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                                                                    Exhibit 10.4

NOTICE OF GRANT OF NONSTATUTORY            AIRVANA, INC.
STOCK OPTION AND OPTION                    19 Alpha Road
AGREEMENT                                  Chelmsford, MA  01824
                                           IRS ID:  04-3507654

PARTICIPANT:

OPTION NUMBER:

PLAN:  2007 STOCK INCENTIVE PLAN

ID:

On the Date of Grant specified below, Airvana, Inc., a Delaware corporation (the
"Company"), awarded you a Nonstatutory Stock Option (this "Option") to purchase,
in whole or in part, on the terms provided in this Notice of Grant, the attached
Nonstatutory Stock Option Agreement (the "Option Agreement") and the Company's
2007 Stock Incentive Plan (the "Plan"), a total number of shares of the
Company's Common Stock (the "Shares") equal to the Number of Shares specified
below at the Exercise Price specified below per Share. Unless earlier
terminated, this Option shall expire at 5:00 p.m., Eastern time, on [the Final
Exercise Date specified below][the day immediately preceding the tenth
anniversary of the Date of Grant (the "Final Exercise Date")].

DATE OF GRANT:

NUMBER OF SHARES:

EXERCISE PRICE:

[FINAL EXERCISE DATE:]

This Option will become exercisable ("vest") as to 25% of the original number of
Shares subject to this Option on the first anniversary of Date of Grant and as
to an additional 6.25% of the original number of Shares subject to this Option
at the end of each successive three-month period following the first anniversary
of Date of Grant until fourth anniversary of Date of Grant.

By your signature and the Company's signature below, you and the Company agree
that this Option is granted under and governed by the terms and conditions of
this Notice of Grant and the Plan and the Option Agreement, both of which are
made a part of this document. By your signature below you acknowledge receipt of
a copy of the Plan and the Option Agreement and you acknowledge that you have
read and will comply with the Company's Insider Trading Policy.

Airvana, Inc.

By: ____________________________             __________________________
                                             Date
_______________________________              __________________________
Participant                                  Date

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                                  AIRVANA, INC.

                                     FORM OF
                       NONSTATUTORY STOCK OPTION AGREEMENT
                     GRANTED UNDER 2007 STOCK INCENTIVE PLAN

1.    Grant of Option.

      It is intended that the Option evidenced by the Notice of Grant to which
this Nonstatutory Stock Option Agreement is attached (the "Notice of Grant") and
this Option Agreement shall not be an incentive stock option as defined in
Section 422 of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code"). Except as otherwise indicated
by the context, the term "Participant", as used in this Option, shall be deemed
to include any person who acquires the right to exercise this Option validly
under its terms.

2.    Vesting; Acceleration Upon a Change in Control Event.

      (a) The right of exercise of this Option shall be cumulative so that to
the extent the Option is not exercised in any period to the maximum extent
permissible it shall continue to be exercisable, in whole or in part, with
respect to all Shares for which it is vested until the earlier of the Final
Exercise Date or the termination of this Option under Section 3 hereof or the
Plan.

      (b) Notwithstanding any provision of the Plan to the contrary, effective
immediately prior to a Change in Control Event (as defined below), except to the
extent specifically provided to the contrary in the Notice of Grant or any
agreement between the Participant and the Company, the vesting schedule of this
Option shall be accelerated in part so that the number of shares that would
otherwise have first become vested during the twelve-month period following the
date of the Change in Control Event shall immediately become exercisable. The
remaining number of shares subject to vesting, if any, shall continue to become
vested (provided that the conditions for continued vesting set forth herein
continue to be satisfied) in accordance with the original vesting schedule set
forth in this Option, with the same percentage of the total number of shares
subject to this Option that would otherwise have become vested on each
subsequent vesting date in accordance with the original schedule becoming vested
on each such subsequent vesting date until this Option is vested in full (with
the consequence that this Option, if not becoming fully vested on the date of
such Change in Control Event, will vest in full twelve months sooner than
provided in the original vesting schedule).

      (c) For purposes of this agreement, "Change in Control Event" shall mean
an event or occurrence that is set forth in any one or more of clauses (1)
through (3) below (including without limitation an event or occurrence that
constitutes a Change in Control Event under one of such clauses but is
specifically exempted from another such clause) and that also constitutes a
"change of control" within the meaning of Section 409A of the Code and the
guidance issued thereunder:

         (1) the acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any
capital stock of the Company if, after such

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acquisition, such Person beneficially owns (within the meaning of Rule 13d-3
promulgated under the Exchange Act) 50% or more of either (i) the
then-outstanding shares of Common Stock (the "Outstanding Company Common Stock")
or (ii) the combined voting power of the then-outstanding securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes
of this clause (1), the following acquisitions shall not constitute a Change in
Control Event: (A) any acquisition directly from the Company (excluding an
acquisition pursuant to the exercise, conversion or exchange of any security
exercisable for, convertible into or exchangeable for common stock or voting
securities of the Company, unless the Person exercising, converting or
exchanging such security acquired such security directly from the Company or an
underwriter or agent of the Company), (B) any acquisition by the Company, (C)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (D)
any acquisition by any corporation pursuant to a transaction which complies with
clauses 2(i) and 2(ii) of this Section 2(c); or

         (2) the consummation of a merger, consolidation, reorganization,
recapitalization or statutory share exchange involving the Company or a sale or
other disposition of all or substantially all of the assets of the Company in
one or a series of transactions (a "Business Combination"), unless, immediately
following such Business Combination, each of the following two conditions is
satisfied: (i) all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding
securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such Business
Combination (which shall include, without limitation, a corporation which as a
result of such transaction owns the Company or substantially all of the
Company's assets either directly or through one or more subsidiaries) (such
resulting or acquiring corporation is referred to herein as the "Acquiring
Corporation") in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, respectively; and (ii)
no Person (excluding the Acquiring Corporation or any employee benefit plan (or
related trust) maintained or sponsored by the Company or by the Acquiring
Corporation) beneficially owns, directly or indirectly, 35% or more of the then
outstanding shares of common stock of the Acquiring Corporation, or of the
combined voting power of the then-outstanding securities of such corporation
entitled to vote generally in the election of directors (except to the extent
that such ownership existed prior to the Business Combination); or

         (3) the liquidation or dissolution of the Company.

3.       Exercise of Option.

      (a) Form of Exercise. Each election to exercise this Option shall be in
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan. The Participant may purchase less than the number of
Shares covered hereby, provided that no partial exercise of this Option may be
for any fractional share.

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      (b) Continuous Relationship with the Company Required. Except as otherwise
provided in this Section 3, this Option may not be exercised unless the
Participant, at the time he or she exercises this Option, is, and has been at
all times since the Date of Grant, an employee or officer of, or consultant or
advisor to, the Company or any other entity the employees, officers, directors,
consultants, or advisors of which are eligible to receive option grants under
the Plan (an "Eligible Participant").

      (c) Termination of Relationship with the Company. If the Participant
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this Option shall terminate
three months after such cessation (but in no event after the Final Exercise
Date), provided that this Option shall be exercisable only to the extent that
the Participant was entitled to exercise this Option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, prior to the Final
Exercise Date, violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
Option shall terminate immediately upon written notice to the Participant from
the Company describing such violation.

      (d) Exercise Period Upon Death or Disability. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for "cause" as specified in
paragraph (e) below, this Option shall be exercisable, within the period of one
year following the date of death or disability of the Participant, by the
Participant (or in the case of death by an authorized transferee), provided that
this Option shall be exercisable only to the extent that this Option was
exercisable by the Participant on the date of his or her death or disability,
and further provided that this Option shall not be exercisable after the Final
Exercise Date.

      (e) Termination for Cause. If, prior to the Final Exercise Date, the
Participant's employment or other relationship with the Company is terminated by
the Company for Cause (as defined below), the right to exercise this Option
shall terminate immediately upon the effective date of such termination of
employment or other relationship. If the Participant is party to an employment,
consulting or severance agreement with the Company that contains a definition of
"cause" for termination of employment or other relationship, "Cause" shall have
the meaning ascribed to such term in such agreement. Otherwise, "Cause" shall
mean willful misconduct by the Participant or willful failure by the Participant
to perform his or her responsibilities to the Company (including, without
limitation, breach by the Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or other similar agreement
between the Participant and the Company), as determined by the Company, which
determination shall be conclusive. The Participant shall be considered to have
been discharged for Cause if the Company determines, within 30 days after the
Participant's resignation, that discharge for cause was warranted.

4. Withholding. No Shares will be issued pursuant to the exercise of this Option
unless and until the Participant pays to the Company, or makes provision
satisfactory to the Company for payment of, any federal, state or local
withholding taxes required by law to be withheld in respect of this Option.

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5.    Nontransferability of Option.

      This Option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this Option shall be exercisable only by the Participant.

6.    Provisions of the Plan.

      This Option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this Option.