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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





Amendment No. 1

FORM 10-K/A

þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2007

Or

 ̈ Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the transition period from
                     to





Commission File Number 0-11685





Radyne Corporation

LOGO

(Exact name of Registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 11-2569467                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|3138 East Elwood Street, Phoenix, Arizona                      |  | 85034                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

Registrants telephone number including area code: (602) 437-9620

Securities Registered Under Section 12(b) of the Exchange Act:



|                                         |  |                                          
|---------------------------------------- |  | -----------------------------------------
|Title of Each Class                      |  | Name of Each Exchange on Which Registered
|Common Stock, par value $0.001 per share |  | The NASDAQ Stock Market LLC              

Securities Registered Under Section 12(g) of the Exchange Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
of the Exchange Act. Yes  ̈ No þ

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12-months (or for such shorter period that the registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No  ̈

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act (Check One).

Large accelerated filer  ̈ Accelerated filer
þ Non-accelerated filer  ̈ (Do not check if a smaller reporting company) Smaller reporting company  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ No þ

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $135 million
computed by reference to the closing price of the stock on the NASDAQ Stock Market on June 29, 2007, the last trading day of the registrants most recently completed second fiscal quarter. For purposes of this determination, shares of
common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.

The number of shares of the registrants common stock, that were outstanding as of the
close of business on May 1, 2008 was 18,808,528.









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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (Form 10-K/A) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, initially filed with the Securities and Exchange Commission (the Commission) on
March 17, 2008 (the Original Form 10-K Filing) is being filed to include information required by Items 10, 11, 12, 13 and 14 under Part III. This information is being included in this Form 10-K/A because we have deferred scheduling
an annual meeting of stockholders for 2008, and correspondingly deferred the preparation, filing and mailing of a definitive proxy statement with respect to an annual meeting of stockholders for 2008, in light of the pending tender offer and merger
transaction among Comtech Telecommunications Corp., Comtech TA Corp. and us, as described more fully in our Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Commission on May 22, 2008. Reference to our proxy statement on the
cover page of this Form 10-K/A has been deleted and information with respect to the outstanding number of common shares on the cover page of this Form 10-K/A has been updated.

This Form 10-K/A includes new certifications pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002. The representations contained in the new certifications continue to relate solely to the year ended December 31,
2007. These Section 302 certifications from our Chief Executive Officer and Chief Financial Officer are attached to this Form 10-K/A as Exhibits 31.1 and 31.2, respectively. Item 15 of this Form 10-K/A lists only those exhibits to this Form 10-K/A
and does not amend or otherwise change Item 15 of the Original Form 10-K Filing. Except as described above, we made no amendments or other changes to the Original Form

10-K Filing.

Except for the foregoing amended information, the Original Form 10-K Filing continues to describe conditions
as of the date of the Original From 10-K Filing, and we have not updated the disclosures contained herein to reflect events that occurred at a later date.



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TABLE OF CONTENTS



|                                                                          |  |   
|------------------------------------------------------------------------- |  | --
|GENERAL INFORMATION CONCERNING THE COMPANY                                |  | 4 
|                                                                          | 
|PART III                                                                  |  | 4 
|Item 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE        |  | 4 
|Item 11. EXECUTIVE COMPENSATION                                           |  | 13
|Item 12. Security Ownership of Principal Stockholders and Management      |  | 23
|Item 13. Certain Relationships And Related Person Transactions            |  | 23
|Item 14. Principal Accounting Fees And Services                           |  | 24
|                                                                          | 
|PART IV                                                                   |  | 25
|Item 15. Financial Statements, Financial Statement Schedules and Exhibits |  | 25
|                                                                          | 
|Signatures                                                                |  | 26



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GENERAL INFORMATION CONCERNING THE COMPANY

The Common Stock is the only class of voting securities of the
Company outstanding. Each Share has one vote. As of the close of business on May 1, 2008, there were 18,808,528 Shares outstanding.

PART III



|Item 10. | DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ---------------------------------------------------------

The following table sets forth the directors and executive officers of the Company, their ages and their respective positions with the Company as of May 20, 2008.



|                          |  |     |  |                                                                 
|------------------------- |  | --- |  | ----------------------------------------------------------------
|Name                      |  | Age |  | Position                                                        
|Dr. C.J. Waylan           |  | 66  |  | Director and Chairman of the Board                              
|Dennis Elliott            |  | 66  |  | Director                                                        
|Robert C. Fitting         |  | 73  |  | Director                                                        
|William Keiper            |  | 57  |  | Director                                                        
|Yip Loi Lee               |  | 64  |  | Director                                                        
|Dr. James J. Spilker, Jr. |  | 74  |  | Director                                                        
|Myron Wagner              |  | 52  |  | Director and Chief Executive Officer                            
|Steven Eymann             |  | 56  |  | Executive Vice President and Chief Technical Officer            
|Malcolm C. Persen         |  | 54  |  | Chief Financial Officer, Vice President of Finance and Secretary
|Garry D. Kline            |  | 59  |  | Vice President of Finance and Assistant Secretary               
|Louis Dubin               |  | 38  |  | President and General ManagerRadyne                            
|Brian Duggan              |  | 66  |  | President and General ManagerTiernan                           
|Rick Fleeter              |  | 53  |  | President and General ManagerAeroAstro                         
|Walter C. Wood            |  | 67  |  | President and General ManagerXicom Technologies, Inc.          

Dr. C.J. Waylanhas been a director of the Company since February 2000 and currently
serves as Chairman of the Board of Directors and as Chairman of the Governance and Nominating Committee. Dr. Waylan is also a member of the Audit and Compensation Committees. Dr. Waylan served as President of GTE Spacenet and
Executive Vice President of the GTE wireless group during his career with GTE Corporation. He retired from GTE in 1996. From 1997 to 2006 he served as President and Chief Executive Officer of CCI International, NV., a mobile satellite
services start-up. As a US Naval Officer Dr. Waylan served in a number of space and communications-related positions during a twenty year career. He received a Bachelors degree from the University of Kansas in 1965 and a
Master of Electrical Engineering and Ph.D. from the Naval Postgraduate School in 1972 and 1974 respectively. He currently serves on the Board of Directors of Globecomm Systems, Inc.

Dennis Elliotthas been a director of the Company since October 1998 and is Chairman of the Audit Committee. He is also a member of the
Compensation and the Governance and Nominating Committees of the Board of Directors. He is the President of Elliott Communications Co., a technology/marketing/finance consulting concern involved in advising companies on strategy and developing
operating ventures in telecommunications, data networking, digital television/HDTV and multimedia. He has also held executive positions at Pacific Telecom, Inc., RCA American Communications (now SES Americom) and RCA Global Communications. He was
the principal financial officer at Pacific Telecom and RCA American Communications. Mr. Elliott holds an M.B.A. from Harvard University, an M.S.E.E. from Stanford University and a B.S.E.E. from the University of Iowa.

Robert C. Fittinghas been a director of the Company since March 1995. He served as the Companys President from February 1995 until
March 28, 2000 and as the Companys Chief Executive Officer from October 1998 until his retirement in August 2006. His professional career began at Bell Laboratories in 1962 where he spent six years developing innovative communication
technologies. Mr. Fitting then joined the Motorola Government Electronics Division where he was an engineering manager. He published more than a dozen technical papers and was awarded a number of patents. He left Motorola in 1978 to build a new
company under an agreement with



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Comtech Telecommunications named Comtech Data Corporation, subsequently known as Fairchild Data Corporation. Mr. Fitting was the General Manager and
President of Comtech Data Corporation from 1978 to 1984. He left Comtech to start EFData Corporation. As co-founder, CEO and President of EFData Corporation, Mr. Fitting built the company into a worldwide market leader in satellite
communications equipment. While at EFData, Mr. Fitting won the Arizona Entrepreneur of the Year award in the manufacturing/high technology category. He retired from EFData in 1994. In 1995, he took over the management of Radyne.
Mr. Fitting has a Master of Electrical Engineering degree from New York University and a Bachelors degree with distinction from Penn State University.

William Keiperhas been a director of the Company since September 2006. Mr. Keiper is a principal in Desert Dreams Productions LLC, an independent music and digital media business. He served as Chief
Executive Officer of Hypercom Corporation from March 2005 through August 2007 and continued in a consulting capacity through the end of 2007. Mr. Keiper has over 30 years of business experience, more than 18 of which have been in the management
of software, technology and IT product distribution and service organizations. He was Chairman and Chief Executive Officer of Arrange Technology LLC, a software development services outsourcing company, from 2002 to 2005. From 1997 to 2002, he
served as a principal in mergers and acquisitions firms serving middle market software and IT services companies. He was Chief Executive Officer of Artisoft, Inc., a then $100 million public networking and communications software company, from 1993
to 1997 and its Chairman from 1995 to 1997. He held several executive positions, including President and Chief Operating Officer, of MicroAge, Inc., an indirect sales-based IT products distribution and services company, from 1986 to 1993, where he
was a key executive in helping to profitably drive more than a billion dollar revenue increase over the course of his tenure with the company. He is a former Chairman of the Arizona Technology Association and was a nominee for Ernst & Young
Entrepreneur of the Year. In addition to Radyne, he currently serves on the Board of Directors of Smith Micro Software, Inc. and Zones, Inc. He formerly served on the Boards of Hypercom Corporation, JDA Software Group, Inc. and Artisoft Inc.
Mr. Keiper has a Bachelor of Science degree in business (finance major) from Eastern Illinois University, a Juris Doctorate degree from Arizona State University and a Masters degree in International Management from the Thunderbird American
Graduate School of International Management.

Yip Loi Leehas been a director of the Company since August 1996 and is Chairman of
the Compensation Committee and is a member of the Governance and Nominating Committee. He was Regional Director (America) of Singapore Technologies Pte Ltd from March 1994 until December 1998 and was President of its affiliate, Metheus Corporation,
from May 1990 to January 1997. Prior to that time, he held a number of managerial positions with such corporations as Singapore Technologies Pte Ltd, Jurong Industries Ltd and Morgan Guaranty Trust and government positions with the Singapore
Ministries of Education, Defense, Culture and Home Affairs. Mr. Lee is currently president and Director of WhiteRock2 Management (USA) Inc. He is also a Director of WhiteRock Investments III Ltd and WhiteRock2 Management Ltd. Mr. Lee holds
a Bachelor of Science Degree with honors from the University of Singapore and completed the Advanced Management Program at Harvard Business School and the commercial banking management program at J.P. Morgan.

Dr. James J. Spilker, Jr.has been a director of the Company since August 2005. He is also a member of the Audit and Compensation
Committees. Dr. Spilker is co-founder and Executive Chairman of AOSense Corporation, which develops cooled atom technology for precision inertial navigation. He is Professor (Consulting) in the Electrical
Engineering and Aeronautics/Astronautics Departments and Co-Founder of the Center for Position, Navigation and Time at Stanford University. He also was a co-founder and currently serves on the Board of Directors of Rosum Corporation, which
designs and markets a location tracking solution. He previously was Co-founder, CEO and Chairman of Stanford Telecommunication, Inc. which he grew from 3 people to 1,300 employees when he sold it in 1999 to what is now Alcatel/Lucent. He has
been a member of the Board of Advisors of the USC Communications Sciences Institute and Stanford University School of Engineering. He is a member of the National Academy of Engineering, a Life Fellow of IEEE, Fellow of the Institute of
Navigation and Member of the Silicon Valley Hall of Fame. He is the author of Digital Communications by Satellite and a co-author of Global Positioning System; Theory and Application and Evolution of Modern Communications Security.
Dr. Spilker received his Bachelors, Masters and Ph.D. in Electrical Engineering from Stanford University and completed Executive Management at UCLA Management School.



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Myron Wagnerhas been a director of the Company since September 2006. Mr. Wagner joined the
Radyne in January 2006 as President and Chief Operating Officer and subsequently was elected Chief Executive Officer in August 2006. Prior to joining us, Mr. Wagner was the Vice President and Director of Engineering at General Dynamics C4
Systems, Space and National Systems Division, where he was responsible for all engineering activities of approximately 1,100 engineering personnel. Prior to joining General Dynamics in 2004, Mr. Wagner was employed at Motorola Inc, where he
held positions of Vice President and Director of the Instant Communications Strategic Business Unit, Vice President and Director of Engineering for a cellular interworking gateway development, President of the Spectrapoint Wireless Division and Vice
President and Director of Engineering for the Teledesic and Celestri projects. Mr. Wagner previously held the position of Vice President of Engineering for the Motorola Government and Space Technologies Group, as well as numerous engineering
management and design positions. Mr. Wagner holds an MSEE Degree from Stanford University and a BSEE degree with honors from the University of Utah.

Steven W. Eymannhas been the Companys Chief Technical Officer since October 1998 and its Executive Vice President since February 1995. His professional career began in 1974 at the Motorola Government
Electronics Division, where he was a design engineer, task leader and finally a project leader on a number of developments. In 1981, Mr. Eymann joined Comtech Data Corporation, where he was Director of Product Development. Mr. Eymann was
responsible for budget, schedule and technical aspects of all new product development within Comtech. He left Comtech in 1984 to co-found EFData Corporation. As Vice President of Engineering and co-founder of EFData, Mr. Eymann was responsible
for new product development and engineering management in the design and manufacture of high technology military and commercial communications equipment. He developed the Intelsat Data Subsystem including modems and redundancy switches. These
pre-eminent designs helped EFData become the leading supplier of satellite modems in the world. In 1993, Mr. Eymann became President of EFData. Mr. Eymann left EFData in the summer of 1994 to join Radyne. Mr. Eymann graduated with
honors and a Bachelor of Science in Electrical Engineering from the University of Nebraska.

Malcolm C. Persenhas been the
Companys Chief Financial Officer, Vice President of Finance and Secretary since April 2004. From 2002 until joining the Company, Mr. Persen served as the Chief Financial Officer for DW Acquisitions, a private equity partnership involved
in the acquisition and operation of direct-mail and marketing businesses. From June 1999 until July 2002, Mr. Persen served as Director of Finance for Avnet, Inc, a distributor of electronic components and computer systems. From March 1995
until July 2002, Mr. Persen was a Senior Manager with the consultancy, Arthur D. Little, where he worked with a global portfolio of clients primarily involved with corporate level strategy development and execution. From 1990 to 1995,
Mr. Persen worked for Mercer Management Consulting. Prior to 1990, Mr. Persen served as an independent financial consultant to emerging businesses. Mr. Persen holds a BA in Political Economics from The Colorado College and an MBA from
The Amos Tuck School of Business at Dartmouth College.

Brian Dugganhas been President and General Manager of the Companys
Tiernan division since January 2006. Mr. Duggan was previously the Companys President and Chief Operating Officer from March 2000 until January 2006. Mr. Duggan had served as Vice President of Sales and Marketing since December 1998.
In that capacity, Mr. Duggan handled global sales and marketing efforts for the Companys complete equipment line, with all regional sales offices reporting directly to him. Prior to this appointment, Mr. Duggan served as Director of
Worldwide Sales for ComStream Corporation. Before joining ComStream in 1995, Mr. Duggan spent eight years as Director of Marketing with Comtech Systems, Inc. He has held various positions with Plessey Electronics Systems Ltd. (UK) in
engineering and sales and marketing and with Datotek Corporation in Texas as Director of Marketing. Mr. Duggan is a graduate of Hatfield College in the United Kingdom, where he majored in engineering.

Louis Dubin has been President and General Manager of the Companys Radyne division since October 2007. Mr. Dubin previously held the
position of Vice President of Sales and Marketing for Radyne. He joined Radyne in 1995 as sales manager for North America, after holding engineering design and software systems engineering positions at ETS Inc. He has over 16 years of experience in
the telecommunications and transmission industry, and earned a Bachelors degree in Electrical Engineering from the Florida Institute of Technology. Mr. Dubin has also completed the Stanford Executive program in Technology Management.



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Dr. Rick Fleeter has been President and General Manager of the Companys AeroAstro
division since August 2007. Dr. Fleeter is one of the industrys pioneers and leading experts on miniature spacecraft design, development and application. He authored two books and several papers on the subject, and has lectured on the
topic around the world. Prior to founding AeroAstro, Dr. Fleeter was a Senior Scientist at Cal Techs Jet Propulsion Laboratory a Project Engineer at TRW, and directed all space activities at Defense Systems Inc. He also served as Vice
President for Engineering at AMSAT. Dr. Fleeter originated many of the concepts for AeroAstros products and services. Dr. Fleeter teaches spacecraft and space systems design courses as an Adjunct Associate Professor at Brown
University, and held similar positions at UCLA and Cal State Long Beach. Dr. Fleeter served for two years as a member of the Air Force Science Advisory Board. He holds the PhD (Engineering) and AB (Engineering and Economics) degrees from Brown
University and MSc (Aeronautics and Astronautics) from Stanford University, where he was a Northrop Corporation and Department Fellow.

Garry D. Klinehas been the Companys Vice President since April 2004. From September 1995 until April 2004, Mr. Kline served in various capacities including Vice President of Finance, Secretary and Chief Financial Officer.
From 1987 until September 1995, Mr. Kline served as CFO and Controller of EFData Corporation. Prior to 1987, Mr. Kline served in various positions, including Vice President of Finance for Megatronics Inc., a publicly held printed circuit
Board manufacturer, Vice President of Operations for Vernal Lodging Associates, a hospitality management company and General Partner of Tax and Accounting Computer Service, an accounting services company.

Walter Wood has been President of Xicom Technology, Inc., a wholly owned subsidiary of the Company founded by Mr. Wood in 1991, since the
Company acquired Xicom Technology, Inc. in May 2005. Mr. Wood has more than 40 years experience in engineering design and management of microwave tubes and amplifiers. Prior to establishing Xicom Technology, Inc., Mr. Wood held positions
in microwave design and corporate management as Division Manager of the TWTs division at Varian Associates, Vice President of Engineering for TWT at Teledyne MEC and Engineering Manager of the Helix TWT division of Varian Associates. While at Varian
and Teledyne, Mr. Woods primary area of work was in airborne ECM design and manufacturing. He designed many of the traveling wave tubes used in military programs today. Mr. Wood received his B.S.E.E. from San Jose State.

Board Composition and Committees

The Companys Board has standing Audit, Compensation and Governance and
Nominating Committees. The members of these committees, and the number of meetings of each of these committees during 2007.



|                        |  |                              |  |                                                                             
|----------------------- |  | ---------------------------- |  | ----------------------------------------------------------------------------
|Committee               |  | Number ofMeetingsduring 2007 |  | Members                                                                     
|Audit                   |  | 11                           |  | * Dennis W. Elliott Dr. C.J. Waylan William Keiper Dr. James
J. Spilker, Jr.
|                        |  |                             
|Compensation            |  | 6                            |  | * Yip Loi Lee Dr. C.J.
Waylan Dennis W. Elliott Dr. James Spilker, Jr.      
|                        |  |                             
|Governance & Nominating |  | 4                            |  | * Dr. C.J. Waylan Dennis W. Elliott Yip Loi Lee                             



|* | Committee Chair
|- | ---------------



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Audit Committee

The Companys Audit Committee reviews and approves the scope of the audit performed by
the Companys independent auditors as well as its accounting principles and internal accounting controls. The Audit Committee must approve all related-person transactions and must pre-approve all services of the independent auditors.

The Companys Audit Committee operates under a written Audit Committee Charter established by the Board of Directors. This charter is
available on the Companys website at http://investors.radn.com and the Company will provide a printed copy to any stockholder upon request. The Board has determined that each of the members of the Audit Committee is independent within the
meaning of SEC rules and Rule 4200(a)(15) of the NASDAQ Rules. Mr. Elliott is the Chairman of the Audit Committee and the Board determined Mr. Elliott to meet the qualifications of an audit committee financial expert in
accordance with SEC rules and similar financial sophistication rules under the NASDAQ rules. The report of the Audit Committee is set forth below.

Compensation Committee

The Companys Compensation Committee met six times during fiscal year 2007. The
Companys Compensation Committee reviews the performance of the Companys management and will at appropriate times review the structure of the Companys management. The Compensation Committee determines the compensation of the
Companys CEO, and upon his recommendation, the compensation of other officers. The Compensation Committee also reviews and approves the Companys compensation policies and administers the Companys 1996 Incentive Stock Option Plan,
2000 Long-Term Incentive Plan, Employee Stock Purchase Plan (ESPP) and 2007 Stock Incentive Plan. Additionally, the Compensation Committee reviews and makes recommendations to the Board regarding director compensation. The Compensation
Committee also prepares the report of the Compensation Committee, which is set forth below.

In establishing the Companys current
executive compensation, the Compensation Committee considers and reviews historical benchmark data prepared by the executive officers.

The
Compensation Committee operates under a written Compensation Committee Charter established by the Board. This charter is available on the Companys website at http://investors.radn.com and the Company will provide a printed copy to any
stockholder upon request.

Governance and Nominating Committee

The Governance and Nominating Committee met four times during fiscal
year 2007.

The Governance and Nominating Committee identifies and nominates candidates for membership to the Board of Directors and Chief
Executive Officer. All of the nominees recommended for election to the Board at the annual meeting are directors standing for re-election.

The Governance and Nominating Committee operates under a written Governance and Nominating Committee Charter established by the Board. This charter is available on the Companys website at http://investors.radn.com or the Company will
provide a printed copy to any stockholder upon request. The Governance and Nominating Committee utilizes a variety of methods for identifying and evaluating nominees to serve as Directors. The Governance and Nominating Committee also assesses the
current composition of the Board, the balance of management and independent directors and the need for Audit Committee expertise in its evaluation of prospective nominees. If the Company anticipates vacancies, or vacancies otherwise arise, the
Governance and Nominating Committee may seek recommendations from current members of the Board, professional search firms, outside legal, accounting and other advisors, or stockholders in order to locate qualified nominees. In 2007, the Company did
not pay any fees to any third party to assist in identifying or evaluating potential nominees for the Board.



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Strategic Transaction Committee

In April 2007, the Board deemed it desirable and in the Companys best
interest to form a Strategic Transactions Committee to consider certain proposed transactions or business arrangements between Radyne and other parties.

Board Meetings and Attendance

The Board met 12 times during fiscal year 2007. Each Director attended, in person
or by telephone, at least 85% of the meetings of both the Board and Board Committees on which he served. The average attendance by the directors at Board and Board committee meetings exceeded 95%. All of the Companys directors attended last
years annual meeting of the stockholders.

Governance of the Company

A majority of the Companys Board must be consist of independent
directors in accordance with Rules 4200 and 4350 of the NASDAQ Marketplace Rules (NASDAQ Rules). The Board has determined that a majority thereof are independent as that term is defined by regulations of the Securities and
Exchange Commission (SEC) and Rule 4200(a)(15) of the NASDAQ rules.

Communications with the Board

Although the Company does not have a formal policy regarding communications with
the Radyne Board, stockholders may communicate with the Radyne Board by writing to: Radyne Corporation, Attention: Corporate Secretary, 3138 East Elwood Street, Phoenix, Arizona 85034, or by visiting the Companys website at
http://investors.radn.com. Stockholders who would like their submission directed to a member of the Board may so specify and such communication will be forwarded, as appropriate.

Compensation Committee Interlocks and Insider Participation

The members of the Companys Compensation
Committee in 2007 were Yip Loi Lee, Dr. C.J. Waylan, Dennis W. Elliott and Dr. James Spilker, none of whom was an officer or employee of the Company in 2007 or was formerly an officer of the Company. Dr. C.J. Waylan serves on the
Board of Directors of GlobeComm Systems, Inc., which is a customer of the Company. Fiscal 2007 revenue from this customer totaled $1.7 million and the Company had an account receivable of $659,000 at December 31, 2007 relating to this customer.

Director Compensation

The Companys policy has been to pay no cash compensation to directors who are
employees of the Company for their service as directors. The Company pays non-employee directors $30,000 annually for their service. The Chairman of the Board will receive an additional $20,000, the Audit Committee Chairman will receive an
additional $6,500 and the Compensation Committee Chairman will receive an additional $3,500, annually. Members of the Audit Committee will receive an additional $6,000, members of the Compensation Committee will receive an additional $3,500 and
members of the Governance and Nominating Committee will receive an additional $2,500 annually. The Company also pays directors $1,500 for each additional in-person meeting above a specific minimum and $500 for each telephonic meeting that they
attend. During fiscal year 2007, the Company granted no other compensation to the directors. In 2007, the Board deemed it desirable and in the Companys best interests to form various special committees and independent committees of the Board.
Each non-employee director who is a member of a special committee or independent committee will receive an additional $2,500 annually. The Company reimburses the directors for all reasonable expenses incurred for meetings held during the year,
including travel. The Company does not pay its employees (or employees of subsidiaries) additional compensation for service as a director. The Company does, however, reimburse them for travel and other related expenses.



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The following table shows certain information regarding compensation earned by, or paid to, the
Companys directors for 2007.

Directors Compensation 2007



|                       |  |                              |        |                |   |                 |  |                                         |   |                                                                       |   |                              |  |                      |   |  |   |         |  |   |        
|---------------------- |  | ---------------------------- | ------ | -------------- | - | --------------- |  | --------------------------------------- | - | --------------------------------------------------------------------- | - | ---------------------------- |  | -------------------- | - |  | - | ------- |  | - | -------
|Name                   |  | FeesEarnedor Paidin Cash$(1) |        | StockAwards($) |   | OptionAwards($) |  | Non-EquityIncentive PlanCompensation($) |   | Change inPension ValueandNonqualifiedDeferredCompensationEarnings ($) |   | All OtherCompen-sation($)(2) |  | TotalCompensation($)
|Dr. C.J. Waylan*       |  | $                            | 71,375 |                | $ |                |  | $                                       |  |                                                                       | $ |                             |  | $                    |  |  | $ | 6,328   |  | $ | 77,703 
|Dennis W. Elliott      |  |                              | 56,500 |                |   |                |  |                                         |  |                                                                       |   |                             |  |                      |  |  |   | 11,064  |  |   | 67,564 
|Robert C. Fitting (3)  |  |                              | 33,500 |                |   |                |  |                                         |  |                                                                       |   |                             |  |                      |  |  |   | 143,167 |  |   | 176,667
|William Keiper         |  |                              | 40,000 |                |   |                |  |                                         |  |                                                                       |   |                             |  |                      |  |  |   | 1,009   |  |   | 41,009 
|Yip Loi Lee            |  |                              | 42,250 |                |   |                |  |                                         |  |                                                                       |   |                             |  |                      |  |  |   | 2,484   |  |   | 44,734 
|Dr. James Spilker, Jr. |  |                              | 43,000 |                |   |                |  |                                         |  |                                                                       |   |                             |  |                      |  |  |   | 2,476   |  |   | 45,476 
|Myron Wagner (4)       |  |                              |       |                |   |                |  |                                         |  |                                                                       |   |                             |  |                      |  |  |   |        |  |   |       



|* | Board Chairman
|- | --------------

|(1) | This column includes annual retainer and meeting fees earned for 2007, regardless of when paid.
|--- | -----------------------------------------------------------------------------------------------

|(2) | This column includes reimbursement for out-of-pocket expenses, consulting fees paid to Mr. Fitting and the compensation cost recognized for financial statement reporting
purposes under FAS 123R for 2007 with respect to awards of options (i.e., grant date fair value amortized over the requisite service period, but disregarding any estimate of forfeitures relating to service-based vesting conditions). The amount
described includes the fiscal year compensation cost for awards made in 2007 and in prior years, using the FAS 123R modified prospective transition method. The Company describes the assumptions made in this valuation in the Form 10-K for the year
ended December 31, 2007. These awards are further described in the discussion below. As of December 31, 2007, each director had the following number of options outstanding and exercisable: Dr. Waylan50,000,
Mr. Elliott51,000, Mr. Fitting267,271, Mr. Keiper10,000, Mr. Lee 61,000, Dr. Spilker20,000 and Mr. Wagner75,000.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. Fitting was the Companys former Chief Executive Officer.
|--- | -------------------------------------------------------------

|(4) | Mr. Wagner, the current Chief Executive Officer, is a Named Executive Officer and his compensation is set forth below in the Summary Compensation Table. Mr. Wagner did not
receive any additional compensation in connection with his service as a director in 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act
of 1934, as amended (the Exchange Act) requires the Companys executive officers and directors and persons who own more than ten percent of a registered class of the Companys equity securities, to file reports of ownership and
changes in ownership with the SEC. SEC regulation requires executive officers, directors and greater than ten percent stockholders to furnish the Company with copies of all Section 16(a) forms they file. Based solely on the Companys
review of the copies of such forms received during the year ended December 31, 2007, the Company believes that, during such year, its executive officers, directors and ten-percent stockholders complied with all such filing requirements.

Code of Ethics

The Company has adopted a code of ethics that applies to all of its directors, officers and
employees, including the Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and Corporate Controller. A copy of the Companys code of ethics is available at its website, http://investors.radn.com or will be mailed, at no
charge, by writing to the Company at Radyne Corporation, Attention: Investor Relations, 3138



10



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East Elwood St., Phoenix, Arizona 85034 or by submitting an email to investor@radn.com. If the Company makes any amendment to, or grant any waivers of, a
provision of the code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller where such amendment or waiver is required to be disclosed under applicable SEC rules, the
Company intends to disclose such amendment or waiver and the reasons therefore on its internet website at http://investors.radn.com.

Report of the Audit Committee

It is the duty of the Audit Committee to provide independent, objective
oversight of the Companys financial reporting process, accounting functions and internal controls. The Audit Committee acts under a written charter that sets forth the audit related functions we expect to perform. The audit committee functions
to:



| |  |  | Serve as an independent and objective party to monitor the Companys financial reporting process and system of internal control structure;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Review and appraise the audit efforts of the Companys independent auditors; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | Provide an open avenue of communication among the independent auditors, financial and senior management and the Board.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

We meet with management periodically to consider the adequacy of the Companys internal controls and the objectivity of its financial reporting. We
discuss these matters with the Companys independent auditors and with appropriate financial personnel. We regularly meet privately with the independent auditors, who have unrestricted access to the Audit Committee. We also recommend to the
Board the appointment of the independent auditors and review periodically their performance and independence from management. Toward that end, we have considered whether the non-audit related services provided by the Companys independent
auditors are compatible with their independence. In addition, we review our financing plans and report recommendations to the full Board for approval and to authorize action.

Management of the Company has primary responsibility for its financial statements and the overall reporting process, including its system of internal
control structure. The independent auditors audit the annual financial statements prepared by management, express an opinion as to whether those financial statements fairly present the Companys financial position, results of operations and
cash flows in conformity with generally accepted accounting principles and discuss with the Company any issues they believe should be raised. Our responsibility is to monitor and review these processes.

It is not the Audit Committees duty or responsibility to conduct auditing or accounting reviews or procedures. We are not employees of the Company
and we may not be and we may not represent ourselves to be or to serve as, accountants or auditors by profession or experts in the fields of accounting and auditing. Therefore, we have relied, without independent verification; on managements
representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of the independent auditors
included in their report on the Companys consolidated financial statements. Our oversight does not provide us with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or
policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, our considerations and discussions with management and the independent auditors do
not assure that the Companys consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America, that the audit of the Companys consolidated financial statements
has been carried out in accordance with generally accepted auditing standards or that the Companys independent accountants are in fact independent.

This year, we reviewed the Companys audited consolidated financial statements and met with both management and KPMG LLP, the Companys independent auditors, to discuss those consolidated financial



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statements. Management has represented to us that the consolidated financial statements were prepared in accordance with accounting principles generally
accepted in the United States of America. We have received from and discussed with KPMG LLP the written disclosure and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). These
items relate to that firms independence from the Company. We also discussed with KPMG LLP any matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended by Statement on
Auditing Standards No. 89 and No. 90.

Based on these reviews and discussions, we recommended to our Board that the
Companys audited consolidated financial statements should be included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Dennis W. Elliott, Chairman

Dr. C.J. Waylan

Dr. James J. Spilker, Jr.

William Keiper



12



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##### Table of Contents

|Item 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Compensation Discussion and Analysis

General Compensation Policy and Philosophy

The Companys policy is to provide its executive officers with compensation that is based on each executive officers individual performance and
the Companys financial performance, at a level that is sufficiently competitive to attract and retain highly skilled individuals. Each executive officers annual compensation is comprised mainly of: (i) a base salary;
(ii) performance bonuses; and (iii) stock-based incentives. The Company does not pay its executive officers any perquisites.

The
Compensation Committee is responsible for setting the Companys compensation philosophy and for monitoring its overall effectiveness.

The principal objective of the Companys executive compensation program is to attract, retain and motivate highly talented individuals who will deliver competitive financial returns to the Companys stockholders in the short term,
while accomplishing the Companys long-term plans and goals. The Company focuses its compensation philosophy on the following core principles:



| |  |  | Market or Peer Company Comparison. The Compensation Committee analyzes market compensation data giving the greatest weight to the data from the
Companys competitors. The Companys compensation programs must be competitive with those of its peer companies in order to retain its executive officers. As the Companys performance exceeds that of peer companies, compensation
delivered to the executives should adjust in a commensurate manner.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pay for Performance.The Company ties a portion of compensation to an individuals performance, both to incentivize goal-oriented performance and to
reward individual contributions to the Companys performance.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Alignment with Stockholder Interests. In general, achieving acceptable and expected corporate results and performance is a necessary condition for the
Companys executives to realize targeted levels of compensation, particularly with respect to discretionary payments of variable pay and long-term incentives. The Company believes that basing a component of employee compensation on corporate
results and performance aligns employee interests with stockholder interests. In addition, a portion of executive compensation is comprised of stock-based incentives so that the Company may further align executives interests with those of the
Companys stockholders.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Retention. Finally, the Company believes that it must design its compensation program to attract and retain highly talented individuals critical to its
success by providing competitive total compensation with significant retention features. The Company designs its time-based option grants and restricted stock unit awards to retain its officers and other employees, while also accomplishing the
Companys compensation goals and objectives.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Comparative Benchmarking

In originally establishing the Companys current executive compensation, the Compensation Committee relied on compilations of historical comparative
benchmark data the Company prepared and from other sources, such as survey data published by the National Association of Corporate Directors. Although the Committee has reviewed benchmark data from time to time, it does not refer to it on a
continuous basis nor does it routinely update this data. This historical data is consistent with the Companys current compensation policies. These historical benchmarks included compensation data from the Companys principal
publicly-traded competitors, other publicly traded companies of similar size and other publicly-traded companies based in Arizona. The Company considered the data from these historical benchmarks in determining salary, bonus and equity incentive



13



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awards for the year. The Company believes that its compensation programs must be competitive with those of its peer companies in order to retain its senior
executives. The table below outlines the companies that the Company used and considered in developing executive compensation.



|                           |  |                                              |  |                                                                                
|-------------------------- |  | -------------------------------------------- |  | -------------------------------------------------------------------------------
|Peer Group                 |  | Arizona CompaniesRevenue $50  $200 million |  | Market Capital $200  $300 million withRevenue $75  $125
million and in sector
|Comtech Telecommunications |  | Gametech International                       |  | Omnicell, Inc.                                                                 
|ViaSat                     |  | Matrixx Initiatives                          |  | Herley Industries, Inc.                                                        
|Harmonic, Inc.             |  | Meadow Valley                                |  | Applied Digital Solutions, Inc.                                                
|                           |  | Mobile Mini                                  |  | Digi International, Inc.                                                       
|                           |  | Mobility Electronics                         |  | Candela Corp.                                                                  
|                           |  | Providence Service                           |  | Zhone Technologies, Inc.                                                       
|                           |  | Star Buffet                                  |  | Airspan Networks, Inc.                                                         
|                           |  | Taser International                          |  | Ditech Communications Corp.                                                    
|                           |  | Ventana Medical Systems                      |  | Spectralink Corp.                                                              
|                           |  | Vistacare                                    |  | Anaren, Inc.                                                                   
|                           |  | White Electronics Designs                    |  | Rudolph Technologies, Inc.                                                     

Elements of the Compensation Program

The Company designs its compensation plans to provide a competitive total compensation package consistent with the Companys performance in the
marketplace. The compensation program for each of the Companys executives generally includes:



| |  |  | base salaries;
| | - |  | --------------



| |  |  | performance bonuses;
| | - |  | --------------------



| |  |  | stock based incentives;
| | - |  | -----------------------



| |  |  | severance and change of control arrangements for certain executive officers; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | other benefits plans and programs.
| | - |  | ----------------------------------

The Compensation Committee considers each component of executive compensation in light of total compensation. In considering adjustments to the total compensation of each Named Executive Officer, the Compensation Committee also considers
the value of previous compensation, including then outstanding equity grants.

Base SalaryExcept for the Chief Executive
Officer, the Company derives the base salary for each executive officer upon the recommendation of the Chief Executive Officer to the Compensation Committee. The Compensation Committee recommends a base salary for the Companys Chief Executive
Officer to the Board of Directors. Factors used in formulating base salary recommendations include the level of an executives compensation in relation to the other executives with the same, more or less responsibilities, the performance of the
particular executives business unit or department in relation to established strategic plans and the executive officers personal performance in helping us meet the Companys goals. The Compensation Committee reviews the salary of
all executive officers at least once each year and may recommend changes in line with factors listed above or as a result of general inflation.

Performance bonusesThe Companys practice is to award cash bonuses based upon the performance of each executive officer in light of the Companys performance objectives. The bonus may come in the form of a one-time
award and/or may be a part of the Companys Management Incentive Plan (MIP). The MIP is designed to reward executives for the Companys performance overall and, if appropriate, the performance of the portion of the
business for which the officer is responsible compared to the 2007 Operating Plan approved by



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the Board of Directors. The Compensation Committee reviews and approves the MIP which, in turn, then recommends approval by the independent members of the
Board of Directors. The Board of Directors reviews the performance targets contained in the MIP at the beginning of the Companys fiscal year.

For 2007, the Company based the MIP for its Named Executive Officers on the Companys earnings before interest and taxes and the direct profit contribution of the relevant business units, except for the Chief Executive Officer. The
Company bases the MIP for its Chief Executive Officer upon the Companys collective revenue and pre-tax earnings. In all cases, each executive officer is eligible to receive a target amount equal to approximately 30% of his or her base salary
if Radyne and that officers division achieve its targeted goals. The executive officers are eligible to receive additional amounts for performance that exceeds the goals set forth in the plan. The Company bases the additional amount on an
uncapped formula that has paid amounts as much as 15% to 50% of base salary (in addition to the 30% mentioned above). Actual MIP payments for Named Executive Officers are included as Non-Equity Incentive Plan Compensation in the Executive
Compensation Summary.

The Companys Chief Executive Officer is eligible for a specified bonus tied to whether or not the Company
meets its targeted financial performance for the relevant fiscal year, as determined by the Board.

Stock-based incentivesFor
each executive officer, the Compensation Committee may recommend that the Board award equity compensation. Generally, this compensation comes in the form of stock options vested in equal annual installments on the date of grant and each anniversary
of that date over the next three years (i.e., 25% of the total grant on the date of grant and on each vesting date thereafter). Although, on September 27, 2007, the Board of Directors granted Louis Dubin 10,000 restricted stock units which will
vest in 5,000 unit increments on September 27, 2008 and 2009, respectively.

Back dated equity grants have not and will not occur, as
determined by the Board of Directors. The Company grants stock options and awards with an exercise price equal to the fair market value of the Common Stock on the grant date. The Compensation Committee may recommend option grants to the Board at any
of its meetings during the year.

Severance and Change in Control ArrangementsThe Company currently has written employment
agreements with Myron Wagner and Rick Fleeter of the Named Executive Officers. The following Named Executive Officers have change of control arrangements: Chief Executive OfficerMyron Wagner, Chief Financial OfficerMalcolm Persen, Chief
Technical OfficerSteven Eymann and General Manager of Tiernan Brian Duggan. In addition, with respect to the Named Executive Officers, the outstanding option agreements and restricted stock unit agreements generally contain provisions
causing the options or restricted stock units to vest either upon a termination of employment without cause or by the employee with good reason within a 90 day period after a change of control.

The Company believes that its severance benefits and change of control arrangements are consistent with the principal objectives of the Companys
compensation programs. To the extent a Named Executive Officer is eligible for a severance or change of control benefit, the Company predicates such benefits upon the termination of a Named Executive Officer without cause or resigning
for good reason, as such terms are defined in their agreements. Please see Employment Agreement and Change of Control Agreements.



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##### Table of Contents

Potential Severance-Related Payments Under Employment and Change of Control Agreements

The following table shows the maximum severance-related payments that each of the listed executive officers would be entitled to receive under their
respective employment or change in control agreements if terminated upon or following the consummation of a change of control transaction, in each case within the meaning of such executive officers respective employment or change of control
agreement.



|                                                                       |  |                                       |         |                         |   |                                        |  |   |        
|---------------------------------------------------------------------- |  | ------------------------------------- | ------- | ----------------------- | - | -------------------------------------- |  | - | -------
|Executive Officer                                                      |  | Maximum PotentialSeverance Payment(1) |         | Maximum COBRAPayment(2) |   | Total MaximumSeverance-RelatedPayments
|Carl Myron Wagner, Chief Executive Officer                             |  | $                                     | 700,000 |                         | $ | 17,331                                 |  | $ | 717,331
|                                                                       |  |                                       |        
|Steven W. Eymann, Executive Vice President and Chief Technical Officer |  | $                                     | 520,000 |                         | $ | 23,988                                 |  | $ | 543,988
|                                                                       |  |                                       |        
|Malcolm C. Persen, Chief Financial Officer                             |  | $                                     | 480,000 |                         | $ | 23,988                                 |  | $ | 503,988
|                                                                       |  |                                       |        
|Brian Duggan, President, Tiernan division                              |  | $                                     | 520,000 |                         | $ | 17,331                                 |  | $ | 537,331



|(1) | As described above, under the employment or change in control agreement, as applicable, for each of the executive officers, the maximum severance payment upon a qualifying
termination of employment following a change of control is two times the executive officers current annual base salary. The payments are subject to required withholdings.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | As described above, under the employment or change in control agreement for each of the executive officers, as applicable, upon any termination of employment following a change of
control, the Company will pay for the COBRA benefits due to the executive officer for up to 18 months.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For a description of
these arrangements and provisions, see Employment Agreements and Change of Control Arrangements below.

Other
Benefit Plans and ProgramExecutive officers are eligible to participate in benefit programs designed for all of the Companys full-time employees. These programs include a tax qualified stock purchase plan, a 401(k) savings plan,
cafeteria plan benefits and medical, dental, disability and life insurance programs.

Tax considerations

Compliance with Internal Revenue Code (the Code) Section 162(m):Section 162(m) of the Code limits the deductibility of
executive compensation paid by publicly held corporations to $1 million for certain of the executive officers named in this Form 10-K/A. The $1 million limitation generally does not apply to compensation considered performance-based.
Non-performance-based compensation paid to our executive officers for the 2007 fiscal year did not exceed the $1 million limit per employee. The Company believes that its compensation policy satisfies section 162(m). As a result, the Company
believes that the compensation paid under this policy is not subject to limits of deductibility. However, there can be no assurance that the Internal Revenue Service would reach the same conclusion. Moreover, the Company has change in control
arrangements with four of its executive officers, including our Chief Executive Officer. The Company will not be entitled to a deduction with respect to payments that are contingent upon a change in control if such payments are deemed to constitute
excess parachute payments pursuant to Section 280G of the Code and do not qualify as reasonable compensation pursuant to that Section; such payments will subject the recipients to a 20% excise tax. However, the agreement with
Mr. Persen provides for a gross up of severance payments equal to the amount of any excise tax incurred by him.



16



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##### Table of Contents

Compensation Committee Report on Executive Compensation

No portion of this Compensation Committee Report
shall be deemed to be incorporated by reference into any filing under the Securities Act, or the Exchange Act, through any general statement incorporating by reference in its entirety the information in which this report appears, except to the
extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis in this Form 10-K/A. The Compensation Committee, based on
the review and discussions with management, has recommended to the Board and our Board then approved, that the Compensation Discussion and Analysis be included in this Form 10-K/A.

The Compensation Committee is comprised of the following individuals, each of whom is an independent member as defined by SEC regulations and NASDAQ Rule
4200(a)(15):

Yip Loi Lee, Chairman

Dr. C.J. Waylan

Dennis Elliott

Dr. James J. Spilker Jr.

Executive Compensation Summary

The following table sets forth the total compensation paid or accrued for the
Companys Chief Executive Officer, Chief Financial Officer and three other most highly paid executive officers during 2007. These executives officers are referred to as the Named Executive Officers.



|                                                                 |  |      |  |           |         |             |   |                   |  |                    |        |                                            |   |                                                                       |  |                             |   |                      |   |   |  |   |        |  |   |        
|---------------------------------------------------------------- |  | ---- |  | --------- | ------- | ----------- | - | ----------------- |  | ------------------ | ------ | ------------------------------------------ | - | --------------------------------------------------------------------- |  | --------------------------- | - | -------------------- | - | - |  | - | ------ |  | - | -------
|Name and Principal Position                                      |  | Year |  | Salary($) |         | Bonus($)(1) |   | StockAwards($)(2) |  | OptionAwards($)(3) |        | Non-EquityIncentive PlanCompensation($)(4) |   | Change inPension ValueandNon-qualifiedDeferredCompensationEarnings($) |  | All otherCompensation($)(5) |   | TotalCompensation($)
|Carl Myron Wagner Chief Executive Officer                        |  | 2007 |  | $         | 350,002 |             | $ |                  |  | $                  | 52,650 |                                            | $ |                                                                      |  | $                           |  |                      | $ |  |  | $ | 12,159 |  | $ | 414,811
|                                                                 |  |      |  |           |         |             |   |                   | 
|Malcolm C. Persen Chief Financial Officer                        |  | 2007 |  |           | 232,313 |             |   |                  |  |                    |       |                                            |   |                                                                      |  |                             |  |                      |   |  |  |   | 18,017 |  |   | 250,330
|                                                                 |  |      |  |           |         |             |   |                   | 
|Steven W. Eymann Chief Technical Officer                         |  | 2007 |  |           | 240,784 |             |   | 25,000            |  |                    |       |                                            |   |                                                                      |  |                             |  |                      |   |  |  |   | 19,296 |  |   | 285,080
|                                                                 |  |      |  |           |         |             |   |                   | 
|Brian Duggan President and General Manager-Tiernan               |  | 2007 |  |           | 260,000 |             |   | 10,000            |  |                    |       |                                            |   |                                                                      |  |                             |  |                      |   |  |  |   | 19,121 |  |   | 289,121
|                                                                 |  |      |  |           |         |             |   |                   | 
|Walter Wood President and General Manager-Xicom Technology, Inc. |  | 2007 |  |           | 249,995 |             |   |                  |  |                    |       |                                            |   |                                                                      |  |                             |  |                      |   |  |  |   | 21,201 |  |   | 271,196



|(1) | Mr. Eymann received a bonus of $25,000 as a result of his contribution to the development of Skywire. Mr. Duggan received a bonus of $10,000 in lieu of a raise.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amounts in this column represent the grant date fair value recognized under FAS 123R with respect to awards of restricted stock units. Grant date fair value is the closing price on
date of grant for stock awards.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Amounts in this column represent the grant date fair value recognized under FAS 123R with respect to awards of stock options.
|--- | -----------------------------------------------------------------------------------------------------------------------------



17



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##### Table of Contents

|(4) | The amount in this column consists of earnings by each Named Executive Officer under the Companys cash incentive programs in 2007. The Company describes these programs and the
targets for and payments made to each such officer in more detail under the heading Elements of the Compensation ProgramPerformance bonuses in the Compensation Discussion and Analysis.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | These amounts include matching 401(k) contributions, cafeteria plan benefits, employee stock purchase plan statutory purchase price discounts and payout of unused sick/personal
time. Amounts paid include the following: Mr. Wagner$2,000 for 401(k) contributions and $10,159 for cafeteria plan benefits; Mr. Persen$2,000 for 401(k) contributions, $13,197 for cafeteria plan benefits and $2,820 for employee
stock purchase plan statutory purchase price discounts; Mr. Eymann$3,446 for 401(k) contributions, $13,256 for cafeteria plan benefits, $839 for employee stock purchase plan statutory purchase price discounts and $1,755 for unused
sick/personal time payout.; Mr. Duggan$6,800 for 401(k) contributions, $10,191 for cafeteria plan benefits and $2,130 for unused sick/personal time payout. Mr. Wood$10,000 for 401(k) contributions, $7,636 for cafeteria plan
benefits and $3,565 for employee stock purchase plan statutory purchase price discounts.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Option Grants in Last Fiscal Year

The following table sets forth information concerning grants of stock options to the Named Executive Officers during the year ended
December 31, 2007.



|                  |  |                                                 |  |                                                                                               |   |        |                                |         |                |     |  |   |   |  |   |  
|----------------- |  | ----------------------------------------------- |  | --------------------------------------------------------------------------------------------- | - | ------ | ------------------------------ | ------- | -------------- | --- |  | - | - |  | - | -
|                  |  | Individual Grants                               |  | Potential RealizableValue at Assumed AnnualRates of Stock PriceAppreciation
for OptionTerm(1)
|                  |  | Number ofSecuritiesUnderlyingOptionsGranted (#) |  | Percent ofTotal OptionsGranted toEmployees inFiscal Year                                      |   |        | Exercise orBase Price($/share) |         | ExpirationDate |    
|                  |  |                                                 |  |                                                                                               |  
|                  |  |                                                 |  |                                                                                               |  
|                  |  |                                                 |  |                                                                                               |  
|Name              |  |                                                 |  |                                                                                               |   | 5% ($) |                                | 10% ($)
|Carl Myron Wagner |  |                                                |  | 0                                                                                             | % |        | $                              |        |                | n/a |  | $ |  |  | $ | 
|Malcolm C. Persen |  |                                                |  | 0                                                                                             | % |        | $                              |        |                | n/a |  | $ |  |  | $ | 
|Steven W. Eymann  |  |                                                |  | 0                                                                                             | % |        | $                              |        |                | n/a |  | $ |  |  | $ | 
|Brian Duggan      |  |                                                |  | 0                                                                                             | % |        | $                              |        |                | n/a |  | $ |  |  | $ | 
|Walter Wood       |  |                                                |  | 0                                                                                             | % |        | $                              |        |                | n/a |  | $ |  |  | $ | 



No options were granted at a below market price in 2008 and the Company does not have a stock appreciation rights program.



|(1) | These rates of appreciation provided are for illustrative purposes only. Such rates do not represent expected or forecasted appreciation.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------



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Outstanding Equity Awards at Fiscal 2007 Year End

The following table sets forth information concerning option holdings for fiscal year 2007 with
respect to the Named Executive Officers. During 2007, there were 15,000 shares acquired pursuant to exercises of options by Named Executive Officers in fiscal year 2007. On September 27, 2007, the Company granted 10,000 shares of restricted
stock to Louis Dubin, which will vest in 5,000 share intervals, on September 27, 2008 and 2009, respectively. In addition, from a previous grant, Mr. Wagner received 5,000 shares of stock on August 1st. The Company did not have any other stock awards granted or unexercised during 2007.



|                  |             |                                                       |               |                                                                                            |  |                         |  |                      |       |  |         
|----------------- | ----------- | ----------------------------------------------------- | ------------- | ------------------------------------------------------------------------------------------ |  | ----------------------- |  | -------------------- | ----- |  | --------
|Name              |             | Number of SecuritiesUnderlying UnexercisedOptions (#) |               | Equity Incentive PlanAwards: Number ofSecurities UnderlyingUnexercised UnearnedOptions
(#) |  | OptionExercisePrice ($) |  | OptionExpirationDate
|                  | Exercisable |                                                       | Unexercisable |                                                                                            |  |                        
|Carl Myron Wagner |             | 50,000                                                |               | 25,000                                                                                     |  |                        |  | $                    | 13.70 |  | 01/30/16
|                  |             |                                                       |               |                                                                                            | 
|Malcolm C. Persen |             | 74,502                                                |               |                                                                                           |  |                        |  | $                    | 9.12  |  | 05/13/14
|                  |             | 10,000                                                |               |                                                                                           |  |                        |  | $                    | 11.24 |  | 08/23/15
|                  |             | 15,000                                                |               | 15,000                                                                                     |  |                        |  | $                    | 13.87 |  | 03/14/16
|                  |             | 15,000                                                |               | 15,000                                                                                     |  |                        |  | $                    | 12.62 |  | 06/07/16
|                  |             |                                                       |               |                                                                                            |  |                         |  |                      |       |  |         
|                  |             | 114,502                                               |               | 30,000                                                                                     |  |                        |  |                      |      
|                  |             |                                                       |               |                                                                                            | 
|Steven W. Eymann  |             | 15,000                                                |               |                                                                                           |  |                        |  | $                    | 3.13  |  | 10/15/08
|                  |             | 81,290                                                |               |                                                                                           |  |                        |  | $                    | 14.63 |  | 06/29/10
|                  |             | 20,400                                                |               |                                                                                           |  |                        |  | $                    | 6.50  |  | 10/06/10
|                  |             | 7,500                                                 |               |                                                                                           |  |                        |  | $                    | 7.41  |  | 02/16/11
|                  |             | 20,000                                                |               |                                                                                           |  |                        |  | $                    | 7.10  |  | 05/24/11
|                  |             | 27,300                                                |               |                                                                                           |  |                        |  | $                    | 6.00  |  | 12/18/11
|                  |             | 25,000                                                |               |                                                                                           |  |                        |  | $                    | 4.25  |  | 05/22/12
|                  |             | 60,000                                                |               |                                                                                           |  |                        |  | $                    | 5.21  |  | 10/16/13
|                  |             | 20,000                                                |               |                                                                                           |  |                        |  | $                    | 6.59  |  | 08/18/14
|                  |             | 10,000                                                |               |                                                                                           |  |                        |  | $                    | 11.24 |  | 08/23/15
|                  |             | 5,000                                                 |               | 5,000                                                                                      |  |                        |  | $                    | 12.40 |  | 09/21/16
|                  |             |                                                       |               |                                                                                            |  |                         |  |                      |       |  |         
|                  |             | 291,490                                               |               | 5,000                                                                                      |  |                        |  |                      |      
|                  |             |                                                       |               |                                                                                            | 
|Brian Duggan      |             | 37,500                                                |               |                                                                                           |  |                        |  | $                    | 3.75  |  | 03/02/09
|                  |             | 15,000                                                |               |                                                                                           |  |                        |  | $                    | 14.00 |  | 02/15/10
|                  |             | 81,290                                                |               |                                                                                           |  |                        |  | $                    | 14.63 |  | 06/29/10
|                  |             | 24,100                                                |               |                                                                                           |  |                        |  | $                    | 6.50  |  | 10/06/10
|                  |             | 40,000                                                |               |                                                                                           |  |                        |  | $                    | 7.10  |  | 05/24/11
|                  |             | 8,600                                                 |               |                                                                                           |  |                        |  | $                    | 6.00  |  | 12/18/11
|                  |             | 40,000                                                |               |                                                                                           |  |                        |  | $                    | 4.25  |  | 05/22/12
|                  |             | 60,000                                                |               |                                                                                           |  |                        |  | $                    | 5.21  |  | 10/16/13
|                  |             | 2,500                                                 |               | 2,500                                                                                      |  |                        |  | $                    | 12.40 |  | 09/21/16
|                  |             |                                                       |               |                                                                                            |  |                         |  |                      |       |  |         
|                  |             | 308,990                                               |               | 2,500                                                                                      |  |                        |  |                      |      
|                  |             |                                                       |               |                                                                                            | 
|Walter Wood       |             | 2,500                                                 |               | 2,500                                                                                      |  |                        |  | $                    | 12.40 |  | 09/21/16



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##### Table of Contents

Option Exercises and Stock Vested

The following table sets forth information concerning option exercises and stock vested to the Named Executive Officers during the year ended December 31, 2007.



|                  |  |                                         |  |                               |         |                                        |       |                              |   |       
|----------------- |  | --------------------------------------- |  | ----------------------------- | ------- | -------------------------------------- | ----- | ---------------------------- | - | ------
|                  |  | Option Awards                           |  | Stock Awards                 
|Name              |  | Number of SharesAcquired onExercise (#) |  | Value Realized onExercise ($) |         | Number of SharesAcquired onVesting (#) |       | Value Realized onVesting ($)
|Carl Myron Wagner |  |                                        |  | $                             |        |                                        | 5,000 |                              | $ | 52,650
|Malcolm C. Persen |  |                                        |  |                               |        |                                        |      |                              |   |      
|Steven W. Eymann  |  | 15,000                                  |  |                               | 120,745 |                                        |      |                              |   |      
|Brian Duggan      |  |                                        |  |                               |        |                                        |      |                              |   |      
|Walter Wood       |  |                                        |  |                               |        |                                        |      |                              |   |      



|(1) | If the officer executed a same-day-sale transaction, the value realized equals the difference between the per share exercise price of the option and the per share sales price upon
sale, multiplied by the number of shares for which the option was exercised. If the employee executed an exercise and hold transaction, the value realized equals the difference between the per share exercise price of the option and the fair market
value of a share of Common Stock on such date of exercise, multiplied by the number of shares for which the option was exercised.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Employment Agreement

In 2008, the Company and Mr. Wagner, the Companys Chief Executive Officer,
entered into an Amended and Restated Employment Agreement dated as of May 7, 2008. The agreement, which expires on January 30, 2009, provides for an annual base salary of $350,000, an annual performance-based bonus, and other benefits.
Please see Compensation Discussion and Analysis for a detailed description of the benefits that Mr. Wagner is eligible to receive.

If Mr. Wagner voluntarily terminates his employment for good reason, or Mr. Wagner is terminated without cause, then the Company would be required to (i) pay his salary for one year following
termination; (ii) pay any bonus due Mr. Wagner for the year of termination subject to his compliance with the agreement; (iii) reimburse Mr. Wagner for COBRA premiums for the period that the Company is required to offer COBRA
coverage as a matter of law; and (iv) accelerate any unvested options granted during the term of the agreement.

If Mr. Wagner is
terminated as a result of his death or disability, then the Company will be obligated to (i) pay his then current salary through the date of termination; (ii) pay a prorated amount of his bonus for the year; (iii) reimburse his COBRA
premiums for the period the Company is required to offer COBRA coverage as a matter of law; (iv) pay an amount equal to two times his annual base salary at the rate in effect on the date of such termination, to be paid in equal installments
over a twelve month period in accordance with the Companys normal payroll schedule as in effect on the date of termination of employment, commencing with the first payroll date occurring at least thirty days following the date of such
termination of employment; and (v) accelerate any unvested options granted during the term of this agreement.

In the event of a
change of control, Mr. Wagner is entitled to receive, subject to compliance with Section 409A under the Internal Revenue Code of 1986, as amended (the Code), and the regulations thereunder, the following: (i) immediately
prior to the effective date of the change of control, all stock options granted to him and not otherwise vested shall vest and become exercisable by Mr. Wagner for a minimum of ninety (90) days (or, if less, the remaining term of the
options thereof) and all restrictions on any restricted stock shall deem to have lapsed; (ii) in the event of Mr. Wagners termination of employment upon or following a change of control, the Company will pay for COBRA benefits for
Mr. Wagner for the period that the Company is required to offer COBRA coverage as a matter of law, but in no event more than eighteen (18) months; (iii) in the



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event of Mr. Wagners termination of employment upon or following a change of control, the Company shall pay Mr. Wagner an amount equal to two
times his annual base salary at the rate in effect on the date of such termination of employment, with such amount to be paid in a lump sum within 90 days following the date of such termination of employment; and (iv) upon such Change of
Control, funds sufficient to satisfy the obligations of the Company under subsections (ii) and (iii) above shall be deposited into an irrevocable rabbi trust established with a major financial institution as trustee and shall
be paid to Mr. Wagner in accordance with this Agreement upon his written notice to the trustee that his employment with the Company has terminated and that he has experienced a separation from service.

If Mr. Wagner resigns without good reason, or if Mr. Wagner is terminated for cause, the Company would be obligated to pay Mr. Wagner his
base salary through the date of termination but no bonus would be payable. Any unexercised options would terminate as provided in the applicable plan or agreement.

Change of Control Arrangements

The Company has entered into change in control agreements with Steven Eymann,
the Companys Executive Vice President and Chief Technical Officer, Brian Duggan, the President and General Manager of the Companys Tiernan division, and Malcolm Persen, the Companys Chief Financial Officer.

Steven Eymann

Pursuant to the
Change in Control Agreement between the Company and Steven Eymann, dated May 7, 2008, Mr. Eymann is entitled to receive the following in connection with the occurrence of a change of control (as defined in the agreement):
(i) immediately prior to the effective date of a change of control, all of his outstanding stock options shall vest and become exercisable for a minimum of ninety days (or, if longer, the term thereof), unless the acceleration would cause a
charge to the Companys earnings, in which case the Company would have the option to offer him a consulting position for the term of his options during which his options would continue to vest; (ii) upon any termination of employment after
a change of control, the Company will pay for COBRA benefits for Mr. Eymann for eighteen months; (iii) if Mr. Eymanns employment is terminated without cause or if he resigns for good reason (each as
defined in his agreement) within the first year following a change of control, he shall be entitled to receive a lump sum payment equal to two times his then effective annual base salary; (iv) if Mr. Eymann is terminated without cause or
resigns for good reason between the first and second anniversary of the change of control, he shall be paid a lump sum equal to one times his then effective annual base salary; (v) immediately upon a change in control, funds sufficient to
satisfy the obligations of the Company under subsections (iii) or (iv) above, as applicable, shall be deposited into a rabbi trust maintained by a major financial institution and shall be paid to Mr. Eymann upon his
written notice to the trustee to the effect that he has been terminated without cause or he has resigned for good reason. To the extent that any benefits payable to Mr. Eymann in connection with a change of control would fail to be deductible
under Section 280G of the Code, such benefits will be reduced, as selected by Mr. Eymann, to the maximum amount permitted without triggering an excise tax pursuant to Section 4999 of the Code.

Malcolm Persen

Under the
Change in Control Agreement between the Company and Malcolm Persen, dated September 27, 2007, Mr. Persen is entitled to receive the following in connection with the occurrence of a change of control (as defined in the
agreement): (i) immediately prior to the effective date of a change of control, all of his outstanding stock options shall vest and become exercisable for a minimum of ninety days (or, if longer, the term thereof), unless the acceleration would
cause a charge to the Companys earnings, in which case the Company would have the option to offer him a consulting position for the term of his options during which his options would continue to vest; (ii) upon any termination of
employment after a change of control, the Company will pay for COBRA benefits for Mr. Persen for eighteen months; (iii) if Mr. Persen is terminated without cause or if he resigns for good reason (each as
defined in his agreement) within the 24 months following a change of control,



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he shall be entitled to receive a lump sum payment equal to two times his then effective annual base salary; (iv) immediately upon a change of control,
funds sufficient to satisfy his change of control payments in (ii) or (iii) above shall be deposited into a rabbi trust maintained by a major financial institution and shall be paid to Mr. Persen upon his written notice to
the trustee to the effect that he has been terminated without cause or he has resigned for good reason. To the extent that any benefits payable to Mr. Persen in connection with a change of control would constitute excess parachute
payments within the meaning of Section 280G of the Code, Mr. Persen will receive a gross-up payment equal to the amount of any excise taxes imposed by Section 4999 of the Code.

Brian Duggan

Pursuant to the
Change in Control Agreement between the Company and Brian Duggan, dated September 27, 2007, Mr. Duggan is entitled to receive the following in connection with the occurrence of a change of control (as defined in the agreement):
(i) immediately prior to the effective date of a change of control, all of his outstanding stock options shall vest and become exercisable for a minimum of ninety days (or, if longer, the term thereof), unless the acceleration would cause a
charge to the Companys earnings, in which case the Company would have the option to offer him a consulting position for the term of his options during which his options would continue to vest; (ii) upon any termination of his employment
after a change of control, the Company will pay for COBRA benefits for Mr. Duggan for eighteen months; (iii) if Mr. Duggan is terminated without cause or if he resigns for good reason (each as defined in the
agreement) within the first year following a change in control, he shall be entitled to receive a lump sum payment equal to two times his then effective annual base salary; (iv) if Mr. Duggan is terminated without cause or resigns for good
reason between the first and second anniversary of a change of control, he shall be paid a lump sum amount equal to one times his then effective annual base salary; (v) immediately upon a change in control, funds sufficient to satisfy the
obligations of the Company under subsections (iii) or (iv) above, as applicable, shall be deposited into a rabbi trust maintained by a major financial institution and shall be paid to Mr. Duggan upon his written notice to
the trustee to the effect that he has been terminated without cause or he has resigned for good reason. To the extent that any benefits payable to Mr. Duggan in connection with a change of control would fail to be deductible under
Section 280G of the Code, such benefits will be reduced, as selected by Mr. Duggan, to the maximum amount permitted without triggering an excise tax pursuant to Section 4999 of the Code.



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##### Table of Contents

|Item 12. | Security Ownership of Principal Stockholders and Management
|-------- | -----------------------------------------------------------

The following table sets forth, as of May 9, 2008, the ownership of the Common Stock by (i) each person who is known by the Company to own of record or beneficially more than 5% of the Companys outstanding Common Stock;
(ii) each of the Companys executive officers; (iii) each of the Companys current directors; and (iv) all of the Companys directors and executive officers as a group. Except as otherwise indicated, the stockholders
listed in the table have sole voting and investment powers with respect to the shares indicated subject to applicable community property law.



|                                                             |  |                            |  |                                  |  |                                                       |  |           |  
|------------------------------------------------------------ |  | -------------------------- |  | -------------------------------- |  | ----------------------------------------------------- |  | --------- | -
|Name                                                         |  | Shares ofCommon StockOwned |  | Optionsexercisablewithin 60 days |  | Total Number ofShares ofCommon StockBeneficiallyOwned |  | % ofclass |  
|Directors and Executive Officers                             |  |                            |  |                                  |  |                                                       |  |           |  
|Dr. C.J. Waylan                                              |  | 12,000                     |  | 50,000                           |  | 62,000                                                |  | *         |  
|Dennis W. Elliott                                            |  |                           |  | 51,000                           |  | 51,000                                                |  | *         |  
|Robert C. Fitting                                            |  | 53,165                     |  | 160,000                          |  | 213,165                                               |  | 1.13      | %
|William Keiper                                               |  |                           |  | 10,000                           |  | 10,000                                                |  | *         |  
|Yip Loi Lee                                                  |  | 2,000                      |  | 61,000                           |  | 63,000                                                |  | *         |  
|James J. Spilker, Jr.                                        |  |                           |  | 20,000                           |  | 20,000                                                |  | *         |  
|Myron Wagner                                                 |  | 25,000                     |  | 75,000                           |  | 100,000                                               |  | *         |  
|Malcolm C. Persen                                            |  | 6,423                      |  | 129,502                          |  | 135,925                                               |  | *         |  
|Steven W. Eymann                                             |  | 58,371                     |  | 291,490                          |  | 349,861                                               |  | 1.86      | %
|Garry Kline                                                  |  | 67,326                     |  | 60,619                           |  | 127,945                                               |  | *         |  
|Louis Dubin                                                  |  | 2,738                      |  | 27,925                           |  | 30,663                                                |  | *         |  
|Brian Duggan                                                 |  | 416                        |  | 308,990                          |  | 309,406                                               |  | 1.65      | %
|Rick Fleeter                                                 |  | 81,699                     |  | 26,332                           |  | 108,031                                               |  | *         |  
|Walter Wood                                                  |  | 151,709                    |  | 2,500                            |  | 154,209                                               |  | *         |  
|All executive officers and directors as a group (14 persons) |  | 460,847                    |  | 1,274,358                        |  | 1,735,205                                             |  |           |  
|                                                             |  |                            |  |                                 
|5% Stockholders                                              |  |                            |  |                                  |  |                                                       |  |           |  
|Royce & Associates LLC                                       |  | 2,239,270                  |  |                                 |  | 2,239,270                                             |  | 11.91     | %
|Discovery Group I LLC                                        |  | 1,743,979                  |  |                                 |  | 1,743,979                                             |  | 9.28      | %
|Corbyn Investment Management, LLC                            |  | 1,431,247                  |  |                                 |  | 1,431,247                                             |  | 7.61      | %
|Midwood Capital Management, LLC                              |  | 1,107,825                  |  |                                  |  | 1,107,825                                             |  | 5.89      | %
|Reich & Tang Asset Management, LLC                           |  | 988,700                    |  |                                  |  | 988,700                                               |  | 5.26      | %
|Kennedy Capital Management, Inc                              |  | 947,651                    |  |                                 |  | 947,651                                               |  | 5.04      | %



|* | Less than 1%
|- | ------------

The numbers and percentages shown include
the shares of Common Stock actually owned as of May 9, 2008 and the shares of common stock that the person or group had the right to acquire within 60 days of such date. In calculating the percentage of ownership, all shares of Common Stock
that the identified person or group had the right to acquire within 60 days of May 9, 2008, upon the exercise of options are deemed to be outstanding for the purpose of computing the percentage of the shares of common stock owned by such person
or group, but are not deemed to be outstanding for the purpose of computing the percentage of the shares of Common Stock owned by any other person.



|Item 13. | Certain Relationships And Related Person Transactions
|-------- | -----------------------------------------------------

The Chairman of the Companys Board of Directors, Dr. C.J. Waylan, serves on the Board of Directors of GlobeComm Systems, Inc., which is a customer of the Company. Fiscal 2007 revenue from this customer totaled $1.7 million and
the Company had an account receivable of $659,000 at December 31, 2007 relating to this customer.



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##### Table of Contents

|Item 14. | Principal Accounting Fees And Services
|-------- | --------------------------------------

The Audit
Committee, pursuant to authority granted to it by the Board, has selected KPMG LLP, certified public accountants, as independent auditors to examine the annual consolidated financial statements of the Company and its subsidiaries for fiscal year
2007.

The fees and expenses paid or payable by the Company to KPMG LLP relating to the audit of the 2007 consolidated financial statements
and the fees for other professional services billed by KMPG LLP to the Company in 2007 were as follows:



|                   |  |                  |     |      |   |      
|------------------ |  | ---------------- | --- | ---- | - | -----
|                   |  | 2007             |     | 2006
|                   |  | ($ in thousands)
|Audit Fees         |  | $                | 915 |      | $ | 1,046
|Audit-Related Fees |  |                  |    |      |   |     
|Tax Fees           |  |                  |    |      |   |     
|All Other Fees     |  |                  |    |      |   |     

Audit fees include the aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit of the Companys annual financial statements and review of financial statements included in the Companys Form 10-Q or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-related fees include the
aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that reasonably relate to the performance of the audit or review of the Companys financial statements and are not
reported under the above paragraph.

Tax fees include the aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice and tax planning.

All other fees include the aggregate fees
billed in each of the last two fiscal years for products and services provided, other than the services reported in the preceding three paragraphs.

Representatives of KPMG LLP will attend the annual meeting. They will have an opportunity to make a statement to those in attendance and will be available to answer appropriate questions.

The Audit Committee has reviewed the fees paid to KPMG LLP and has considered whether the fees paid for non-audit services are compatible with
maintaining KPMG LLPs independence. The Audit Committee has also adopted policies and procedures to approve audit and non-audit services provided by KPMG LLP in accordance with the Sarbanes-Oxley Act and rules of the SEC promulgated
thereunder. These policies and procedures involve a detailed annual pre-approval by the Audit Committee of the types of services to be provided by the Companys independent auditor and fee limits for each type of service on both a per
engagement and aggregate level. Additional service engagements that exceed these pre-approved limits must be submitted to the Audit Committee for further pre-approval. The Audit Committee may additionally ratify certain de minimus services provided
by the independent auditor without prior Audit Committee approval, as permitted by the Sarbanes-Oxley Act and rules of the SEC promulgated thereunder. The Company will disclose all such approvals by the Audit Committee, as applicable, in upcoming
years.



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##### Table of Contents

PART IV.



|Item 15. | Financial Statements, Financial Statement Schedules and Exhibits
|-------- | ----------------------------------------------------------------

The following Exhibits are filed as part of, or incorporated by reference into, this Form 10-K/A.



|             |  |                                                                                                                                                                                      
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitIndex |  |                                                                                                                                                                                      
|             | 
|24.1         |  | Power of Attorney (previously filed with Registrants Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 17, 2008 and incorporated herein by
reference).
|             | 
|31.1*        |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                  
|             | 
|31.2*        |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                  



|* | Filed herewith
|- | --------------



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



RADYNE CORPORATIONBy:

/s/ Carl Myron WagnerCarl Myron Wagner, Chief Executive Officer (Principal
Executive Officer)By:

/s/ Malcolm C. PersenMalcolm C. Persen, Vice President, Secretary and Chief Financial Officer (Principal Financial Officer)


Dated: June 4, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                        |  |                                                                                     |  |             
|--------------------------------------- |  | ----------------------------------------------------------------------------------- |  | ------------
|Name                                    |  | Title                                                                               |  | Date        
|                                        |  |                                                                                    
|* C. J. Waylan                          |  | Chairman of the Board of Directors                                                  |  | June 4, 2008
|                                        |  |                                                                                    
|* Yip Loi Lee                           |  | Director                                                                            |  | June 4, 2008
|                                        |  |                                                                                    
|* Dennis W. Elliott                     |  | Director                                                                            |  | June 4, 2008
|                                        |  |                                                                                    
|* James Spilker Jr.                     |  | Director                                                                            |  | June 4, 2008
|                                        |  |                                                                                    
|* Robert C. Fitting                     |  | Director                                                                            |  | June 4, 2008
|                                        |  |                                                                                    
|* William Keiper                        |  | Director                                                                            |  | June 4, 2008
|                                        |  |                                                                                    
|/s/ Carl Myron Wagner Carl Myron Wagner |  | Chief Executive Officer and Director                                                |  | June 4, 2008
|                                        |  |                                                                                    
|/s/ Malcolm C. Persen Malcolm C. Persen |  | Vice President, Secretary and Chief Financial Officer (Principal Financial Officer) |  | June 4, 2008
|                                        |  |                                                                                    
|/s/ Chad A. Perham Chad
A. Perham       |  | Corporate Controller (Principal Accounting Officer)                                 |  | June 4, 2008



|     |  |                                   
|---- |  | ----------------------------------
|     | 
|*By: |  | /s/    Malcolm C. Persen          
|     |  | Malcolm C. Persen Attorney-in-fact



26