**Exhibit 10.4**

**POWERWAVE TECHNOLOGIES**

**1996 DIRECTOR STOCK OPTIONPLAN**

**(AMENDED AND RESTATED)**

**August 12, 2009**

1. **Purchase of the Plan**. The purposeof this 1996 Director Stock Option Plan is to attract and retain the best available personnel to serve as Outside Directors of the Company. 

All options granted hereunder shall be “non-statutory stock options.” 

2. **Definitions**. As used herein, the following definitions shall apply: 

(a)**“Board”** means the Board of Directors of the Company. 

(b) **“Change in Control”**means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the beneficial ownership of more than fifty percent (50%) of theoutstanding securities of the Company; (ii) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated;(iii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iv) a complete liquidation or dissolution of the Company; or (v) any reverse merger in which the Company is the surviving entitybut in which securities possessing more than 50 percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediatelyprior to such merger. 

(c) **“Code”** means the Internal Revenue Code of 1986, as amended. 

(d) **“Common Stock”** means the Common Stock of the Company. 

(e) **“Company”** means Powerwave Technologies, Inc., a Delaware corporation 

(f) **“Continuing Director”**means any member of the Board of Directors of the Company who was a member of the Boardprior to the effective date of the Plan, and any person who is subsequently elected to the Board if such person is recommended or approved by a majority of the Continuing Directors. 

(g) **“Continuous Status as a Director”** means the absence of any interruption of termination of service as a Director.

(h) **“Director”** means a member of the Board. 

(i) **“Employee”** means any person, including officers and Directors, employed by the Company or any Parent orSubsidiary of the Company. The payment of a Director’s fee by the Company shall not be sufficient in and of itself to constitute “employment” by the Company. 

(j) **“Exchange Act”** means the Securities Exchange Act of 1934, as amended. 

(k) **“Fair Market Value”** means, as of any date, the value of Common Stock determined as follows: 

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the NationalMarket System of the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System, the Fair Market Value of a Share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales

were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the last market trading day prior to the day of determination, asreported in the Wall Street Journal or such other source as the Board deems reliable; 

(ii) If the Common Stock is quoted onthe NASDAQ System (but not on the National Market System thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid andlow asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable; or 

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by theBoard. 

(l) **“Option”** means a stock option granted pursuant to the Plan. 

(m) **“Optioned Stock”** means the Common Stock subject to an Option. 

(n) **“Optionee”** means an Outside Director who receives an Option. 

(o) **“Outside Director”** means a Director who is not an Employee. 

(p) **“Parent”** means a “parent corporation,” whether now or hereafter existing, as defined inSection 424(e) of the Code. 

(q) **“Plan”** means this 1996 Director Stock Option Plan. 

(r) **“Share”** means a share of the Common Stock, as adjusted in accordance with section 10 of the Plan. 

(s) **“Subsidiary”** means a “subsidiary corporation,” whether now or hereafter existing, as defined inSection 424(f) of the Code. 

3. **Stock Subject to the Plan**. Subject to the provisions of Section 10 ofthe Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 1,200,000 Shares (the “Pool”) of Common Stock. The Shares may be authorized but unissued, or reacquired Common Stock. 

If an option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which weresubject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. 

4.**Administration of and Grants of Options under the Plan**. 

(a) **Administrator****.** Except asotherwise required herein, the Plan shall be administered by the Board. 

(b) **Powers of the Board**. Subject to theprovisions and restrictions of the Plan, the Board shall have the authority, in its discretion: (i) to determine the timing of Option grants to Outside Directors, the number of shares subject to the Option grant, the time or times at which theOption will become vested, the duration of the Option and all other terms of the Option; (ii) to determine, upon review of relevant information and in accordance with Section 2(i) of the Plan, the Fair Market Value of the Common Stock;(ii) to interpret the Plan; (iii) to prescribe, amend and rescind rules and regulations relating

 

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to the Plan; (iv) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted hereunder; and (v) to makeall other determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding the above, the term of each Option shall be five (5) years and the exercise price per Share shall be 100% of the Fair Market Value perShare on the date of grant of the Option. 

(d) **Effect of Board’s Decision.** All decisions, determinationsand interpretations of the Board shall be final. 

5. **Eligibility**. Options may be granted only to OutsideDirectors. 

The Plan shall not confer upon any Optionee any right with respect to continuation of service as a Director ornomination to serve as a Director, nor shall it interfere in any way with any rights which the Director or the Company have to terminate his or her directorship at any time. 

6. **Term of Plan**. The Plan shall terminate on December 5, 2016, unless sooner terminated under Section 12 of thePlan. 

7. **Consideration**. The consideration to be paid for the Shares to be issued upon exercise of an Option,including the method of payment, shall be determined by the Board and may consist entirely of (i) cash; (ii) check; (iii) promissory note; (iv) other shares which have a Fair Market Value on the date of surrender equal to theaggregate exercise price of the Shares as to which said Option shall be exercised and which, in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than 12 months on the date of surrender;(v) delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds required to pay the exercise price; (vi) delivery of anirrevocable subscription agreement for the Shares which irrevocably obligates the Optionee to take and pay for the Shares not more than 12 months after the date of delivery of the subscription agreement; (vii) any combination of the foregoingmethods of payment; or (viii) such other consideration and method of payment for the issuance of Shares to the extent permitted under applicable law. 

8. **Exercise of Option**. 

(a) **Procedure for Exercise; Rights asa Stockholder****.** Any Option granted hereunder shall be exercisable at such times as are set forth in the option agreement evidencing the Option. 

An Option may not be exercised for a fraction of a Share. 

An Option shall bedeemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option isexercised has been received by the Company. Full payment may consist of any consideration and method of payment allowable under Section 7 of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of aduly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exerciseof the Option. A share certificate for the number of Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for dividend or other right for which the record date is prior tothe date the stock certificate is issued, except as provided in Section 10 of the Plan. 

Exercise of an Option in anymanner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 

 

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(b) **Termination of Continuous Status as a Director.** In the event anOptionee’s Continuous Status as a Director terminates (other than upon the Optionee’s death or total and permanent disability (as defined in Section 22(e)(3) of the Code)), the Optionee may exercise his or her Option, but only withinthree (3) years from the date of such termination , and only to the extent that the Optionee was entitled to exercise it at the date of such termination (but in no event later than the expiration of its five-year term). To the extent that theOptionee was not entitled to exercise an Option at the date of such termination, and to the extent that the Optionee does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate.

(c) **Disability of Optionee.** In the event Optionee’s Continuous Status as a Director terminates as a resultif total and permanent disability (as defined in Section 22(e)(3) of the Code), the Optionee may exercise his or her Option, but only within six (6) months from the date of such termination(but in no event later than the expiration of itsfive-year term). To the extent that the Optionee was not entitled to exercise an Option at the date of termination, or if he or she does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Optionshall terminate. 

(d) **Death of Optionee.** In the event of an Optionee’s death while a Director or within 90days after ceasing to be a Director, the Optionee’s estate or a person who acquired the right to exercise the option by bequest or inheritance may exercise the Option, but only within one year following the date of death, and only to the extentthat the Optionee was entitled to exercise it at the date of death (but in no event later than the expiration of its five-year term). To the extent that the Optionee was not entitled to exercise an Option at the date of death, and to the extent thatthe Optionee’s estate or a person who acquired the right to exercise such Option does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 

9. **Non-Transferability of Options**. The Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of inany manner other than by will, by the laws of descent or distribution or pursuant to a qualified domestic relations order, and may be exercised, during the lifetime of the Optionee, only by the Optionee or a permitted transferee. 

10. **Adjustments**. 

(a) **Changes in Capitalization.** In the event that the stock of the Company is changed by reason of any stock split, reverse stock split, recapitalization, or other change in the capitalstructure of the Company, or converted into or exchanged for other securities as a result of any merger, consolidation or reorganization, or in the event that the outstanding number of shares of stock of the Company is increased through payment of astock dividend, appropriate proportionate adjustments shall be made in the number and class of shares of stock subject to the Plan, the number and class of shares subject to any Option outstanding under the Plan, and the exercise price of any suchoutstanding Option; provided, however, that the Company shall not be required to issue fractional shares as a result of any such adjustment. Any such adjustment shall be made upon approval of the Board, whose determination shall be conclusive. Ifthere is any other change in the number or type of outstanding shares of stock of the Company, or of any other security into which such stock shall have been changed or for which it shall have been exchanged, and if the Board in its sole discretiondetermines that such change equitably requires an adjustment shall be made in accordance with the determination of the Board. No adjustments shall be required by reason of the issuance or sale by the Company for cash or other consideration ofadditional shares of its stock or securities convertible into or exchangeable for shares of its stock. 

(b) **CorporateTransactions.** New Options (substantially equivalent to the Options) may be substituted for the Options granted under the Plan, or the Company’s duties as to Options outstanding under the Plan may be assumed, by an employer corporationother than the Company or by a parent or subsidiary of such employer corporation, in connection with any merger, consolidation, acquisition of assets or stock, separation, reorganization, liquidation or like occurrence in which the Company isinvolved; provided, however, in the event such employer corporation or parent or subsidiary of such employer corporation does not assume the Options granted hereunder or substitute for such Options

 

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substantially equivalent options, or if the Board determines, in its sole discretion, that Options outstanding under the Plan should not then continue to be outstanding, the Options grantedhereunder shall terminate and thereupon become null and void (i) upon dissolution or liquidation of the Company, acquisition, separation, or similar occurrence, or (ii) upon any merger, consolidation or similar occurrence; provided,however, that each Optionee shall be given notice of such dissolution, liquidation, merger, consolidation, acquisition, separation or similar occurrence and shall have the right, at any time prior to, but contingent upon the consummation of suchtransaction, to exercise (x) any unexpired Options granted hereunder to the extent they are then exercisable, and (y) in the case of a merger, consolidation or similar occurrence, those Options which are not then otherwise exercisable;provided, further, that such exercise right shall not in any event expire less than 30 days after the date notice of such transaction is sent to the Optionee. 

11. **Change in Control**. In the event of a Change in Control of the Company, if the Change in Control is not approved by a majority of the Continuing Directors, the Administrator shall causewritten notice of the proposed transaction to be given to all Optionees not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction and, concurrent with the effective date of the proposed transaction, allOptions shall be accelerated and concurrent with such date the holders of such Options shall have the right to exercise such Options in respect to any or all shares subject thereto. The Administrator in its discretion may, at any time an Option isgranted, or at any time thereafter (regardless of its acceleration or non-acceleration), take one or more of the following actions: (A) provide for the purchase of each Option for an amount of cash or other property that could have beenreceived upon the exercise of the Option, (B) adjust the terms of the Options in a manner determined by the Administrator to reflect the Change in Control, (C) cause the Options to be continued or assumed, or new rights substitutedtherefor, by the surviving or another entity, through the continuance of the Plan and the continuation or assumption of outstanding Options, or the substitution for such Options of new options of comparable value covering shares of a successorcorporation, with appropriate adjustments as to the number and kind of shares and Exercise Prices, in which event the Plan and such Options, or the new Options substituted therefor, shall continue in the manner and under the terms so provided or(D) make such other provision as the Administrator may consider equitable. In the event of a Change in Control in which this Option is not continued, assumed or substituted therefor by the surviving or another entity, regardless of whether suchChange in Control is approved by a majority of the Continuing Directors, this Option shall be accelerated and fully exercisable upon the effective date if the Change in Control and the Administrator shall cause written notice of the proposedtransaction to be given to Optionee not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction. The Administrator shall have the right, with respect to any specific Option granted under the Plan toprovide that such Options shall be accelerated in any event upon the effective date of the Change of Control. 

12.**Amendment and Termination of the Plan**. 

(a) **Amendment and Termination.** The Board may at any timeamend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspensions or discontinuation shall be made which would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, theextent necessary and desirable to comply with any applicable law or regulation, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as may be required. 

(b) **Effect of Amendment or Termination.** Any such amendment or termination of the Plan shall not affect Options already grantedand such Options shall remain in full force and effect as if this Plan had not been amended or terminated. 

13. **Time ofGranting Options**. Notice of the grant of an Option shall be given to each Outside Director to whom an Option is so granted within a reasonable time after the date of such grant. 

14. **Conditions Upon Issuance of Shares**. Shares shall not be issued pursuant to the exercise of an Option unless the exerciseof such Option and the issuance and delivery of such Share pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the

 

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Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, state securities laws and the requirements of any stock exchange or market system uponwhich the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 

As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased onlyfor investment and without any present intention to sell or distribute such Shares, if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. 

Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’scounsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

15. **Reservation of Shares**. The Company, during the term of this Plan, will at all times reserve and keepavailable such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 

16. **OptionAgreement**. Options shall be evidenced by written option agreements in such form as the Board shall approve. 

 

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