Amended and Restated Stock Option Agreement



 Exhibit 10.3 
  
 Amended and Restated 
 Non-Qualified Stock Option Agreement for Directors 
 (for Options vesting on or after
January 1, 2005 with date certain) 
  
 AirNet Communications Corporation,
a Delaware corporation (the “Company”), previously granted on the     th day of
                     to
                             (“Optionee”), an option to purchase a maximum of
             Common Shares, at the price of $         per share (“Option Price”). Said option has been
bifurcated effective this     th day of                      2005 to operationally comply with the
requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to distinguish between options vested prior to January 1, 2005 (not subject to section 409A of the Code) and options vesting on or after
January 1, 2005 (subject to section 409A of the Code). Options vesting on or after January 1, 2005 are now subject to the following terms and conditions: 
  
 1. Grant Under 1999 Equity Incentive Plan. This option is granted pursuant to and is governed by the Company’s 1999 Equity
Incentive Plan (the “Plan”), as amended, and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. Determinations made in connection with this option pursuant to the Plan shall be governed by
the Plan as it exists on this date. 
  
 2. Grant as Non-Qualified Stock Option:
Other Options. This option is a non-statutory stock option and is not intended to qualify as an Incentive Stock Option under section 422 of the Code. This option is in addition to any other options heretofore or hereafter granted to the Optionee
by the Company, but a duplicate original of this instrument shall not effect the grant of another option. 
  
 3. Triggering Events. The Optionee may exercise this option for up to              on the earliest of the following events
(“Triggering Event”): 
  

	 	a.	Termination of service from the Board for any reason, including resignation; 

  

	 	b.	Death; 

  

	 	c.	Disability (as defined below); 

  

	 	d.	A “change in control” (as defined below); 

  

	 	e.	An “unforeseeable emergency” (as defined below) and 

  

	 	f.	March 15, 2011 (“Date Certain”). 

  
 For purposes of this Agreement, an Optionee is “disabled” if the Optionee is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. 







 For the purposes of this Agreement, “change in control” means: 
  

	 	i.	the acquisition, in a single transaction or series of related transactions, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange act) of 50% or more of either (i) the outstanding shares of common stock of the Company immediately after the
consummation of such acquisition (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the outstanding voting securities of the Company entitled to vote generally in the election of directors immediately after
the consummation of such acquisition (the “Outstanding Company Voting Securities”) or; 

  

	 	ii.	a majority members of the Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the
members of the Company’s Board of Directors prior to the date of the appointment or election; or 

  

	 	iii.	the approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, more than
50% of, respectively, then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may be; or 

  

	 	iv.	the approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially
all of the assets of the Company. 

  
 For purposes of this
Agreement, “unforeseeable emergency” means a severe financial hardship to the Optionee resulting from an illness or accident of the Optionee, the Optionee’s spouse, or a dependent (as defined in Code section 152(a)) of the Optionee,
loss of the Optionee’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Optionee. 
  

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 The amount that is vested and exercisable upon the occurrence of an Unforeseeable Emergency may not exceed the amount
necessary to satisfy such emergency plus any amount necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). 
  
 4. Exercise of Options. The Optionee may exercise this option for up to the number of shares set forth above provided that:

  

	 	a.	Upon a Triggering Event described in subparagraphs (a) – (e) of Article 3 of this Agreement, the options must be exercised prior to March 15th of the year following the Triggering Event. If such options are not exercised prior to March 15th of the year following the Triggering Event, such options will expire. 

  

	 	b.	Upon a Triggering Event described in subparagraph (f) of Article 3 of this Agreement, the options must be exercised provided, however, that options may be exercised and paid
out after the Date Certain if it is not administratively feasible to exercise and pay out such amount on the Date Certain, but such options must be exercised no later than 10 days following the Date Certain. If such options are not exercised prior
to 10 days following the Date Certain, such options will expire. 

  
 5. Death. If the Optionee dies while serving as a director of the Company, this option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of his death, by
his estate, personal representative or beneficiary to whom this option has been assigned pursuant to Article 9, subject to the exercise timing requirements to exercise the option in Article 4. 
  
 6. Partial Exercise. Exercise of this option up to the extent above stated may be made
in part at any time and from time to time within the above limits. 
  
 7.
Payment of Option Price. Payment of the purchase price for options exercised by the Optionee shall be made: (i) in United States dollars in cash or by check, (ii) with the consent of the Company, through delivery of shares of Common
Stock having a fair market value as of the date of the exercise equal to the cash exercise price of the options, (iii) any other form of payment acceptable to the Company, or (iv) any combination of subparagraphs 7(i), 7(ii) and 7(iii).

  
 8. Agreement to Purchase for Investment. By acceptance of this option,
the Optionee agrees that a purchase of shares under this option will not be made with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is
in compliance with or exempt from the registration and prospectus requirements of that Act, and the Optionee agrees to sign a certificate to such effect at the time of exercising this option and agrees that the certificate for the shares so
purchased may be inscribed with a legend to ensure compliance with the Securities Act of 1933. 
  

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 9. Method of Exercising Option. Subject to the terms and conditions of this Agreement, this option may be
exercised by prior written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company shall designate. Such notice shall state the election to exercise this option and the number of shares in
respect of which it is being exercised and shall be signed by the person or persons so exercising this option. Such notice shall be accompanied by payment of the full purchase price of such shares, and the Company shall deliver a certificate or
certificates representing such shares as soon as practicable after the notice shall be received. The certificate or certificates for the shares as to which this option shall have been so exercised shall be registered in the name of the person or
persons so exercising this option (or, if this option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising this option, shall be registered in the name of the Optionee and another person jointly, with
right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising this option. In the event this option shall be exercised, pursuant to Article 4 hereof, by any person or persons other
than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this option. All shares that shall be purchased upon the exercise of this option as provided herein shall be fully paid and
non-assessable. 
  
 10. Option Not Transferable. This option is not
transferable or assignable except by will or by the laws of descent and distribution. During the Optionee’s lifetime only the Optionee can exercise this option. 
  
 11. No Obligation to Exercise Option. The grant and acceptance of this option imposes no obligation on the Optionee to exercise it.

  
 12. No Rights as Stockholder until Exercise. The Optionee shall have no
rights as a stockholder with respect to shares subject to this Agreement until a stock certificate therefor has been issued to the Optionee and is fully paid for. Except as is expressly provided in the Plan with respect to certain changes in the
capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to the date such stock certificate is issued. 
  
 13. Withholding Taxes. The Optionee hereby agrees that the Company may withhold from the Optionee’s wages the appropriate amount
of federal, state and local withholding taxes attributable to this Non-Qualified Stock Option. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such wages, or (with respect to compensation income
attributable to the exercise of this option) in kind from the Common Shares otherwise deliverable to the optionee on exercise of this option. The Optionee further agrees that, if the Company does not withhold an amount from the Optionee’s wages
sufficient to satisfy the Company’s withholding obligation, the Optionee will reimburse the Company on demand, in cash, for the amount under withheld. 
  
 14. Lock-up Agreement. The Optionee agrees that the Optionee will not, for a period of at least ninety (90) days following the effective date of the
Company’s distribution of securities in an underwritten public offering to the general public pursuant to a registration statement filed with the Securities and Exchange Commission, directly or indirectly, sell, offer to sell or otherwise
dispose of the shares purchased upon the exercise of the options granted hereunder other than any such shares which are included in such public offering. 
  

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 15. Section 409A Compliance. This Agreement represents an amendment and restatement of a prior option granted
to                      on the      day of
                     and is a bifurcation in operational compliance with Code section 409A for stock options vesting on or after
January 1, 2005. This Agreement is not a grant of new options to the Optionee. 
  
 16. Provision of Documentation to Optionee. By signing this Agreement the Optionee acknowledges receipt of a copy of this Agreement and a copy of the Plan. 
  
 17. Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of Delaware.

  
 IN WITNESS WHEREOF, the Company and the Optionee have caused
this instrument to be executed as of the day and year first above written, and the Optionee whose signature appears below acknowledges receipt of a copy of the Plan and acceptance of an original copy of this Agreement. 
  

					
	 	 	AIRNET COMMUNICATIONS CORPORATION
			
	  

	 	By:	 	  


	Optionee Signature	 	 	 	Stuart P. Dawley
	 	 	 	 	Vice President & General Counsel

  
 Grant Approved by the full Board of
Directors by Unanimous Written Consent. 
  

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