UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Amendment
No. 1)


(Mark
one)





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





For
the fiscal year ended December 31, 2008





OR





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





For
the transition period _________________ to _________________





Commission
file number:
000-31031





AIRSPAN
NETWORKS INC.


(Exact
name of registrant as specified in its charter)





Washington
            75-2743995(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)777
      Yamato Road, Suite 310
              Boca
      Raton, FL
            33431(Address
      of principal executive offices)
            (Zip
      Code)





(561)
893-8670


(Registrant’s
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:  None





Securities
registered pursuant to Section 12(g) of the 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
x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.




Yes x  No
 ̈




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 x  No
 ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


Yes  ̈ 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   ̈
                  Non-accelerated
      filer   ̈
                  Smaller
      reporting company x




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




As of
July 1, 2008, the aggregate market value of the registrant’s common stock held
by non-affiliates of the registrant was $42,057,251 based on the closing sale
price as reported on the NASDAQ Global Market. This calculation has been
performed under the assumption that all directors, officers and stockholders who
own more than 10% of the registrant’s outstanding voting securities are
affiliates of the registrant.




As of
April 27, 2009, the number of shares outstanding of the registrant’s common
stock was 59,814,232.




DOCUMENTS
INCORPORATED BY REFERENCE





None





EXPLANATORY
NOTE




This
Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report
on Form 10-K for the fiscal year ended December 31, 2008 of Airspan
Networks Inc., filed with the Securities and Exchange Commission (the “SEC”) on
March 31, 2008 (the “Original Filing”). We are filing this Amendment to
include the information required by Part III of Form 10-K that was not
included in the Original Filing as we will not file a definitive proxy statement
within 120 days of the end of our fiscal year ended December 31, 2008.
In addition, in connection with the filing of this Amendment and pursuant to the
rules of the SEC, we are including with this Amendment certain currently dated
certifications of the Chief Executive Officer and Chief Financial
Officer.





Except as
described above, no other changes have been made to the Original Filing. The
Original Filing continues to speak as of the date of the Original
Filing.





TABLE
OF CONTENTS





PagePART
      III
                  
                  1Item 10.
                  Directors,
      Executive Officers and Corporate Governance
                  1Item 11.
                  Executive
      Compensation
                  4Item
      12.
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                  9Item
      13.
                  Certain
      Relationships and Related Transactions, and Director
      Independence
                  12Item
      14.
                  Principal
      Accountant Fees and Services
                  13PART
      IV
                  
                  14Item 15.
                  Exhibits
      and Financial Statement Schedules
                  14SIGNATURES


i


PART
III





Item 10.  DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Directors





The Board
of Directors of Airspan Networks Inc. (“Airspan” or the “Company”) currently
consists of nine members.





Name
                
                Age
                
                PositionJulianne M.
      Biagini
                
                46
                
                DirectorBandel L.
      Carano
                
                47
                
                DirectorMatthew J.
      Desch
                
                51
                
                Chairman
      of the Board of DirectorsMichael T.
      Flynn
                
                60
                
                DirectorFrederick R.
      Fromm
                
                59
                
                DirectorGuillermo
      Heredia
                
                67
                
                DirectorThomas S.
      Huseby
                
                61
                
                DirectorEric D.
      Stonestrom
                
                47
                
                Chief
      Executive Officer, President, and DirectorDavid A.
      Twyver
                
                62
                
                Director





Julianne M.
Biagini has served as a director of Airspan since August 2006. Ms.
Biagini was employed by Crossbow Technology, Inc. in 2008, as their
Chief Financial Officer.  Crossbow is a private company focused on the
wireless sensor industry.  From 1994 through 2007, she served in a
number of executive positions at Endwave Corporation, a supplier of RF
subsystems for millimeterwave, broadband wireless access
systems.  During her tenure, Ms. Biagini also served for five years as
Chief Financial Officer of Endwave from May 2001 through April 2006. From 1992
until 1994, Ms. Biagini was the manager of Accounting and Tax at Exponent, Inc.,
an engineering and scientific consulting firm. Prior to 1992, Ms. Biagini worked
at KPMG as a tax specialist. Ms. Biagini is a Certified Public Accountant with a
B.S. in business administration from San Jose State University and an M.B.A.
from Santa Clara University.





Bandel L.
Carano joined the Board of Directors of Airspan in September 2006. Mr.
Carano, who was a member of the Company’s Board of Directors from January 1998
to February 2001, has been a General Partner of Oak Investment Partners, a
multi-stage venture capital firm, since 1987. Mr. Carano also serves on the
Investment Advisory Board of the Stanford Engineering Venture Fund, the Board of
Directors of Kratos Defense and Security Solutions, Inc., the Board of Directors
of FiberTower Corporation, the Supervisory Board of Tele Atlas N.V. and the
Board of Directors of numerous private companies. Mr. Carano holds a B.S. and an
M.S. in Electrical Engineering from Stanford University.





Matthew J.
Desch became Chairman of the Board of Directors of Airspan on July 1,
2000. Since September 2006, Mr. Desch has served as Chairman and Chief Executive
Officer of Iridium Satellite LLC, a global supplier of mobile satellite
communications services. Prior to joining Iridium, Mr. Desch served as the Chief
Executive Officer of Telcordia Technologies, a private communications software
and services supplier from July 2002 until October 2005. He is currently a
member of the board of directors of Starent Networks. From 1987 through May
2000, Mr. Desch served in a variety of management positions with Nortel
Networks, a global supplier of networking solutions and services. From 1996
through 2000, he served as Executive Vice President and President of Nortel’s
Wireless Networks division, responsible for Nortel’s global wireless
infrastructure business. Mr. Desch has a B.S. from Ohio State University and an
M.B.A. from the University of Chicago.





Michael T.
Flynn has served as a director of Airspan since July 2001. From June 1994
until March 31, 2004, Mr. Flynn served as an officer of ALLTEL Corporation, an
integrated telecommunications provider of wireless, local telephone,
long-distance, competitive local exchange, Internet and high-speed data
services. From May 2003 until April 2004, he held the position of Assistant to
the Chief Executive Officer. From April 1997 to May 2003, Mr. Flynn served as
Group President of Communications at ALLTEL. From June 1994 to April 1997, Mr.
Flynn was President of the Telephone Group of ALLTEL. Since January 2004, Mr.
Flynn has served on the Board of Directors, the Audit Committee and the
Compensation Committee of WebEx Communications, a publicly-traded company
providing real time web collaboration and conferencing services. He also serves
as a member of the Board of Directors of several private companies including:
Calix, a leading provider of next generation, integrated voice, data and video,
loop and transport access technology; and GENBAND a provider of access and
trunking media gateway solutions for Voice-over-Internet Protocol (“VoIP”) and
signaling applications. Mr. Flynn earned his B.S. degree in Industrial
Engineering from Texas A&M University in 1970. He attended the Dartmouth
Institute in 1986 and the Harvard Advanced Management Program in
1988.





Frederick R.
Fromm joined the Airspan Board of Directors in June 2006. Mr. Fromm has
served for more than 30 years in the telecommunications industry, where he has
held a variety of senior executive positions with a broad range of companies.
Since January 2006, Mr. Fromm has served as the Chairman of the Board and Chief
Executive Officer of nexVortex, Inc., a privately-held business-grade VoIP
services provider.  From July 2004 until September 2005, Mr. Fromm
served as the President and Chief Executive Officer and as a director of Mobeon
AB, a Swedish based telecom software manufacturer and supplier of specialized
messaging software components to tier-one telecom network equipment vendors.
From May 2003 to February 2004, Mr. Fromm was President and Chief Executive
Officer and a director of Gluon Networks, Inc., a private telecommunications
equipment company. From July 2000 to October 2001, he was President, and from
November 2001 to October 2002, he was also a director and Chief Executive
Officer of Oplink Communications, Inc., an optical components company that
completed its initial public offering during Mr. Fromm’s tenure with the
company. Between June 2001 and July 2006, Mr. Fromm served as a director of Wave
Wireless Corporation, a public wireless telecom equipment company. Mr. Fromm
received B.S. and M.S. degrees in Engineering from the University of
Wisconsin-Milwaukee and an M.B.A. from Florida Atlantic University.





Guillermo
Heredia joined the Board of Directors of Airspan in January 2001. Since
September 2005, Mr. Heredia has served as President and Chief Executive Officer
of AeroLineas MesoAmericanas, a new low cost airline carrier operating within
Mexico. From 1999 to 2005, Mr. Heredia served as the managing partner of
Consultores en Inversiones Aeronauticas, a provider of consulting services to
airline operators and investors. Mr. Heredia has served in the senior management
of three major Mexican corporations: as President and Chief Operating Officer of
Aeromexico from 1989 to 1992; as President and Chief Operating Officer of Grupo
Iusacell, Mexico’s number two wireless carrier from 1992 to 1994; and as
President and Chief Executive Officer of Previnter, a joint venture of AIG, Bank
Boston and Bank of Nova Scotia from 1995 to 1999. Mr. Heredia currently serves
as a member of the board of directors for W.L. Comunicaciones, a private
telecommunications company involved in developing a wide band fiber optic
network in Mexico City and throughout Mexico and for Jalisco Tequilana
Internacional, a private distiller and distributor of Tequila. Mr. Heredia holds
a degree in Mechanical Engineering from the Universidad de las Americas and in
Business Administration from Universidad Iberoamericana.





Thomas S.
Huseby has served as a Director of Airspan since January 1998, serving as
Chairman of the Board from January 1998 until July 2000. Since August 1997, Mr.
Huseby has served as the Managing Partner of SeaPoint Ventures, LLC
(“SeaPoint”), a venture capital fund focused on communications and internet
infrastructure. Mr. Huseby has also served as an advisor to Oak Investment
Partners since August 1997, with the title of “Venture Partner”, and from 2007
as a strategic partner to Hunt Ventures and Voyager Capital. Prior to his
employment with SeaPoint, from 1994 to 1997, Mr. Huseby was the Chairman and
Chief Executive Officer of Metawave Communications, a previously public
corporation which manufactured cellular infrastructure equipment. Previously, he
was President and Chief Executive Officer of Innova Corporation, a previously
public manufacturer of millimeter wave radios. Mr. Huseby is currently Chairman
of the Board of three privately held companies: Ontela Inc. that provides a
platform that brings image services to mobile phone handsets; SnapIn Software,
Inc. that develops handset-based wireless customer care and diagnostic products
for mobile network operators; and Zumobi Inc. that allows innovative mobile
access, retrieval and sharing of web-based content. He is also a board member of
the following privately held corporations: Hubspan; Kineto Wireless; Modiv
Media; Mojix; Trumba; and SinglePoint. Mr. Huseby has a Bachelor’s degree in
Economics and a B.S.I.E. from Columbia University and an M.B.A. from Stanford
University.





Eric D.
Stonestrom joined Airspan as Executive Vice President and Chief Operating
Officer in January 1998. In May 1998, he was named President and Chief Executive
Officer, as well as a member of the Board of Directors. From 1995 to January
1998, Mr. Stonestrom was employed by DSC Communications Corporation, a provider
of telecommunications equipment and services, as a Vice President of operating
divisions, including the Airspan product line. From 1984 until 1995, Mr.
Stonestrom worked at telecommunications corporations Bell Laboratories and
AT&T in a variety of positions. He received B.S., M.S. and M. Eng. degrees
in 1982, 1983 and 1984, respectively, from the College of Engineering at the
University of California at Berkeley.


2


David A.
Twyver joined the Board of Directors of Airspan in May 1999. Mr. Twyver
served as the President and Chief Executive Officer of Ensemble Communications
Inc., a supplier of LMDS wireless equipment, from January 2000 until September,
2002. From 1996 to 1997, Mr. Twyver served as Chief Executive Officer of
Teledesic Corporation, a satellite telecommunications company. From 1974 to
1996, Mr. Twyver served in several management positions at Nortel Networks
Limited, a leading global supplier of data and telephone network solutions and
services, most recently as president of Nortel Wireless Networks from 1993 to
1996. Mr. Twyver served as a director of Metawave Communications, Inc, a
manufacturer of cellular infrastructure equipment, from March 1998 until
February 2003 and as a member of Metawave Communications, Inc.’s Audit Committee
from June 2000 until February 2003. Mr. Twyver also served as Chairman of the
Board of Directors of Ensemble from January 2002 until December 2003 and as a
director until April 2004. He received his B.S. in Mathematics and Physics from
the University of Saskatchewan.





Executive
Officers




Certain
information concerning the Company’s executive officers is contained in the
section entitled “Executive Officers and Directors of the Registrant” in Item 1
of Part I of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, filed with the SEC on March 31, 2009.





Family
Relationships and Arrangements and Understandings




There are
no family relationships among the Company’s officers and directors, nor are
there any arrangements or understandings between any of the directors or
officers of the Company or any other person pursuant to which any officer or
director was or is to be selected as an officer or director, except for the
agreement with Oak Investment Partners to appoint Mr. Carano as a director as a
condition to the closing of Oak Investment Partners’ purchase of our
Series B Preferred Stock.





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 directors and executive officers, and persons who own
more than ten percent of the Company’s outstanding Common Stock, to file with
the Securities and Exchange Commission initial reports of ownership and report
changes in ownership of Common Stock. Such persons are required by SEC
regulations to furnish the Company with copies of all such reports they
file.





To our
knowledge, based solely on a review of the copies of reports furnished to us and
written or oral representations that no other reports were required for such
persons, during 2008, all Section 16(a) filing requirements applicable to
our officers, directors and greater than ten percent beneficial owners have been
complied with, except for the following: (i) one Form 4 reporting two
transactions for Mr. Paul Senior, the Company’s Senior Vice President and Chief
Technology Officer, and (ii) one Form 5 reporting two transactions for Mr.
Huseby.





Code
of Ethics




Certain
information concerning the Company’s code of business conduct is contained in
the section entitled “Code of Ethics” in Item 10 of Part III of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the
SEC on March 31, 2009.





The
Audit Committee





The
Companyhas a
separately designated Audit Committee, which consists of members of the
Company’s Board of Directors.  The Audit Committee has been
established in accordance with Section 3(a)(58)(A) of the Exchange
Act.  The current members of the Audit Committee are Julianne M.
Biagini (Chairman), Michael T. Flynn and David A. Twyver.





The Audit
Committee oversees the quality and integrity of the accounting, auditing and
reporting practices of the Company. The Audit Committee’s authority includes
overseeing the preparation of the Company’s financial statements, discussing
with management the Company’s processes to manage business and financial risk,
and overseeing compliance with applicable legal, ethical, and regulatory
requirements. The Audit Committee is responsible for the selection, replacement,
compensation and oversight of the independent registered public accounting firm
engaged to prepare audit reports on the Company’s financial statements. The
specific responsibilities in carrying out the Audit Committee’s oversight role
are delineated in the Audit Committee Charter, which is available on the
Company’s web site located at www.airspan.com.


3


In 2008,
the Board of Directors determined that each member of the Audit Committee was
independent under the then applicable NASDAQ Stock Market listing standards. The
Board of Directors has determined that Julianne M. Biagini qualifies as an
“Audit Committee Financial Expert” as that term is defined in the rules of the
SEC implementing the requirements of the Sarbanes-Oxley Act of
2002.





Item 11.  EXECUTIVE
COMPENSATION




EXECUTIVE
COMPENSATION





The
following table summarizes the compensation paid by the Company to its principal
executive officer and its two other most highly compensated executive officers,
based on total compensation for the year ended December 31, 2008 (the “Named
Executive Officers”), for the years ended December 31, 2008 and
2007.





Summary
Compensation Table





Name
      and
                                            Principal
      Position
                                          
                                          Year
                                          
                                          Salary
                                          
                                          
                                          Bonus
                                          
                                          
                                          Stock
                                            Awards
                                            (1)
                                          
                                          
                                          Option
                                            Awards
                                            (2)
                                          
                                          
                                          All
      Other
                                            Compensation
                                            (3)
                                          
                                          
                                          Total$
                                          
                                          
                                          $
                                          
                                          
                                          $
                                          
                                          
                                          $
                                          
                                          
                                          $
                                          
                                          
                                          $Eric
      D. Stonestrom(4)
                                          
                                          2008
                                          
                                          
                                          380,000
                                          
                                          
                                          
                                          47,500
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          294,698
                                          
                                          
                                          
                                          26,000
                                          
                                          
                                          
                                          748,198President
      and Chief Executive Officer
                                          
                                          2007
                                          
                                          
                                          380,000
                                          
                                          
                                          
                                          45,600
                                          
                                          
                                          
                                          63,869
                                          
                                          
                                          
                                          218,512
                                          
                                          
                                          
                                          30,637
                                          
                                          
                                          
                                          738,618David
      Brant
                                          
                                          2008
                                          
                                          
                                          274,000
                                          
                                          
                                          
                                          27,400
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          127,764
                                          
                                          
                                          
                                          54,269
                                          
                                          
                                          
                                          483,433Senior
      Vice President and Chief Financial Officer
                                          
                                          2007
                                          
                                          
                                          271,950
                                          
                                          
                                          
                                          24,614
                                          
                                          
                                          
                                          17,785
                                          
                                          
                                          
                                          140,598
                                          
                                          
                                          
                                          90,356
                                          
                                          
                                          
                                          545,303Padraig
      Byrne(5)
                                          
                                          2008
                                          
                                          
                                          179,167
                                          
                                          
                                          
                                          21,500
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          206,104
                                          
                                          
                                          
                                          52,853
                                          
                                          
                                          
                                          459,624Senior
      Vice President and Chief Marketing Officer





(1)
            “Stock Awards” represent the
      dollar amount recognized as expense with respect to stock awards on the
      Company’s financial statements for the 2008 and 2007 fiscal years in
      accordance with Statement of Financial Accounting Standards No. 123
      (revised 2004), “Share-Based Payment” (“SFAS No. 123(R)”), disregarding,
      however, the estimate of forfeitures related to service-based vesting
      conditions included in such financial statements and required by SFAS
      No. 123(R). No amounts of stock awards were forfeited by the Named
      Executive Officers for 2008 or 2007. Stock expense is charged to earnings
      over the relevant period of vesting service. See Note 12 to the Company’s
      audited Consolidated Financial Statements contained in the Company’s
      Annual Report on Form 10-K for the fiscal year ended December 31,
      2008, filed with the SEC on March 31, 2009, for a discussion of the
      methodology used and the assumptions made in the valuation of the stock
      awards.


(2)
            “Option Awards” represent the
      dollar amount recognized as an expense with respect to option awards on
      the Company’s financial statements for the 2008 and 2007 fiscal years in
      accordance with SFAS No. 123(R), disregarding, however, the estimate
      of forfeitures related to service-based vesting conditions included in
      such financial statements and required by SFAS No. 123(R). No amounts
      of option awards were forfeited by the Named Executive Officers for 2008
      or 2007. Option expense is charged to earnings over the relevant period of
      vesting service. See Note 12 to the Company’s audited Consolidated
      Financial Statements contained in the Company’s Annual Report on Form 10-K
      for the fiscal year ended December 31, 2008, filed with the SEC on
      March 31, 2009, for a discussion of the methodology used and the
      assumptions made in the valuation of the
  options.


(3)
            See the “All Other Compensation”
      Supplementary Table below.


(4)
            Mr.
      Stonestrom does not receive any compensation for his services as a
      director of the Company.


4




(5)
              Mr. Byrne joined Airspan in
      February 2008.





“All
Other Compensation” Supplementary Table




Year
                    
                    Healthcare/
                      Insurance(1)
                      ($)
                    
                    Pension(2)
                      ($)
                    
                    401(k)(3)
                      ($)
                    
                    Total
                      “All
      Other
                      Compensation”(4)
                      ($)Eric D.
      Stonestrom
                    
                    
                    2008
                    
                    16,700
                    
                    
                    —
                    
                    9,300
                    
                    
                    26,000David
      Brant(4)
                    
                    
                    2008
                    
                    16,439
                    
                    
                    13,879
                    
                    —
                    
                    
                    54,269Padraig
      Byrne
                    
                    
                    2008
                    
                    12,091
                    
                    
                    —
                    
                    4,465
                    
                    
                    52,853





(1)
            The cost of providing medical,
      hospitalization, dental, life and disability insurance based on actual
      costs incurred or a pro rata percentage relating to base
      salary.


(2)
            The Company contributes to a
      defined contribution pension plan 7.5 percent of base
      salary.


(3)
            The Company matches 60 percent of
      the contributions made into a 401(k) plan up to the limit permitted by the
      Internal Revenue Service. The matches are made in shares of Airspan
      Networks Inc. common stock priced at the closing price on the last day of
      each relevant quarter.


(4)
            Includes relocation expenses paid
      to Mr. Brant of $23,951 and to Mr. Byrne of
  $36,297.





Employment
Agreements





All of
our Named Executive Officers are employed with employment agreements. These
agreements have been filed with the SEC:




·
              Eric D. Stonestrom (incorporated
      herein by reference to the amendment to the Company’s Registration
      Statement on Form S-1 filed June 22,
  2000);




·
            David
      Brant (incorporated herein by reference to the Company’s Annual Report on
      Form 10-K for the fiscal year ended December 31, 2006);
      and





·
            Padraig
      Byrne (incorporated herein by reference to the Company’s Annual Report on
      Form 10-K for the fiscal year ended December 31,
      2007).




Eric
D. Stonestrom





Mr.
Stonestrom’s base salary under his employment agreement, dated January 12,
1998, is $380,000 per year, subject to periodic review and adjustment by the
Company’s Board of Directors. Additionally, Mr. Stonestrom is eligible to
receive certain bonus compensation in accordance with Airspan’s executive bonus
compensation plan. Mr. Stonestrom’s employment agreement has no specified term.
See the caption “Potential Payments Upon Termination Or Change Of Control” for
details regarding potential severance payments under agreements as in effect at
April 30, 2009.





David
Brant





Under his
employment agreement, dated March 1, 2007, Mr. Brant receives a base salary
of $274,000 per year, effective from February 1, 2007, subject to periodic
review and adjustment by the Company’s Board of Directors. The employment
agreement has no specified term. Additionally, Mr. Brant is eligible to receive
certain bonus compensation in accordance with Airspan’s executive bonus
compensation plan. See the caption “Potential Payments Upon Termination Or
Change Of Control” for details regarding potential severance payments under
agreements as in effect at April 30, 2009.


5


Padraig
Byrne





Under his
employment agreement, dated February 7, 2008, Mr. Byrne’s base salary is
$215,000, subject to periodic review and adjustment by the Company’s Board of
Directors. The employment agreement has no specified
term.  Additionally, Mr. Byrne is eligible to receive certain bonus
compensation in accordance with Airspan’s executive bonus compensation plan. See
the caption “Potential Payments Upon Termination Or Change of Control” for
details regarding potential severance payments under agreements as in effect at
April 30, 2009.





Terms
of Grants Made During 2008




On March
3, 2008, Messrs. Stonestrom, Brant and Byrne were issued 350,000, 150,000 and
250,000 options to purchase shares of the Company’s Common Stock,
respectively.  The exercise price of these options is equal to
$1.20.  On August 8, 2008, Messrs. Stonestrom, Brant and Byrne were
issued 60,000, 30,000 and 30,000 options to purchase shares of the Company’s
Common Stock, respectively.  The exercise price of these options is
equal to $0.50.  Each of the above option awards vests over a
four-year period, with 25 percent becoming exercisable on the first anniversary
of the grant date and 1/48 becoming exercisable in each month following the
first anniversary of the grant date.




No stock
awards were made to the Named Executive Officers during 2008.





Outstanding
Equity Awards at December 31, 2008





Option
      Awards
                    
                    Stock
      AwardsName
                    
                    Number
      of
                        Securities
                        Underlying
                        Unexercised
                        Options
                        (#)
                        Exercisable
                    
                    
                    Number
      of
                        Securities
                        Underlying
                        Unexercised
                        Options
                        (#)
                        Unexercisable
                    
                    
                    Option
                        Exercise
      Price
                        ($)
                    
                    Option
                        Expiration
                        Date
                    
                    Number
      of
                        Shares
      or
                        Units
      of
                        Stock
      That
                        Have
      Not
                        Vested
                        (#)
                    
                    
                    Market
                        Value
      of
                        Shares
      or
                        Units
      ofStock That
                        Have
      Not
                        Vested($)(7)Eric
      D. Stonestrom
                    
                    
                    66,667
                    
                    
                    
                    0
                    
                    
                    $
                    3.60
                    
                    10/05/2009
                    
                    
                    20,400
                    (8)
                    
                    
                    1,836100,000
                    
                    
                    
                    0
                    
                    
                    $
                    6.00
                    
                    11/01/2010150,000
                    
                    
                    
                    0
                    
                    
                    $
                    4.38
                    
                    02/07/2011167,167
                    
                    
                    
                    0
                    
                    
                    $
                    1.83
                    
                    11/07/201145,833
                    
                    
                    
                    0
                    
                    
                    $
                    0.45
                    
                    09/25/201245,000
                    
                    
                    
                    0
                    
                    
                    $
                    5.08
                    
                    05/24/201458,750
                    
                    
                    
                    1,250
                    (1)
                    
                    $
                    4.12
                    
                    01/28/201543,750
                    
                    
                    
                    16,250
                    (2)
                    
                    $
                    6.15
                    
                    01/27/201626,250
                    
                    
                    
                    33,750
                    (3)
                    
                    $
                    4.28
                    
                    03/02/20170
                    
                    
                    
                    350,000
                    (4)
                    
                    $
                    1.20
                    
                    03/03/20180
                    
                    
                    
                    60,000
                    (5)
                    
                    $
                    0.50
                    
                    08/08/2018David
      Brant
                    
                    
                    3,333
                    
                    
                    
                    0
                    
                    
                    $
                    3.60
                    
                    10/05/2009
                    
                    
                    8,425
                    (8)
                    
                    
                    75815,000
                    
                    
                    
                    0
                    
                    
                    $
                    15.00
                    
                    07/10/201075,000
                    
                    
                    
                    0
                    
                    
                    $
                    4.38
                    
                    02/07/201135,000
                    
                    
                    
                    0
                    
                    
                    $
                    1.83
                    
                    11/07/201150,000
                    
                    
                    
                    0
                    
                    
                    $
                    0.45
                    
                    09/25/201225,000
                    
                    
                    
                    0
                    
                    
                    $
                    5.08
                    
                    05/24/201424,479
                    
                    
                    
                    521
                    (1)
                    
                    $
                    4.12
                    
                    01/28/201539,583
                    
                    
                    
                    10,417
                    (6)
                    
                    $
                    4.94
                    
                    10/28/201514,583
                    
                    
                    
                    5,417
                    (2)
                    
                    $
                    6.15
                    
                    01/27/201626,250
                    
                    
                    
                    33,750
                    (3)
                    
                    $
                    4.28
                    
                    03/02/20170
                    
                    
                    
                    150,000
                    (4)
                    
                    $
                    1.20
                    
                    03/03/20180
                    
                    
                    
                    30,000
                    (5)
                    
                    $
                    0.50
                    
                    08/08/2018Padraig
      Byrne
                    
                    
                    0
                    
                    
                    
                    250,000
                    (4)
                    
                    $
                    1.20
                    
                    03/03/20180
                    
                    
                    
                    30,000
                    (5)
                    
                    $
                    0.50
                    
                    08/08/2018





(1)
            Option granted January 28, 2005.
      The remaining options will vest ratably each month until fully vested on
      January 28, 2009.


(2)
            Option granted January 27, 2006.
      25 percent of the grant vested on January 27, 2007. The remaining options
      will vest ratably each month until fully vested on January 27,
      2010.


(3)
            Option granted March 2, 2007. 25
      percent of the grant vested on March 2, 2008. The remaining options will
      vest ratably each month until fully vested on March 2,
      2011.


6





(4)
            Option
      granted March 3, 2008.  25 percent of the grant will vest on
      March 3, 2009.  The remaining options will vest ratably each
      month until fully vested on March 3,
2012.


(5)
            Option
      granted August 8, 2008.  25 percent of the grant will vest on
      August 8, 2009.  The remaining options will vest ratably each
      month until fully vested on August 8,
2012.


(6)
            Option granted October 28, 2005.
      The remaining options will vest ratably each month until fully vested on
      October 28, 2009.


(7)
            The
      closing price of Airspan Common Stock at December 31, 2008 was $0.09 per
      share.


(8)
            Stock
      awards vest over time through February 1,
2011.





Potential
Payments Upon Termination Or Change Of Control





The
following table sets forth the payments, under agreements as in effect at April
30, 2009, that would have been made had a termination without cause occurred as
of December 31, 2008:




Name
                
                Amount Paid on the Company Terminating
                  the Employment Contract without Cause(4)Eric
      D. Stonestrom(1)
                
                $380,000
      (equivalent to 12 months’ base salary)David
      Brant(2)
                
                $274,000
      (equivalent to 12 months’ base salary)Padraig
      Byrne (3)
                
                $107,500
      (equivalent to 6 months’ base
salary)





(1)
            On involuntary termination of Mr.
      Stonestrom’s contract he is entitled to receive severance of 12 months’
      base salary or $380,000.


(2)
            Under Mr. Brant’s current
      employment agreement, which became effective January 1, 2007, in the
      event of termination of Mr. Brant other than for “cause” (as defined in
      his employment agreement) or if he terminates his employment with “good
      reason” (as defined in his employment agreement), Mr. Brant would be
      entitled to severance equal to 12 months’ base salary as of the
      termination date or $274,000assuming a December 31, 2008
      termination date, payable bi-weekly. If Mr. Brant is terminated within one
      year of the effective date of a “change of control” (as defined in his
      employment agreement) or voluntarily terminates his employment because of
      a required relocation or a material change in his responsibilities, Mr.
      Brant would be entitled to receive severance of 12 months’ total cash
      compensation that would otherwise have been payable, including all
      bonuses. Assuming termination based on a change of control at December 31,
      2008, Mr. Brant would have been entitled to compensation of $333,725
      (excluding relocation benefits, if any) (equivalent to 12 months’ base
      salary, plus bonuses and benefits), payable
    bi-weekly.


(3)
            On termination without cause, Mr.
      Byrne would be entitled to severance equal to six months’ base salary or
      $107,500.


(4)
            The termination payment
      arrangements for the Named Executive Officers were individually negotiated
      with each Named Executive Officer at different time periods. The Company
      does not have a policy or set parameters for such arrangements and does
      not believe that such arrangements materially affected the other
      compensation elements for the Named Executive
    Officers.





Upon the
occurrence of a “change of control”, as defined in the Company’s stock option
agreements under its 2004 Omnibus Equity Compensation Plan, the following
provisions apply to option awards:





Upon the
occurrence of a “change of control” (as defined below), if the Company or any
successor, assign, or purchaser thereof does not either: (A) continue the
option (as adjusted, if necessary, to retain its pre-“change of control”
economic value and aggregate “spread” between the option shares’ fair market
value and exercise price) or (B) grant a new option of at least equivalent
economic value, aggregate “spread,” and other terms and conditions as the
pre-“change of control” option, then an additional 50 percent of any remaining
unvested options will automatically vest. All such vested options may be
exercised (together with any other previously or subsequently vested options)
until the later of (i) the date related to termination of the employee, or
(ii) one year from such “change of control,” but in no event longer than
ten years from the original date of grant. In the case of certain options
granted to Mr. Stonestrom and Mr. Brant, if they are employed by the Company or
any subsidiary or affiliate of the Company immediately prior to a “change of
control,” they will be automatically vested in 100 percent of any such remaining
unvested options.





A “change
of control” as defined in the stock option agreements means the
following:


7





·
            Any person becomes the beneficial
      owner of shares having 50 percent or more of the total number of votes
      that may be cast for the election of directors of the Company;
      or





·
            As a result of, or in connection
      with, any tender or exchange offer, merger or other business combination,
      sale of assets or contested election, or any combination of the foregoing
      (a “Transaction”), the persons who were directors of the Company before
      the Transaction shall cease to constitute a majority of the Board of
      Directors of the Company or any successor to the Company or its assets;
      or





·
            If at any time (i) the
      Company shall consolidate with, or merge with, any other person and the
      Company shall not be the continuing or surviving corporation,
      (ii) any person shall consolidate with, or merge with, the Company
      and the Company shall be the continuing or surviving corporation and in
      connection therewith, all or part of the outstanding stock shall be
      changed into or exchanged for stock or other securities of any other
      person or cash or any other property, (iii) the Company shall be a
      party to a statutory share exchange with any other person after which the
      Company is a subsidiary of any other person, or (iv) the Company
      shall sell or otherwise transfer 50 percent or more of the assets or
      earnings power of the Company and its subsidiaries (taken as a whole) to
      any person or persons.





Other
Potential Post-Employment Payments





Under our
option plans, the option holder has 90 days to exercise vested options from the
date employment ends, other than for death or disability. In the event of death,
the option holder’s estate may exercise the option upon the holder’s death for a
period of one year. Similarly, the option holder may exercise the option upon
termination due to disability for a period of one year. Assuming termination as
of December 31, 2008, our Named Executive Officers would have been eligible
to exercise the following amounts of vested options for the periods described
above: Mr. Stonestrom, 703,417; Mr. Brant, 308,229; and Mr. Byrne,
0.





Pension
Benefits





For its
European-based Named Executive Officers, the Company contributes to a defined
contribution pension plan an amount equivalent to 7.5 percent of base
salary.





DIRECTOR
COMPENSATION





Director
Compensation for the Fiscal Year Ended December 31, 2008





Name
                
                Fees
                  Earned
                  or Paid in
                  Cash
                  ($)
                
                Stock
                  Awards
                  ($)
                
                Option
                  Awards(2)
                  (3)($)
                
                Non-Equity
                  Incentive Plan
                  Compensation
                  ($)
                
                Nonqualified
                  Deferred
                  Compensation
                  Earnings
                  ($)
                
                All Other
                  Compensation
                  ($)
                
                Total
                  ($)Julianne M.
      Biagini
                
                
                28,500
                
                —
                
                
                26,180
                
                —
                
                
                —
                
                —
                
                
                54,680Bandel L.
      Carano(1)
                
                
                16,000
                
                —
                
                
                34,538
                
                —
                
                
                —
                
                —
                
                
                50,538Matthew J.
      Desch
                
                
                16,500
                
                —
                
                
                44,454
                
                —
                
                
                —
                
                —
                
                
                60,954Michael T.
      Flynn
                
                
                26,000
                
                —
                
                
                23,924
                
                —
                
                
                —
                
                —
                
                
                49,924Frederick R. Fromm
                
                
                16,500
                
                —
                
                
                26,180
                
                —
                
                
                —
                
                —
                
                
                42,680Guillermo
      Heredia
                
                
                15,000
                
                —
                
                
                23,924
                
                —
                
                
                —
                
                —
                
                
                38,924Thomas S.
      Huseby
                
                
                19,000
                
                —
                
                
                23,924
                
                —
                
                
                —
                
                —
                
                
                42,924David A.
      Twyver
                
                
                26,000
                
                —
                
                
                23,924
                
                —
                
                
                —
                
                —
                
                
                49,924





(1)
            Mr. Carano has advised the
      Company that his options and Board of Directors compensation are paid to
      him on behalf of Oak Investment Partners, of which he is a General
      Partner.




8




(2)
            “Option Awards” represent the
      dollar amount recognized as an expense with respect to option awards on
      the Company’s financial statements for the 2008 fiscal year in accordance
      with SFAS No. 123(R), disregarding, however, the estimate of forfeitures
      related to service-based vesting conditions included in such financial
      statements and required by SFAS No. 123(R).  No amounts of
      option awards were forfeited by the directors for 2008. Option expense is
      charged to earnings over the relevant period of vesting service. See Note
      12 to the Company’s audited Consolidated Financial Statements contained in
      the Company’s Annual Report on Form 10-K for the fiscal year ended
      December 31, 2008, filed with the SEC on March 31, 2009, for a
      discussion of the methodology used and the assumptions made in the
      valuation of the options.


(3)
            As of December 31, 2008, the
      aggregate number of option awards outstanding for our directors are: Ms.
      Biagini, 85,000; Mr. Carano, 85,000; Mr. Desch, 477,500; Mr. Flynn,
      160,000; Mr. Fromm, 85,000; Mr. Heredia, 133,125; Mr. Huseby, 175,000; and
      Mr. Twyver, 175,000.





Each of
the Company’s non-employee directors receives an annual retainer of $15,000,
payable in quarterly installments, to attend in person the four regular meetings
of the Board of Directors during the year. To the extent that any of the
non-employee directors miss more than one of these regular meetings, such
director will forfeit $3,750 per meeting missed. For special meetings of the
Board of Directors, each non-employee director receives $1,000 for attending any
such meeting telephonically.





During
fiscal 2008, the Company granted options to purchase 50,000 shares of the
Company’s Common Stock to each of the non-employee directors.





The
Chairman of the Audit Committee of the Board of Directors receives an annual
retainer of $12,500, payable in quarterly installments, and the other members of
the Audit Committee receive an annual retainer of $10,000, payable in quarterly
installments, to attend telephonically the five regular meetings of the Audit
Committee during the year. To the extent that any of the Audit Committee members
miss one of these regular meetings, such director will forfeit $2,500 per
meeting missed. For special meetings of the Audit Committee, each Audit
Committee member receives $500 for attending any such meeting
telephonically.





The
Chairman of the Compensation Committee of the Board of Directors (currently Mr.
Fromm) receives an annual retainer of $2,500, payable in quarterly installments.
Members of the Compensation Committee (currently Mr. Desch, Mr. Fromm and Mr.
Huseby) receive $500 for attending any Compensation Committee meeting
telephonically.





In 2008,
members of the Special Litigation Committee of the Board of Directors (Mr.
Heredia (Chairman) and Mr. Fromm) received $500 for attending any Special
Litigation Committee meeting telephonically.





Non-employee
members of the Special Committee of the Board of Directors receive $500 for
attending any Special Committee meeting telephonically. During 2008, the members
of the Special Committee were Mr. Desch, Mr. Flynn, Mr. Huseby and Mr.
Stonestrom. Mr. Huseby and Mr. Stonestrom resigned from the Special Committee in
early 2009.





Otherwise,
except (i) as described above and (ii) for reimbursement for
reasonable travel expenses relating to attendance at Board of Directors
meetings, directors are not compensated for their services as directors. Members
of the Governance and Nominating Committee of the Board of Directors do not
receive additional compensation for their service on that
committee.





Item
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS





The
following table sets forth, as of April 1, 2009, the number of shares of Common
Stock of the Company which were owned beneficially by (i) each person who
is known by the Company to own beneficially more than five percent of its Common
Stock, (ii) each director, (iii) certain executive officers of the
Company and (iv) all directors and executive officers as a group. Unless
otherwise indicated, each of the shareholders has sole voting and dispositive
power with respect to the shares of Common Stock beneficially owned, subject to
community property laws, where these rules apply.


9





Name of Beneficial Owner
                  
                  Amount and
                    Nature of Beneficial
                    Ownership(1)
                  
                  
                  Percentage
                    of Shares
                    Owned(1)(2)Oak
      Investment Partners(3)
                  
                  
                  21,852,586
                  (4)
                  
                  
                  26.8
                  %Stephens
      Investment Management, LLC(5)
                  
                  
                  5,743,139
                  (6)
                  
                  
                  9.6
                  %T.
      Rowe Price Associates, Inc.(7)
                  
                  
                  3,500,154
                  (8)
                  
                  
                  5.9
                  %Eric D.
      Stonestrom
                  
                  
                  1,471,931
                  (9)
                  
                  
                  2.4
                  %David
      Brant
                  
                  
                  455,526
                  (10)
                  
                  
                  *Padraig
      Byrne
                  
                  
                  79,367
                  (11)
                  
                  
                  *Julianne M.
      Biagini
                  
                  
                  51,875
                  (12)
                  
                  
                  *Bandel L.
      Carano(3)
                  
                  
                  21,719,345
                  (13)
                  
                  
                  26.7
                  %Matthew
      Desch
                  
                  
                  574,871
                  (14)
                  
                  
                  *Michael T.
      Flynn
                  
                  
                  146,875
                  (15)
                  
                  
                  *Frederick R.
      Fromm
                  
                  
                  51,875
                  (16)
                  
                  
                  *Guillermo
      Heredia
                  
                  
                  100,000
                  (17)
                  
                  
                  *Thomas
      Huseby
                  
                  
                  271,875
                  (18)
                  
                  
                  *David A.
      Twyver
                  
                  
                  222,607
                  (19)
                  
                  
                  *All
      directors and executive officers as a group (15 persons)
                  
                  
                  26,211,920
                  (20)
                  
                  
                  30.9
                  %(20)





*
            Indicates less than 1 percent of
      outstanding shares owned.


(1)
            A person is deemed to be the
      beneficial owner of securities that can be acquired by such person within
      60 days from April 1, 2009 upon the exercise of options, warrants and
      convertible securities. Each beneficial owner’s percentage ownership is
      determined by assuming that options, warrants and convertible securities
      that are held by such person (but not those held by any other person) and
      that are exercisable within 60 days from April 1, 2009 have been
      exercised.


(2)
            Applicable percentage ownership
      is based on 59,814,232 shares of Common Stock outstanding as of April 1,
      2009. With regard to Oak Investment Partners and Bandel L. Carano,
      applicable share ownership is based on 81,496,963 shares of Common Stock,
      which includes the 200,069 shares of Series B Preferred Stock that
      are immediately convertible into 21,630,856 shares of Common Stock by Oak
      Investment Partners XI, LP and 51,875 shares of Common Stock issuable upon
      exercise of stock options held by Mr. Carano that are exercisable within
      60 days from April 1, 2009.


(3)
            The address of the entities
      affiliated with Oak Investment Partners is c/o Oak Management Corporation,
      One Gorham Island, Westport, CT 06880. Bandel L. Carano is a director
      of the Company and is a General Partner of Oak Investment Partners VIII,
      LP, Oak VIII Affiliates Fund, LP and Oak Investment Partners XI, LP
      (collectively, “Oak”). Mr. Carano has shared power to vote and dispose of
      the shares held by Oak. The names of the parties who share power to vote
      and dispose of the shares held by Oak, with Mr. Carano, are
      Fredric W. Harman, Ann H. Lamont, Edward F. Glassmeyer and
      Gerald R. Gallagher, all of whom are managing members of Oak
      Associates XI, LLC, the General Partner of Oak Investment Partners XI, LP
      and Oak VIII Affiliates Fund, LP. Mr. Carano, Mr. Harman, Ms. Lamont, Mr.
      Glassmeyer and Mr. Gallagher each disclaim beneficial ownership of the
      shares held by Oak, except to the extent of their respective pecuniary
      interest therein.


(4)
            Share ownership includes
      (i) 21,630,856 shares of Common Stock issuable on the conversion of
      the Company’s Series B Preferred Stock owned by Oak Investment
      Partners XI, LP, (ii) 35,918 shares of Common Stock owned by Oak
      Investment Partners VIII, LP, (iii) 696 shares of Common Stock owned
      by Oak VIII Affiliates Fund, LP, (iv) 30,000 shares of Common Stock
      owned by Mr. Glassmeyer, (v) 88,241 shares of Common Stock owned by
      Mr. Harmon, (vi) 15,000 shares of Common Stock owned by Ms. Lamont
      and (vii) 51,875 shares of Common Stock issuable upon exercise of stock
      options held by Mr. Carano that are exercisable within 60 days from April
      1, 2009.


(5)
            The address of Stephens
      Investment Management, LLC is One Ferry Building, Suite 255, San
      Francisco, CA 94111.


10


(6)
            Share
      ownership is as of December 31, 2008, as set forth in a
      Schedule 13G/A filed with the SEC on February 13, 2009.
      According to that filing, Stephens Investment Management, LLC, on behalf
      of itself and Paul H. Stephens, P. Bartlett Stephens and W.
      Bradford Stephens, is deemed to be the beneficial owner of 5,743,139
      shares of the Company’s Common Stock. Each of Paul H.
      Stephens, P. Bartlett Stephens and W. Bradford Stephens has shared
      voting power and shared dispositive power as to 5,743,139
      shares.(7)
            The
      address of T. Rowe Price Associates, Inc. (“Price”) is 100 E.
      Pratt Street, Baltimore, Maryland 21202.(8)
            Share
      ownership is as of December 31, 2008, as set forth in a
      Schedule 13G/A filed with the SEC on February 11, 2009.
      According to that filing, Price, on behalf of itself and T. Rowe Price New
      Horizons Fund, Inc. (“Horizons”), is deemed to be the beneficial owner of
      3,500,154 shares of the Company’s Common Stock. Price has sole voting
      power as to 450,154 and sole dispositive power as to 3,500,154 shares and
      Horizons has sole voting power as to 3,000,000 shares.(9)
            Includes
      (i) 819,250 shares of Common Stock issuable on exercise of stock
      options that are exercisable within 60 days from April 1, 2009, (ii)
      43,200 restricted shares of Common Stock and (iii) 39,980 shares
      of Common Stock acquired under the Company’s 401(k)
  plan.(10)
            Includes
      (i) 366,042 shares of Common Stock issuable on exercise of stock
      options that are exercisable within 60 days from April 1, 2009 and (ii)
      15,087 restricted shares of Common Stock.(11)
            Includes
      72,917 shares of Common Stock issuable on exercise of stock options that
      are exercisable within 60 days from April 1, 2009.(12)
            Includes
      51,875 shares of Common Stock issuable on exercise of stock options that
      are exercisable within 60 days from April 1, 2009.(13)
            Consists
      of the shares held by Oak described in footnote 4 and 51,875 shares of
      Common Stock issuable on exercise of stock options held by Mr. Carano that
      are exercisable within 60 days from April 1, 2009. Mr. Carano is a
      Managing Member of the General Partner of each of the funds affiliated
      with Oak that holds shares described in footnote 4. As such,
      Mr. Carano may be deemed to share voting and dispositive power with
      respect to all shares held by Oak. Mr. Carano disclaims beneficial
      ownership of the shares held by Oak, except to the extent of his pecuniary
      interest therein.(14)
            Includes
      442,500 shares of Common Stock issuable on exercise of stock options that
      are exercisable within 60 days from April 1, 2009.(15)
            Includes
      126,875 shares of Common Stock issuable on exercise of stock options that
      are exercisable within 60 days from April 1, 2009.(16)
            Includes
      51,875 shares of Common Stock issuable on exercise of stock options that
      are exercisable within 60 days from April 1, 2009.(17)
            Includes
      100,000 shares of Common Stock issuable on exercise of stock options that
      are exercisable within 60 days from April 1, 2009.(18)
            Includes
      141,875 shares of Common Stock issuable on exercise of stock options that
      are exercisable within 60 days from April 1, 2009. Also includes 80,000
      shares of Common Stock issuable on exercise of stock options held by Sea
      Point Ventures I, LLC, of which Mr. Huseby is a General Partner, that are
      exercisable within 60 days from April 1, 2009. Mr. Huseby disclaims
      beneficial ownership in such shares, except to the extent of his pecuniary
      interest therein.(19)
            Includes
      141,875 shares of Common Stock issuable on exercise of stock options that
      are exercisable within 60 days from April 1, 2009.(20)
            Includes
      the shares held by Oak described in footnote 4. Excluding the shares held
      by Oak, all directors and executive officers as a group hold 4,544,450
      shares, accounting for 7.2 percent.





Securities
Authorized for Issuance Under Equity Compensation Plans as of December 31,
2008





Certain
information concerning the securities authorized for issuance under our equity
compensation plans as of December 31, 2008 is contained in the section entitled
“Securities Authorized for Issuance Under Equity Compensation Plans as of
December 31, 2008” in Item 12 of Part III of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2008, filed with the SEC on
March 31, 2009.




11


Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE




Policies
and Procedures Regarding Transactions with Related Persons





Based on
our size and industry, we may from time to time engage in transactions and
business arrangements with companies and other organizations in which one of the
members of our Board of Directors, executive officers or their respective
immediate family members also may be a board member, executive officer or
significant investor, or in which such person has a direct or indirect material
interest. We recognize that related person transactions have the potential to
create perceived or actual conflicts of interest and could create the appearance
that decisions are based on considerations other than the best interests of the
Company and its shareholders. Accordingly, as a general matter, it is our
preference to avoid related person transactions. However, there are situations
where related person transactions are either in, or not inconsistent with, our
best interests and the best interests of our shareholders.





The Board
of Directors of the Company has adopted a Policy and Procedures Regarding
Transactions with Related Persons. This policy delegates to the Audit Committee
of the Board of Directors responsibility for reviewing, approving or ratifying
transactions with “related persons” that are of the type that are required to be
disclosed under the rules of the SEC. Under the policy, a “related person”
includes any of the directors or executive officers of the Company, certain
stockholders and their immediate family members. The policy applies to
transactions where the Company is a participant, a related person will have a
direct or indirect material interest and the amount involved exceeds $20,000.
Under the policy, management of the Company is responsible for disclosing to the
Audit Committee all material information related to any covered transaction in
order to give the Audit Committee an opportunity to authorize, approve or ratify
the covered transaction based upon its determination that the covered
transaction is fair and reasonable and on terms no less favorable to the Company
than could be obtained in a comparable arm’s length transaction with an
unrelated third party.





Loans
to Related Parties





In
connection with the purchase of 1.5 million shares of the Company’s Common Stock
(the “Purchased Shares”), on April 27, 1999, Mr. Stonestrom, the Company’s
President and Chief Executive Officer and a director of the Company, incurred
$130,000 of indebtedness to the Company. On July 16, 2004, Mr. Stonestrom
repaid $43,333 of such indebtedness to the Company and, accordingly, the
aggregate outstanding amount of such indebtedness as of the date of this report
is $86,667. The indebtedness is evidenced by a promissory note which is payable
upon the earlier of Mr. Stonestrom’s termination or bankruptcy or various events
constituting a change of control of the Company or a majority of its assets. No
interest is due under the note unless Mr. Stonestrom enters into various
insolvency related proceedings, which proceedings trigger an obligation to pay
interest at the highest rate allowed by the State of Delaware. As security for
the note, Mr. Stonestrom has granted the Company a first priority security lien
in (i) the Purchased Shares, (ii) all securities of the Company
subsequently acquired by Mr. Stonestrom, and (iii) all proceeds from the
sale of the Purchased Shares.





Director
Independence




In 2008,
the Board of Directors of the Company determined that Ms. Biagini and Messrs.
Desch, Flynn, Fromm, Heredia, Huseby and Twyver met the definition of
“independent director” under the then applicable NASDAQ Stock Market listing
standards.





Mr. Thomas Huseby, one of the members
of the Company’s Board of Directors and a member of its Compensation and
Governance and Nominating Committees, has been the Managing Partner of SeaPoint,
a venture capital firm focused on communications and internet infrastructure,
since August 1997, and has had a business relationship with Oak Investment
Partners since that time.  Oak Investment Partners is an investor in
both SeaPoint Fund I and in SeaPoint Fund II and, on several occasions,
investment funds managed by SeaPoint have participated in placements of
securities in which Oak Investment Partners has also
invested.  SeaPoint has also received approximately $110,000 in
investment fees from Oak Investment Partners annually on funds that Oak
Investment Partners has invested through SeaPoint.  Mr. Huseby
has also from time to time personally invested in Oak Investment Partners
funds.  In addition, Mr. Huseby serves as a part-time Venture
Partner to Oak Investment Partners providing consulting services to Oak
Investment Partners with respect to the evaluation and management of investments
in wireless and communications technologies.  Mr. Huseby has
received monthly compensation totaling approximately $900,000 in the aggregate
in the three years ended December 31, 2008.  Aside from the
arrangements described in this paragraph, Mr. Huseby has informed the Company
that he does not have, and has not had in the three years ended
December 31, 2008, any other contracts, agreements, arrangements,
transactions or relationships with Oak Investment Partners.




12




Item
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES




Independent
Registered Public Accounting Firms Fees




Aggregate
fees billed to the Company for the fiscal years ended December 31, 2008 and
December 31, 2007 by the Company’s independent registered public accounting
firm, Grant Thornton LLP (“Grant Thornton”), were as follows:




Type
      of Fees
                
                2008
                
                
                2007Audit
      Fees(1)
                
                $
                661,760
                
                
                $
                927,168Audit-Related
      Fees
                
                
                —
                
                
                
                —Tax
      Fees(2)
                
                
                76,976
                
                
                
                124,205All
      Other Fees
                
                
                —
                
                
                
                —Total
                
                $
                738,736
                
                
                $
                1,051,373




(1)
            Represents
      the aggregate fees billed to the Company by Grant Thornton during the
      applicable fiscal year for professional services rendered for the audit of
      the Company’s annual consolidated financial statements, the reviews of the
      financial statements included in the Company’s Quarterly Reports on
      Form 10-Q, the audit of the Company’s internal controls for the
      fiscal year ended December 31, 2007 and services, such as comfort letters
      and consents, normally provided by Grant Thornton in connection with
      statutory or regulatory filings or engagements by the Company during such
      fiscal year.(2)
            Represents
      the aggregate fees billed to the Company by Grant Thornton for
      professional services relating to tax compliance, tax advice and tax
      planning.




Audit
Committee Pre-Approval Policy





The Board
of Directors and the Audit Committee of the Board of Directors have established
a pre-approval policy for all audit and non-audit services. For audit services,
the independent registered public accounting firm must provide the Audit
Committee with an engagement letter outlining the scope of the audit services
proposed to be performed during the fiscal year. After acceptance of the
engagement letter, the independent registered public accounting firm will submit
to the Audit Committee, for approval, an audit services fee
proposal.





With
respect to non-audit services, the Company’s management will submit to the Audit
Committee, for approval, the list of non-audit services that it recommends the
Audit Committee engage the independent registered public accounting firm to
provide for the fiscal year. Company management and the independent registered
public accounting firm will each confirm to the Audit Committee that each
non-audit service on the list is permissible under all applicable legal
requirements. In addition to the list of planned non-audit services, a budget
estimating non-audit service spending for the fiscal year will be provided. The
Audit Committee will approve both the list of permissible non-audit services and
the budget for such services. The Audit Committee will be informed routinely as
to the non-audit services actually provided by the independent registered public
accounting firm pursuant to the Company’s pre-approval process.





To ensure
the prompt handling of unexpected matters, the Audit Committee has delegated the
authority to amend or modify the list of approved permissible non-audit services
and fees to the Chairman of the Audit Committee, who will report action taken to
the Audit Committee at the next Audit Committee meeting. The independent
registered public accounting firm must ensure that all audit and material
non-audit services provided to the Company have been approved by the Audit
Committee. The Chief Financial Officer of the Company will be responsible for
tracking all independent registered public accounting firm fees against the
budget for such services and report at least annually to the Audit
Committee.




All of
the audit services, and substantially all of the tax services provided by Grant
Thornton during the fiscal years ended December 31, 2008 and December 31,
2007 were approved by the Audit Committee.


13




PART
IV.





Item 15.  EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES





(a) (3) The
documents required to be filed or furnished as exhibits to this Form 10-K/A
are listed below:





Exhibit
                Number
            
            Description
      of Exhibit31.1
            
            Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002*31.2
            
            Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002*32.1
            
            Certification
      of the Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002**32.2
            
            Certification
      of the Chief Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002**____________________*
            
            Filed
      herewith**
            
            Furnished
      herewith




14


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.




Airspan
      Networks Inc.By:
              /s/ David BrantDavid
      BrantChief
      Financial Officer and Senior Vice President,
                Finance




Date:  April
30, 2009





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, in the
capacities and on the dates indicated.




Signature
            
            Title
            
            Dated/s/
      *Eric
      D. Stonestrom
            
            President,
      Chief Executive Officer and Director
              (Principal
      Executive Officer)
            
            April
      30, 2009/s/
      David BrantDavid
      Brant
            
            Chief
      Financial Officer and Senior Vice President, Finance
              (Principal
      Financial and Accounting Officer)
            
            April
      30, 2009/s/
      *Matthew
      J. Desch
            
            Chairman
      of the Board of Directors
            
            April
      30, 2009/s/
      *Julianne
      Biagini
            
            Director
            
            April
      30, 2009/s/
      *Bandel
      Carano
            
            Director
            
            April
      30, 2009/s/
      *Frederick
      Fromm
            
            Director
            
            April
      30, 2009/s/
      *Michael
      T. Flynn
            
            Director
            
            April
      30, 2009/s/
      *Guillermo
      Heredia
            
            Director
            
            April
      30, 2009/s/
      *Thomas
      S. Huseby
            
            Director
            
            April
      30, 2009/s/
      *David
      Twyver
            
            Director
            
            April
      30, 2009





*By:
            /s/ David BrantDavid
      BrantAttorney-In-Fact





Exhibit
Index




Exhibit
      Number
            
            Description
      of Exhibit31.1
            
            Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002*31.2
            
            Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002*32.1
            
            Certification
      of the Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002**32.2
            
            Certification
      of the Chief Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002**____________________*
            
            Filed
      herewith**
            
            Furnished
      herewith