Amended and Restated Leap Wireless International Employee Stock Purchase Plan


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 Exhibit 10.1 

 
  
 THE LEAP WIRELESS INTERNATIONAL, INC. 
 AMENDED AND RESTATED EMPLOYEE
STOCK PURCHASE PLAN 
  
  
  






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 THE LEAP WIRELESS INTERNATIONAL, INC. 

AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN 
 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
	   1.
	  	Definitions	  	 	1	  
	   2.
	  	Stock Subject to the Plan	  	 	3	  
	   3.
	  	Grant of Options	  	 	3	  
	   4.
	  	Exercise of Options; Option Price	  	 	4	  
	   5.
	  	Withdrawal from the Plan	  	 	5	  
	   6.
	  	Termination of Employment	  	 	5	  
	   7.
	  	Restriction upon Assignment	  	 	6	  
	   8.
	  	No Rights of Stockholders until Shares Issued	  	 	6	  
	   9.
	  	Changes in the Stock and Corporate Events; Adjustment of Options	  	 	6	  
	 10.
	  	Use of Funds; No Interest Paid	  	 	7	  
	 11.
	  	Amendment, Suspension or Termination of the Plan	  	 	7	  
	 12.
	  	Administration by Committee; Rules and Regulations	  	 	7	  
	 13.
	  	Designation of Subsidiary Corporations	  	 	8	  
	 14.
	  	No Rights as an Employee	  	 	8	  
	 15.
	  	Term; Approval by Stockholders	  	 	8	  
	 16.
	  	Effect upon Other Plans	  	 	8	  
	 17.
	  	Conditions to Issuance of Stock Certificates	  	 	9	  
	 18.
	  	Notification of Disposition	  	 	9	  
	 19.
	  	Notices	  	 	9	  
	 20.
	  	Headings	  	 	9	  







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 THE LEAP WIRELESS INTERNATIONAL, INC. 

AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN 
 Leap Wireless International, Inc., a Delaware corporation (the “Company”), by resolution of the Board of Directors of the Company, hereby adopts The Leap Wireless International, Inc. Amended and
Restated Employee Stock Purchase Plan (the “Plan”), effective as of December 19, 2012, subject to approval of the Plan by the stockholders of the Company. 
 The purposes of the Plan are as follows: 
 (1) To assist eligible
employees of the Company and its Designated Subsidiary Corporations (as defined below) in acquiring stock ownership in the Company pursuant to a plan which is intended to qualify as an “employee stock purchase plan”, within the meaning of
Section 423(b) of the Code (as defined below). 
 (2) To help such employees provide for their future security
and to encourage them to remain in the employment of the Company and its Subsidiary Corporations. 
  

	 	1.	Definitions 


Whenever any of the following terms is used in the Plan with the first letter or letters capitalized, it shall have the following meaning
unless context clearly indicates to the contrary (such definitions to be equally applicable to both the singular and the plural forms of the terms defined): 
 (a) “Account” shall mean the account established for an Eligible Employee under the Plan with respect to an Offering Period. 

(b) “Agent” shall mean the brokerage firm, bank or other financial institution engaged, retained, appointed or authorized to
act as the agent of an Employee (or, in the event of the Employee’s death, the Employee’s estate) to hold custody of shares of Stock purchased by such Employee (or the Employee’s estate) upon the exercise of an Option by such Employee
(or the Employee’s estate). 
 (c) “Authorization” shall mean an Eligible Employee’s payroll deduction
authorization with respect to an Offering Period provided by such Eligible Employee in accordance with Section 3(b). 
 (d)
“Base Compensation” of an Eligible Employee shall mean the gross base compensation received by such Eligible Employee on each Payday as compensation for services to the Company or any Designated Subsidiary Corporation, excluding overtime
payments, sales commissions, incentive compensation, bonuses, expense reimbursements, fringe benefits and other special-payments. 
 (e) “Board” means the Board of Directors of the Company. 
 (f)
“Code” means the Internal Revenue Code of 1986, as amended. 
 (g) “Committee” means the committee of the
Board appointed to administer the Plan pursuant to Section 12. 
 (h) “Company” means Leap Wireless International,
Inc., a Delaware corporation. 
 (i) “Date of Exercise” of any Option means the date on which such Option is
exercised, which shall be the last day of the Offering Period with respect to which the Option was granted, in accordance with Section 4(a) (except as provided in Section 9). 






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 (j) “Date of Grant” of any Option means the date on which such Option is
granted, which shall be the first day of the Offering Period with respect to which the Option was granted, in accordance with Section 3(a). 
 (k) “Designated Subsidiary Corporation” means any Subsidiary Corporation designated by the Board in accordance with Section 13. 

(l) “Eligible Employee” means an Employee of the Company or any Designated Subsidiary Corporation: (i) who does not,
immediately after the Option is granted, own (directly or through attribution) stock possessing five percent (5%) or more of the total combined voting power or value of all classes of Stock or other stock of the Company, a Parent Corporation or a
Subsidiary Corporation (as determined under Section 423(b)(3) of the Code); (ii) whose customary employment is for more than twenty (20) hours per week; and (iii) whose customary employment is for more than five (5) months in any calendar year. For
purposes of clause (i) above, the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock which an Employee may purchase under outstanding
options shall be treated as stock owned by the Employee. During a leave of absence meeting the requirements of Treasury Regulation Section 1.421-1(h)(2), an individual shall be treated as an Employee of the Company or Subsidiary Corporation
employing such individual immediately prior to such leave. 
 (m) “Employee” shall mean an individual who renders
services to the Company or a Subsidiary Corporation in the status of an “employee”, within the meaning of Code Section 3401(c). “Employee” shall not include any director of the Company or a Subsidiary Corporation who does not
render services to the Company or a Subsidiary Corporation in the status of an “employee”, within the meaning of Code Section 3401(c). 
 (n) “Offering Period” shall mean each six-month period commencing on any January 1 and July 1 during the term of the Plan; provided, however, that the first Offering Period shall
commence on the date this Plan is approved by the Company’s stockholders and shall end on the next occurring June 30 or December 31. Options shall be granted on the Date of Grant and exercised on the Date of Exercise, as provided in Sections
3(a) and 4(a), respectively. 
 (o) “Option” means an option to purchase shares of Stock granted under the Plan to an
Eligible Employee in accordance with Section 3(a). 
 (p) “Option Price” means the option price per share of Stock
determined in accordance with Section 4(b). 
 (q) “Parent Corporation” means any corporation, other than the Company,
in an unbroken chain of corporations ending with the Company if, at the time of the granting of the Option, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain. 
 (r) “Payday” means the regular and recurring established day for
payment of Base Compensation to an Employee of the Company or any Subsidiary Corporation. 
 (s) “Plan” means The Leap
Wireless International, Inc. Amended and Restated Employee Stock Purchase Plan. 
 (t) “Stock” means the shares of the
Company’s Common Stock, $.0001 par value. 
 (u) “Subsidiary Corporation” means any corporation, other than the
Company, in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in an unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain. 

  
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	 	2.	Stock Subject to the Plan 

 Subject to the provisions of Section 9 hereof (relating to adjustments upon changes in the Stock) and Section 11 hereof (relating to amendments of the Plan), the Stock that may be sold pursuant to Options
granted under the Plan shall not exceed in the aggregate one million two hundred thousand (1,200,000) shares of Stock. The shares of Stock sold pursuant to Options granted under the Plan may be unissued shares or treasury shares of Stock, or shares
of Stock bought by the Company on the New York Stock Exchange or other nationally-recognized exchange, Nasdaq, or other market, for purposes of the Plan. 
  

	 	3.	Grant of Options. 


(a) Option Grants. The Company shall grant Options under the Plan to all Eligible Employees in successive Offering Periods until
the earlier of: (i) the date on which the number of shares of Stock available under the Plan have been sold, or (ii) the date on which the Plan is suspended or terminates. Each Employee who is an Eligible Employee on the first day of an Offering
Period shall be granted an Option with respect to such Offering Period. The Date of Grant of such an Option shall be the first day of the Offering Period with respect to which such Option was granted. Each Option shall expire on the Date of Exercise
immediately after the automatic exercise of the Option in accordance with Section 4(a), unless such Option terminates earlier in accordance with Section 5, 6 or 9. The number of shares of Stock subject to an Eligible Employee’s Option shall be
equal to the lesser of (i) one thousand (1,000) shares of Stock and (ii) the number of shares of Stock determined by dividing five thousand dollars ($5,000) by the Fair Market Value of a share of Stock on the Date of Grant; provided,
however, that the number of shares of Stock subject to such Option shall not exceed the number determined in accordance with subsection (c). The Company shall not grant an Option with respect to an Offering Period to any individual who is
not an Eligible Employee on the first day of such Offering Period. 
 (b) Election to Participate; Payroll Deduction
Authorization. An Eligible Employee shall participate in the Plan only by means of payroll deduction. Each Eligible Employee who elects to participate in the Plan with respect to an Offering Period shall deliver to the Company, not later than
ten (10) days before the first day of the Offering Period, a completed and executed written payroll deduction authorization in a form prepared by the Committee (the “Authorization”). An Eligible Employee’s Authorization shall give
notice of such Eligible Employee’s election to participate in the Plan for the next following Offering Period (and subsequent Offering Periods) and shall designate a whole percentage of such Eligible Employee’s Base Compensation to be
withheld by the Company or the Designated Subsidiary Corporation employing such Eligible Employee on each Payday during the Offering Period as payroll deductions under the Plan. An Eligible Employee may designate any whole percentage of Base
Compensation which is not less than one percent (1%) and not more than fifteen percent (15%) as payroll deductions. An Eligible Employee’s payroll deductions during an Offering Period shall be deducted from such Eligible Employee’s Base
Compensation for each Payday in an amount equal to the percentage specified in the Authorization, and such amount shall be credited to such Eligible Employee’s Account under the Plan. An Eligible Employee may change the percentage of Base
Compensation designated in the Authorization, subject to the limits of this subsection (b), or may suspend the Authorization, or may resume payroll deductions pursuant to a new Authorization, at any time during the Offering Period; provided,
however, that an Eligible Employee may not increase the percentage of Base Compensation designated in the Authorization during an Offering Period and any requested increase shall be effective for the subsequent Offering Period only. Except with
respect to increases in the percentage of Base Compensation designated in the Authorization as provided in the preceding sentence, which shall not become effective until the subsequent Offering Period, any such change, suspension, or resumption of
payroll deductions shall become effective not later than ten (10) days after receipt by the Company of a new Authorization. In the event an Eligible Employee suspends his or her Authorization, his or her cumulative payroll deductions prior to the
suspension shall remain in his or her Account and shall not be paid to such Eligible Employee, unless he or she withdraws from participation under the Plan in accordance with Section 5. Any Authorization shall remain in effect for each subsequent
Offering Period, unless the Eligible Employee submits a new Authorization pursuant to this subsection (b), withdraws from the Plan pursuant to Section 5, ceases to be an Eligible Employee as defined in Section 1(l) or terminates employment as
provided in Section 6. An Eligible Employee’s cumulative payroll deductions for an Offering Period shall in no event exceed five thousand dollars ($5,000). 

  
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 (c) $25,000 Limitation. No Eligible Employee shall be granted an Option under
the Plan which permits his or her rights to purchase shares of Stock under the Plan, together with other options to purchase shares of Stock (or other stock) under all other employee stock purchase plans of the Company, any Parent Corporation or any
Subsidiary Corporation subject to Section 423 of the Code, to accrue at a rate which exceeds $25,000 of Fair Market Value of such shares of Stock (or other stock) (determined at the Date of Grant of the Option or at the time another option is
granted) for each calendar year in which the Option is outstanding at any time. For purpose of the limitation imposed by this subsection, (i) the right to purchase shares of Stock (or other stock) under an Option or other option accrues when the
Option or other option (or any portion thereof) first becomes exercisable during the calendar year, (ii) the right to purchase shares of Stock (or other stock) under an Option or other option accrues at the rate provided in the Option or other
option, but in no case may such rate exceed $25,000 of the Fair Market Value of such Stock (or other stock) (determined at the time such Option or other option is granted) for any one calendar year, and (iii) a right to purchase Stock (or other
stock) which has accrued under an Option or other option may not be carried over to any Option or other option. This limitation shall be applied in accordance with Section 423(b)(8) of the Code and the Treasury Regulations thereunder. 

 

	 	4.	Exercise of Options; Option Price. 

 (a) Option Exercise. Each Employee automatically and without any act on such Employee’s part shall be deemed to have exercised such Employee’s Option on the Date of Exercise to the extent
that the balance then in the Employee’s Account is sufficient to purchase, at the Option Price, whole shares of the Stock subject to the Option, subject to the limitations under Section 3(a). Any remaining balance in the Employee’s Account
shall be paid to the Employee in a lump sum payment in cash, without interest thereon, within thirty (30) days after the Date of Exercise. 
 (b) Option Price Defined. The option price per share of Stock (the “Option Price”) to be paid by an Employee upon the exercise of the Employee’s Option shall be equal to 85% of the
lesser of: (i) the Fair Market Value of a share of Stock on the Date of Exercise or (ii) the Fair Market Value of a share of Stock on the Date of Grant. The “Fair Market Value” of a share of Stock as of a given date shall be: (A) the
closing price of a share of Stock on the principal exchange on which the Stock is then trading, if any, on the trading day next preceding such date; (B) if the Stock is not traded on an exchange, but is quoted on Nasdaq or a successor quotation
system, (I) the closing price (if the Stock is then listed as a National Market Issue under the NASD National Market System), or (II) the mean between the closing representative bid and asked prices (in all other cases) for a share of Stock, on the
trading day next preceding such date, as reported by Nasdaq or such successor quotation system; (iii) if the Stock is not publicly traded on an exchange and not quoted on Nasdaq or a successor quotation system, the mean between the closing bid and
asked prices for a share of Stock on the trading day next preceding such date, as determined in good faith by the Committee; or (iv) if the Stock is not publicly traded, the fair market value of a share of Stock established by the Committee acting
in good faith. 
 (c) Book Entry/Share Certificates. As soon as practicable after the purchase of shares of Stock upon
the exercise of an Option by an Employee, the Company shall issue the shares of Stock to such Employee and such shares shall be held in the custody of the Agent designated by the Employee for the benefit of the Employee. The Company shall make an
entry on its books and records indicating that the shares of Stock purchased in connection with such exercise (including any partial share) have been duly issued as of that date to such Employee. 

(d) Pro Rata Allocations. If the total number of shares of Stock for which Options are to be exercised on any date exceeds the
number of shares of Stock authorized for sale under Section 2 and remaining unsold under the Plan (after deduction for all shares of Stock for which Options have theretofore been exercised), the Committee shall make a pro rata allocation of the
available remaining shares of Stock in as nearly a uniform manner as shall be practicable and the balance of the amount credited to the Account of each Employee which has not been applied to the purchase of shares of Stock shall be paid to such
Employee in one lump sum in cash within thirty (30) days after the Date of Exercise, without any interest thereon. 

  
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 (e) Information Statement. The Company shall provide each Employee whose
Option is exercised with an information statement in accordance with Section 6039(a) of the Code and the Treasury Regulations thereunder. The Company shall maintain a procedure for identifying certificates of shares of Stock sold upon the exercise
of Options in accordance with Section 6039(b) of the Code. 
  

	 	5.	Withdrawal from the Plan. 

 (a) Withdrawal Election. An Employee may withdraw from participation under the Plan at any time before the last day of any Offering Period. An Employee electing to withdraw from the Plan must
deliver to the Company a notice of withdrawal in a form prepared by the Committee (the “Withdrawal Election”), prior to the Date of Exercise for such Offering Period. Upon receipt of an Employee’s Withdrawal Election, as soon as
administratively practicable after such receipt, the Company or Subsidiary Corporation employing the Employee shall pay to the Employee the amount credited to the Employee’s Account in one lump sum payment in cash, without any interest thereon.
Upon receipt of an Employee’s Withdrawal Election by the Company, the Employee shall cease to participate in the Plan and the Employee’s Option for such Offering Period shall terminate. 

(b) Eligibility following Withdrawal. An Employee who withdraws from the Plan with respect to an Offering Period, and who is an
Eligible Employee on the Date of Grant of a subsequent Offering Period, may elect to participate again in the Plan for such subsequent Offering Period by delivering to the Company an Authorization pursuant to Section 3(b). 

 

	 	6.	Termination of Employment. 

 (a) Termination of Employment Other than by Death. Except as provided in subsection (b), if the employment of an Employee with the Company and the Subsidiary Corporations terminates other than by
death, the Employee’s participation in the Plan automatically and without any act on the Employee’s part shall terminate as of the date of the termination of the Employee’s employment. As soon as practicable after such a termination
of employment, the Company or Subsidiary Corporation employing the Employee shall pay to the Employee the amount credited to the Employee’s Account in one lump sum payment in cash, without any interest thereon. Upon an Employee’s
termination of employment covered by this subsection, the Employee’s Authorization and Option under the Plan shall terminate. 
 (b) Termination by Death. If the employment of an Employee with the Company and the Subsidiary Corporations is terminated by the Employee’s death, the executor of the Employee’s will or
the administrator of the Employee’s estate, by written notice to the Company, may request payment of the balance in the Employee’s Account, in which event, as soon as administratively practicable after receipt of such request, the Company
or Subsidiary Corporation employing the Employee shall pay the amount credited to the Employee’s Account in one lump sum payment in cash, without any interest thereon. Upon receipt of such notice, the Employee’s Authorization and Option
under the Plan shall terminate. If the Company does not receive such notice prior to the next Date of Exercise, the Employee’s Option shall be deemed to have been exercised the Employee’s estate on such Date of Exercise, and the Company
shall issue the shares of Stock purchased to the Employee’s estate and such shares shall be held in the custody of the Agent designated by the executor or administrator for the benefit of the estate. The Company shall make an entry on its books
and records indicating that the shares of Stock purchased in connection with such exercise (including any partial share) have been duly issued as of that date to such Employee’s estate. The executor of the Employee’s will or the
administrator of the Employee’s estate shall have the right at any time to request in writing a certificate or certificates for all or a portion of the whole shares of Stock purchased hereunder. Upon receipt of the administrator’s or the
executor’s written request for any such certificate, the Company shall, within ten (10) days after the date of such receipt, deliver any such certificate to the Employee’s estate. Nothing in this subsection (b) shall prohibit the sale or
other disposition by the Employee’s estate of shares of Stock purchased hereunder. In the event the Company is required to obtain authority from any commission or agency to issue any certificate or certificates for all or a portion of the whole
shares of Stock purchased hereunder, the Company shall seek to obtain such authority as soon as reasonably practicable. 

  
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	 	7.	Restriction upon Assignment 

 An Option granted under the Plan shall not be transferable other than by will or the laws of descent and distribution, and is exercisable during the Employee’s lifetime only by the Employee. Except
as provided in Section 6(b) hereof, an Option may not be exercised to any extent except by the Employee. The Company shall not recognize and shall be under no duty to recognize any assignment or alienation of the Employee’s interest in the
Plan, the Employee’s Option or any rights under the Employee’s Option. 
  

	 	8.	No Rights of Stockholders until Shares Issued 

 With respect to shares of Stock subject to an Option, an Employee shall not be deemed to be a stockholder of the Company, and the Employee shall not have any of the rights or privileges of a stockholder,
until such shares have been issued to the Employee or his or her nominee following exercise of the Employee’s Option. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash securities, or other property) or
distribution or other rights for which the record date occurs prior to the date of such issuance, except as otherwise expressly provided herein. 
  

	 	9.	Changes in the Stock and Corporate Events; Adjustment of Options. 


(a) Subject to Section 9(c), in the event that the Committee, in its sole discretion, determines that any dividend or other distribution
(whether in the form of cash, Stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Stock or other securities of the Company, issuance of warrants or other rights to purchase Stock or other
securities of the Company, or other similar corporate transaction or event, affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to an Option, then the Committee shall, in such manner as it may deem equitable, adjust any or all of: 
 (i) the number and kind of shares of Stock (or other securities or property) with respect to which Options may be granted (including, but not limited to, adjustments of the limitations in Sections 2 and 3
on the maximum number of shares of Stock which may be purchased), 
 (ii) the number and kind of shares of Stock
(or other securities or property) subject to outstanding Options, and 
 (iii) the Option Price with respect to
any Option. 
 (b) Subject to Section 9(c), in the event of any transaction or event described in Section 9(a) or any unusual or
nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations, or accounting principles, the Committee, in its sole
discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Option or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Employee’s request, is hereby
authorized to take any one or more of the following actions whenever the Committee determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the
Plan or with respect to any Option under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles: 

(i) To provide that all Options outstanding shall terminate without being exercised on such date as the Committee
determines in its sole discretion; 
 (ii) To provide that all Options outstanding shall be exercised prior to
the Date of Exercise of such Options on such date as the Committee determines in its sole discretion and such Options shall terminate immediately after such exercises. 

  
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 (iii) To provide for either the purchase of any Option outstanding
for an amount of cash equal to the amount that could have been obtained upon the exercise of such Option had such Option been currently exercisable, or the replacement of such Option with other rights or property selected by the Committee in its
sole discretion; 
 (iv) To provide that such Option be assumed by the successor or survivor corporation, or a
parent or subsidiary thereof, or shall be substituted for by similar options, covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and
prices; and 
 (v) To make adjustments in the number and type of shares of Stock (or other securities or
property) subject to outstanding Options, or in the terms and conditions of (outstanding Options, or Options which may be granted in the future. 
 (c) No adjustment or action described in this Section 9 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to fail to satisfy the
requirements of Section 423 of the Code. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 of the Securities and Exchange Act of 1934,
as amended, or violate the exemptive conditions of Rule 16b-3 unless the Committee determines that the Option is not to comply with such exemptive conditions. The number of shares of Common Stock subject to any Option shall always be rounded down to
the next whole number. 
 (d) The existence of the Plan and the Options granted hereunder shall not affect or restrict in any
way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of
the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Stock or the rights thereof of which are convertible into or
exchangeable for Stock, or the dissolution or liquidation of the company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 

 

	 	10.	Use of Funds; No Interest Paid 

 All funds received or held by the Company under the Plan shall be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate purpose. No interest
will be paid to any Employee or credited to any Employee’s Account with respect to such funds. 
  

	 	11.	Amendment, Suspension or Termination of the Plan 

 The Board may amend, suspend, or terminate the Plan at any time and from time to time, provided that approval by a vote of the holders of the outstanding shares of the Company’s capital stock
entitled to vote shall be required to amend the Plan to: (a) change the aggregate number of shares of Stock that may be sold pursuant to Options under the Plan under Section 2, (b) change the corporations or classes of corporations whose employees
may be granted Options under the Plan, or (c) change the Plan in any manner that would cause the Plan to no longer be an “employee stock purchase plan” within the meaning of Section 423(b) of the Code. 

 

	 	12.	Administration by Committee; Rules and Regulations. 

 (a) Appointment of Committee. The Plan shall be administered by the Committee, which shall be composed of not less than two members of the Board, each of whom shall be a “non-employee
director” within the meaning of Rule 16b-3 which has been adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Each member of the Committee shall serve for a term commencing on a date
specified by the Board and continuing until the member dies, resigns or is removed from office by the Board. The Committee at its option may utilize the services of an agent to assist in the administration of the Plan, including establishing and
maintaining an individual securities account under the Plan for each Employee. 

  
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 (b) Duties and Powers of Committee. It shall be the duty of the Committee to
conduct the general administration of the Plan in accordance with the provisions of the Plan. The Committee shall have the power to interpret the Plan and the terms of the Options and to adopt such rules for the administration, interpretation, and
application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan.

 (c) Majority Rule. The Committee shall act by a majority of its members in office. The Committee may act either by
vote at a meeting or by a memorandum or other written instrument signed by a majority of the Committee. 
 (d) Compensation;
Professional Assistance; Good Faith Actions. All expenses and liabilities incurred by members of the Committee in connection with the administration of the Plan shall be borne by the Company. The Committee may, with the approval of the Board,
employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and
all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Employees, the Company and all other interested persons. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or the Options, and all members of the Committee shall be fully protected by the Company in respect to any such action, determination, or interpretation. 

 

	 	13.	Designation of Subsidiary Corporations 

 The Board shall designate from among the Subsidiary Corporations, as determined from time to time, the Subsidiary Corporation or Subsidiary Corporations whose Employees shall be eligible to be granted
Options under the Plan. The Board may designate a Subsidiary Corporation, or terminate the designation of a Subsidiary Corporation, without the approval of the stockholders of the Company. 

 

	 	14.	No Rights as an Employee 

 Nothing in the Plan shall be construed to give any person (including any Eligible Employee) the right to remain in the employ of the Company, a Parent Corporation or a Subsidiary Corporation or to affect
the right of the Company, any Parent Corporation or any Subsidiary Corporation to terminate the employment of any person (including any Eligible Employee) at any time, with or without cause. 

 

	 	15.	Term; Approval by Stockholders 

 Subject to approval by the stockholders of the Company in accordance with this Section, the Plan shall be in effect until December 31, 2022, unless sooner terminated in accordance with Section 11. No
Option may be granted during any period of suspension of the Plan or after termination of the Plan. The Plan shall be submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the adoption of the Plan
by the Board. Options shall not be granted prior to such stockholder approval. 
  

	 	16.	Effect upon Other Plans 

 The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company, any Parent Corporation or any Subsidiary Corporation. Nothing in this Plan shall be construed
to limit the right of the Company, any Parent Corporation or any Subsidiary Corporation to: (a) establish any other forms of incentives or compensation for employees of the Company, any Parent Corporation or any Subsidiary Corporation or (b) grant
or assume options otherwise than under the Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any corporation, firm or association. 

  
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	 	17.	Conditions to Issuance of Stock Certificates 

 The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock purchased upon the exercise of Options prior to fulfillment of all the following conditions:

 (a) The admission of such shares to listing on all stock exchanges, if any, on which is then listed; and 

(b) The completion of any registration or other qualification of such shares under any state or federal law or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and 

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and 
 (d) The payment to the Company of all amounts which it is
required to withhold under federal, state or local law upon exercise of the Option; and 
 (e) The lapse of such reasonable
period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience. 
  

	 	18.	Notification of Disposition 

 Each Employee shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock purchased upon exercise of an Option if such disposition or transfer is made: (a) within
two (2) years from the Date of Grant of the Option, or (b) within one (1) year after the transfer of such shares of Stock to such Employee upon exercise of such Option. Such notice shall specify the date of such disposition or other transfer and the
amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Employee in such disposition or other transfer. 
  

	 	19.	Notices 


Any notice to be given under the terms of the Plan to the Company shall be addressed to the Company in care of its Secretary and any
notice to be given to any Employee shall be addressed to such Employee at such Employee’s last address as reflected in the Company’s records. By a notice given pursuant to this Section, either party may designate a different address for
notices to be given to it, him or her. Any notice which is required to be given to an Employee shall, if the Employee is then deceased, be given to the Employee’s personal representative if such representative has previously informed the
Company of his status and address by written notice under this Section. Any notice shall have been deemed duly given if enclosed in a properly sealed envelope or wrapper addressed as aforesaid at the time it is deposited (with postage prepaid) in a
post office or branch post office regularly maintained by the United States Postal Service. 
  

	 	20.	Headings 


Headings are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.

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 * * * * * * * 

I hereby certify that The Leap Wireless International, Inc. Amended and Restated Employee Stock Purchase Plan was adopted by the Board of
Directors of Leap Wireless International, Inc. on December 19, 2012. 
 Executed at San Diego, California
on this 19th day of December, 2012. 

 

	
	
	/s/ Robert J. Irving, Jr.
	 Robert J. Irving, Jr.

Secretary



 * * * * * * * 

I hereby certify that The Leap Wireless International, Inc. Amended and Restated Employee Stock Purchase Plan was approved by the
stockholders of Leap Wireless International, Inc. on                         , 2013. 

Executed at San Diego, California on this
                         day of         , 2013. 

 

	
	
	 
	 Robert J. Irving, Jr.

Secretary