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EXHIBIT
10.9.14
 (FIVE YEAR VESTING)
 LEAP WIRELESS INTERNATIONAL, INC.
 2004 STOCK OPTION, RESTRICTED STOCK
AND DEFERRED STOCK UNIT PLAN
 STOCK OPTION GRANT NOTICE AND NON-QUALIFIED
STOCK OPTION AGREEMENT
 Company Plan ( Holder Option Exhibit A Stock Option Agreement
 Holder:Grant Date:Exercise Price per Share:
    
    $per shareTotal Number of Shares Subject to
the Option:Expiration Date:Type of Option:
    
    This Option is a Non-Qualified Stock
Option and is not an incentive stock
option within the meaning of Section 422
of the Code.Vesting Schedule:
    
    The shares of Common Stock subject to
the Option (rounded down to the next
whole number of shares) shall vest and
become exercisable on the dates and in
the amounts indicated in Exhibit B to
this Grant Notice.
  LEAP WIRELESS INTERNATIONAL, INC.
    
    HOLDER:By:
    
    
    
    By:Print
Name:

    
    
Print Name:Title:
    
    
    
    Title:Address:

    10307 Pacific Center Court
    
    Address:San Diego, California 92121
 
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    CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. -1-




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EXHIBIT A
 TO STOCK OPTION GRANT NOTICE
 NON-QUALIFIED STOCK OPTION AGREEMENT
 Grant Notice Agreement Company Plan
 ARTICLE I
 GENERAL
 Defined Terms
 Incorporation of Terms of Plan
 ARTICLE II
 GRANT OF OPTION
 Grant of Option Grant Date
 Purchase Price
 ARTICLE III
 PERIOD OF EXERCISABILITY
 Commencement of Exercisability
 Exhibit B
 
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TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. -1-




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Duration of Exercisability Exhibit B
 Expiration of Option
   Exhibit B
  Exhibit B
 Disability
 ARTICLE IV
 EXERCISE OF OPTION
 Person Eligible to Exercise
 Partial Exercise
 
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TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
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Manner of Exercise
 Exhibit C
    provided,
   
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TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.




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Conditions to Issuance of Stock Certificates
      Rights as Stockholder
 
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ARTICLE V
 OTHER PROVISIONS
 Administration
 Option Not Transferable
    Restrictive Legends and Stop-Transfer Orders
 
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Shares to Be Reserved
 Notices
 Titles
 Governing Law; Severability
 Conformity to Securities Laws
 
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TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
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Amendments
 No Employment Rights
 Successors and Assigns
 
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TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
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EXHIBIT B
 TO STOCK OPTION GRANT NOTICE
 VESTING AND EXERCISABILITY PROVISIONS
 Exhibit B
 Time-Based Vesting
 Performance-Based Accelerated Vesting provided however
 Fiscal Year 2006
 2006 Net AddsThreshold

    
    Target

    
    Maximum[***]

    
    [***]

    
    [***]2006
    
    Threshold
    
    
    10
    %
    
    
    12.5
    %
    
    
    15
    %EBITDA
    
    
    [***](in thousands)Target
    
    
    12.5
    %
    
    
    20
    %
    
    
    22.5
    %[***]Maximum
    
    
    15
    %
    
    
    22.5
    %
    
    
    30
    %[***]
 
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    CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. - 1 -




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Fiscal Year 2007
 2007 Net AddsThreshold

    
    Target

    
    Maximum[***]

    
    [***]
    

    [***]2007
    
    Threshold
    
    
    10
    %
    
    
    12.5
    %
    
    
    15
    %EBITDA
    
    
    [***](in thousands)Target
    
    
    12.5
    %
    
    
    20
    %
    
    
    22.5
    %[***]Maximum
    
    
    15
    %
    
    
    22.5
    %
    
    
    30
    %[***]
  Fiscal Year 2008
 
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TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.




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2008 Net AddsThreshold

    
    Target
    

    Maximum[***]

    
    [***]

    
    [***]2008
    
    Threshold
    
    
    10
    %
    
    
    12.5
    %
    
    
    15
    %EBITDA
    
    
    [***](in thousands)Target
    
    
    12.5
    %
    
    
    20
    %
    
    
    22.5
    %[***]Maximum
    
    
    15
    %
    
    
    22.5
    %
    
    
    30
    %[***]
  Definition of EBITDA Exhibit B EBITDA
 Definition of Net Adds Exhibit B Net
Adds
 
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Adjustments for Future Changes in the Companys Business
 Accelerated Vesting Cumulative; Continued Service Condition
 Definition of Performance Vesting Effective Date Exhibit B Performance Vesting Effective Date
 Definition of Fiscal Year Exhibit B Fiscal Year
 Termination of Performance-Based Vesting
 
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TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.




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Change in Control Accelerated Vesting
 Change in Control
 Termination of Employment in the Event of a Change in Control
 Definitions of Cause and Good Reason Exhibit B Cause Good Reason Exhibit B
 Cause
 
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Good Reason
 
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Condition to Accelerated Vesting and Exercisability
 Limit on Vesting Exhibit B
 Confidentiality Exhibit B
 
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TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
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Attachment B-1
 Methodology for Linear Interpolation
 2005 Net AddsThreshold
    
    Target
    
    Maximum[***]
    
    [***]
    
[***]2005
EBITDA
    
    Threshold
    
    10%
    
    12.5%
    
    15%(in thousands)
    
    [***]Target
    
    12.5%
    
    20%
    
    22.5%[***]Maximum
    
    15%
    
    22.5%
    
    30%[***]
   
    
    2005 EBITDA: [***]
 
    
    2005 Net Adds: [***]
 Problem
 Solution:
 Payout Calculation: threshold target
 
    
    Payout = 16.25%
  
    
    2005 EBITDA: [***]
 
    
    2005 Net Adds: [***]
 Problem
 Solution:
 
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Payout Calculation: threshold target
 2005 Net AddsThreshold
    
    Target
    
    Maximum[***]
    
    [***]
    
    [***]Actual[***]
    
    11.25%
    
    16.25%
    
    18.75%2005
    
    (midpoint of[***]
    
    (midpoint of 10%
    
    (midpoint of 12.5%
    
    (midpoint of 15%EBITDA
    
    and[***])
    
    and 12.5%)
    
    and 20%)
    
    and 22.5%)
  
    
    Payout = 17.08%
 
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    CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




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EXHIBIT C
 TO STOCK OPTION GRANT NOTICE
 FORM OF EXERCISE NOTICE
 ( Holder  Shares Company  Option
Agreement
 Grant Date:Number of Shares as to which Option is Exercised:Exercise Price per Share:
    
    $Total Exercise Price:
    
    $Certificate to be issued in name of:Cash Payment delivered herewith:
    
    $ (Representing the full Exercise Price for the Shares, as well as any applicable withholding tax)
 Type of Option:
    
    The Option is a Non-Qualified Stock Option and is not an
incentive stock option within the meaning of Section 422 of
the Code.
 Representations of Holder
 Rights as Stockholder
 Tax Consultation
 Entire Agreement
 
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   CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. -1-




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ACCEPTED BY:
    
    SUBMITTED BYLEAP WIRELESS INTERNATIONAL,
    
    HOLDER:INC.By:
    
    
    
    By:Print Name:
    
    Print Name:Title:
    
    Address: