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EXHIBIT 10.9.11
 LEAP WIRELESS INTERNATIONAL, INC.
2004 STOCK OPTION, RESTRICTED STOCK AND
DEFERRED STOCK UNIT PLAN
 RESTRICTED STOCK AWARD GRANT NOTICE AND
RESTRICTED STOCK AWARD AGREEMENT
 Company Plan Holder Shares Exhibit A Restricted Stock Agreement
 Holder:
    
    ALBIN F. MOSCHNERGrant Date:
    
    October 26, 2005Purchase Price per Share:
    
    $0.0001 per shareTotal
Number of Shares of Restricted Stock:
    
    5,000Vesting Schedule:
    
    The Shares shall be released from
the Companys Repurchase Option set forth in Section 3.1 of the
Restricted Stock Agreement on the dates and in the amounts indicated
in Exhibit B to this Grant Notice.
 Exhibit C
 LEAP WIRELESS INTERNATIONAL, INC.
    
    
    
    HOLDER:By: /s/ S. Douglas Hutcheson
            

    By: /s/ Albin F. MoschnerPrint
Name: 
S. Douglas Hutcheson
    
    
    
    Print Name: 
 Albin F. MoschnerTitle: President & CEO
    
    
    
    Title: Executive VP & Chief Marketing OfficerAddress:
    
    10307 Pacific Center Court
    
    
    
    Address:

    660 Northcroft CourtSan Diego, California 92121
    
    
    
    


Lake
Forest, IL 60045SPECIAL 5-YEAR
VESTING RESTRICTED STOCK AWARD (10/26/10)
 
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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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LEAP WIRELESS INTERNATIONAL, INC.
2004 STOCK OPTION, RESTRICTED STOCK AND
DEFERRED STOCK UNIT PLAN
 RESTRICTED STOCK AWARD GRANT NOTICE AND
RESTRICTED STOCK AWARD AGREEMENT
 Company Plan Holder Shares Exhibit A Restricted Stock Agreement
 Holder:
    
    ALBIN F. MOSCHNERGrant Date:
    
    October 26, 2005Purchase Price per Share:
    
    $0.0001 per shareTotal
Number of Shares of Restricted Stock:
    
    10,000Vesting Schedule:
    
    The Shares shall be released from
the Companys Repurchase Option set forth in Section 3.1 of the
Restricted Stock Agreement on the dates and in the amounts indicated
in Exhibit B to this Grant Notice.
 Exhibit C
 LEAP WIRELESS INTERNATIONAL, INC.
    
    
    
    HOLDER:By: /s/ S. Douglas Hutcheson
    
    
    
    By: /s/
Albin F. MoschnerPrint
Name: S. Douglas Hutcheson
    
    
    
    Print Name: Albin F. MoschnerTitle: 
President & CEO
    
    
    
    Title: Executive VP & Chief Marketing OfficerAddress:
    
    10307 Pacific Center Court
    
    
    
    Address:

    660 Northcroft CourtSan Diego, California 92121
    
    
    
    

    Lake Forest, IL 60045
 
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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 RESTRICTED STOCK AWARD GRANT NOTICE
 RESTRICTED
STOCK AWARD AGREEMENT
 Grant Notice Agreement Company Plan
 ARTICLE I
 GENERAL
 Defined Terms
 Incorporation of Terms of Plan
 ARTICLE II
 GRANT OF RESTRICTED STOCK
 Grant of Restricted Stock Grant Date Shares
 Purchase Price
 Issuance of Shares Issuance Date
 Conditions to Issuance of Stock Certificates
 
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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. -2-




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Rights as Stockholder provided, however,
 ARTICLE III
 RESTRICTIONS ON SHARES
 Repurchase Option
   -3-




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Repurchase Option Repurchase Price Aggregate Repurchase Price
 Release of Shares from Repurchase Restriction Exhibit B
 Unreleased Shares Unreleased Shares
 Restrictions on Transfer
 ARTICLE IV
 ESCROW OF SHARES
 
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. -4-




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Escrow of Shares Exhibit D Exhibit E Exhibit E provided, however,
 Transfer of Repurchased Shares
 No Liability for Actions in Connection with Escrow
 ARTICLE V
 OTHER PROVISIONS
 Adjustment for Stock Split
 
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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. -5-




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Taxes Exhibit F
  Limitations Applicable to Section 16 Persons
 Administration
 
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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. -6-




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Restrictive Legends and Stop-Transfer Orders
     Notices
 Titles
 Governing Law; Severability
 Conformity to Securities Laws
 
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. -7-




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Amendments
 No Employment Rights
 Successors and Assigns
 
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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. -8-




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EXHIBIT B
 TO RESTRICTED STOCK AWARD GRANT NOTICE
 VESTING PROVISIONS
 Exhibit B Exhibit B
 Time-Based Vesting
 Performance-Based Accelerated Vesting provided however
 Fiscal Year 2006
 2006 Net AddsThreshold
    
    Target
    
    Maximum2006
EBITDA (in thousands)
    
    
    
    
    
    [***]
    
    [***]
    
    [***]Threshold
    
    
    
    
    10
    %
    
    
    12.5
    %
    
    
    15
    %[***]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. B-1




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Fiscal Year 2007
 2007 Net AddsThreshold
    
    Target
    
    Maximum2007 EBITDA (in thousands)
    
    
    
    
    
    [***]
    
    [***]
    
    [***]Threshold
    
    
    
    
    10
    %
    
    
    12.5
    %
    
    
    15
    %[***]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. B-2




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Fiscal Year 2008
 2008 Net AddsThreshold
    
    Target
    
    Maximum2008 EBITDA (in thousands)
    
    
    
    [***]
    
    [***]
    
    [***]Threshold
    
    
    
    10%
    
    12.5%
    
    15%[***]Target
    
    
    
    12.5%
    
    20%
    
    22.5%[***]Maximum
    
    
    
    15%
    
    22.5%
    
    30%[***]
  Definition of EBITDA Exhibit B EBITDA
 
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Definition of Net Adds Exhibit B Net
Adds
 Adjustments for Future Changes in the Companys Business
 Release of Shares Cumulative; Continued Service Condition
 Definition of Fiscal Year Exhibit B Fiscal Year
 Definition of Performance Vesting Effective Date Exhibit B Performance Vesting Effective Date
 Termination of Performance-Based Vesting
 
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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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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 Release of Shares
 Limit on Release of Shares Exhibit B
 Confidentiality Exhibit B
 
 
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Attachment B-1
 Methodology for Linear Interpolation
 2005 Net AddsThreshold
    
    Target
    
    Maximum2005 EBITDA (in thousands)
    
    
    
    [***]
    
    [***]
    
    [***]Threshold
    
    
    
    10%
    
    12.5%
    
    15%[***]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: [***]
 
 
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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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Problem
 Solution:
 Payout Calculation: threshold target EBITDA-based
 2005 Net AddsThreshold
    
    Target
    
    Maximum2005 EBITDA
    
    
    
    [***]
    
    [***]
    
    [***]Actual
    
    
    
    11.25%
    
    16.25%
    
    18.75%[***]
    
    
    
    (midpoint of
    
    (midpoint of
    
    (midpoint of(midpoint of[***] and[***])
    
    
    
    10% and 12.5%)
    
    12.5% and 20%)
    
    15% 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 RESTRICTED STOCK AWARD GRANT NOTICE
 CONSENT OF SPOUSE
 
 Dated: ,Signature of Spouse
 
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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. C-1




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EXHIBIT D
 TO RESTRICTED STOCK AWARD GRANT NOTICE
 STOCK ASSIGNMENT
 
 
 Dated: ,[Name of Holder]
 INSTRUCTIONS:
 
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EXHIBIT E
 TO RESTRICTED STOCK AWARD GRANT NOTICE
 JOINT ESCROW INSTRUCTIONS
 
 
  Escrow Agent Company Holder Agreement
 Company
   
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FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. E-1




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TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
 E-3




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Very truly yours,LEAP WIRELESS INTERNATIONAL, INC.By:Name:Title:Address:

    10307 Pacific Center CourtSan Diego, California 92121HOLDER:Address:
 ESCROW AGENT:By:Secretary, Leap Wireless International, Inc.Address:

    10307 Pacific Center CourtSan 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.
 E-4




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EXHIBIT F
 TO RESTRICTED STOCK AWARD GRANT NOTICE
 FORM OF 83(B) ELECTION AND INSTRUCTIONS
 Please consult with your
personal tax advisor as to whether an election of this nature will be in your best interests in
light of your personal tax situation.
  1.
    
    Complete Section 83(b) election form (attached as Attachment 1) and make four (4)
copies of the signed election form. (Your spouse, if any, should sign Section 83(b) election
form as well.)
 2.
    
    Prepare the cover letter to the Internal Revenue Service (sample letter attached as
Attachment 2).
 3.
    
    Send the cover letter with the originally executed Section 83(b) election form and one (1)
copy via certified mail, return receipt requested to the Internal Revenue Service at the
address of the Internal Revenue Service where you file your personal tax returns. We suggest
that you have the package date-stamped at the post office. The post office will provide you
with a white certified receipt that includes a dated postmark. Enclose a self-addressed,
stamped envelope so that the Internal Revenue Service may return a date-stamped copy to you.
However, your postmarked receipt is your proof of having timely filed the Section 83(b)
election if you do not receive confirmation from the Internal Revenue Service.
 4.
    
    One (1) copy must be sent to Leap Wireless International, Inc. for its records and one (1)
copy must be attached to your federal income tax return for the applicable calendar year.
 5.
    
    Retain the Internal Revenue Service file stamped copy (when returned) for your records.
  
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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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ATTACHMENT 1 TO EXHIBIT F
 ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(B)
  1.
    
    The name, address and taxpayer identification number of the undersigned taxpayer are:
SSN:
The name, address and taxpayer identification number of the Taxpayers spouse are (complete
if applicable):SSN:
 2.
    
    Description of the property with respect to which the election is being made:(___) shares of Common Stock, par value $0.0001 per share, of the
Company.
 3.
    
    The date on which the property was transferred was . The taxable year to which
this election relates is calendar year 200_.
 4.
    
    Nature of restrictions to which the property is subject:The Shares are subject to repurchase at their original purchase price if unvested as of the
date of termination of employment, directorship or consultancy with the Company.
 5.
    
    The fair market value at the time of transfer (determined without regard to any lapse
restrictions, as defined in Treasury Regulation Section 1.83-3(a)) of the Shares was
$  per Share.
 6.
    
    The amount paid by the taxpayer for Shares was  per share.
 7.
    
    A copy of this statement has been furnished to the Company.
 
 
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REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
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Dated: , 200_
    
    Taxpayer Signature
 
 
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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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Dated: , 200_
    
    Spouses Signature
 Signature(s) Notarized by:
 
 
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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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ATTACHMENT 2 TO EXHIBIT F
 SAMPLE COVER LETTER TO INTERNAL REVENUE SERVICE
 
 VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED
 
 Re:
    
    Election under Section 83(b) of the Internal Revenue Code of 1986Taxpayer:Taxpayers Social Security Number:Taxpayers Spouse:Taxpayers Spouses Social Security Number:
   Very truly yours,
  cc: Leap Wireless International, Inc.
 
 
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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.