X0303 4 2009-11-24 0 0000878828 WIRELESS TELECOM GROUP INC WTT 0001263706 GENOVA PAUL S C/O WIRELESS TELECOM GROUP INC 25 EASTMANS ROAD PARISPPANY NJ 07054 1 1 0 0 President, CFO and CEO Stock Option .7749 2009-11-24 4 A 0 500000 0 A Common Stock 500000 500000 D See Remarks The options will expire on the earlier of: (a) the date on which the Reporting Person voluntarily terminates his employment with the Issuer (other than as a result of the Reporting Person's death), if the Reporting Person has not yet exercised his right to exercise the option as vested within the five (5) days prior to such termination of employment; or (b) thirty (30) days after the Reporting Person's employment with the Issuer is involuntarily terminated (other than as a result of his death), if the Reporting Person has not yet exercised his right to exercise the option as vested at that time; or (c) the date one (1) year after the death of the Reporting Person; or (d) November 24, 2019. The options will fully vest and become exercisable upon the earlier to occur of: (a) the date on which the Board of Directors (the "Board") of the Issuer shall have determined that both of the following shall have occurred in any one fiscal year: (1) the Issuer's consolidated operating income for such fiscal year shall have exceeded $3,953,361 and (2) the Issuer's consolidated net sales for such fiscal year shall have exceeded $65,092,357; or (b) the date on which a "Change-of-Control" (as defined in the Stock Option Agreement dated April 11, 2008 (the "Option Agreement")) of the Issuer is consummated, provided that all consideration in exchange therefor to which the Reporting Person may become entitled as a result of such Change-of-Control of the Issuer shall not be delivered to the Reporting Person until the earlier of (i) the date on which the Reporting Person's employment with the Issuer is "Involuntarily Terminated" (as defined in the Option Agreement) following the consummation of such Change-of-Control or (ii) the date that is six months following the date on which such Change-of-Control is consummated. /s/ Paul Genova 2009-11-25