plan shall be evidenced by agreements in
such form and containing such terms and conditions not inconsistent with the Plan
as the Committee shall prescribe.(b)
    
    The exercise price of any option or stock appreciation right shall not
be less than the fair market value of a corresponding number of Shares as of the
date of grant, except options or stock appreciation rights being granted to replace
options or rights not initially granted by the Company or its predecessors may be
granted with exercise prices that in the judgment of the Committee result in
options or rights having comparable value to the options or rights being replaced.
The maximum term on options and stock appreciation rights shall not exceed ten (10)
years.(c)
    
    Options and stock appreciation rights shall vest over a minimum of
three years (and shall vest no more quickly than ratably), and all other awards
shall have a minimum vesting or holding period of three years, provided
that (i) awards that are issued in connection with mergers and acquisitions may
have vesting and holding periods that are the same as any awards that they are
replacing or otherwise as deemed appropriate by the Committee, and (ii) a vesting
or holding period may be reduced as a result of death, disability, retirement, a
merger or sale, termination of employment or other extraordinary event. In the
absence of an extraordinary event, the vesting and holding restrictions applicable
to an award shall not be reduced or otherwise waived.(d)
    
    No more than 2,000,000 of the Shares may be awarded in a form other
than options or stock appreciation rights. The aggregate number of Shares with
respect to which incentive stock options may be issued under the Plan shall not
exceed 4,000,000.(e)
    
    No option may be repriced by amendment, substitution or cancellation
and regrant, unless authorized by the stockholders. Adjustments pursuant to Section
3 above shall not be considered repricing.(f)
    
    When issuing performance shares or units performance criteria may
include: revenue; earnings before interest, taxes, depreciation and amortization
(EBITDA); cash earnings (earnings before amortization of intangibles); operating
income; pre- or after-tax income; earnings per share, net cash flow; net cash flow
per share; net earnings; return on equity; return on total capital; return on
sales, return on net assets employed, return on assets; economic value added (or an
equivalent metric); share price performance; total shareholder return; improvement
in or attainment of expense levels; and improvement in or attainment of working
capital levels. Performance criteria may be related to a specific customer or
group of customers or geographic region. Performance criteria may be measured
solely on a corporate, subsidiary or division basis, or a combination thereof.
Performance criteria may reflect absolute entity performance or a relative
comparison of entity performance to the performance of a peer group of entities or
other external measure of the selected performance criteria. Profit, earnings and
revenues used for any performance goal measurement may exclude any extraordinary or
nonrecurring items.(g)
    
    All awards may be settled in cash, shares or deferred delivery, as
authorized by the Committee.(h)
    
    Shares granted from the plan may be used as form of payment for
compensation, grants or rights earned or due under other Company plans or
arrangements.
 AMENDMENT OF THE PLAN.




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GENERAL