0001193125-05-227997 Sample Contracts

POWERWAVE TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENT UNDER
Restricted Stock Award Agreement • November 17th, 2005 • Powerwave Technologies Inc • Radio & tv broadcasting & communications equipment • California

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of , 200 by and between (hereinafter referred to as “Purchaser”) and Powerwave Technologies, Inc., a Delaware corporation (hereinafter referred to as the “Company”), pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

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POWERWAVE TECHNOLOGIES, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER
Restricted Stock Unit Award Agreement • November 17th, 2005 • Powerwave Technologies Inc • Radio & tv broadcasting & communications equipment • California

Powerwave Technologies, Inc. (the “Company”) has on the Award Date specified above granted to (“Grantee”) an award (the “Award”) to receive that number of restricted stock units (the “Restricted Stock Units”) indicated above in the box labeled “Number of Units,” each Restricted Stock Unit representing the right to receive one share of the Company’s Common Stock, $.0001 par value per share (the “Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Award and the Powerwave Technologies, Inc. 2005 Stock Incentive Plan (the “Plan”). Any terms not defined herein shall have the meaning set forth in the Plan.

POWERWAVE TECHNOLOGIES, INC. STOCK OPTION AGREEMENT UNDER
Stock Option Agreement • November 17th, 2005 • Powerwave Technologies Inc • Radio & tv broadcasting & communications equipment • California

This Stock Option Agreement (the “Agreement”) is entered into as of , , by and between POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (“Company”), and (“Optionee”) pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the meaning ascribed to it in the Plan.

POWERWAVE TECHNOLOGIES, INC. STOCK APPRECIATION RIGHTS AWARD AGREEMENT UNDER
Stock Appreciation Rights Award Agreement • November 17th, 2005 • Powerwave Technologies Inc • Radio & tv broadcasting & communications equipment • California

THIS STOCK APPRECIATION RIGHTS AWARD AGREEMENT (the “Agreement”) is entered into as of , 2005 (the “Grant Date”), by Powerwave Technologies, Inc., a Delaware corporation (the “Company”), and (the “Grantee”) pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

POWERWAVE TECHNOLOGIES, INC. STOCK AWARD AGREEMENT UNDER
Stock Award Agreement • November 17th, 2005 • Powerwave Technologies Inc • Radio & tv broadcasting & communications equipment • California

THIS STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of , 200 by and between (hereinafter referred to as “Grantee”) and Powerwave Technologies, Inc., a Delaware corporation (hereinafter referred to as the “Company”), pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

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