Regional President, Asia Pacific Employment Agreement - Henrik Smith-petersen

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February 8th, 2001 Henrik Smith Petersen Airspan Networks Inc.


Dear Henrik,


This letter confirms the recent change to your employment status. Effective January 31st, you have been promoted to the Executive Level Team, the group of company executives most responsible for the corporation's performance and direction. Congratulations on this appointment.


In addition, I confirm your appointment as Regional President -- Asia Pacific, in recognition of the major contribution you have made in developing the region from a standstill in 1998 to the position where Airspan is the market leader. You should be truly proud of this accomplishment.


Commensurate with this change in your status, we are extending the basic compensation package as follows:


1) a new grant of 175,000 shares, priced at the close of market on February
7th ($4.375) has been ratified by the Board of Directors. These shares will
vest under the conditions of the 1998 Airspan Employees Stock Option
program and the effective date of grant is February 7th, 2001.


2) effective immediately, the institution of a 9 months base pay severance
(taxes are your responsibility) in the unlikely event of a company
initiated termination without cause. You will also be entitled to receive
commissions on the Asia business on the books at the time of your departure
for the following nine months.


3) An upwards adjustment to your base salary of 15,000 Sterling, to 135,000
Sterling per annum, to be adopted in the annual performance review and
salary adjustment to take effect April 1st, 2001.


4) A modification to the Airspan Sales Bonus program, as follows:


- basic payout on a quarterly basis as per the plan used in 2000 for the
sales activity in the region.
- The year 2001 quota for the regio ...