GLENAYRE TECHNOLOGIES INC, S-8, 1996-05-28

GLENAYRE TECHNOLOGIES INC
S-8, 1996-05-28
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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As filed with the Securities and Exchange Commission on May 28, 1996
Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________

FORM S-8
_____________

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
___________________

GLENAYRE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 98-0085742
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

5935 Carnegie Boulevard, Charlotte, North Carolina 28209
(Address of Principal Executive Offices) (Zip Code)

GLENAYRE 1996 INCENTIVE STOCK PLAN
(Full title of the Plans)

Stanley Ciepcielinski
Executive Vice President
5935 Carnegie Boulevard
Charlotte, North Carolina 28209
(Name and address of agent for service)

(704) 553-0038
(Telephone number, including area code, of agent for service)

With copies to:
A. Zachary Smith III
Kennedy Covington Lobdell & Hickman, L.L.P.
NationsBank Corporate Center, Suite 4200
100 North Tryon Street
Charlotte, North Carolina 28202-4006

____________________________

CALCULATION OF REGISTRATION FEE

Title Amount Proposed maximum Proposed maximum Amount of
of securities to be to be offering price aggregate registration
registered registered per share* offering price* fee

<S> <C> <C> <C> <C>
Common Stock, $.02 par value 2,200,000 shares $49.375 $108,625,000 $37,457

</TABLE>

* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) on the basis of $49.375 per share,
the average of the high and low prices for the Common Stock on May 24,
1996 as reported on the NASDAQ Stock Market.

<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this registration statement in accordance with the Note to Part I of
Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents heretofore filed by Glenayre Technologies,
Inc. (the "Company") with the Securities and Exchange Commission,
Commission file number 0-15761, are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;

(b) (i) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;

(ii) The Company's Current Report on Form 8-K dated March 11, 1996.

(c) The description of the Company's Common Stock contained in the
Company's Registration Statement filed pursuant to Section 12
of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.

All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such reports and documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Certain legal matters in connection with the issuance of the Common
Stock being offered hereby are being passed upon for the Company by
Kennedy Covington Lobdell & Hickman, L.L.P., NationsBank Corporate
Center, Suite 4200, 100 North Tryon Street, Charlotte, North Carolina
28202. At May 22, 1996, partners and associates of Kennedy Covington
Lobdell & Hickman, L.L.P. and their spouses and minor children owned
beneficially an aggregate of 1,300 shares of the Common Stock of the
Company.

<PAGE>

Item 6. Indemnification of Directors and Officers.

The Delaware General Corporation Law contains provisions
prescribing the extent to which directors and officers shall or may be
indemnified against liabilities which they may incur in their capacities
as such. Under those provisions the availability or requirements of
indemnification or reimbursement of expenses is dependent upon numerous
factors, including whether the action is brought by the corporation or
by outsiders and the extent to which the potential indemnitee is
successful in his defense. The Bylaws of the Company provide for
indemnification of directors to the fullest extent permitted by law.

The statute also permits a corporation to purchase and maintain
insurance on behalf of its directors and officers against liabilities
which they may incur in their capacities as such, whether or not the
corporation would have the power to indemnify them under other
provisions of the statute. The Company has purchased insurance to
provide for indemnification of directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4 Glenayre 1996 Incentive Stock Plan

5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Ernst & Young LLP

23.3 Acknowledgment of Ernst & Young LLP

23.4 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(included in Exhibit 5)

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant

<PAGE>

to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Charlotte, State
of North Carolina, on the 28th day of May, 1996.

GLENAYRE TECHNOLOGIES, INC.

By: s/ Stanley Ciepcielinski
Stanley Ciepcielinski
Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date

s/ Gerald B. Cramer Director and Chairman of the May 28, 1996
Gerald B. Cramer Board

s/ Clarke H. Bailey Director, Vice Chairman and May 28, 1996
Clarke H. Bailey Chairman of the Executive
Committee

s/ John J. Hurley Director and Vice Chairman May 28, 1996
John J. Hurley

s/ Ramon D. Ardizzone Director, President and Chief May 28, 1996
Ramon D. Ardizzone Executive Officer (Principal
Executive Officer)

s/ Barry W. Gray Director May 28, 1996
Barry W. Gray

s/ Thomas C. Israel Director May 28, 1996
Thomas C. Israel

s/ Edward J. Rosenthal Director May 28, 1996
Edward J. Rosenthal

s/ Thomas E. Skidmore Director May 28, 1996
Thomas E. Skidmore

s/ Stanley Ciepcielinski Executive Vice President, Chief May 28, 1996
Stanley Ciepcielinski Financial Officer, Secretary and
Treasurer (Principal Financial
Officer)

s/ Billy C. Layton Vice President, Controller and May 28, 1996
Billy C. Layton Chief Accounting Officer (Prin-
cipal Accounting Officer)

<PAGE>

EXHIBIT INDEX

Exhibit Description

4 Glenayre 1996 Incentive Stock Plan

5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Ernst & Young LLP

23.3 Acknowledgment of Ernst & Young LLP

EXHIBIT 4

Glenayre 1996 Incentive Stock Plan

<PAGE>

Contents

Page

Article 1. Establishment, Purpose and Duration 1

Article 2. Definitions 1

Article 3. Administration 5

Article 4. Shares Subject to the Plan 6

Article 5. Eligibility and Participation 6

Article 6. Stock Options 6

Article 7. Stock Appreciation Rights 8

Article 8. Restricted Stock 10

Article 9. Performance Shares 12

Article 10. Performance Measures 13

Article 11. Beneficiary Designation 13

Article 12. Deferrals 13

Article 13. Rights of Key Persons 13

Article 14. Change in Control 14

Article 15. Awards to Non-Officer Directors 16

Article 16. Amendment, Modification and Termination 17

Article 17. Withholding 18

Article 18. Indemnification 18

Article 19. Successors 18

Article 20. Legal Construction 19

<PAGE>

Glenayre 1996 Incentive Stock Plan

Article 1. Establishment, Purpose and Duration

1.1 Establishment of the Plan. Glenayre Technologies, Inc. hereby
establishes an incentive compensation plan to be known as the "Glenayre
1996 Incentive Stock Plan" as set forth in this document. The Plan
permits the grant of Nonqualified Stock Options, Incentive Stock
Options, Stock Appreciation Rights, Restricted Stock and Performance
Shares.

Subject to approval by the Company's stockholders, the Plan shall
become effective as of May 22, 1996 (the "Effective Date") and shall
remain in effect as provided in Section 1.3 hereof. The Plan shall not
become effective unless stockholder approval is obtained.

1.2 Purpose of the Plan. The purpose of the Plan is to promote the
success and enhance the value of the Company by linking the personal
interests of Participants to those of the Company's stockholders, and by
providing Participants with an incentive for outstanding performance.

The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract and retain the services of Participants
upon whose judgment, interest and special effort the successful conduct
of its operation largely is dependent.

1.3 Duration of the Plan. The Plan shall commence on the Effective
Date, as described in Section 1.1 hereof, and shall remain in effect,
subject to the right of the Board of Directors to amend or terminate the
Plan at any time pursuant to Article 16 hereof, until all Shares subject
to it shall have been purchased or acquired according to the Plan's
provisions. However, in no event may an Award of an ISO be granted
under the Plan after May 21, 2006.

Article 2. Definitions

Whenever used in the Plan, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of
the word is capitalized:

2.1 "Award" means, individually or collectively, a grant
under the Plan of Nonqualified Stock Options, Incentive Stock Options,
Stock Appreciation Rights, Restricted Stock or Performance Shares.

2.2 "Award Agreement" means an agreement entered into by the
Company and each Participant setting forth the terms and provisions
applicable to Awards granted under the Plan.

2.3 "Board" or "Board of Directors" means the Board of
Directors of the Company.

2.4 "Change in Control" of the Company shall have occurred
when any Acquiring Person (other than the Company, any employee benefit
plan of the Company or any person or entity organized, appointed or
established by the Company for or pursuant to

<PAGE>

the terms of any such plan), alone or together with its Affiliates and
Associates, shall become the beneficial owner of 25% or more of the
shares of Common Stock of the Company then outstanding (except pursuant
to an offer for all outstanding shares of the Company's Common Stock at
a price and upon such terms and provisions as a majority of the
Continuing Directors determine to be in the best interests of the
Company and its stockholders other than the Acquiring Person or any
Affiliate or Associate thereof on whose behalf the offer is being made),
and the Continuing Directors no longer constitute a majority of the
Board. For purposes of this definition, the following terms shall have
the following meanings:

(a) "Acquiring Person" means any individual, firm,
corporation or other entity who or which, together with
all Affiliates and Associates, shall be the beneficial
owner of a substantial block of the Company's Common
Stock.

(b) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 as
promulgated under the Exchange Act.

(c) "Continuing Director" means any individual who is a
member of the Board, while such individual is a member of
the Board, who is not an Acquiring Person, or an
Affiliate or Associate of an Acquiring Person, or a
representative or nominee of an Acquiring Person or of
any such Affiliate or Associate, and was a member of the
Board prior to the occurrence of the Change in Control;
or any successor of a Continuing Director, while such
successor is a member of the Board, and who is not an
Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, or a representative or nominee of an
Acquiring Person or of any such Affiliate or Associate,
and is recommended or elected to succeed the Continuing
Director by a majority of the Continuing Directors.

2.5 "Code" means the Internal Revenue Code of 1986, as
amended from time to time. References to the Code shall include the
valid and binding governmental regulations, court decisions and other
regulatory and judicial authority issued or rendered thereunder.

2.6 "Committee" means the Plan Administration Committee of
the Board, as specified in Article 3 herein, appointed by the Board to
administer the Plan.

2.7 "Common Stock" means the $0.02 par value common stock of
the Company.

2.8 "Company" means Glenayre Technologies, Inc., a Delaware
corporation, and any successor as provided in Article 19 herein.

2.9 "Director" means any individual who is a member of the
Board of Directors.

2.10 "Disability," with respect to a Participant, means
"disability" as defined from time to time under any long-term disability
plan of the Company or Subsidiary with which the Participant is
employed.

<PAGE>

2.11 "Earnings Per Share" means "earnings per common share" of
the Company determined in accordance with generally accepted accounting
principles that would be reported in the Company's Annual Report to
Stockholders.

2.12 "Effective Date" shall have the meaning ascribed to such
term in Section 1.1 hereof.

2.13 "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, or any successor act thereto.

2.14 "Fair Market Value," with respect to a share of the
Company's Common Stock at a particular time, shall be that value as
determined by the Committee which shall be (i) if such Common Stock is
listed on a national securities exchange (which includes the NASDAQ
Stock Market), on any given date, (A) the closing price of a share of
Common Stock, as reported on the consolidated transaction reporting
system for such exchange for that date, or if shares of Common Stock
were not traded on such date, on the next preceding day on which shares
of Common Stock were traded, or (B) if the Common Stock is not reported
on the consolidated transaction reporting system for such exchange, the
last price at which the Common Stock shall have been sold regular way on
a national securities exchange on said date, or, if no sales occur on
said date, then on the next preceding date on which there were such
sales of Common Stock; or (ii) if the Common Stock shall not be listed
on a national securities exchange, the mean between the average high bid
and low asked prices last reported by the National Association of
Securities Dealers, Inc. for the over-the-counter market on said date
or, if no bid and asked prices are reported on said date, then on the
next preceding date on which there were such quotations; or (iii) if at
any time quotations for the Common Stock shall not be reported by the
National Association of Securities Dealers, Inc. for the
over-the-counter market and the Common Stock shall not be listed on any
national securities exchange, the fair market value determined by the
Committee on the basis of available prices for such Common Stock or in
such other manner as the Committee may deem reasonable.

2.15 "Freestanding SAR" means an SAR that is granted
independently of any Option.

2.16 "Incentive Stock Option" or "ISO" means an option to
purchase Shares, granted under Article 6 herein, and which is designated
an Incentive Stock Option intended to meet the requirements of Section
422 of the Code.

2.17 "Insider" shall mean an individual who is, on the relevant
date, an officer, director or 10% beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of
the Exchange Act, all as defined under Section 16 of the Exchange Act.

2.18 "Key Person" means an employee or officer of the Company or
a Subsidiary, in a managerial or other position, who can make important
contributions to the Company or a Subsidiary or a key person providing
important services to the Company or a Subsidiary, all as determined by
the Committee in its discretion.

<PAGE>

2.19 "Named Executive Officer" means, for a calendar year, a
Participant who is one of the group of "covered employees" for such
calendar year within the meaning of Code Section 162(m) or any successor
statute.

2.20 "Net Income" means "net income" of the Company determined
in accordance with generally accepted accounting principles that would
be reported in the Company's Annual Report to Stockholders.

2.21 "Net Sales" means the "net sales" of the Company determined
in accordance with generally accepted accounting principles that would
be reported in the Company's Annual Report to Stockholders.

2.22 "Nonqualified Stock Option" or "NQSO" means an option to
purchase Shares granted to Key Persons under Article 6 or to non-officer
Directors under Article 15 which is not intended to meet the
requirements of Code Section 422.

2.23 "Option" means an Incentive Stock Option or a Nonqualified
Stock Option.

2.24 "Option Price" means the price at which a Share may be
purchased by a Participant upon the exercise of an Option.

2.25 "Participant" means a person who has outstanding an Award
granted under the Plan.

2.26 "Performance-Based Exception" means the performance-based
exception set forth in Code Section 162(m)(4)(C) from the deductibility
limitations of Code Section 162(m).

2.27 "Performance Share" means an Award granted to a Participant
pursuant to Article 9 herein.

2.28 "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock is limited in some way (based on
the passage of time, the achievement of performance goals, or upon the
occurrence of other events as determined by the Committee, at its
discretion), and the Shares are subject to a substantial risk of
forfeiture, as provided in Article 8 herein.

2.29 "Restricted Stock" means an Award granted to a Participant
pursuant to Article 8 herein.

2.30 "Shares" means shares of Common Stock of the Company.

2.31 "Stock Appreciation Right" or "SAR" means an Award granted
alone or in connection with a related Option to a Participant pursuant
to Article 7 herein.

2.32 "Subsidiary" means any corporation, partnership, joint
venture, affiliate or other entity in which the Company has an ownership
interest, and which the Committee designates as a participating entity
in the Plan.

<PAGE>

2.33 "Tandem SAR" means an SAR that is granted in connection
with a related Option, the exercise of which shall require forfeiture of
the right to purchase a Share under the related Option (and when a Share
is purchased under the Option, the Tandem SAR shall similarly be
canceled).

2.34 "Total Stockholder Return" means the percentage change in
value of an initial investment in Shares over a specified period
assuming reinvestment of all dividends during the period.

Article 3. Administration

3.1 The Committee. The Plan shall be administered by the Plan
Administration Committee of the Board or by any other Committee
appointed by the Board consisting of not less than two (2) Directors.
All of the members of the Committee shall comply with the "disinterested
administration" rules of Rule 16b-3 under the Exchange Act, if
applicable. The members of the Committee shall be appointed from time
to time by, and shall serve at the discretion of, the Board of
Directors. In addition, any action taken with respect to Named
Executive Officers for purposes of meeting the Performance-Based
Exception shall be taken by the Committee only if all of the members of
the Committee are "outside directors" within the meaning of Code Section
162(m), subject to any applicable transition rules under Code Section
162(m). If all of the members of the Committee are not "outside
directors," such action shall be taken by a subcommittee of the
Committee comprised of at least two members who are "outside directors."

3.2 Authority of the Committee. Except as limited by law, or
by the Certificate of Incorporation or Bylaws of the Company, and
subject to the provisions herein, the Committee shall have full power to
select Key Persons who shall participate in the Plan; determine the
sizes and types of Awards; determine the terms and provisions of Awards
in a manner consistent with the Plan; construe and interpret the Plan
and any agreement or instrument entered into under the Plan; establish,
amend or waive rules and regulations for the Plan's administration; and
(subject to the provisions of Article 16 herein), amend the terms and
provisions of any outstanding Award to the extent such terms and
provisions are within the discretion of the Committee as provided in the
Plan. Further, the Committee shall make all other determinations which
may be necessary or advisable for the administration of the Plan. To
the extent permitted by law, the Committee may delegate its authority
hereunder.

3.3 Decisions Binding. All determinations and decisions made
by the Committee pursuant to the provisions of the Plan and all related
orders and resolutions of the Board shall be final, conclusive and
binding on all persons, including the Company, its stockholders,
employees, Participants and their estates and beneficiaries.

Article 4. Shares Subject to the Plan.

4.1 Number of Shares Available for Grants. Beginning on the
Effective Date, there is hereby reserved for grants of Awards under the
Plan 2,200,000 Shares. The number of Shares reserved for grants of
Awards under this paragraph shall be subject to adjustment as provided
in Section 4.3.

In no event shall a Participant receive an Award or Awards
during any one calendar year covering in the aggregate more than 250,000
Shares. The limitation on awards to

<PAGE>

a Participant during a calendar year under this paragraph shall be
subject to adjustment as provided in Section 4.3.

4.2 Lapsed Awards. If any Award granted under the Plan is
canceled, terminates, expires or lapses for any reason (with the
exception of the termination of a Tandem SAR upon exercise of the
related Option, or the termination of a related Option upon exercise of
the corresponding Tandem SAR), any Shares subject to such Award again
shall be available for the grant of an Award under the Plan.

4.3 Adjustments in Available Shares. In the event of any
change in corporate capitalization, such as a stock split, or a
corporate transaction, such as any merger, consolidation, separation,
including a spin-off or other distribution of stock or property of the
Company, any reorganization (whether or not such reorganization comes
within the definition of such term in Code Section 368) or any partial
or complete liquidation of the Company, such adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, in
the number and class of and/or price of Shares subject to outstanding
Awards granted under the Plan and in the limitation on awards to a
Participant during a calendar year, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to
prevent the dilution or enlargement of rights under the Plan; provided,
however, that the number of Shares subject to any Award shall always be
a whole number.

Article 5. Eligibility and Participation

5.1 Eligibility. Persons eligible to participate in the Plan
are Key Persons, as determined by the Committee, and any non-officer
Director who participates in the Plan pursuant to Article 15.

5.2 Actual Participation. Subject to the provisions of the
Plan, the Committee may, from time to time, select from all eligible Key
Persons those to whom Awards shall be granted and shall determine the
nature and amount of each Award. Non-officer Directors shall be granted
Awards in accordance with the provisions of Article 15.

Article 6. Stock Options

6.1 Grant of Options. Subject to the terms and provisions of
the Plan, Options may be granted to Key Persons in such number, and upon
such terms, and at any time and from time to time as shall be determined
by the Committee.

6.2 Award Agreement. Each Option grant shall be evidenced by
an Award Agreement that shall specify the Option Price, the duration of
the Option, the number of Shares to which the Option pertains and such
other provisions as the Committee shall determine. The Award Agreement
also shall specify whether the Option is intended to be an ISO within
the meaning of Section 422 of the Code, or an NQSO whose grant is
intended not to fall under Code Section 422.

6.3 Option Price. The Committee shall determine the Option
Price for each grant of an Option under this Article 6, which such
Option Price shall be set forth in the applicable Award Agreement;
provided, however, that the Option Price shall be at least equal to 100%
of the Fair Market Value of a Share on the date the Option is granted
with

<PAGE>

respect to the grant of either (i) an Option granted to a Named
Executive Officer that is intended to satisfy the Performance-Based
Exception or (ii) an ISO.

6.4 Duration of Options. Each Option shall expire at such time
as the Committee shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the 10th
anniversary date of its grant.

6.5 Exercise of Options. Options granted under this Article 6
shall be exercisable at such times and be subject to such restrictions
and conditions as the Committee shall in each instance approve and which
shall be set forth in the applicable Award Agreement, which need not be
the same for each grant or for each Participant.

6.6 Payment. Options shall be exercised by the delivery of a
written notice of exercise to the Company, setting forth the number of
Shares with respect to which the Option is to be exercised, accompanied
by full payment for the Shares.

The Option Price upon exercise of any Option shall be payable to
the Company in full either: (a) in cash or its equivalent, (b) by
tendering previously acquired Shares having an aggregate Fair Market
Value at the time of exercise equal to the total Option Price (provided
that the Shares which are tendered to satisfy the Option Price must have
been held by the Participant for at least six months prior to their
tender), or (c) by a combination of (a) and (b).

The Committee also may allow cashless exercise as permitted
under the Federal Reserve Board's Regulation G or Regulation T, subject
to applicable securities law restrictions, or by any other means which
the Committee determines to be consistent with the Plan's purpose and
applicable law.

As soon as practicable after receipt of a written notification
of exercise and full payment, the Company shall deliver to the
Participant, in the Participant's name, Share certificates in an
appropriate amount based upon the number of Shares purchased under the
Option(s).

6.7 Restrictions on Share Transferability. The Committee may
impose such restrictions on any Shares acquired pursuant to the exercise
of an Option granted under this Article 6 as it may deem advisable,
including without limitation, restrictions under applicable Federal
securities laws, under the requirements of any stock exchange or market
upon which such Shares are then listed and/or traded and under any blue
sky or state securities laws applicable to such Shares.

6.8 Termination of Employment. Each Option Award Agreement
shall set forth the extent to which the Participant shall have the right
to exercise the Option following termination of the Participant's
employment with the Company and its Subsidiaries. Such provisions shall
be determined in the sole discretion of the Committee, shall be included
in the Award Agreement entered into with the Participant, need not be
uniform among all Options issued pursuant to this Article 6, may reflect
distinctions based on the reasons for termination of employment and may
include provisions relating to the Participant's competition with the
Company after termination of employment. In that regard, if an Award
Agreement permits exercise of an Option following the death of the
Participant, the Award Agreement shall provide that such Option shall be
exercisable to the extent provided therein by any person that may be
empowered to do so under the Participant's

<PAGE>

will, or if the Participant shall fail to make a testamentary
disposition of the Option or shall have died intestate, by the
Participant's executor or other legal representative.

6.9 Nontransferability of Options.

(a) Incentive Stock Options. No ISO granted under this Article
6 may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, all ISOs
granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such
Participant.

(b) Nonqualified Stock Options. Except as otherwise provided
in a Participant's Award Agreement, no NQSO granted under
this Article 6 may be sold, transferred, pledged, assigned
or otherwise alienated or hypothecated, other than by will
or by the laws of descent and distribution. Further,
except as otherwise provided in a Participant's Award
Agreement, all NQSOs granted to a Participant under this
Article 6 shall be exercisable during his or her lifetime
only by such Participant.

6.10 No Rights. A Participant granted an Option shall have no
rights as a stockholder of the Company with respect to the Shares
covered by such Option except to the extent that Shares are issued to
the Participant upon the due exercise of the Option.

Article 7. Stock Appreciation Rights

7.1 Grant of SARs. Subject to the terms and provisions of the
Plan, SARs may be granted to Key Persons in such number, and upon such
terms, and at any time and from time to time as shall be determined by
the Committee. The Committee may grant Freestanding SARs, Tandem SARs
or any combination of these forms of SARs.

The Committee shall have complete discretion in determining the
number of Shares covered by SARs granted hereunder (subject to Article 4
herein) and, consistent with the provisions of the Plan, in determining
the terms and provisions pertaining to such SARs. The number of Shares
covered by a Freestanding SAR shall be counted against the number of
Shares available for grants of Awards under Section 4.1, but the number
of Shares covered by a Tandem SAR shall not be so counted.

The grant price of a Freestanding SAR shall equal the Fair
Market Value of a Share on the date of grant of the SAR. The grant
price of Tandem SARs shall equal the Option Price of the related Option.

7.2 Exercise of Tandem SARs. Tandem SARs may be exercised for
all or part of the Shares subject to the related Option upon the
surrender of the right to exercise the equivalent portion of the related
Option. A Tandem SAR may be exercised only with respect to the Shares
for which its related Option is then exercisable.

Notwithstanding any other provision of the Plan to the contrary,
with respect to a Tandem SAR granted in connection with an ISO: (i) the
Tandem SAR will expire no later than the expiration of the underlying
ISO; (ii) the value of the payout with respect to the Tandem SAR may be
for no more than 100% of the difference between the Option Price

<PAGE>

of the underlying ISO and the Fair Market Value of the Shares subject to
the underlying ISO at the time the Tandem SAR is exercised; and (iii)
the Tandem SAR may be exercised only when the Fair Market Value of the
Shares subject to the ISO exceeds the Option Price of the ISO.

7.3 Exercise of Freestanding SARs. Freestanding SARs may be
exercised upon whatever terms and provisions the Committee, in its sole
discretion, imposes upon them.

7.4 SAR Agreement. Each SAR grant shall be evidenced by an
Award Agreement that shall specify the grant price, the term of the SAR
and such other provisions as the Committee shall determine.

7.5 Term of SARs. The term of an SAR granted under the Plan
shall be determined by the Committee, in its sole discretion; provided,
however, that such term shall not exceed 10 years.

7.6 Payment of SAR Amount. Upon exercise of an SAR, a
Participant shall be entitled to receive payment from the Company in an
amount determined by multiplying:

(a) The difference between the Fair Market Value of a Share on
the date of exercise over the grant price; by

(b) The number of Shares with respect to which the SAR is
exercised.

At the discretion of the Committee, the payment upon SAR
exercise may be in cash, in Shares of equivalent value or in some
combination thereof; provided, however, that from and after the date of
a Change in Control, the exercise of an SAR may be settled only in cash.

7.7 Rule 16b-3 Requirements. Notwithstanding any other
provision of the Plan, the Committee may impose such conditions on
exercise of an SAR (including without limitation, the right of the
Committee to limit the time of exercise to specified periods) as may be
required to satisfy the requirements of Section 16 (or any successor
provision) of the Exchange Act.

7.8 Termination of Employment. Each SAR Award Agreement shall
set forth the extent to which the Participant shall have the right to
exercise the SAR following termination of the Participant's employment
with the Company and its Subsidiaries. Such provisions shall be
determined in the sole discretion of the Committee, shall be included in
the Award Agreement entered into with the Participant, need not be
uniform among all SARs issued pursuant to the Plan and may reflect
distinctions based on the reasons for termination of employment. In
that regard, if an Award Agreement permits exercise of an SAR following
the death of the Participant, the Award Agreement shall provide that
such SAR shall be exercisable to the extent provided therein by any
person that may be empowered to do so under the Participant's will, or
if the Participant shall fail to make a testamentary disposition of the
SAR or shall have died intestate, by the Participant's executor or other
legal representative.

<PAGE>

7.9 Nontransferability of SARs. Except as otherwise provided
in a Participant's Award Agreement, no SAR granted under this Article 7
may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution. Further, except as otherwise provided in a Participant's
Award Agreement, all SARs granted to a Participant under the Plan shall
be exercisable during his or her lifetime only by such Participant.

7.10 No Rights. A Participant granted an SAR shall have no
rights as a stockholder of the Company with respect to the Shares
covered by such SAR except to the extent that Shares are issued to the
Participant upon the due exercise of the SAR.

Article 8. Restricted Stock

8.1 Grant of Restricted Stock. Subject to the terms and
provisions of the Plan, Restricted Stock may be granted to Key Persons
in such number, and upon such terms, and at any time and from time to
time as shall be determined by the Committee.

8.2 Restricted Stock Award Agreement. Each Restricted Stock
grant shall be evidenced by a Restricted Stock Award Agreement that
shall specify the Period of Restriction, the number of Shares of
Restricted Stock granted and such other provisions as the Committee
shall determine.

8.3 Transferability. Except as provided in this Article 8, the
Shares of Restricted Stock granted herein may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated until the end
of the applicable Period of Restriction established by the Committee and
specified in the Restricted Stock Award Agreement, or upon earlier
satisfaction of any other conditions, as specified by the Committee in
its sole discretion and set forth in the Restricted Stock Agreement. All
rights with respect to the Restricted Stock granted to a Participant
under the Plan shall be available during his or her lifetime only to
such Participant.

8.4 Other Restrictions. The Committee may impose such other
conditions and/or restrictions on any Shares of Restricted Stock granted
pursuant to the Plan as it may deem advisable including without
limitation, a requirement that Participants pay a stipulated purchase
price for each Share of Restricted Stock, restrictions based upon the
achievement of specific performance goals (Company-wide, divisional,
and/or individual), time-based restrictions on vesting following the
attainment of the performance goals and/or restrictions under applicable
Federal or state securities laws.

The Company shall retain the certificates representing Shares of
Restricted Stock in the Company's possession until such time as all
conditions and/or restrictions applicable to such Shares have been
satisfied.

Except as otherwise provided in this Article 8 or in the
applicable Award Agreement, Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan shall become freely
transferable by the Participant after the last day of the Period of
Restriction.

8.5 Voting Rights. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may
exercise full voting rights with respect to those Shares.

<PAGE>

8.6 Dividends and Other Distributions. During the Period of
Restriction, Participants holding Shares of Restricted Stock granted
hereunder may be credited with regular cash dividends paid with respect
to the underlying Shares while they are so held. The Committee may
apply any restrictions to the dividends that the Committee deems
appropriate.

In the event that any dividend constitutes a "derivative
security" or an "equity security" pursuant to Rule 16(a) under the
Exchange Act, such dividend shall be subject to a vesting period equal
to the remaining vesting period of the Shares of Restricted Stock with
respect to which the dividend is paid.

8.7 Termination of Employment. Each Restricted Stock Award
Agreement shall set forth the extent to which the Participant shall have
the right to receive unvested Restricted Shares following termination of
the Participant's employment with the Company and its Subsidiaries. Such
provisions shall be determined in the sole discretion of the Committee,
shall be included in the Award Agreement entered into with Participants,
need not be uniform among all Shares of Restricted Stock issued pursuant
to the Plan and may reflect distinctions based on the reasons for
termination of employment; provided, however, that except in cases of
terminations resulting from a Change in Control and terminations by
reason of death or Disability, payment of an Award of Restricted Stock
which is intended to qualify for the Performance-Based Exception may not
occur before attainment of the related performance goal.

Article 9. Performance Shares

9.1 Grant of Performance Shares. Subject to the terms and
provisions of the Plan, Performance Shares may be granted to eligible
Key Persons in such amount and upon such terms, and at any time and from
time to time as shall be determined by the Committee. The number and/or
vesting of Performance Shares granted, in the Committee's discretion,
shall be contingent upon the degree of attainment of specified
performance goals or other conditions over a specified period (the
"Performance Period"). The terms and provisions of an Award of
Performance Shares shall be evidenced by an appropriate Award Agreement.

9.2 Value of Performance Shares. The value of a Performance
Share at any time shall equal the Fair Market Value of a Share at such
time.

9.3 Form and Timing of Payment of Performance Shares. During
the course of a Performance Period, the Committee shall determine the
number of Performance Shares as to which the Participant has earned a
right to be paid pursuant to the terms of the applicable Award
Agreement. The Committee shall pay any earned Performance Shares as
soon as practicable after they are earned in the form of cash, Shares or
a combination thereof (as determined by the Committee) having an
aggregate Fair Market Value equal to the value of the earned Performance
Shares as of the date they are earned. Any Shares used to pay out
earned Performance Shares may be granted subject to any restrictions
deemed appropriate by the Committee. In addition, the Committee, in its
discretion, may cancel any earned Performance Shares and grant Stock
Options to the Participant which the Committee determines to be of
equivalent value based on a conversion formula stated in the Performance
Shares Award Agreement.

<PAGE>

The Committee, in its discretion, may also grant dividend
equivalents rights with respect to earned but unpaid Performance Shares
as evidenced by the applicable Award Agreement. Performance Shares shall
not have any voting rights.

9.4 Termination of Employment. Each Performance Share Award
Agreement shall set forth the extent to which the Participant shall have
the right to receive unearned Performance Shares following termination
of the Participant's employment with the Company and its Subsidiaries.
Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with
the Participant, need not be uniform among all Performance Shares
awarded pursuant to the Plan and may reflect distinctions based on the
reasons of termination of employment; provided, however, that except in
cases of terminations resulting from a Change in Control and
terminations by reason of death or Disability, payment of an Award of
Performance Shares which is intended to qualify for the
Performance-Based Exception may not occur before attainment of the
related performance goal.

9.5 Nontransferability. Except as otherwise provided in a
Participant's Award Agreement, Performance Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further,
except as otherwise provided in a Participant's Award Agreement, a
Participant's rights under the Plan shall be exercisable during the
Participant's lifetime only by the Participant.

Article 10. Performance Measures

The performance measure(s) to be used for purposes of Awards
(other than Options) to Named Executive Officers which are designed to
qualify for the Performance-Based Exception shall be chosen from among
the following alternatives:

(a) Earnings Per Share;

(b) Net Income;

(d) Total Stockholder Return.

In the event that applicable tax and/or securities laws change
to permit Committee discretion to alter the governing performance
measures without obtaining stockholder approval of such changes, the
Committee shall have the discretion to make such changes without
obtaining stockholder approval.

Article 11. Beneficiary Designation

Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid in case
of his or her death before he or she receives any or all of such
benefit. Each such designation shall revoke all prior designations by
the same Participant, shall be in a form prescribed by the Company and
will be effective only when filed by the Participant in writing with the
Company during the Participant's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall
be paid to the Participant's estate.

<PAGE>

Article 12. Deferrals

The Committee may permit a Participant to defer such
Participant's receipt of the payment of cash or the delivery of Shares
that would otherwise be due to such Participant by virtue of the
exercise of an Option or SAR, the lapse or waiver of restrictions with
respect to Restricted Stock or the satisfaction of any requirements or
goals with respect to Performance Shares. If any such deferral election
is required or permitted, the Committee shall, in its sole discretion,
establish rules and procedures for such payment deferrals.

Article 13. Rights of Key Persons

13.1 Employment. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant's
employment at any time, nor confer upon any Participant any right to
continue in the employ of the Company or Subsidiary. For purposes of
the Plan, a transfer of a Participant's employment between the Company
and a Subsidiary, or between Subsidiaries, shall not be deemed to be a
termination of employment.

13.2 Participation. No Key Person shall have the
right to be selected to receive an Award under the Plan or, having been
so selected, to be selected to receive a future Award.

Article 14. Change in Control

14.1 Treatment of Outstanding Awards. Upon the occurrence of a
Change in Control, unless otherwise specifically prohibited under
applicable laws, or by the rules and regulations of any governing
governmental agencies or national securities exchanges:

(a) Any and all Options and SARs granted hereunder shall become
immediately exercisable, and shall remain exercisable
throughout their entire term;

(b) Any restriction periods and restrictions imposed on shares
of Restricted Stock shall lapse; and

(c) The target payout opportunities attainable under all
outstanding Awards of Restricted Stock and Performance
Shares shall be deemed to have been fully earned for the
entire Performance Period(s) as of the effective date of the
Change in Control, and the vesting of all Awards shall be
accelerated as of the effective date of the Change in
Control.

14.2 Limitation on Change-in-Control Benefits. (a) It is the
intention of the Company and the Participants to reduce the amounts
payable or distributable to a Participant hereunder if the aggregate Net
After Tax Receipts (as defined below) to the Participant would thereby
be increased, as a result of the application of the excise tax
provisions of Section 4999 of the Code. Accordingly, anything in the
Plan to the contrary notwithstanding, in the event that the independent
accountants regularly employed by the Company immediately prior to any
"change" described below (the "Accounting Firm") shall determine that
receipt of all Payments (as defined below) would subject the Participant
to tax under Section 4999 of the Code, it shall determine whether some
amount of Payments would meet the definition of a "Reduced Amount," (as
defined below). If the Accounting Firm determines that there is a
Reduced Amount,

<PAGE>

the aggregate Payments shall be reduced to such Reduced Amount in
accordance with the provisions of Section 14.2(b) below.

For purposes of this Section 14.2(a):

(i) A "Payment" shall mean any payment or distribution in
the nature of compensation to or for the benefit of a
Participant who is a "disqualified individual" within
the meaning of Section 280G(c) of the Code and which
is contingent on a "change" described in Section
280G(b)(2)(A)(i) of the Code with respect to the
Company, whether paid or payable pursuant to the Plan
or otherwise;

(ii) "Plan Payment" shall mean a Payment paid or payable
pursuant to the Plan (disregarding this Section 14.2);

(iii) "Net After Tax Receipt" shall mean the Present Value
of a Payment, net of all taxes imposed on the
Participant with respect thereto under Sections 1 and
4999 of the Code, determined by applying the highest
marginal rate under Section 1 of the Code which
applied to the Participant's Federal taxable income
for the immediately preceding taxable year;

(iv) "Present Value" shall mean such value determined in
accordance with Section 280G(d)(4) of the Code; and

(v) "Reduced Amount" shall mean the smallest aggregate
amount of Payments which (A) is less than the sum of
all Payments and (B) results in aggregate Net After
Tax Receipts which are equal to or greater than the
Net After Tax Receipts which would result if all
Payments were paid to or for the benefit of the
Participant.

(b) If the Accounting Firm determines that aggregate Payments
should be reduced to the Reduced Amount, the Committee
shall promptly give the Participant notice to that effect
and a copy of the detailed calculation thereof, and the
Participant may then elect, in the Participant's sole
discretion, which and how much of the Payments, including
without limitation Plan Payments, shall be eliminated or
reduced (as long as after such election the Present Value
of the aggregate Payments is equal to the Reduced Amount),
and shall advise the Committee in writing of such election
within 10 days of the Participant's receipt of notice. If
no such election is made by the Participant within such 10
day period, the Committee may elect which of the Payments,
including without limitation Plan Payments, shall be
eliminated or reduced (as long as after such election the
Present Value of the aggregate Payments is equal to the
Reduced Amount) and shall notify the Participant promptly
of such election. All determinations made by the Accounting
Firm under this Section 14.2 shall be binding upon the
Company and the Participant and shall be made within 60
days immediately following the event constituting the
"change" referred to above. As promptly as practicable
following such determination, the Company shall pay to or
distribute for the benefit of the Participant such Payments
as are then due to the Participant under the Plan.

<PAGE>

(c) At the time of the initial determination by the Accounting
Firm hereunder, it is possible that amounts will have been
paid or distributed by the Company to or for the benefit of
the Participant pursuant to the Plan which should not have
been so paid or distributed ("Overpayment") or that
additional amounts which will have not been paid or
distributed by the Company to or for the benefit of the
Participant pursuant to the Plan could have been so paid or
distributed ("Underpayment"), in each case, consistent with
the calculation of the Reduced Amount hereunder. In the
event that the Accounting Firm, based either upon the
assertion of a deficiency by the Internal Revenue Service
against the Company or the Participant which the Accounting
Firm believes has a high probability of success or
controlling precedent or other substantial authority,
determines that an Overpayment has been made, any such
Overpayment paid or distributed by the Company to or for
the benefit of the Participant shall be treated for all
purposes as a loan ab initio to the Participant which the
Participant shall repay to the Company together with
interest at the applicable Federal rate provided for in
Section 7872(f)(2) of the Code; provided, however, that no
such loan shall be deemed to have been made and no amount
shall be payable by the Participant to the Company if and
to the extent such deemed loan and payment would not either
reduce the amount on which the Participant is subject to
tax under Section 1 and Section 4999 of the Code or
generate a refund of such taxes.

In the event that the Accounting Firm, based upon
controlling precedent or other substantial authority,
determines that an Underpayment has occurred, any such
Underpayment shall be promptly paid by the Company to or
for the benefit of the Participant together with interest
at the applicable Federal rate provided for in Section
7872(f)(2) of the Code.

14.3 Termination, Amendment, and Modifications of
Change-in-Control Provisions. Notwithstanding any other provision of the
Plan or any Award Agreement provision, the provisions of this Article 14
may not be terminated, amended or modified on or after the date of a
Change in Control to affect adversely any Award theretofore granted
under the Plan without the prior written consent of the Participant with
respect to said Participant's outstanding Awards; provided, however, the
Board of Directors, upon recommendation of the Committee, may terminate,
amend or modify this Article 14 at any time and from time to prior to
the date of a Change in Control.

Article 15. Awards to Non-Officer Directors

15.1 Awards Under Prior Plan. Each non-officer Director on July
15, 1992 was granted an option under the Glenayre Technologies, Inc.
Long-Term Incentive Plan (the "Prior Plan") to purchase Common Stock on
the later of October 30, 1992 or the date such Director completed three
years of service on the Board. Each non-officer Director elected to the
Board for the first time after July 15, 1992 was granted an option under
the Prior Plan to purchase Common Stock on the third anniversary of the
Director's service on the Board. Thereafter, each non-officer Director
was awarded an additional option under the Prior Plan to purchase Common
Stock on the third anniversary of the initial option award.

<PAGE>

15.2 Awards Under the Plan. Each non-officer Director, who was
awarded an option under the Prior Plan to purchase Common Stock as
described in Section 15.1 shall be granted a Nonqualified Stock Option
to purchase 18,000 shares of Common Stock upon each third anniversary of
the date on which such option was granted under the Prior Plan, if he or
she is then a non-officer Director. Each non-officer Director who was
not awarded an option under the Prior Plan shall be granted a
Nonqualified Stock Option to purchase 18,000 shares of Common Stock upon
the date such non-officer Director completes 3 years of service as a
Director and upon each third anniversary date thereafter, if he or she
is then a non-officer Director. Each Option granted under this Article
15 shall be evidenced by an Award Agreement.

15.3 Option Price. The Option Price for each Option granted
under this Article 15 shall be equal to the Fair Market Value of a Share
on the date the Option is granted.

15.4 Exercise and Duration of Option. Options granted under
this Article 15 shall be immediately exercisable and shall remain
exercisable for 10 years from the date of grant, whether or not the
Director's service on the Board continues during such period.

15.5 Payments. Options shall be exercised by the delivery of a
written notice of exercise to the Company, setting forth the number of
Shares with respect to which the Option is to be exercised, accompanied
by full payment for the Shares.

The Option Price upon exercise of any Option shall be payable to
the Company in full either: (a) in cash or its equivalent, (b) by
tendering previously acquired Shares having an aggregate Fair Market
Value at the time of exercise equal to the total Option Price (provided
that the Shares which are tendered to satisfy the Option Price must have
been held by the Director for at least six months prior to their
tender), or (c) by a combination of (a) and (b).

As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the Director, in
the Director's name, Share certificates in an appropriate amount based
upon the number of Shares purchased under the Option(s).

15.6 Nontransferability of Options. No Options granted under
this Article 15 may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the laws of descent
and distribution. Further, Options granted to a Director under this
Article 15 shall be exercisable during his or her lifetime only by such
Director.

15.7 No Rights. A Director granted an Option under this Article
15 shall have no rights as a stockholder of the Company with respect to
the Shares covered by such Option except to the extent that shares are
issued to the Director upon the due exercise of the Option.

15.8 Limitation on Awards. Notwithstanding anything to the
contrary herein, (i) no Awards shall be made pursuant to this Article 15
to a Director who is an employee of the Company or any Subsidiary; (ii)
no awards shall be made pursuant to this Article 15 following the
suspension or termination of the Plan pursuant to Article 16; and (iii)

<PAGE>

no awards shall be made pursuant to this Section 15 unless shares of
Common Stock are available therefor under Section 4.1.

Article 16. Amendment, Modification and Termination

16.1 Amendment, Modification, and Termination. The Board may at
any time and from time to time, alter, amend, suspend or terminate the
Plan in whole or in part; provided, however, that no amendment which
requires stockholder approval in order for the Plan to continue to
comply with Rule 16b-3 under the Exchange Act, including any successor
to such Rule, shall be effective unless such amendment shall be approved
by the requisite vote of stockholders of the Company entitled to vote
thereon.

The Committee shall not have the authority to cancel outstanding
Awards and issue substitute Awards in replacement thereof.

16.2 Awards Previously Granted. No termination, amendment or
modification of the Plan shall adversely affect in any material way any
Award previously granted under the Plan, without the written consent of
the Participant holding such Award.

16.3 Acceleration of Award Vesting; Waiver of Restrictions.
Notwithstanding any provision of the Plan or any Award Agreement
provision to the contrary, the Committee, in its sole and exclusive
discretion, shall have the power at any time to (i) accelerate the
vesting of any Award granted under the Plan, including without
limitation, acceleration to such a date that would result in said Awards
becoming immediately vested or (ii) waive any restrictions of any Award
granted under the Plan.

Article 17. Withholding

17.1 Tax Withholding. The Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy Federal, state and local taxes
(including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the
Plan.

17.2 Share Withholding. With respect to withholding required
upon the exercise of Options or SARs, upon the lapse of restrictions on
Restricted Stock or upon any other taxable event arising as a result of
Awards granted hereunder, Participants may elect, subject to the
approval of the Committee, to satisfy the withholding requirement, in
whole or in part, by having the Company withhold Shares having a Fair
Market Value on the date as of which the tax is to be determined equal
to the minimum statutory total tax which could be imposed on the
transaction. All such elections shall be irrevocable, made in writing,
signed by the Participant, and shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems
appropriate.

Article 18. Indemnification

Each person who is or shall have been a member of the Committee or
of the Board, shall be indemnified and held harmless by the Company
against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit or proceeding to which he or she
may be a party or in which he or she may be involved by reason of any
action taken or failure to act under the Plan and against and from any
and all amounts paid by him

<PAGE>

or her in settlement thereof, with the Company's approval, or paid by
him or her in satisfaction of any judgment in any such action, suit, or
proceeding against him or her, provided he or she shall give the Company
an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled
under the Company's Certificate of Incorporation or Bylaws, as a matter
of law or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

Article 19. Successors

All obligations of the Company under the Plan with respect to
Awards granted hereunder shall be binding on any successor to the
Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation or otherwise, of all
or substantially all of the business and/or assets of the Company.

Article 20. Legal Construction

20.1 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine;
the plural shall include the singular and the singular shall include the
plural.

20.2 Severability. In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not
been included.

20.3 Requirements of Law. The granting of Awards and the
issuance of Shares under the Plan shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.

20.4 Securities Law Compliance. With respect to Insiders,
transactions under the Plan are intended to comply with all applicable
conditions or Rule 16b-3 or its successors under the Exchange Act. To
the extent any provision of the Plan or action by the Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Committee.

20.5 Governing Law. To the extent not preempted by Federal law,
the Plan, and all Award Agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of North Carolina.

<PAGE>

EXHIBIT 5

Kennedy Covington Lobdell & Hickman, L.L.P.
ATTORNEYS AT LAW

NationsBank Corporate Center
Suite 4200
100 North Tryon Street
Charlotte, North Carolina 28202-4006

May 28, 1996

Glenayre Technologies, Inc.
5935 Carnegie Boulevard
Charlotte, North Carolina 28209

Gentlemen:

You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of 2,200,000 shares of the
$.02 par value Common Stock (the Common Stock) of Glenayre Technologies,
Inc. (the Company), a Delaware corporation, by the Registration
Statement on Form S-8 (the Registration Statement) to be filed by you
with the Securities and Exchange Commission in connection with the
Glenayre 1996 Incentive Stock Plan.

We have made such investigations of law, examined original copies,
certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments, and received such statements from officers and
representatives of the Company, as we have deemed necessary for purposes
of this opinion.

Based upon the foregoing, we are of the opinion that the 2,200,000
shares of the Common Stock covered by the Registration Statement have
been duly and validly authorized and will be validly issued, fully paid
and nonassessable when issued in accordance with the Glenayre 1996
Incentive Stock Plan and receipt by the Company of the consideration
therefor.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Sincerely,

KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.

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EXHIBIT 23.1

INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration
Statement of Glenayre Technologies, Inc. on Form S-8 of our reports dated
February 3, 1995, appearing and incorporated by reference in the Annual
Report on Form 10-K of Glenayre Technologies, Inc. for the year ended
December 31, 1995.

DELOITTE & TOUCHE LLP
Charlotte, North Carolina

May 28, 1996

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EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Glenayre 1996 Incentive Stock
Plan of our report dated January 31, 1996, with respect to the
consolidated financial statements and schedule of Glenayre Technologies,
Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP

Charlotte, North Carolina
May 28, 1996

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EXHIBIT 23.3

May 28, 1996

To the Board of Directors and Stockholders of
Glenayre Technologies, Inc.
Charlotte, North Carolina

We are aware of the incorporation by reference in the Registration
Statement (Form S-8) of Glenayre Technologies, Inc. for the registration
of 2,200,000 of its common stock under the Glenayre 1996 Incentive Stock
Plan of our report dated April 18, 1996 relating to the unaudited
condensed consolidated interim financial statements of Glenayre
Technologies, Inc. that are included in its Form 10-Q for the quarter
ended March 31, 1996.

Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not
a part of the registration statement prepared or certified by
accountants within the meaning of Section 7 or 11 of the Securities Act
of 1933.

ERNST & YOUNG LLP

Charlotte, North Carolina

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