EXHIBIT
      10.1

    
 

    NEXTWAVE
      WIRELESS INC.

    2005
      STOCK INCENTIVE PLAN

     

    SECTION
      1. Purpose
      of the Plan.
      

     

    The
      NextWave Wireless Inc. 2005 Stock Incentive Plan (the “Plan”) is intended to
      promote the interests of NextWave Wireless Inc., a Delaware corporation (the
      “Company”), and
      its
      stockholders by encouraging officers, employees, non-employee directors and
      consultants of the
      Company and its Affiliates to acquire or increase their equity interests in
      the
      Company and to provide
      a
      means whereby they may develop a sense of proprietorship and personal
      involvement in
      the
      development and financial success of the Company, and to encourage them to
      remain with
      and
      devote their best efforts to the business of the Company thereby advancing
      the
      interests of the Company and its stockholders. The Board of Directors of the
      Company also contemplates that through the Plan, the Company and its Affiliates
      will be better able to attract and retain the services of individuals who are
      essential for the growth and profitability of the Company. The Plan provides
      for
      payment of various forms of incentive compensation and accordingly is not
intended
      to be a plan that is subject to the Employee Retirement Income Security Act
      of
      1974, as
      amended,
      and shall be administered accordingly.

     

    SECTION
      2. Definitions.
      

     

    As
      used
      in the Plan, the following terms shall have the meanings set forth
      below:

     

    “Affiliate”
      shall mean, with respect to any Person, any other Person that directly or
      indirectly through one or more intermediaries controls, is controlled by or
      is
      under common control with, the Person in question. As used herein, the term
      “control” means the possession, direct
      or
      indirect, of the power to direct or cause the direction of the management and
      policies of
      a
      Person, whether through ownership of voting securities, by contract or
      otherwise.

     

    “Award”
      shall mean any Option, Restricted Share, Performance Award, Phantom Share,
      Bonus
      Shares or Other Stock-Based Award.

     

    “Award
      Agreement” shall mean any written agreement, contract, or other instrument or
      document evidencing any Award, which may, but need not, be executed or
      acknowledged by a Participant.

     

    “Board”
      shall mean the Board of Directors of the Company.

     

    “Bonus
      Shares” shall mean an award of Shares granted pursuant to Section 6(d) of the
      Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Change
      in Control” shall mean the occurrence of any one of the following
      events:

     

    
      	 	
              (a)

            	
              any
                “person” (as defined in Section 3(a)(9) of the Exchange Act, and as
                modified in Section 13(d) and 14(d) of the Exchange Act) other than
                (A)
                the Company or any of its subsidiaries, (B) any employee benefit
                plan of
                the Company or any of its
                subsidiaries, (C) any Affiliate, (D) a company owned, directly or
                indirectly, by the
                stockholders of the Company in substantially the same proportions
                as their
                ownership
                of
                the Company, or (E) an underwriter temporarily holding securities
                pursuant
                to an offering of such securities (a “Person”), becomes the “beneficial
                owner” (as defined
                in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities
                of
                the Company representing more than 50% of the combined voting securities
                of the Company then outstanding;

            


    

     

    
      	 	
              (b)

            	
              the
                consummation of any merger, organization, business combination or
                consolidation of the Company or one of its subsidiaries with or into
                any
                other entity
                or organization; provided, however,
                that a merger, reorganization, business
                combination or consolidation which would result in the holders of
                the
                voting securities of the Company outstanding immediately prior thereto
                holding securities which represent immediately after such merger,
                reorganization, business combination or consolidation more than 50%
                of the
                combined voting power of the voting securities of the Company or
                the
                surviving company or the parent
                of such surviving company shall not be covered by this subparagraph
                (b);

            


    

     

    
      	 	
              (c)

            	
              the
                consummation of a sale, lease, transfer, conveyance or other disposition
                (including by merger or consolidation) by the Company in one or a
                series
                of related
                transactions, of all or substantially all of the Company’s assets, other
                than
                any such transaction if the holders of the voting securities of the
                Company outstanding immediately prior thereto hold securities immediately
                thereafter which represent more than 50% of the combined voting power
                of
                the voting securities of the acquiror, or parent of the acquiror,
                of such
                assets;

            


    

     

    
      	 	
              (d)

            	
              the
                Board of Directors of the Company approves a plan of complete liquidation
                or dissolution of the Company, except in connection with a transaction
                described in the proviso to subparagraph (b);
                or

            


    

     

    
      	 	
              (e)

            	
              individuals
                who, as of the Effective Date, constitute the Board (the “Incumbent
                Board”) cease for any reason to constitute at least a majority of the
                Board; provided, however, that any individual becoming a Director
                subsequent to the Effective Date whose election by the Board, was
                approved
                by a vote of at least a majority of the Directors then comprising
                the
                Incumbent Board shall be considered as though such individual were
                a
                Director of the Incumbent Board, but excluding, for this purpose,
                any such
                individual whose initial assumption of office occurs as a result
                of either
                (i) an actual or threatened election contest (as such terms are used
                in
                Rule 14A-11 of Regulation 14A promulgated under the Exchange
                Act) with respect to the election or removal of Directors or an actual
                or
                threatened solicitation of proxies or consents by or on behalf of
                a Person
                other than
                the Board or (ii) a plan or agreement to replace a majority of the
                Directors of
                the Board then comprising the Incumbent
                Board.

            


    

     

    
      
        
        

      

      
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    Solely
      with respect to any Award that is subject to Section 409A of the Code, this
      definition is intended
      to comply with the definition of change in control under Section 409A of the
      Code as in
      effect
      commencing January 1, 2005 and, to the extent that the above definition does
      not
      so comply, such definition shall be void and of no effect and, to the extent
      required to ensure that this definition complies with the requirements of
      Section 409A of the Code, the definition of such
      term
      set forth in regulations or other regulatory guidance issued under Section
      409A
      of the
      Code by
      the appropriate governmental authority is hereby incorporated by reference
      into
      and shall
      form part of this Plan as fully as if set forth herein verbatim and the Plan
      shall be operated in
      accordance with the above definition of Change in Control as modified to the
      extent necessary to
      ensure
      that the above definition complies with the definition prescribed in such
      regulations or
      other
      regulatory guidance insofar as the definition relates to any Award that is
      subject to Section 409A of the Code.

     

    “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to time,
      and
      the rules and regulations thereunder.

     

    “Committee”
      shall mean the compensation committee of the Board.

     

    “Company”
      shall mean NextWave Wireless Inc. or
      any
      successor thereto that assumes and continues the Plan.

     

    “Consultant”
      shall mean any individual, other than a Director or an Employee, who renders
      consulting services to the Company or an Affiliate for a fee.

     

    “Director”
      shall mean a member of the Board.

     

    “Effective
      Date” means the date that the Plan is adopted by the Board.

     

    “Employee”
      shall mean any employee of the Company or an Affiliate.

     

    “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended.

     

    “Fair
      Market Value” shall mean, with respect to Shares, the closing sales price on any
      national securities exchange of a Share as of the trading day immediately prior
      to the date of determination, or if the Shares are not listed on a national
      securities exchange, the average of the closing bid and closing ask prices
      quoted in the Over-The-Counter Market Summary immediately prior to the date
      of
      determination (or if there is no trading in the Shares on such date, the next
      preceding date on which there was trading) as reported in The Wall Street
      Journal (or other reporting service approved by the Committee), unless a
      different measure of Fair Market Value is determined by the Committee. In the
      event the Shares are not publicly traded at the time a determination of its
      fair
      market value is required to be made hereunder, the determination of fair market
      value shall be made in good faith by the Committee.

     

    “Liquidity
      Event” shall mean a Change in Control.

     

    “Option”
      shall mean an option granted under Section 6(a) of the Plan. Options granted
      under the Plan may constitute nonqualified stock options, but shall not
      constitute “incentive options” for purposes of Section 422 of the
      Code.

     

    
      
        
        

      

      
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    “Other
      Stock-Based Award” shall mean an award granted pursuant to Section 6(f) of the
      Plan that is not otherwise specifically provided for, the value of which is
      based in whole or in part upon the value of a Share.

     

    “Participant”
      shall mean any Employee, Director or Consultant granted an Award
      under
      the
      Plan.

     

    “Performance
      Award” shall mean any right granted under Section 6(c) of the Plan.

     

    “Performance
      Objectives” means the objectives, if any, established by the Committee
that
      are
      to be achieved with respect to an Award granted under this Plan, which may
      be
      described in
      terms
      of Company-wide objectives, in terms of objectives that are related to
      performance of a
      division, subsidiary, department or function within the Company or an Affiliate
      in which the Participant receiving the Award is employed or in individual or
      other terms, and which will relate to the period of time determined by the
      Committee. Which objectives to use with respect to
      an
      Award, the weighting of the objectives if more than one is used, and whether
      the
      objective
      is to be
      measured against a Company-established budget or target, an index or a peer
      group of companies, shall be determined by the Committee in its discretion
      at
      the time of grant of the Award.
      A
      Performance Objective need not be based on an increase or a positive result
      and
      may
      include,
      for example, maintaining the status quo or limiting economic
      losses.

     

    “Person”
      shall mean an individual or a corporation, limited liability company,
partnership,
      association, joint-stock company, trust, unincorporated organization, government
      or
      political subdivision thereof or other entity.

     

    “Phantom
      Share” shall mean an Award of the right to receive Shares issued at the end of a
      Restricted Period which is granted pursuant to Section 6(e) of the
      Plan.

     

    “Plan”
      means the plan described in Section 1 of the Plan and set forth in this
      document,
      as
      amended from time to time.

     

    “Restricted
      Period” shall mean any period established by the Committee with respect to an
      Award during which the Award remains subject to forfeiture, is not exercisable
      by the Participant, and/or remains subject to the occurrence of a Liquidity
      Event.

     

    “Restricted
      Share” shall mean any Share, prior to the lapse of restrictions thereon, granted
      under Sections 6(b) of the Plan.

     

    “SEC”
      shall mean the Securities and Exchange Commission, or any successor
      thereto.

     

    “Shares”
      shall mean shares of common stock of the Company, and such other securities
      or
      property as may become the subject of Awards under the Plan or into which Shares
      may be converted.

     

    
      
        
        

      

      
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    SECTION
      3. Administration.

     

    The
      Plan
      shall be administered by the Committee. A majority of the Committee shall
      constitute a quorum, and the acts of the members of the Committee who are
      present at any meeting thereof at which a quorum is present, or acts unanimously
      approved by the members of the Committee in writing, shall be the acts of the
      Committee. No member of the Committee shall
      vote or act upon any matter relating solely to himself. Grants of Awards to
      members of the
      Committee must be ratified by the Board.

     

    Subject
      to the terms of the Plan and applicable law, and in addition to other express
      powers and authorizations conferred on the Committee by the Plan, the Committee
      shall have full
      power and authority to: (i) designate Participants; (ii) determine the type
      or
      types of Awards
      to be
      granted to a Participant; (iii) determine the number of Shares to be covered
      by,
      or with respect to which payments, rights, or other matters are to be calculated
      in connection with, Awards; (iv) determine the terms and conditions of any
      Award; (v) determine whether, to what extent, and under what circumstances
      Awards may be settled or exercised in cash, Shares, other securities,
      other Awards or other property, or canceled, forfeited, or suspended and the
      method or
      methods
      by which Awards may be settled, exercised, canceled, forfeited, or suspended;
      (vi) determine whether, to what extent, and under what circumstances cash,
      Shares, other securities, other Awards, other property, and other amounts
      payable with respect to an Award shall
      be
      deferred either automatically or at the election of the holder thereof or of
      the
      Committee; (vii) interpret
      and administer the Plan and any instrument or agreement relating to an Award
      made under the Plan; (viii) establish, amend, suspend, or waive such rules
      and
      regulations and appoint such agents as it shall deem appropriate for the proper
      administration of the Plan; and (ix)
      make
      any other determination and take any other action that the Committee deems
      necessary
      or
      desirable for the administration of the Plan.

     

    Unless
      otherwise expressly provided in the Plan, all designations, determinations,
      interpretations, and other decisions under or with respect to the Plan or any
      Award shall be within the sole discretion of the Committee, may be made at
      any
      time and shall be final, conclusive,
      and binding upon all Persons, including the Company, any Affiliate, any
      Participant,
      any
      holder or beneficiary of any Award, any stockholder of the Company and any
      Employee, Director or Consultant. No Director or member of the Committee shall
      be liable for any action or
      determination made in good faith with respect to the Plan or any Award granted
      hereunder and
      the
      Directors and the members of the Committee shall be entitled to indemnification
      and reimbursement by the Company and its Affiliates in respect of any claim,
      loss, damage or expense (including legal fees) arising therefrom to the full
      extent permitted by law.

     

    SECTION
      4. Shares
      Available for Awards.
      

     

    
      	 	
              (a)

            	
              Shares
                Available.
                Subject to adjustment as provided in Section 4(c), the number of
                Shares
                with respect to which Awards may be granted under the Plan shall
                be 12.5
                million. In the event that any outstanding Award expires, is cancelled
                or
                otherwise terminated, any rights to acquire Shares allocable to the
                unexercised or unvested portion of such Award shall again be available
                for
                the purposes of the Plan.
                In the event that Shares issued under the Plan are reacquired by
                the
                Company
                pursuant to any forfeiture provision, such Shares shall again be
                available
                for the purposes
                of the Plan. In the event a Participant pays for any Award through
                the
                delivery of previously acquired Shares, the number of Shares available
                shall be increased by the number of Shares delivered by the
                Participant.

            


    

     

    
      
        
        

      

      
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              (b)

            	
              Sources
                of Shares Deliverable Under Awards.
                Any Shares delivered pursuant to an Award may only be authorized
                and
                unissued Shares and, unless permitted under Delaware law, may not
                be
                treasury Shares. No fractional Shares shall be issued under the Plan;
                payment for any fractional Shares shall be made in
                cash.

            


    

     

    
      	 	
              (c)

            	
              Adjustments.
                In
                the event that the Committee determines that any distribution (whether
                in
                the form of cash, Shares, other securities, or other property),
                recapitalization, stock split, reverse stock split, reorganization,
                merger, consolidation,
                split-up, spin-off, combination, repurchase, or exchange of Shares
                or other
                securities of the Company, issuance of warrants or other rights to
                purchase
                Shares or other securities of the Company, or other similar transaction
                or
                event affects the Shares such that an adjustment is determined by
                the
                Committee to be appropriate in order to prevent dilution or enlargement
                of
                the benefits or potential benefits
                intended to be made available under the Plan, then the Committee
                shall,
                in
                such manner as it may deem equitable, adjust any or all of (i) the
                number
                and type
                of Shares (or other securities or property) with respect to which
                Awards
                may
                be
                granted, (ii) the number and type of Shares (or other securities
                or
                property) subject
                to outstanding Awards, and (iii) the grant or exercise price with
                respect
                to
                any Award or, if deemed appropriate, make provision for a cash payment
                to
                the holder
                of an outstanding Award; provided,
                however,
                the Committee shall not take
                any action otherwise authorized under this subparagraph (c) to the
                extent
                that (i)
                such action would cause (A) the application of Section 409A or 162(m)
                of
                the Code
                to the Award or (B) create adverse tax consequences under Section
                409A
                or
                162(m) of the Code should either or both of those Code sections apply
                to
                the Award
                or (ii) except as permitted in Section 7(c), materially reduce the
                benefit
                to
                the Participant without the consent of the
                Participant.

            


    

     

    SECTION
      5. Eligibility.
      

     

    Any
      Employee, Director
      or Consultant
      shall
      be eligible to be designated a Participant
      and
      receive an Award under the Plan.

     

    SECTION
      6. Awards.
      

     

    
      	 	
              (a)

            	
              Options.
                Subject to the provisions of the Plan, the Committee shall have the
                authority to determine the Participants to whom Options shall be
                granted,
                the number
                of Shares to be covered by each Option, the purchase price therefor
                and
                the
                conditions and limitations applicable to the exercise of the Option,
                including the following terms and conditions and such additional
                terms and
                conditions (including Performance Objectives), as the Committee shall
                determine, that are not inconsistent with the provisions of the
                Plan.

            


    

     

    
      	 	
              (i)

            	
              Exercise
                Price.
                The purchase price per Share purchasable under an Option shall be
                determined by the Committee at the time the Option is granted,
                but
                shall not be less than 100% of the Fair Market Value per Share as
                of the
                date of determination.

            


    

     

    
      
        
        

      

      
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              (ii)

            	
              Time
                and Method of Exercise.
                The Committee shall determine the time or times
                at which an Option may be exercised in whole or in part (which
                may
                include the achievement of one or more Performance Objectives), and
                the
                method or methods by which, and the form or forms (which may include,
                without limitation, cash, check acceptable to the Company, Shares
                already
                owned for more than six months, outstanding Awards, other securities
                or
                other
                property, or any combination thereof, having a Fair Market Value
                on
                the exercise date equal to the relevant exercise price) in which
                payment
                of the exercise price with respect thereto may be
                made.

            


    

     

    
      	 	
              (iii)

            	
              Option
                Repricing.
                With approval of the Company’s stockholders, the Committee,
                in its absolute discretion, may grant to holders of
                outstanding
                Options, in exchange for the surrender and cancellation of such Options,
                new Options having exercise prices lower (or higher with any required
                consent) than the exercise price provided in the Options so surrendered
                and canceled and containing such other terms and conditions as the
                Committee may deem appropriate.

            


    

     

    
      	 	
              (b)

            	
              Restricted
                Shares.
                Subject to the provisions of the Plan, the Committee shall have the
                authority to determine the Participants to whom Restricted Shares
                shall be
                granted,
                the number of Restricted Shares to be granted to each such Participant,
                the
                duration of the Restricted Period during which, and the conditions,
                including Performance
                Objectives, if any, under which if not achieved, the Restricted
                Shares
                may be forfeited to the Company, and the other terms and conditions
                of
                such Awards. Unless subject to the achievement of Performance Objectives
                or a special
                determination is made by the Committee as to a shorter Restricted
                Period,
                the Restricted Period shall not be less than three
                years.

            


    

     

    
      	 	
              (i)

            	
              Share
                Distribution Right (“SDR”).
                To the extent provided by the Committee, in its discretion, a grant
                of
                Restricted Shares may provide that distributions made by the Company
                with
                respect to the Restricted Shares shall be subject to the same forfeiture
                and other restrictions as the Restricted
                Share and, if restricted, such distributions shall be held,
                without interest,
                until the Restricted Share vests or is forfeited with the SDR
                being
                paid or forfeited at the same time, as the case may be. Absent such
                a
                restriction on the SDRs in the Award agreement, SDRs shall be paid
                to the
                holder of the Restricted Share without
                restriction.

            


    

     

    
      	 	
              (ii)

            	
              Registration.
                Any Restricted Share may be evidenced in such manner as the Committee
                shall deem appropriate, including, without limitation, book-entry
                registration or issuance of a Share certificate or certificates.
                In the
                event any Share certificate is issued in respect of Restricted Share
                
                 

                (c)
granted
                under the Plan, such certificate shall be registered in the name
                of the
                Participant and shall bear an appropriate legend referring to the
                terms,
                conditions, and restrictions applicable to such Restricted
                Share.

            


    

     

    
      
        
        

      

      
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              (iii)

            	
              Forfeiture
                and Restrictions Lapse.
                Except as otherwise determined by the Committee or the terms of the
                Award
                that granted the Restricted Share, upon termination of a Participant’s
                employment (as determined under criteria established by the Committee)
                for
                any reason during the applicable Restricted Period, all Restricted
                Shares
                shall be forfeited by the Participant and reacquired by the Company.
                Unrestricted Shares, evidenced in such manner as the Committee shall
                deem
                appropriate, shall be issued to the holder of Restricted Shares promptly
                after the applicable restrictions have lapsed or otherwise been
                satisfied.

            


    

     

    
      	 	
              (iv)

            	
              Transfer
                Restrictions.
                During the Restricted Period, Restricted Shares will be subject to
                the
                limitations on transfer as provided in Section
                6(g)(iii).

            


    

     

    
      	 	
              (c)

            	
              Performance
                Awards.
                The Committee shall have the authority to determine the Participants
                who
                shall receive a Performance Award, which shall be denominated as
                a cash
                amount (e.g.,
                $100 per award unit) at the time of grant and confer on the Participant
                the right to receive payment of such Award, in whole or in part,
                upon the
                achievement of such Performance Objectives during such performance
                periods
                as the Committee shall establish with respect to the
                Award.

            


    

     

    
      	 	
              (i)

            	
              Terms
                and Conditions.
                Subject to the terms of the Plan and any applicable Award Agreement,
                the
                Committee shall determine the Performance Objectives to be achieved
                during
                any performance period, the length of any performance period, the
                amount
                of any Performance Award and the amount of any payment or transfer
                to be
                made pursuant to any Performance
                Award.

            


    

     

    
      	 	
              (ii)

            	
              Payment
                of Performance Awards.
                Performance Awards, to the extent earned,
                shall be paid (in cash and/or
                in Shares, in the sole discretion of the Committee)
                following the close of the performance period. Payment described
                in the immediately preceding sentence shall be made by the later
                of
                (i) the date that is 21⁄2
                months after the end of the Participant’s first taxable
                year in which the Performance
                Award is earned
                and payable
                under the
                Plan and
                (ii) the date that is 21⁄2
                months after the end of the Company’s first
                taxable year in which the Performance Award is earned
                and payable
                under the Plan, and such
                payment shall not be subject to any election
                by the
                Participant to defer the payment to a later
                period.

            


    

     

    
      	 	
              (iii)

            	
              General.
                Performance Objectives shall be designed to be objective and shall
                be substantially uncertain at the time of grant. The Committee
                may determine that such Performance
                Awards shall be granted and/or settled
                upon
                achievement of any one
                performance
                goal or that two or more of the performance
                goals must be achieved as a condition to the grant and/or settlement
                of such Performance Awards. Performance Objectives may differ among
                Performance Awards granted to any one Participant or for Performance
                Awards granted to different
                Participants.

            


    

     

    
      
        
        

      

      
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              (iv)

            	
              Performance
                Period Timing for Establishing Performance Goals.
                Achievement of Performance Objectives shall be measured over a performance
                period of not less than six months and not more than ten years, as
                specified by the Committee. Performance Objectives in the case of
                any
                Award granted to a Participant shall be established not later than
                90 days
                after the beginning of any performance period applicable to such
                Performance Awards, or at such other date as may be determined by
                the
                Committee.

            


    

     

    
      	 	
              (v)

            	
              Written
                Determinations.
                All determinations by the Committee as to the establishment
                of Performance Objectives, the amount of any Performance
                Award, and the achievement of Performance Objectives relating to
                Performance Awards shall be made in a written agreement or other
                document
                covering the Performance Award.

            


    

     

    
      	 	
              (d)

            	
              Bonus
                Shares.
                The Committee shall have the authority, in its discretion, to grant
                Bonus
                Shares to Participants. Each Bonus Share shall constitute a transfer
                of an
                unrestricted
                Share to the Participant, without other payment therefor, as
                additional compensation
                for the Participant’s services to the Company. Bonus Shares shall
                be
                in
                lieu of a cash bonus that otherwise would be
                granted.

            


    

     

    
      	 	
              (e)

            	
              Phantom
                Shares.
                The Committee shall have the authority to grant Awards of Phantom
                Shares
                to Participants upon such terms and conditions as the Committee may
                determine; provided, however, any such Award shall contain terms
                that
                are
                designed to avoid application of Section 409A of the Code to the
                Award or
                are designed to avoid adverse tax consequences under Section 409A
                of the
                Code should that Code section apply to the Award. Phantom Shares
                that are
                vested on the date of grant shall be in lieu of a cash bonus that
                otherwise would have been granted.

            


    

     

    
      	 	
              (i)

            	
              Terms
                and Conditions.
                Each Phantom Share Award shall constitute an agreement by the Company
                to
                issue or transfer a specified number of Shares or pay an amount of
                cash
                equal to a specified number of Shares, or a combination thereof to
                the
                Participant in the future, subject to the fulfillment during the
                Restricted Period or other period set by the Committee of such conditions,
                including Performance Objectives, if any, as the Committee may specify
                at
                the date of grant. During the Restricted Period, the Participant
                shall not
                have any rights of ownership in the Phantom Shares and shall not
                have any
                right to vote such Shares.

            


    

     

    
      	 	
              (ii)

            	
              Distributions.
                Any Phantom Shares Award may provide that an amount equal to any
                distributions made by the Company with respect to Shares during the
                Restricted Period be credited in a cash bookkeeping account (without
                interest) or that equivalent additional Phantom Shares be awarded,
                which
                account or Shares may be subject to the same restrictions as the
                underlying Award or such other restrictions as the Committee may
                determine. Notwithstanding any other provision of the Plan to the
                contrary, any award of distributions on Shares (described in the
                immediately preceding sentence) shall contain terms that (i) are
                designed
                to avoid application of Section 409A of the Code to the Award or
                (ii) are
                designed to avoid adverse tax consequences under Section 409A should
                that
                Code section apply.

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              Other
                Stock-Based Awards.
                The Committee may also grant to Participants an Other Stock-Based
                Award,
                which shall consist of a right which is an Award denominated or payable
                in, valued in whole or in part by reference to, or otherwise based
                on or
                related to, Shares as is deemed by the Committee to be consistent
                with the
                purposes of the Plan. Subject to the terms of the Plan, including
                the
                Performance Objectives, if any, applicable to such Award, the Committee
                shall determine the terms and conditions of any such Other Stock-Based
                Award. Notwithstanding any other provision of the Plan to the contrary,
                any Other Stock-Based Award granted under the Plan shall contain
                terms
                that (i) are designed to avoid application of Section 409A of the
                Code or
                (ii) are designed
                to avoid adverse tax consequences under Section 409A should that
                Code
                section apply to such Award.

            


    

     

    
      	 	
              (g)

            	
              General
                Provisions applicable to all Awards.
                

            


    

     

    
      	 	
              (i)

            	
              Awards
                May Be Granted Separately or Together.
                Awards may, in the discretion of the Committee, be granted either
                alone or
                in addition to, in tandem with, or in substitution for any other
                Award
                granted under the Plan or any award granted under any other plan
                of the
                Company or any Affiliate. No Award shall be issued in tandem with
                another
                Award if the tandem awards would result in adverse tax consequences
                under
                Section 409A of the Code. Awards granted in addition to or in tandem
                with
                other Awards or awards granted under any other plan of the Company
                or any
                Affiliate may be granted either at the same time as or at a different
                time
                from the grant of such other Awards or
                awards.

            


    

     

    
      	 	
              (ii)

            	
              Forms
                of Payment by Company Under Awards.
                Subject to the terms of the Plan and of any applicable Award Agreement,
                payments or transfers to be made by the Company or an Affiliate upon
                the
                grant, exercise or payment of an Award may be made in such form or
                forms
                as the Committee shall determine, including, without limitation,
                cash,
                Shares, other securities, other Awards or other property, or any
                combination thereof, and may be made in a single payment or transfer,
                in
                installments, or on a deferred basis, in each case in accordance
                with
                rules and procedures established by the Committee. Such rules and
                procedures may include, without limitation, provisions for the payment
                or
                crediting of reasonable interest on installment or deferred
                payments.

            


    

     

    
      	 	
              (iii)

            	
              Limits
                on Transfer of Awards.

            


    

     

    
      	 	
              (A)

            	
              Except
                as provided in (C) below, each Award, and each right under any Award,
                shall be exercisable only by the Participant during the Participant’s
                lifetime, or by the person to whom the Participant’s rights shall pass by
                will or the laws of descent and distribution. Notwithstanding anything
                in
                the Plan to the contrary, an Award of Options shall be transferable
                pursuant to a domestic relations
                order.

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (B)

            	
              Except
                as provided in (C) below, no Award and no right under any such Award
                may
                be assigned, alienated, pledged, attached, sold or otherwise transferred
                or encumbered by a Participant and any such purported assignment,
                alienation, pledge, attachment, sale, transfer or encumbrance shall
                be
                void and unenforceable against the Company or any
                Affiliate.

            


    

     

    
      	 	
              (C)

            	
              Notwithstanding
                anything in the Plan to the contrary, to the extent specifically
                provided
                by the Committee with respect to a grant, an Award of Options may
                be
                transferred to immediate family members or related family trusts,
                or
                similar entities on such terms and conditions as the Committee may
                establish.

            


    

     

    
      	 	
              (iv)

            	
              Term
                of Awards.
                The term of each Award shall be for such period as may be
                determined by
                the Committee;
                provided, that
                in no event shall the term of
                any Award exceed a period of 10 years from the date of its
                grant.

            


    

     

    
      	 	
              (v)

            	
              Stock
                Certificates.
                All certificates for Shares or other securities of the Company
                or any Affiliate delivered under the Plan pursuant to any
                Award
                or
                the exercise thereof shall be subject to such stop transfer orders
                and
                other
                restrictions as the Committee may deem advisable under the Plan
                or
                the rules, regulations, and other requirements of the SEC, any stock
                exchange upon which such Shares or other securities are then listed,
                and
                any applicable federal or state laws, and the Committee may cause
                a legend
                or legends to be put on any such certificates to make appropriate
                reference to such restrictions.

            


    

     

    
      	 	
              (vi)

            	
              Delivery
                of Shares or other Securities and Payment by Participant of
                Consideration.
                No Shares or other securities shall be delivered pursuant to any
                Award
                until payment in full of any amount required to be paid pursuant
                to the
                Plan or the applicable Award Agreement (including, without limitation,
                any
                exercise price, tax payment or tax withholding pursuant to Section
                9(b) of
                the Plan) is received by the Company. Such payment may be made by
                such
                method or methods and in such form or forms as the Committee shall
                determine, including, without limitation, cash, reduction of a current
                payment of compensation with the consent of the Participant, Shares,
                other
                securities, other Awards or other property, withholding
                of Shares, cashless exercise with simultaneous sale, or any combination
                thereof; provided that the combined value, as determined by the
                Committee, of all cash and cash equivalents and the Fair Market
                Value of
                any such Shares or other property so tendered to the Company, as
                of
                the date
                of such tender, is at least equal to the full amount required to
                be
                paid pursuant
                to the Plan or the applicable Award Agreement to the
                Company.

            


    

     

    
      	 	
              (vii)

            	
              Notwithstanding
                any other provision of the Plan to the contrary, any Award granted
                under
                the Plan shall contain terms that (i) are designed to avoid application
                of
                Section 409A of the Code to the Award or (ii) are designed to avoid
                adverse tax consequences under Section 409A of the Code should that
                Code
                Section apply to the Award.

            


    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

       

    

    SECTION
      7. Amendment
      and Termination.
      

     

    Except
      to
      the extent prohibited by applicable law and unless otherwise expressly provided
      in an Award Agreement or in the Plan:

     

    
      	 	
              (a)

            	
              Amendments
                to the Plan.
                The Board or the Committee may amend, alter, suspend, discontinue,
                or
                terminate the Plan without the consent of any Share holder, Participant,
                other holder or beneficiary of an Award, or other Person; provided,
                however, no such amendment may be made without Share holder approval
                to
                the extent that such approval is required by (i) applicable legal
                requirements or (ii) the requirements of any securities exchange
                or market
                on which the Shares are listed. Notwithstanding the foregoing, the
                Board
                or the Committee
                may amend the Plan in such manner as it deems necessary in order
                to
                permit Awards to meet the requirements of the Code or other applicable
                laws, or to prevent adverse tax consequences to the Company or the
                Participants.

            


    

     

    
      	 	
              (b)

            	
              Amendments
                to Awards.
                The Committee may waive any conditions or rights under, amend any
                terms
                of, or alter any Award theretofore granted, provided no change in
                any
                Award (i) shall (A) cause the application of Section 409A or 162(m)
                of the
                Code to the Award or (B) create adverse tax consequences under
                Section
                409A or 162(m) of the Code should either or both of those Code
                sections
                apply to the Award or (ii) except as provided in Section 7(c), shall
                materially reduce the benefit to Participant without the consent
                of such
                Participant.

            


    

     

    
      	 	
              (c)

            	
              Adjustment
                of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
                Events.
                Except as provided in Section 7(b), the Committee is hereby authorized
                to
                make adjustments in the terms and conditions of, and the criteria
                included
                in, Awards in recognition of unusual or nonrecurring events (including,
                without limitation, the events described in Section 4(c) of the Plan)
                affecting the Company, any Affiliate, or the financial statements
                of the
                Company or any Affiliate,
                or of changes in applicable laws, regulations, or accounting
                principles,
                whenever the Committee determines that such adjustments are appropriate
                in
                order
                to prevent dilution or enlargement of the benefits or potential benefits
                intended
                to be made available under the
                Plan.

            


    

     

    SECTION
      8. Adjustments
      Upon Changes in Shares/Change in Control.
      

     

    
      	 	
              (a)

            	
              If
                any change is made in the Shares subject to the Plan, or subject
                to any
                Award, without the receipt of consideration by the Company through
                merger,
                consolidation,
                reorganization, recapitalization, reincorporation, Share
                distribution,
                stock split, liquidating distribution, combination of Shares, exchange
                of
                Shares, change in corporate structure or other transaction not involving
                the receipt of consideration by the Company), the Plan will be
                appropriately adjusted in the class(es) and maximum number of Shares
                subject to the Plan pursuant to, and subject to the limits of, Section
                4(c) and the outstanding Awards will be appropriately
                adjusted in the class(es) and number of Shares and exercise price
                per
                Share subject to such outstanding Awards. Such adjustments shall
                be made
                by the Board or the Committee, the determination of which shall be
                final,
                binding and conclusive. (The conversion of any convertible securities
                of
                the Company shall not be treated as a “transaction not involving the
                receipt of consideration by the
                Company”.)

            


    

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              In
                the event of a Change in Control, (1) if the Company does not survive
                as
                an independent entity or organization (excluding as a subsidiary),
                the
                surviving entity or organization or an affiliate of such surviving
                entity
                or organization shall assume the Awards outstanding under the Plan
                or
                substitute similar awards (including
                an award to acquire the same consideration paid to the security
                holders
                of
                the Company in the transaction effecting the Change in Control) for
                those
                outstanding under the Plan, or (2) if the Company continues as an
                independent entity or organization (excluding as a subsidiary), such
                Awards shall continue in full force and effect. In addition, upon
                a Change
                in Control all Awards shall become
                fully vested immediately prior to the Change in Control. In the event
                of
                a
                Change in Control in which the Company does not survive as an independent
                entity or organization (excluding as a subsidiary), if any surviving
                entity or organization and its affiliates refuse to assume or continue
                the
                Awards, or to substitute similar awards for those outstanding under
                the
                Plan, then the Awards not exercised or paid prior to such event shall
                terminate on such event.

            


    

     

    SECTION
      9. General
      Provisions.
      

     

    
      	 	
              (a)

            	
              No
                Rights to Awards.
                No Employee, Director, Consultant or other Person shall have
                any claim to be granted any Award, and there is no obligation for
                uniformity of
                treatment of Employees, Directors, Consultants, or holders or
                beneficiaries of Awards. The terms and conditions of Awards need
                not be
                the same with respect to each
                recipient.

            


    

     

    
      	 	
              (b)

            	
              Withholding.
                The Company or any Affiliate is authorized to withhold at the minimum
                statutory rate from any Award, from any payment due or transfer made
                under
                any Award or under the Plan or from any compensation or other amount
                owing
                to a Participant the amount (in cash, Shares, other securities, Shares
                that would otherwise be issued pursuant to such Award, other Awards
                or
                other property) of any applicable federal, state or local taxes payable
                in
                respect of an Award, its exercise, the lapse of restrictions thereon,
                or
                any payment or transfer under an Award or under the Plan and to take
                such
                other action as may be necessary
                in the opinion of the Company to satisfy all obligations for the
                payment
                of
                such taxes. In addition, the Committee may provide, in an Award Agreement,
                that the Participant may direct the Company to satisfy such Participant’s
                tax obligation through the “constructive” tender of already-owned Shares
                or the withholding of Shares otherwise to be acquired upon the exercise
                or
                payment of such Award.

            


    

     

    
      	 	
              (c)

            	
              No
                Right to Employment.
                The grant of an Award shall not be construed as giving a Participant
                the
                right to be retained in the employ of the Company or any Affiliate.
                Further, the Company or an Affiliate may at any time dismiss a
                Participant
                from employment, free from any liability or any claim under the
                Plan,
                unless otherwise expressly provided in the Plan or in any Award
                Agreement.

            


    

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              Governing
                Law.
                The validity, construction, and effect of the Plan and any rules
                and
                regulations relating to the Plan shall be determined in accordance
                with
                the laws of the State of Delaware and applicable federal
                law.

            


    

     

    
      	 	
              (e)

            	
              Severability.
                If any provision of the Plan or any Award is or becomes or is deemed
                to be
                invalid, illegal, or unenforceable in any jurisdiction or as to any
                Person
                or Award, or would disqualify the Plan or any Award under any law
                deemed
                applicable by the Committee, such provision shall be construed or
                deemed
                amended to conform to the applicable laws, or if it cannot be construed
                or
                deemed amended without, in the determination of the Committee, materially
                altering
                the intent of the Plan or the Award, such provision shall be stricken
                as
                to
                such jurisdiction, Person or Award and the remainder of the Plan
                and any
                such Award shall remain in full force and
                effect.

            


    

     

    
      	 	
              (f)

            	
              Other
                Laws.
                The Committee may refuse to issue or transfer any Shares or other
                consideration under an Award if, acting in its sole discretion, it
                determines that the issuance of transfer or such Shares or such other
                consideration might violate any
                applicable law or regulation or entitle the Company to recover the
                same
                under Section
                16(b) of the Exchange Act, and any payment tendered to the Company
                by
                a
                Participant, other holder or beneficiary in connection with the exercise
                of such Award shall be promptly refunded to the relevant Participant,
                holder or beneficiary.

            


    

     

    
      	 	
              (g)

            	
              No
                Trust or Fund Created.
                Neither the Plan nor the Award shall create or be construed
                to create a trust or separate fund
                of any kind or a fiduciary relationship
                between
                the Company or any Affiliate and a Participant or any other Person.
                To
                the
                extent that
                any Person
                acquires a
                right to receive
                payments from
                the Company or
                any Affiliate pursuant to an Award, such right shall be no greater
                than
                the right
                of
                any general unsecured creditor of the Company or any
                Affiliate.

            


    

     

    
      	 	
              (h)

            	
              No
                Fractional Shares.
                No fractional Shares shall be issued or delivered pursuant to the
                Plan or
                any Award, and the Committee shall determine whether cash, other
                securities, or other property shall be paid or transferred in lieu
                of any
                fractional Shares or whether such fractional Shares or any rights
                thereto
                shall be canceled, terminated, or otherwise
                eliminated.

            


    

     

    
      	 	
              (i)

            	
              Securityholders’
                Agreement.
                The Committee may condition the grant, payment and/or exercise of
                any
                Award upon the Participant’s already being, or becoming subject
                to, an agreement between and among holders of securities in the
                Company
                covering, inter
                alia,
                the transferability of the Shares, rights of the Company to repurchase
                such Shares and such other matters as the Committee deems appropriate;
                provided, however, any such restrictions shall automatically lapse
                upon
                the Shares becoming readily tradeable on a national securities
                market.

            


    

     

    
      	 	
              (j)

            	
              Securities
                Laws Compliance.
                Unless the Shares have been registered under the Securities
                Act of 1933 (and, in the case of any Participant who may be deemed
                an
                affiliate of the Company for securities law purposes, such Shares
                have
                been registered under such Act for resale by such Participant), or
                the
                Company has determined that an exemption from registration is available,
                the Company may require prior to and as a condition of the exercise
                or
                payment of any Award that (i) the Participant desiring to exercise
                or
                receive payment such Award give the Company written notice thereof
                and
                that such notice may not be given by the Participant until 45 days
                thereafter (which time period may be waived by the Committee
                in its sole discretion) in order to allow the Company the opportunity
                to
                provide to such Participant any disclosure materials, or to make
                such
                filings, as may be required under federal and state securities laws
                and
                (ii) the Participant desiring to exercise or be paid such Award famish
                the
                Company with a written representation in a form prescribed by the
                Committee to the effect that such person
                is acquiring said Shares solely with a view to investment for his
                or her
                own account
                and not with a view to the resale or distribution of all or any part
                thereof,
                and that such person will not dispose of any of such Shares otherwise
                than
                in accordance with the provisions of Rule 144 under the Act unless
                and
                until either the Shares are registered under the Act or the Company
                is
                satisfied that an exemption from such registration is
                available.

            


    

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (k)

            	
              Headings.
                Headings are given to the Sections and subsections of the Plan solely
                as
                a convenience to facilitate reference. Such headings shall not be
                deemed
                in any
                way material or relevant to the construction or interpretation of
                the Plan
                or any
                provision thereof.

            


    

     

    
      	 	
              (l)

            	
              No
                Guarantee of Tax Consequences.
                None of the Board, the Company nor the Committee makes any commitment
                or
                guarantee that any federal, state or local tax treatment will apply
                or be
                available to any person participating or eligible to participate
                hereunder.

            


    

     

    SECTION
      10. Effective
      Date of the Plan.
      

     

    The
      Plan,
      formerly known as the NextWave LLC 2005 Units Plan, became effective on April
      13, 2005. The Plan was renamed and amended by the Committee in connection with
      the assumption of the Plan by NextWave Wireless Inc. on November 13,
      2006.

     

    SECTION
      11. Term
      of the Plan.
      

     

    No
      Award
      shall be granted under the Plan after the 10th anniversary of April 12, 2015
      and
      the Plan shall expire on that date unless earlier terminated
      pursuant
      to
      Section 7. However, unless otherwise expressly provided in the Plan or in an
      applicable Award
      Agreement, any Award granted prior to such expiration or termination, and the
      authority
      of the
      Board or the Committee to amend, alter, adjust, suspend, discontinue, or
      terminate any such Award or to waive any conditions or rights under such Award,
      shall extend beyond such expiration or termination date.

     

    
      
        
        

      

      
        -15-