##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSIONWashington, D.C.
    20549
      FORM 10-K/A
 (Amendment
    No. 1)
      (Mark
    One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to
    .   Commission file number
    001-34865
 LEAP WIRELESS INTERNATIONAL,
    INC.
 (Exact Name of Registrant as
    Specified in its Charter)
  Delaware

33-0811062(State or Other Jurisdiction of
    Incorporation or Organization)

(I.R.S. Employer Identification
    No.)5887 Copley Drive, San Diego, CA(Address of Principal Executive
    Offices)

92111(Zip
    Code)   (858) 882-6000
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.0001 par value

The NASDAQ Stock Market, LLCPreferred Stock Purchase Rights   Securities registered pursuant to Section 12(g) of the
    Act:
 None.
  þ o
  o þ
  þ o
  Regulation S-T þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  þ o
 o o
  Rule 12b-2 o þ




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##### Table of Contents





EXPLANATORY
    NOTE
  Form 10-K Form 10-K),
  Form 10-K, Form 10-K/A Form 10-K Form 10-K
  Form 10-K
  
    Item 10 (Directors, Executive Officers and Corporate
    Governance);
    Item 11 (Executive Compensation);
    Item 12 (Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters);
    Item 13 (Certain Relationships and Related Transactions,
    and Director Independence);
    Item 14 (Principal Accounting Fees and Services); and
    Item 15 (Exhibits, Financial Statement Schedules).  Form 10-K Form 10-K, 2010 Form 10-K




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##### 



LEAP
    WIRELESS INTERNATIONAL, INC.
    ANNUAL REPORT ON
    FORM 10-K/A
    For the Year Ended December 31, 2010
    TABLE OF CONTENTS
   
 PagePART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


1Item 11.


Executive Compensation


5Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


32Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


35Item 14.


Principal Accounting Fees and Services


36PART IVItem 15.


Exhibits, Financial Statement Schedules


37EX-31.1EX-31.2EX-32   i




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance      and/or
  Name

Age

PositionS. Douglas Hutcheson


55


President, Chief Executive Officer and DirectorWalter Z. Berger


55


Executive Vice President and Chief Financial OfficerRaymond J. Roman


44


Executive Vice President and Chief Operating OfficerRobert A. Young


60


Executive Vice President, Field OperationsWilliam D. Ingram


54


Senior Vice President, StrategyRobert J. Irving, Jr.


55


Senior Vice President, General Counsel and SecretaryJeffrey E. Nachbor


46


Senior Vice President, Financial Operations and Chief Accounting
    OfficerLeonard C. Stephens


54


Senior Vice President, Human ResourcesMark H. Rachesky, M.D.


52


Chairman of the BoardJohn H. Chapple


58


DirectorJohn D. Harkey, Jr.


50


DirectorRonald J. Kramer


52


DirectorRobert V. LaPenta


65


DirectorWilliam A. Roper, Jr.


65


DirectorMichael B. Targoff


66


Director   S. Douglas Hutcheson
  Walter Z. Berger
 1




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Raymond J. Roman
  Robert A. Young
  William D. Ingram
  Robert J. Irving, Jr.
  Jeffrey E. Nachbor
  Leonard C. Stephens
 2




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14-year
  Mark H. Rachesky, M.D.
  John H. Chapple
  John D. Harkey, Jr.
  Ronald J. Kramer
 3




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Robert V. LaPenta
  William A. Roper, Jr.
  Michael B. Targoff
 4




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Board
    Independence and Standing Committees
      
    Our Audit Committee consists of Mr. Targoff (Chairman),
    Mr. LaPenta and Mr. Roper. Our Board has determined
    that each member of the Audit Committee qualifies as an
    audit committee financial expert.
    Our Compensation Committee consists of Mr. Chapple,
    Dr. Rachesky and Mr. Targoff.
    Our Nominating and Corporate Governance Committee consists of
    Dr. Rachesky (Chairman), Mr. Harkey and
    Mr. Kramer.  Section 16(a)
    Beneficial Ownership Reporting Compliance
  greater-than-ten-percent
  greater-than-ten-percent
  Code of
    Business Conduct and Ethics
  www.leapwireless.com.
  Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
      
    S. Douglas Hutcheson, our president and CEO;
    Walter Z. Berger, our executive vice president and CFO;
    Jeffrey E. Nachbor, our senior vice president, financial
    operations and chief accounting officer;
    William D. Ingram, our senior vice president, strategy; and
    Albin F. Moschner, our former executive vice president and chief
    operating officer.   5




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##### Table of Contents



Executive
    Summary
  Overview
    of Our Executive Compensation Program
        2010
    Financial and Operational Performance
  pay-in-advance
  year-over-year
  Fiscal
    Year 2010 Results
  
    New Customers We ended 2010 with
    approximately 5.52 million customers, up 11% from the
    number of customers we had at the end of 2009.
    Revenues We generated total revenues of
    $2,697 million and service revenues of $2,483 million
    during fiscal 2010, representing increases of 9% and 11%,
    respectively, over fiscal 2009.
    Adjusted OIBDA We produced
    $525.3 million of adjusted operating income before
    depreciation and amortization, or OIBDA, during fiscal 2010, an
    8% increase over fiscal 2009. We generated an operating loss of
    $450.7 million during fiscal 2010, reflecting
    $477.3 million of non-cash charges recorded in the third 6




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quarter, primarily related to impairment of the Companys
    goodwill as well as the write-off of certain
    previously-capitalized network expansion costs relating to
    network design, site acquisition and capitalized interest.  Significant
    2010 Business and Strategic Initiatives
  
    Nationwide Roaming and Wholesale Agreements We entered into agreements to provide our customers with
    unlimited nationwide voice, text and data roaming services, as
    well as a wholesale agreement to permit us to offer Cricket
    wireless services outside of our current network footprint.
    These arrangements enable us to offer enhanced Cricket products
    and services, continue to strengthen our growing retail presence
    in our existing markets and further expand our distribution
    nationwide.
    Significant New Product and Service Offerings In the second half of 2010, we significantly revised the
    features of a number of our Cricket product and service
    offerings, launching all-inclusive rate plans,
    eliminating certain late fees we previously charged customers
    and introducing smartphones and other new handsets
    and devices.
    Management Transition We began to reshape our
    management team to strengthen the Companys performance,
    facilitate execution of our new initiatives and better meet the
    needs of our customers, and this transition continued into 2011.
    In connection with this process, we made changes to our vice
    president and senior management teams, including hiring two new
    executive vice presidents. Ray Roman joined us as our executive
    vice president and chief operating officer, succeeding Al
    Moschner who retired in January 2011. In addition, Bob Young
    joined us as our executive vice president, field operations, and
    oversees three area presidents with responsibility for
    Crickets markets across the country.
    Completion of Other Strategic and Business
    Initiatives We completed a number of other
    significant new strategic and business initiatives to strengthen
    our competitive and financial position, including forming a
    joint venture with Pocket Communications to provide Cricket
    service in South Texas and acquiring full ownership and control
    of Cricket markets in greater Chicago, southern Wisconsin and
    Oregon. We also completed a $1.2 billion offering of senior
    notes, using the proceeds to repurchase and redeem
    $1.1 billion of existing senior notes, which reduced our
    annual interest costs by approximately $10 million and
    extended the maturity of this indebtedness to 2020. Finally, we
    announced the launch of Muve
    Musictm,

    an innovative unlimited music download service designed
    specifically for mobile handsets.  2010
    Compensation Programs and Decisions
    
    No Increase to Base Salaries Based on its
    review of the compensation levels of officers with similar
    positions at comparable companies, its assessment of the
    Companys financial and operational performance in 2009 and
    the recommendation of our CEO, the Compensation Committee did
    not increase 2010 base salaries for any of our executive
    officers, including for any of our named executive officers.
    Similarly, none of our executive officers received any increase
    to their base salary as part of the Compensation
    Committees recent review of executive compensation for
    2011.
    No Annual Cash Bonus Award for CEO and Below-Target Awards
    for Other Officers  Targeted amounts for 2010
    annual cash bonuses were unchanged from the prior year, again
    based upon the Compensation Committees determination that
    such targets were reasonable and appropriate when compared to
    target amounts at other companies. Based upon the Companys
    financial and operational performance in 2010, our CEO
    recommended that he not be awarded a cash bonus and he did not
    receive one. The other named executive officers generally
    received bonus awards in amounts well below their target bonus
    levels, except for Mr. Moschner who retired as our
    executive vice president and chief operating officer in January
    2011 and who did not receive a bonus award. Although the new
    initiatives we introduced in the second half of 2010 have led to
    improved financial and operational performance, including higher
    ARPU and lower churn, the Compensation Committee determined that
    our financial and operational performance for the full year was
    not sufficient to warrant payment of bonuses based on corporate
    performance. As a result, bonus amounts 7




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awarded to our named executive officers were generally based on
    their individual accomplishments in 2010, which included
    implementing the significant business and strategic initiatives
    discussed above.  
    Long-Term Equity Compensation Tied to Leap Stock
    Performance In order to further align employee
    and stockholder interests and provide additional retentive
    value, in the first quarter of 2010 the Compensation Committee
    granted the named executive officers long-term incentive
    compensation in the form of restricted stock awards. These
    awards were granted in part because the total compensation
    opportunity provided to our executive officers was generally
    below the 50th percentile of total compensation provided by
    those companies against which we measured our compensation,
    largely due to the amount and value of long-term incentive
    compensation awards then held by our executive officers.
    Approximately 70% of the new restricted stock awards consisted
    of performance-vested restricted shares, which vest in annual
    installments over four years, provided, however, that each
    annual vesting occurs only if the average closing price for Leap
    common stock is at or above the closing price on the date such
    shares were originally issued ($15.75) for the
    30-calendar
    day period preceding the annual vesting date or for a subsequent
    30-day period. This additional stock performance condition
    represents a departure from the vesting terms generally
    applicable to prior awards and was intended to tie any future
    compensation benefit to be received with respect to these awards
    to the performance of our stock, thus further aligning
    managements interests with those of our stockholders.
    Other Benefits During 2010, the named
    executive officers were also eligible to receive other elements
    of compensation, including health, welfare and financial
    planning benefits, as described below under Elements of
    Executive Compensation  Other Benefits. In
    keeping with the Compensation Committees philosophy on
    these other forms of compensation, these arrangements were
    limited in scope and amount.    Compensation
    Philosophy and Objectives
      
    Using total compensation to recognize each individual
    officers scope of responsibility within the organization,
    experience, performance and overall contributions to our company.
    Providing incentives to accomplish significant strategic,
    financial and individual performance by linking incentive award
    opportunities to achievement in these areas.
    Using external compensation data from similarly-sized
    telecommunications and technology companies as part of our due
    diligence in determining base salary, target bonus amounts and
    long-term incentive compensation for individual officers at Leap.
    Using long-term equity-based compensation (generally restricted
    stock and stock options) to align employee and stockholder
    interests, as well as to attract, motivate and retain employees
    and enable them to share in our long-term success.  Procedures
    for Determining Compensation Awards
  The
    Compensation Committee
   8




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Comparison
    of Compensation to Market Data
  and/or
  Compensation
    Determination Process
   9




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Elements
    of Executive Compensation
    Base
    Salary
     10




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Annual
    Performance Bonus
    Determination
    of Target Amounts
      Determination
    of Actual Bonus Amounts
      2010
    Performance Bonus Awards
     11




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Long-Term
    Incentive Compensation
         12




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and/or
    2010
    Long-Term Equity Incentive Awards
      Change-in-Control
  Other
    Benefits
     13




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Policy on
    Deductibility of Executive Officer Compensation
      Risk
    Assessment of Compensation Program
       14




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Summary
    Compensation
    Non-EquityIncentive Plan

Stock

Option

All OtherName and Principal Position

Year

Salary(1)

Bonus(2)

Compensation(3)

Awards(4)

Awards(5)

Compensation(6)

TotalS. Douglas Hutcheson


2010


$
750,000










$
2,205,000






$
71,292


$
3,026,292President, CEO and


2009


$
743,699


$
355,000






$
1,648,500






$
63,016


$
2,810,215Director


2008


$
647,609


$
332,960


$
412,850


$
2,451,495


$
2,410,240


$
29,666


$
6,284,820Walter Z. Berger(7)


2010


$
530,000


$
156,000






$
945,000






$
48,447


$
1,679,447Executive Vice


2009


$
530,000


$
270,000














$
60,449


$
860,449President and CFO


2008


$
278,795


$
174,145


$
141,800


$
2,255,846


$
2,555,490


$
6,252


$
5,412,328Jeffrey E. Nachbor(8)


2010


$
327,264


$
230,857


$
58,487


$
315,000






$
47,469


$
979,077Senior Vice President,


2009


$
327,122


$
50,000


$
122,318










$
50,175


$
549,615Financial Operations


2008


$
226,434


$
161,421


$
149,539


$
1,081,598


$
2,532,354


$
19,194


$
4,170,540and Chief Accounting OfficerWilliam D. Ingram(9)


2010


$
299,974


$
73,746






$
472,500






$
29,498


$
875,718Senior Vice President,


2009


$
299,974


$
130,000






$
329,700






$
17,303


$
776,977Strategy


2008


$
299,507


$
94,885


$
124,360


$
561,599






$
9,948


$
1,090,299Albin F. Moschner(10)


2010


$
500,000


$
30,000






$
945,000






$
26,409


$
1,501,409Former Executive Vice


2009


$
500,000


$
220,000






$
824,250






$
35,328


$
1,579,578President and COO


2008


$
444,022


$
148,600


$
242,500


$
2,196,595


$
916,660


$
40,626


$
3,989,003     (1)
    
    Represents base salary rate for the applicable year, prorated
    for any approved changes in base salary during the applicable
    year. Previously reported base salary amounts for 2009 and 2008
    have been conformed to reflect this method of presentation.(2)
    
    Except as otherwise indicated in the footnotes below, represents
    aggregate cash bonuses awarded to our named executive officers
    in recognition of their individual performance for the
    applicable year.(3)
    
    Represents aggregate cash bonuses awarded to our named executive
    officers in recognition of our corporate performance for the
    applicable year.(4)
    
    Represents full grant date fair value for 2010, 2009 or 2008 of
    restricted stock awards granted to our named executive officers,
    computed in accordance with Financial Accounting Standards Board
    (FASB) Accounting Standards Codification
    (ASC) Topic 718, Stock Compensation. For information
    regarding assumptions made in connection with this valuation,
    please see Note 12 to our consolidated financial statements
    found in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2010.(5)
    
    Represents full grant date fair value for 2010, 2009 or 2008 of
    options to purchase Leap common stock granted to our named
    executive officers, computed in accordance with FASB ASC Topic
    718, Stock Compensation. For information regarding assumptions
    made in connection with this valuation, please see Note 12
    to our consolidated financial statements found in our Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2010. 15




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(6)
    
    Includes the other compensation set forth in the table below:  Matching

Executive

Financial

Housing and

Sick401(k)

Benefits

Planning

Other Living

Leave/Vacation

Total OtherName

Year

Contributions

Payments

Services

Expenses

Payout

CompensationS. Douglas Hutcheson


2010


$
8,250


$
9,541


$
30,424






$
23,077


$
71,2922009


$
7,350


$
17,860


$
11,845






$
25,961


$
63,0162008


$
6,900


$
10,266










$
12,500


$
29,666Walter Z. Berger


2010


$
8,250


$
30,005










$
10,192


$
48,4472009


$
4,491


$
8,978


$
36,788






$
10,192


$
60,4492008


$
851


$
300










$
5,101


$
6,252Jeffrey E. Nachbor


2010


$
8,250


$
6,719


$
23,689






$
8,811


$
47,4692009


$
7,350


$
9,838


$
25,435






$
7,552


$
50,1752008






$
836


$
14,267






$
4,091


$
19,194William D. Ingram


2010


$
4,984


$
9,010


$
9,735






$
5,769


$
29,4982009


$
5,020


$
3,043


$
4,625






$
4,615


$
17,3032008


$
4,750


$
540










$
4,658


$
9,948Albin F. Moschner


2010


$
8,250


$
4,210






$
4,334


$
9,615


$
26,4092009


$
7,350


$
7,971






$
10,392


$
9,615


$
35,3282008


$
6,899


$
12,606






$
11,506


$
9,615


$
40,626   The Companys policy is for its employees to use commercial
    airline travel to the greatest possible extent. To the extent
    that an employees spouse were to accompany him or her on
    any flight, the employee would pay for the costs of any such
    companion travel. In certain limited instances, circumstances
    have required the Companys officers to use chartered
    airline travel. Mr. Hutchesons spouse accompanied him
    on one chartered business flight in 2008 and
    Mr. Moschners spouse accompanied him on one chartered
    business flight in 2009. Because the flights were directly
    related to the performance of their duties and their spouses
    used unoccupied seats on the flights, we did not incur any
    incremental cost in connection with their travel and did not
    report any compensation related to the flights.(7)
    
    Mr. Berger joined us as our executive vice president and
    CFO in June 2008 and his compensation for 2008 is for the
    partial year. His bonus amount for 2008 includes a $103,545
    sign-on and relocation bonus paid in connection with his joining
    us. In addition, his bonus amounts for 2009 and 2010 each
    include a $50,000 retention bonus we agreed to pay him upon the
    completion of each of his first, second and third years of
    employment.(8)
    
    Mr. Nachbor joined us as our senior vice president,
    financial operations in April 2008 and his compensation for 2008
    is for the partial year. His bonus amounts for 2009 and 2010
    each include a $50,000 retention bonus we agreed to pay him upon
    the completion of each of his first, second and third years of
    employment. In addition, his bonus amount for 2010 includes a
    $63,171 relocation bonus.(9)
    
    Mr. Ingram joined us as our senior vice president,
    financial operations and strategy in February 2008 and was later
    appointed senior vice president, strategy in April 2008. Prior
    to joining us as an employee, he served as a consultant to us
    beginning August 2007 and his base salary for 2008 reflects
    compensation that he received as a consultant in January and
    February 2008. Mr. Ingrams bonus amount for 2008
    includes a $25,000 sign-on bonus paid in connection with his
    joining us as an employee. His bonus amounts for 2009 and 2010
    each include a $25,000 retention bonus we agreed to pay him upon
    the completion of each of his first, second and third years of
    employment.  (10)
    
    Mr. Moschner retired as our executive vice president and
    chief operating officer, effective January 31, 2011. His
    bonus amount for 2010 represents a discretionary bonus paid to
    him in February 2010. 16




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2010
    Grants of Plan-Based Awards
    Stock

Grant DateAwards:

Fair ValueNumber of

of StockShares of

and OptionGrant

Approval

Stock

AwardsName

Date

Date(1)

(#)(2)

(3)S. Douglas Hutcheson


3/15/10



3/4/10



100,000


$
1,575,000Performance-vested restricted stock


3/15/10



3/4/10



40,000


$
630,000Time-vested restricted stockWalter Z. Berger


3/15/10



3/4/10



40,000


$
630,000Performance-vested restricted stock


3/15/10



3/4/10



20,000


$
315,000Time-vested restricted stockJeffrey E. Nachbor


3/15/10



3/3/10



20,000


$
315,000Time-vested restricted stockWilliam D. Ingram


3/15/10



3/4/10



20,000


$
315,000Performance-vested restricted stock


3/15/10



3/4/10



10,000


$
157,500Time-vested restricted stockAlbin F. Moschner


3/15/10



3/4/10



40,000


$
630,000Performance-vested restricted stock


3/15/10



3/4/10



20,000


$
315,000Time-vested restricted stock     (1)
    
    The grants of restricted stock were approved by the Compensation
    Committee on the dates indicated below and were granted on
    March 15, 2010 pursuant to our equity grant guidelines.(2)
    
    The performance-vested restricted stock awards vest in 20%
    increments on the first, second and third anniversaries of the
    date of grant and 40% on the fourth anniversary of the date of
    grant. However, in order for an installment of shares to vest on
    the dates described above, the average of the closing prices of
    the Companys common stock for the prior 30-calendar day
    period must be greater than $15.75, the closing price of the
    Companys common stock on March 15, 2010 when the
    award was originally granted; otherwise, the installment of
    shares will remain unvested until the average of the closing
    prices of the Companys common stock for any subsequent
    30-calendar day period is greater than such amount.The time-vested restricted stock vests as follows: 25% of the
    award vests on the second and third anniversaries of the date of
    grant and 50% of the award vests on the fourth anniversary of
    the date of grant.Each award is also subject to certain accelerated vesting upon a
    termination of the named executive officers employment by
    us without cause or by the executive for good reason within
    90 days prior to or 12 months following a change in
    control, as described under  Severance,
    Retention and
    Change-in-Control
    Arrangements 
    Change-in-Control
    Vesting of Stock Options and Restricted Stock below.(3)
    
    Represents the full grant date fair value of each individual
    equity award (on a
    grant-by-grant
    basis) as computed in accordance with FASB ASC Topic 718, Stock
    Compensation. For information regarding assumptions made in
    connection with this valuation, please see Note 12 to our
    consolidated financial statements found in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2010.  Discussion
    of Summary Compensation and Grants of Plan-Based Awards
    Tables
   17




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Amended
    and Restated Executive Employment Agreement with S. Douglas
    Hutcheson
        gross-up gross-up gross-up
    2004
    Stock Option, Restricted Stock and Deferred Stock Unit
    Plan
   18




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2009
    Employment Inducement Equity Incentive Plan
      change-in-control change-in-control
 19




---



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The
    Leap Wireless International, Inc. Executive Incentive Bonus
    Plan
             20




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Employee
    Stock Purchase Plan
             21




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Outstanding
    Equity Awards At Fiscal Year-End
    Option Awards

Stock AwardsNumber of

Market ValueNumber of Securities





Shares or Units

of Shares orUnderlying

Option

Option

of Stock That

Units of StockUnexercised Options (#)

Exercise

Expiration

Have Not

That HaveName

Exercisable

Unexercisable(1)

Price

Date

Vested (#)(1)

Not Vested(2)S. Douglas Hutcheson


68,085






$
26.55



01/05/2015



37,500


$
459,75075,901






$
26.35



02/24/2015



50,000


$
613,000116,000






$
60.62



12/20/2016



40,000


$
490,40050,000



50,000


$
51.50



03/25/2018



100,000
(3)

$
1,226,000Walter Z. Berger


25,000



75,000
(4)

$
50.13



06/23/2018



38,750
(4)

$
475,075















20,000


$
245,200















40,000
(3)

$
490,400Jeffrey E. Nachbor


11,730



73,270
(5)

$
54.08



05/12/2018



17,240
(5)

$
211,362















20,000


$
245,200William D. Ingram


8,970



56,030
(5)

$
79.00



09/19/2017



12,930
(5)

$
158,52211,250



3,750


$
51.51



12/22/2017



3,750


$
45,975















11,250


$
137,925















10,000


$
122,600















10,000


$
122,600















20,000
(3)

$
245,200Albin F. Moschner


120,160






$
26.55



01/31/2015



22,500


$
275,85040,000






$
34.37



10/26/2015



15,000


$
183,90030,000






$
60.62



12/20/2016



25,000


$
306,5009,000



9,000


$
51.51



02/29/2018



20,000


$
245,20012,500



12,500


$
45.69



08/06/2018



40,000
(3)

$
490,400     (1)
    
    Except as otherwise set forth in the table, represents our
    standard form of stock option or restricted stock award for new
    hires and for additional grants to individuals with existing
    equity awards. Each stock option vests in four equal annual
    installments on each of the first four anniversaries of the date
    of grant. For each restricted stock award, 25% of the award
    vests on the second and third anniversary of the date of grant
    and 50% of the award vests on the fourth anniversary of the date
    of grant. Each award is also subject to certain accelerated
    vesting upon a termination of the named executive officers
    employment by us without cause or by the executive for good
    reason within 90 days prior to or 12 months following
    a change in control, as described under
     Severance, Retention and
    Change-in-Control
    Arrangements 
    Change-in-Control
    Vesting of Stock Options and Restricted Stock below.(2)
    
    Computed by multiplying the closing market price of Leap common
    stock on December 31, 2010 ($12.26) by the number of shares
    subject to such stock award.(3)
    
    The performance-vested restricted stock awards vest in 20%
    increments on the first, second and third anniversaries of the
    date of grant and 40% on the fourth anniversary of the date of
    grant. However, in order for an installment of shares to vest on
    the dates described above, the average of the closing prices of
    the Companys common stock for the prior 30-calendar day
    period must be greater than $15.75, the closing price of the
    Companys common stock on March 15, 2010 when the
    award was originally granted; otherwise, the installment of
    shares will remain unvested until the average of the closing
    prices of the Companys common stock for any subsequent
    30-calendar day period is greater than such amount. As of
    April 15, 2011, no portion of the awards had vested. Each
    award is also subject to certain accelerated vesting upon a
    termination of the named executive officers employment by
    us without cause or by the executive for good reason within
    90 days prior to or 12 months following a change in
    control, as described under  Severance,
    Retention and
    Change-in-Control
    Arrangements 
    Change-in-Control
    Vesting of Stock Options and Restricted Stock below. 22




---



##### Table of Contents



(4)
    
    50,000 of the stock options granted vest in four equal annual
    installments on each of the first four anniversaries of the date
    of grant, and the remaining 50,000 options vest in two equal
    annual installments, with 50% of the options vesting on the
    third anniversary of the date of grant and 50% of the options
    vesting on the fourth anniversary of the date of grant. With
    respect to the restricted stock award, 25,000 of the shares vest
    over a four-year period, with 25% of the award vesting on the
    second and third anniversaries of the date of grant and 50% on
    the fourth anniversary of the date of grant. For the remaining
    20,000 shares subject to the restricted stock award, 50% of
    the shares vest on the third and fourth anniversaries of the
    date of grant. Each award is also subject to certain accelerated
    vesting upon a termination of Mr. Bergers employment
    by us without cause or by the executive for good reason within
    90 days prior to or 12 months following a change in
    control, as described under  Severance,
    Retention and
    Change-in-Control
    Arrangements 
    Change-in-Control
    Vesting of Stock Options and Restricted Stock below.(5)
    
    Represents our standard form of stock option or restricted stock
    award for new equity grants to new hires between January 2007
    and May 2008. The award vests on the fifth anniversary of the
    date of grant, subject to performance-based accelerated vesting
    in increments ranging from 10% to 30% of the applicable award
    per year if Leap met certain performance targets for our
    adjusted earnings before interest, taxes, depreciation and
    amortization, or EBITDA and net customer additions for fiscal
    2008, 2009 and 2010.Based upon adjusted EBITDA and net customer additions achieved
    by Leap in fiscal 2008, approximately 13.8% of the shares
    underlying the applicable awards vested on an accelerated basis.
    For 2008, the performance targets to entitle 20% of the shares
    underlying the awards to vest on an accelerated basis were:
    (a) approximately $425 million of adjusted EBITDA; and
    (ii) 986,000 net customer additions; and the threshold
    levels, below which no accelerated performance-based vesting
    would occur, were: (i) approximately 94% of the adjusted
    EBITDA target; and (b) approximately 90% of the net
    customer additions target.Based upon adjusted EBITDA and net customer additions achieved
    by Leap in fiscal 2009, there was no additional accelerated
    vesting for any portion of our stock options and restricted
    stock. For fiscal 2009, the performance targets to entitle 20%
    of the shares underlying the awards to vest on an accelerated
    basis were: (a) approximately $680 million of adjusted
    EBITDA; and (ii) 2,316,600 net customer additions; and
    the threshold levels, below which no accelerated
    performance-based vesting would occur, were:
    (i) approximately 80% of the adjusted EBITDA target; and
    (b) approximately 92% of the net customer additions target.Based upon adjusted EBITDA and net customer additions achieved
    by Leap in fiscal 2010, there was no additional accelerated
    vesting for any portion of our stock options and restricted
    stock. For fiscal 2010, the performance targets to entitle 20%
    of the shares underlying the awards to vest on an accelerated
    basis were: (a) approximately $1,447 million of
    adjusted EBITDA; and (ii) 1,466,400 net customer
    additions; and the threshold levels, below which no accelerated
    performance-based vesting would occur, were:
    (i) approximately 85% of the adjusted EBITDA target; and
    (b) approximately 91% of the net customer additions target.The award is also subject to certain accelerated vesting upon a
    change in control, or a termination of the named executive
    officers employment by us without cause or by the
    executive for good reason within 90 days prior to or
    12 months following a change in control, as described under
     Severance, Retention and
    Change-in-Control
    Arrangements 
    Change-in-Control
    Vesting of Stock Options and Restricted Stock below. 23




---



##### Table of Contents



2010
    Stock Vested
    Stock AwardsNumber of SharesAcquired on

Value Realized onName

Vesting (#)

Vesting(1)S. Douglas Hutcheson


25,000


$
357,373Walter Z. Berger


6,250


$
89,437Jeffrey E. Nachbor






William D. Ingram


5,625


$
77,118Albin F. Moschner


29,500


$
351,392     (1)
    
    The value realized upon vesting of a restricted stock award is
    calculated based on the number of shares vesting multiplied by
    the difference between the fair market value per share of our
    common stock on the vesting date less the purchase price per
    share.  Severance,
    Retention and
    Change-in-Control
    Arrangements
      change-in-control change-in-control
  change-in-control
  Severance
    Arrangements
     24




---



##### Table of Contents



Cash
    Retention Arrangements
   25




---



##### Table of Contents



Change-in-Control
    Vesting of Stock Options and Restricted Stock
  and/or
  and/or and/or and/or
  and/or
    and/or and/or
  Potential
    Change-in-Control
    and Severance Payments
  change-in-control
       26




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##### Table of Contents



Payment in thePayment in the

Case of aCase of a

TerminationTermination

Other thanOther than

for Cause orPayment in the



for Cause or

with GoodCase of a



with Good

Reason,Voluntary



Reason, if

Not Within 90 DaysTermination

Payment in the

Within 90 Days

Prior to andwithout Good

Case of a Change

Prior to or

Not Within 12Reason or

in Control

Within 12 Months

MonthsTermination for

Without

Following a

Following aName

Benefit Type

Cause

Termination

Change in Control

Change in ControlS. Douglas Hutcheson

Accrued Salary(1)

$
14,423






$
14,423


$
14,423Accrued PTO(2)

$
265,385






$
265,385


$
265,385Cash Severance(3)









$
3,000,000


$
3,000,000COBRA Payments(4)









$
50,717


$
50,717Value of Equity Award Acceleration









$
2,789,141
(5)


Excise Tax Gross-Up Payment









$
1,000,000
(6)


Cash Retention Award





$
1,125,000
(7)

$
1,125,000
(7)


Total Value:

$
279,808


$
1,125,000


$
8,244,666


$
3,330,525Walter Z. Berger

Accrued Salary(1)

$
10,192






$
10,192


$
10,192Accrued PTO(2)

$
97,782






$
97,782


$
97,782Cash Severance(8)









$
1,431,000


$
1,431,000COBRA Payments(4)









$
38,038


$
38,038Value of Equity Award Acceleration









$
1,210,671
(5)


Cash Retention Award





$
750,000
(7)

$
750,000
(7)


Total Value:

$
107,974


$
750,000


$
3,537,683


$
1,577,012Jeffrey E. Nachbor

Accrued Salary(1)

$
6,294






$
6,294


$
6,294Accrued PTO(2)

$
52,674






$
52,674


$
52,674Cash Severance(8)









$
809,979


$
809,979COBRA Payments(4)









$
38,038


$
38,038Value of Equity Award Acceleration





$
70,441
(9)

$
456,545
(5)


Cash Retention Award





$
327,264
(7)

$
327,264
(7)


Total Value:

$
58,968


$
397,705


$
1,690,794


$
906,985William D. Ingram

Accrued Salary(1)

$
5,769






$
5,769


$
5,769Accrued PTO(2)

$
24,857






$
24,857


$
24,857Cash Severance(8)









$
742,436


$
742,436COBRA Payments(4)









$
38,038


$
38,038Value of Equity Award Acceleration





$
52,835
(9)

$
832,819
(5)


Cash Retention Award





$
450,000
(7)

$
450,000
(7)


Total Value:

$
30,626


$
502,835


$
2,093,919


$
811,100Albin F. Moschner

Accrued Salary(1)

$
9,615






$
9,615


$
9,615Accrued PTO(2)

$
39,010






$
39,010


$
39,010Cash Severance(8)









$
1,425,000


$
1,425,000COBRA Payments(4)









$
38,038


$
38,038Value of Equity Award Acceleration









$
1,501,844
(5)


Cash Retention Award





$
750,000
(7)

$
750,000
(7)


Total Value:

$
48,625


$
750,000


$
3,763,507


$
1,511,663  27




---



##### Table of Contents



(1)
    
    Represents earned but unpaid salary as of December 31, 2010.(2)
    
    Represents accrual for paid time off that had not been taken as
    of December 31, 2010.(3)
    
    Represents two times the sum of
    (a) Mr. Hutchesons annual base salary as of
    December 31, 2010 plus (b) the target amount of his
    annual bonus for 2010. This amount excludes potential payments
    of $1,500 per day that Mr. Hutcheson could receive for
    providing consulting services at Leaps request after a
    resignation for good reason.(4)
    
    Amounts shown equal an aggregate of 24 months of COBRA
    payments for Mr. Hutcheson and 18 months of COBRA
    payments for the other named executive officers.(5)
    
    Represents the value of those awards that would vest as a result
    of the executives termination of employment by us other
    than for cause or by the named executive officer for good reason
    within 90 days prior to or within 12 months following
    a change in control. This value assumes that the change in
    control and the date of termination occur on December 31,
    2010, and, therefore, that the vesting of such award was not
    previously accelerated as a result of a change in control. The
    value of such awards was calculated assuming a price per share
    of our common stock of $12.26, which represents the closing
    market price of our common stock as reported on the NASDAQ
    Global Select Market on December 31, 2010.(6)
    
    Represents the maximum excise tax
    gross-up
    payment to which Mr. Hutcheson may be entitled pursuant to
    his Executive Employment Agreement. The actual amount of any
    such excise tax
    gross-up
    payment may be less than the estimated amount. The excise tax
    gross-up
    payment takes into account the severance payments and benefits
    that would be payable to Mr. Hutcheson upon his termination
    of employment by Cricket without cause or his resignation with
    good reason and assumes that such payments would constitute
    excess parachute payments under Section 280G of the Code,
    resulting in excise tax liability. See Severance,
    Retention and
    Change-in-Control
    Arrangements above. It also assumes that
    Mr. Hutcheson would continue to provide consulting services
    to the Company for three days per month for a one-year period
    after his resignation with good reason, for a fee of $1,500 per
    day. Such potential consulting fees are not reflected in the
    amounts shown in the table above.(7)
    
    Represents the cash retention award approved by the Compensation
    Committee on March 4, 2010. If there is a change in control
    (as defined in the 2004 Stock Plan) at any time before
    March 8, 2012 and the Board approves the payment of the
    award upon the completion of such change in control, then
    one-third of the award will be paid in cash upon such change in
    control, and two-thirds of the award will be paid upon the six
    month anniversary of such change in control. In order to be
    eligible to receive an award, an executive must continue to be
    employed by the Company on the date of each such payment
    (subject to the accelerated payment provisions described below.)
    If an executives employment is terminated by the Company
    other than for cause or by the executive for good reason within
    90 days prior to or six months following a change in
    control, then any unpaid portion of the award will be paid to
    the executive upon the executives termination of
    employment. The full potential cash amount for each named
    executive officer is reflected in this column.(8)
    
    Represents
    one-and-one-half
    times the sum of (a) the executives annual base
    salary as of December 31, 2010 plus (b) the target
    amount of his annual bonus for 2010.(9)
    
    Represents the value of those awards that would vest as a result
    of a change in control occurring on December 31, 2010,
    without any termination of employment. The value of such awards
    was calculated assuming a price per share of our common stock of
    $12.26, which represents the closing market price of our common
    stock as reported on the NASDAQ Global Select Market on
    December 31, 2010.  Director
    Compensation
  Compensation
    Arrangements
    
    For the cash component, each of our non-employee directors
    receives annual cash compensation of $40,000. The Chairman of
    the Board receives additional cash compensation of $20,000; the
    Chairman of the Audit Committee receives additional cash
    compensation of $15,000; and the Chairmen of the Compensation 28




---



##### Table of Contents



Committee and the Nominating and Corporate Governance Committee
    each receive additional cash compensation of $5,000.  
    For the equity component, each of our non-employee directors
    receives an annual award of $100,000 of restricted shares of
    Leap common stock pursuant to the 2004 Stock Plan. The purchase
    price for each share of Leap common stock is equal to par value
    or such share is issued for no purchase price in exchange for
    services previously rendered to Leap. Each such share is valued
    at fair market value (as defined in the 2004 Stock Plan) on the
    date of grant. Each award vests in equal installments on each of
    the first, second and third anniversaries of the date of grant.
    All unvested shares under each award will vest upon a change in
    control (as defined in the 2004 Stock Plan).        2010 Director
    Compensation
    Fees Earned or PaidName

in Cash

Stock Awards(1)

TotalJohn H. Chapple

$
120,000


$
9,000


$
129,000John D. Harkey, Jr.

$
40,000


$
113,991


$
153,991Ronald J. Kramer

$
120,000


$
13,990


$
133,990Robert V. LaPenta

$
40,000


$
113,991


$
153,991Mark H. Rachesky, M.D.

$
65,000


$
112,993


$
177,993William A. Roper, Jr.

$
120,000


$
10,995


$
130,995Michael B. Targoff

$
55,000


$
118,997


$
173,997     (1)
    
    Represents the full grant date fair value of restricted stock
    awards granted to our non-employee directors in 2010, computed
    in accordance with FASB ASC Topic 718, Stock Compensation. For
    information regarding assumptions made in connection with this
    valuation, please see Note 12 to our consolidated financial
    statements found in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2010.On May 21, 2010, we granted 6,135 shares of restricted
    stock to Messrs. Harkey, LaPenta, Rachesky and Targoff
    following our 2010 annual meeting of stockholders. The full
    grant date fair value of each of these 29




---



##### Table of Contents



awards, computed in accordance with FASB ASC Topic 718, was
    $100,001. Each award of restricted stock will vest in equal
    installments on each of the first, second and third
    anniversaries of the date of grant. All unvested shares of
    restricted stock under each award will vest upon a change in
    control (as defined in the 2004 Stock Plan).In addition, on the following dates during 2010, we granted the
    following shares of restricted stock to our directors in the
    form of per-meeting fees (and the full grant date fair value of
    each award, computed in accordance with FASB ASC Topic 718, is
    shown in parentheses after each award): (a) April 14,
    2010: Dr. Rachesky, 165 shares ($2,993);
    Mr. Harkey, 165 shares ($2,993); Mr. Kramer,
    165 shares ($2,993);  Mr. LaPenta, 165 shares
    ($2,993); Mr. Roper, 110 shares ($1,995); and
    Mr. Targoff, 220 shares ($3,991);
    (b) July 14, 2010: Dr. Rachesky, 149 shares
    ($1,997); Mr. Chapple, 149 shares ($1,997);
    Mr. Harkey, 149 shares ($1,997); Mr. Kramer,
    149 shares ($1,997); Mr. LaPenta, 149 shares
    ($1,997); Mr. Roper, 149 shares ($1,997); and
    Mr. Targoff, 299 shares ($4,007); and
    (c) October 14, 2011: Dr. Rachesky,
    697 shares ($8,002); Mr. Chapple, 610 shares
    ($7,003); Mr. Harkey, 784 shares ($9,000);
    Mr. Kramer, 784 shares ($9,000); Mr. LaPenta,
    784 shares ($9,000); Mr. Roper, 610 shares
    ($7,003); and Mr. Targoff, 958 shares ($10,998). The
    shares underlying the grants vest on the first anniversary of
    the date of grant and all unvested shares will vest upon a
    change in control (as defined in the 2004 Stock Plan). The
    shares underlying the grants will also vest if the director is
    not nominated for reelection at the annual meeting of
    stockholders following the grant date.The aggregate number of unvested restricted stock awards
    outstanding at the end of 2010 for each non-employee director
    were as follows: John H. Chapple, 10,739; John D.
    Harkey, Jr., 9,521; Ronald J. Kramer, 11,078; Robert V.
    LaPenta, 9,521; Mark H. Rachesky, M.D., 9,434; William A.
    Roper, Jr., 10,849; and Michael B. Targoff, 9,900.No options to purchase shares of our common stock were granted
    to our directors during the fiscal year ended December 31,
    2010. The aggregate number of stock option awards that were
    outstanding at the end of 2010 for each non-employee director
    were as follows: John D. Harkey, Jr., 2,500; Robert V.
    LaPenta, 12,500; Mark H. Rachesky, M.D., 40,200; and
    Michael B. Targoff, 4,500. These option grants were made to our
    non-employee directors in March 2005, and there have been no
    option grants to our non-employee directors since that time.  Compensation
    Committee Interlocks and Insider Participation
       30




---



##### Table of Contents



Compensation
    Committee Report*
  Form 10-K
          *
    
    The material in this report is not soliciting material, is not
    deemed filed with the SEC, and is not incorporated by reference
    in any of our filings under the Securities Act or the Securities
    Exchange Act of 1934, as amended (the Exchange Act),
    whether made on, before, or after the date of the filing of this
    Amendment No. 1, and irrespective of any general
    incorporation language in such filing. 31




---



##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Security
    Ownership of Certain Beneficial Owners and Management
    
    each stockholder known by us to beneficially own more than 5% of
    our common stock;
    each of our directors;
    each of our named executive officers; and
    all directors and executive officers as a group.      Number of

Percent of5% Stockholders, Directors and Officers(1)

Shares

TotalEntities affiliated with MHR Fund Management LLC(2)


15,537,869



19.8Wellington Management Company, LLP(3)


10,138,998



12.9Capital Research Global Investors(4)


8,509,252



10.8Penn Capital Management(5)


4,180,182



5.3Mark H. Rachesky, M.D.(6)(7)


15,593,581



19.8John H. Chapple(7)


16,024



*John D. Harkey, Jr.(7)


67,805



*Ronald J. Kramer(7)


16,363



*Robert V. LaPenta(7)(8)


42,805



*William A. Roper, Jr.(7)


16,134



*Michael B. Targoff(7)


20,331



*S. Douglas Hutcheson(9)


648,222



*Walter Z. Berger(10)


127,708



*Albin F. Moschner(11)


373,523



*Jeffrey E. Nachbor(12)


52,010



*William D. Ingram(13)


92,075



*All directors and executive officers as a group (16 persons)


17,564,297



22.3     *
    
    Represents beneficial ownership of less than 1.0% of the
    outstanding shares of common stock.(1)
    
    Unless otherwise indicated, the address for each person or
    entity named below is
    c/o Leap
    Wireless International, Inc., 5887 Copley Drive, San Diego,
    California 92111.(2)
    
    Consists of (a) 353,420 shares of common stock held
    for the account of MHR Capital Partners Master Account LP, a
    limited partnership organized in Anguilla, British West Indies
    (Master Account); (b) 42,514 shares of
    common stock held for the account of MHR Capital Partners
    (100) LP, a Delaware limited partnership (Capital
    Partners (100)); (c) 3,340,378 shares of common
    stock held for the account of MHR Institutional 32




---



##### Table of Contents



Partners II LP, a Delaware limited partnership
    (Institutional Partners II);
    (d) 8,415,428 shares of common stock held for the
    account of MHR Institutional Partners IIA LP, a Delaware limited
    partnership (Institutional Partners IIA); and
    (e) 3,386,129 shares of common stock held for the
    account of MHR Institutional Partners III LP, a Delaware
    limited partnership (Institutional Partners III).
    MHR Advisors LLC (Advisors) is the general partner
    of each of Master Account and Capital Partners (100), and in
    such capacity, may be deemed to be the beneficial owner of the
    shares of common stock held by Master Account and Capital
    Partners (100). MHR Institutional Advisors II LLC
    (Institutional Advisors II) is the general partner
    of Institutional Partners II and Institutional Partners
    IIA, and in such capacity, may be deemed to be the beneficial
    owner of the shares of common stock held by Institutional
    Partners II and Institutional Partners IIA. MHR
    Institutional Advisors III LLC (Institutional
    Advisors III) is the general partner of Institutional
    Partners III, and in such capacity, may be deemed to be the
    beneficial owner of the shares of common stock held by
    Institutional Partners III. MHR Fund Management LLC
    (Fund Management) has entered into an
    investment management agreement with Master Account, Capital
    Partners (100), Institutional Partners II, Institutional
    Partners IIA and Institutional Partners III and thus may be
    deemed to be the beneficial owner of all of the shares of common
    stock held by all of these entities. The address for each of
    these entities is 40 West 57th Street, 24th Floor, New
    York, New York 10019.(3)
    
    Wellington Management Company, LLP, in its capacity as an
    investment adviser in accordance with
    Section 240.13d-1(b)(1)(ii)(E),
    may be deemed to beneficially own 10,138,998 shares which
    are held of record by clients of Wellington Management Company,
    LLP. Wellington Management Company, LLP has shared voting power
    with respect to 8,409,134 shares and has shared dispositive
    power with respect to 10,138,998 shares. The address for
    Wellington Management Company is 280 Congress Street, Boston,
    Massachusetts 02210.(4)
    
    These securities are owned by Capital Research Global Investors,
    an investment adviser in accordance with
    Section 240.13d-1(b)(1)(ii)(E).
    The address for Capital Research Global Investors is 333 South
    Hope Street, Los Angeles, California 90071.(5)
    
    These securities are owned by Penn Capital Management, an
    investment adviser in accordance with
    Section 240.13d-1(b)(1)(ii)(E).
    The address for Penn Capital Management is Navy Yard Corporate
    Center, Three Crescent Drive, Suite 400, Philadelphia,
    Pennsylvania 19112.(6)
    
    Consists of (a) all of the shares of common stock otherwise
    described in footnote 2 by virtue of Dr. Racheskys
    position as the managing member of each of Fund Management,
    Advisors, Institutional Advisors II and Institutional
    Advisors III; (b) 40,200 shares of common stock
    issuable upon exercise of options and 10,023 shares of
    restricted stock, as further described in footnote 7; and
    (c) 5,489 shares of common stock which were previously
    granted as shares of restricted stock and which have vested. The
    address for Dr. Rachesky is 40 West 57th Street, 24th
    Floor, New York, New York 10019.(7)
    
    Includes (a) shares issuable upon exercise of vested stock
    options, as follows: Dr. Rachesky, 40,200 shares;
    Mr. Harkey, 2,500 shares; Mr. Targoff,
    4,500 shares; and Mr. LaPenta, 12,500 shares;
    (b) restricted stock awards which vest in three equal
    installments on May 30, 2009, 2010 and 2011, as follows:
    Dr. Rachesky, 1,740 shares; Mr. Harkey,
    1,740 shares; Mr. Targoff, 1,740 shares; and
    Mr. LaPenta, 1,740 shares; (c) restricted stock
    awards which vest in three equal installments on May 22,
    2010, 2011 and 2012, as follows: Dr. Rachesky,
    2,563 shares; Mr. Harkey, 2,563 shares;
    Mr. Targoff, 2,563 shares; and Mr. LaPenta,
    2,563 shares; (d) restricted stock awards which vest
    in three equal installments on November 2, 2010, 2011 and
    2012, as follows: Mr. Chapple, 14,970 shares;
    Mr. Kramer, 14,970 shares; and Mr. Roper,
    14,970 shares; (e) restricted stock awards which vest
    in three equal installments on May 21, 2011, 2012 and 2013,
    as follows: Dr. Rachesky, 6,135 shares;
    Mr. Harkey, 6,135 shares; Mr. Targoff,
    6,135 shares; and Mr. LaPenta, 6,135 shares;
    (f) restricted stock awards which vest on July 14,
    2011, as follows: Dr. Rachesky, 149 shares;
    Mr. Chapple, 149 shares; Mr. Harkey,
    149 shares; Mr. Kramer, 149 shares;
    Mr. LaPenta, 149 shares; Mr. Roper,
    149 shares; and Mr. Targoff, 299 shares;
    (g) restricted stock awards which vest on October 14,
    2011, as follows: Dr. Rachesky, 697 shares;
    Mr. Chapple, 610 shares; Mr. Harkey,
    784 shares; Mr. Kramer, 784 shares;
    Mr. LaPenta, 784 shares; Mr. Roper,
    610 shares; and Mr. Targoff, 958 shares; and
    (h) restricted stock awards which vest on January 14,
    2012, as follows: Dr. Rachesky, 589 shares;
    Mr. Chapple, 295 shares; Mr. Harkey,
    295 shares; Mr. Kramer, 295 shares;
    Mr. LaPenta, 295 shares; Mr. Roper,
    295 shares; and Mr. Targoff, 442 shares. 33




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##### Table of Contents



(8)
    
    Includes 5,000 shares held by a corporation which is wholly
    owned by Mr. LaPenta. Mr. LaPenta has the power to
    vote and dispose of such shares by virtue of his serving as an
    officer and director thereof.(9)
    
    Includes (a) restricted stock awards for 25,000 shares
    which vest on March 25, 2012; (b) restricted stock
    awards for 37,500 shares, of which 12,500 shares vest
    on April 14, 2012 and 25,000 shares vest on
    April 14, 2013; (c) restricted stock awards for
    40,000 shares of which 10,000 shares vest on
    March 15, 2012, 10,000 shares vest on March 15,
    2013 and 20,000 shares vest on March 15, 2014; and
    (d) restricted stock awards for 100,000 shares, of
    which 20,000 shares vest on March 15, 2011,
    20,000 shares vest on March 15, 2012,
    20,000 shares vest on March 15, 2013 and
    40,000 shares vest on March 15, 2014, subject in each
    case to the achievement of certain performance-based vesting
    conditions, which conditions had not occurred as of
    April 15, 2011. Also includes 334,986 shares issuable
    upon exercise of vested stock options.(10)
    
    Includes (a) restricted stock awards for
    18,750 shares, of which 6,250 shares vest on
    June 23, 2011 and 12,500 shares vest on June 23,
    2012; (b) restricted stock awards for 20,000 shares of
    which 10,000 shares vest on June 23, 2011 and
    10,000 shares vest on June 23, 2012;
    (c) restricted stock awards for 20,000 shares, of
    which 5,000 shares vest on March 15, 2012,
    5,000 shares vest on March 15, 2013 and
    10,000 shares vest on March 15, 2014; and
    (d) restricted stock awards for 40,000 shares, of
    which 8,000 shares vest on March 15, 2011,
    8,000 shares vest on March 15, 2012, 8,000 shares
    vest on March 15, 2013 and 16,000 shares vest on
    March 15, 2014, subject to certain performance-based
    vesting conditions, which conditions had not occurred as of
    April 15, 2011. Also includes 25,000 shares issuable upon
    exercise of vested stock options.(11)
    
    Includes (a) restricted stock awards for 15,000 shares
    which vest on February 29, 2012; (b) restricted stock
    awards for 15,000 shares, of which 5,000 shares vest
    on August 6, 2011 and 10,000 shares vest on
    August 6, 2012; (c) restricted stock awards for
    18,750 shares, of which 6,250 shares vest on
    April 14, 2012 and 12,500 shares vest on
    April 14, 2013; (d) restricted stock awards for
    20,000 shares, of which 5,000 shares vest on
    March 15, 2012, 5,000 shares vest on March 15,
    2013 and 10,000 shares vest on March 15, 2014; and
    (e) restricted stock awards for 40,000 shares, of
    which 8,000 shares vest on March 15, 2011,
    8,000 shares vest on March 15, 2012, 8,000 shares
    vest on March 15, 2013 and 16,000 shares vest on
    March 15, 2014, subject to certain performance-based
    vesting conditions, which conditions had not occurred as of
    April 15, 2011. Also includes 216,160 shares issuable upon
    exercise of vested stock options.(12)
    
    Includes (a) restricted stock awards for 17,240 shares
    which vest on May 12, 2013, subject to certain conditions
    and accelerated vesting; and (b) restricted stock awards
    for 20,000 shares, of which 5,000 shares vest on
    March 15, 2012, 5,000 shares vest on March 15,
    2013 and 10,000 shares vest on March 15, 2014. Also
    includes 11,730 shares issuable upon the exercise of vested
    stock options.(13)
    
    Includes (a) restricted stock awards for 12,930 shares
    which vest on September 19, 2012, subject to certain
    conditions and accelerated vesting; (b) restricted stock
    awards for 3,750 shares which vest on December 22,
    2011; (c) restricted stock awards for 7,500 shares
    which vest on February 27, 2012; (d) restricted stock
    awards for 7,500 shares, of which 2,500 shares vest on
    April 14, 2012 and 5,000 shares vest on April 14,
    2013; (e) restricted stock awards for 10,000 shares,
    of which 2,500 shares vest on March 15, 2012,
    2,500 shares vest on March 15, 2013 and
    5,000 shares vest on March 15, 2014; and
    (f) restricted stock awards for 20,000 shares, of
    which 4,000 shares vest on March 15, 2011,
    4,000 shares vest on March 15, 2012, 4,000 shares
    vest on March 15, 2013 and 8,000 shares vest on
    March 15, 2014, subject to certain performance-based
    vesting conditions, which conditions had not occurred as of
    April 15, 2011. Also includes 20,220 shares issuable
    upon the exercise of vested stock options. 34




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##### Table of Contents



Equity
    Compensation Plan Information
    Weighted-averageNumber of securities to be


exercise price of


Number of securitiesissued upon exercise of


outstanding


remaining available for futureoutstanding options


options


issuance under equityPlan Category

and rights


and rights


compensation plansEquity compensation plans approved by security holders


4,344,670
(1)(3)

$
41.67



1,165,431
(4)Equity compensation plans not approved by security holders


285,875
(2)(3)

$
26.39



16,175Total


4,630,545


$
40.73



1,181,606     (1)
    
    Represents shares reserved for issuance under the 2004 Stock
    Plan, adopted by the Compensation Committee of our Board of
    Directors on December 30, 2004 (as contemplated by our
    confirmed plan of reorganization) and as amended on
    March 8, 2007. Stock options granted prior to May 17,
    2007 were granted prior to the approval of the 2004 Stock Plan
    by Leap stockholders. The material features of the 2004 Stock
    Plan are described above under Discussion of Summary
    Compensation and Grants of Plan-Based Awards Tables 
    2004 Stock Option, Restricted Stock and Deferred Stock Unit
    Plan.(2)
    
    Represents shares reserved for issuance under the 2009
    Inducement Plan, which was adopted in February 2009 without
    stockholder approval, as permitted under the rules and
    regulations of the NASDAQ Stock Market. The material features of
    the 2009 Inducement Plan are described in Item 11 above
    under Discussion of Summary Compensation and Grants of
    Plan-Based Awards Tables  2004 Stock Option,
    Restricted Stock and Deferred Stock Unit Plan. The 2009
    Inducement Plan was amended on January 14, 2010 by our
    Board to increase the number of shares reserved for issuance
    under the 2009 Inducement Plan by 100,000 shares of Leap
    common stock.(3)
    
    Excludes 2,020,605 and 97,950 shares of restricted stock
    issued under the 2004 Stock Plan and 2009 Inducement Plan,
    respectively, which are subject to release upon vesting of the
    shares.(4)
    
    Consists of 368,147 shares reserved for issuance under the
    ESP Plan, and 797,284 shares reserved for issuance under
    the 2004 Stock Plan.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Board
    Independence
    Certain
    Relationships and Related Transactions
  case-by-case (b) greater-than-five-percent
 35




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##### Table of Contents



less-than-ten-percent
    Item 14.
    Principal
    Accounting Fees and Services  Audit
    Fees
    2010


2009Audit fees(1)

$
2,918


$
3,278Audit-related fees(2)


908



5Tax fees(3)


468



504All other fees(4)






230Total

$
4,294


$
4,017     (1)
    
    Audit fees consist of fees billed for professional services
    rendered for the audit of the consolidated annual financial
    statements of Leap and its subsidiaries and internal control
    over financial reporting, review of the interim condensed
    consolidated financial statements included in quarterly reports,
    and services that are normally provided by
    PricewaterhouseCoopers LLP in connection with statutory and
    regulatory filings or engagements.(2)
    
    Audit-related fees consist of fees billed for assurance and
    related services that are reasonably related to the performance
    of the audit or review of the consolidated financial statements
    of Leap and its subsidiaries and are not reported under
    Audit fees. For the fiscal year ended
    December 31, 2010, these fees primarily related to
    assurance and related services in connection with the
    implementation and testing of a new customer billing system. For
    the fiscal year ended December 31, 2009, these fees related
    to the licensing of research materials.(3)
    
    Tax fees consist of fees billed for professional services
    rendered for tax compliance, advice and planning. For the fiscal
    years ended December 31, 2010 and 2009, these services
    included assistance regarding federal and state tax compliance
    and consultations regarding various income tax issues.(4)
    
    For the fiscal year ended December 31, 2009, all other fees
    related to certain consulting services provided.   36




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##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  (a)
    Financial
    Statements and Financial Statement Schedules  Documents filed as part of this report:
  1.  Financial
    Statements:
  Form 10-K:
              2.  Financial Statement Schedules:
    (b)
    Exhibits  EXHIBIT INDEX
  ExhibitNumber

Description3.1(1)

Amended and Restated Certificate of Incorporation of Leap
    Wireless International, Inc.3.2(2)

Certificate of Designations of Series A Junior
    Participating Preferred Stock of Leap Wireless International,
    Inc., filed with the Secretary of State of the State of Delaware
    on September 14, 2010.3.3(3)

Amended and Restated Bylaws of Leap Wireless International, Inc.4.1(1)

Form of Common Stock Certificate.4.2(2)

Tax Benefit Preservation Plan, dated as of September 13,
    2010, between Leap Wireless International, Inc. and Mellon
    Investor Services LLC, which includes the Form of Right
    Certificate as Exhibit B and the Summary of Rights to
    Purchase Preferred Shares as Exhibit C.4.3(4)

Amended and Restated Registration Rights Agreement, dated as of
    September 3, 2009, by and among Leap, MHR Capital Partners
    Master Account LP, MHR Capital Partners (100) LP, MHR
    Institutional Partners II LP, MHR Institutional Partners
    IIA LP and MHR Institutional Partners III LP.4.4(5)

Indenture, dated as of June 25, 2008, between Cricket
    Communications, Inc., the Guarantors and Wells Fargo Bank, N.A.,
    as trustee.4.4.1(5)

Form of 10% Senior Note of Cricket Communications, Inc. due
    2015 (attached as Exhibit A to the Indenture filed as
    Exhibit 4.4 hereto).4.5(6)

Indenture, dated as of June 25, 2008, between Leap Wireless
    International and Wells Fargo Bank, N.A., as trustee.4.5.1(6)

Form of 4.50% Convertible Senior Note of Leap Wireless
    International, Inc. due 2014 (attached as Exhibit A to the
    Indenture filed as Exhibit 4.5 hereto).4.6(7)

Indenture, dated as of June 5, 2009, by and among Cricket
    Communications, Inc., the Initial Guarantors (as defined
    therein) and Wilmington Trust FSB, as trustee.4.6.1(7)

Form of 7.75% Senior Secured Note of Cricket
    Communications, Inc. due 2016 (attached as Exhibit A to the
    Indenture filed as Exhibit 4.6 hereto). 37




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##### Table of Contents



ExhibitNumber

Description4.7(7)

Security Agreement, dated as of June 5, 2009, by and among
    Cricket Communications, Inc., the Guarantors (as defined
    therein) and Wilmington Trust FSB, as collateral trustee.4.8(7)

Collateral Trust Agreement, dated as of June 5, 2009,
    by and among Cricket Communications, Inc., the Guarantors (as
    defined therein) and Wilmington Trust FSB, as trustee and
    collateral trustee.4.9(7)

Registration Rights Agreement, dated as of June 5, 2009, by
    and among Cricket Communications, Inc., the Guarantors (as
    defined therein), and Goldman, Sachs & Co. and
    Deutsche Bank Securities Inc., as representatives of the Initial
    Purchasers named therein.4.10(8)

Indenture, dated as of November 19, 2010, among Cricket
    Communications, Inc., the Guarantors and Wells Fargo Bank, N.A.,
    as trustee.4.10.1(8)

Form of 7.75% Senior Note of Cricket Communications, Inc.
    due 2020 (attached as Exhibit A to the Indenture filed as
    Exhibit 4.10 hereto).4.11(8)

Registration Rights Agreement, dated as of November 19,
    2010, between Cricket Communications, Inc., the Guarantors and
    Goldman, Sachs & Co. and Morgan Stanley &
    Co. Incorporated, as representatives of the Initial Purchasers.10.1(9)

System Equipment Purchase Agreement, dated as of June 11,
    2007, by and among Cricket Communications, Inc., Alaska Native
    Broadband 1 License LLC and Nortel Networks Inc.10.2(9)

System Equipment Purchase Agreement, dated as of June 14,
    2007, by and among Cricket Communications, Inc., Alaska Native
    Broadband 1 License LLC and Lucent Technologies, Inc.10.3(10)

Amended and Restated System Equipment Purchase Agreement, dated
    as of May 24, 2007, by and between Cricket Communications,
    Inc. and Futurewei Technologies, Inc.10.4(11)

Private Label PCS Services Agreement between Sprint Spectrum
    L.P. and Cricket Communications, Inc. dated as of August 2,
    2010.10.5**

Amended and Restated Credit Agreement, dated as of
    December 27, 2010, by and among Cricket Communications,
    Inc., Savary Island Wireless, LLC, Savary Island License A, LLC
    and Savary Island License B, LLC.10.6(12)#

Form of Indemnification Agreement to be entered into by and
    between Leap Wireless International, Inc. and its directors and
    officers.10.7(13)#

Amended and Restated Executive Employment Agreement among Leap
    Wireless International, Inc., Cricket Communications, Inc., and
    S. Douglas Hutcheson, dated as of January 10, 2005.10.7.1(14)#

First Amendment to Amended and Restated Executive Employment
    Agreement among Leap Wireless International, Inc., Cricket
    Communications, Inc., and S. Douglas Hutcheson, effective as of
    June 17, 2005.10.7.2(15)#

Second Amendment to Amended and Restated Executive Employment
    Agreement among Leap Wireless International, Inc., Cricket
    Communications, Inc., and S. Douglas Hutcheson, effective as of
    February 17, 2006.10.7.3(10)#

Third Amendment to Amended and Restated Executive Employment
    Agreement among Leap Wireless International, Inc., Cricket
    Communications, Inc., and S. Douglas Hutcheson, effective as of
    December 31, 2008.10.8(16)#

Form of Executive Vice President and Senior Vice President
    Amended and Restated Severance Benefits Agreement.10.9(13)#

Employment Offer Letter dated January 31, 2005, between
    Cricket Communications, Inc. and Albin F. Moschner.10.9.1(17)#

Retirement and Employment Transition Agreement dated
    January 17, 2011, between Cricket Communications, Inc. and
    Albin F. Moschner.10.10(18)#

Employment Offer Letter dated April 7, 2008, between
    Cricket Communications, Inc. and Jeffrey E. Nachbor. 38




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##### Table of Contents



ExhibitNumber

Description10.11(18)#

Employment Offer Letter dated June 2, 2008, between Cricket
    Communications, Inc. and Walter Z. Berger.10.12#**

Employment Agreement dated January 1, 2011 between Cricket
    Communications, Inc. and Robert A. Young.10.13#**

Employment Offer Letter dated January 4, 2011 between
    Cricket Communications, Inc. and Raymond J. Roman.10.14(19)#

Leap Wireless International, Inc. 2004 Stock Option Restricted
    Stock and Deferred Stock Unit Plan.10.14.1(20)#

First Amendment to the Leap Wireless International, Inc. 2004
    Stock Option, Restricted Stock and Deferred Stock Unit Plan.10.14.2(9)#

Second Amendment to the Leap Wireless International, Inc. 2004
    Stock Option, Restricted Stock and Deferred Stock Unit Plan.10.14.3(21) #

Third Amendment to the Leap Wireless International, Inc. 2004
    Stock Option, Restricted Stock and Deferred Stock Unit Plan10.14.4(14)#

Form of Stock Option Grant Notice and Non-Qualified Stock Option
    Agreement (February 2008 Vesting).10.14.5(14)#

Form of Stock Option Grant Notice and Non-Qualified Stock Option
    Agreement (Five-Year Vesting) entered into prior to
    October 26, 2005.10.14.6(15)#

Amendment No. 1 to Form of Stock Option Grant Notice and
    Non-Qualified Stock Option Agreement (Five-Year Vesting) entered
    into prior to October 26, 2005.10.14.7(15)#

Form of Stock Option Grant Notice and Non-Qualified Stock Option
    Agreement (Five-Year Vesting) entered into on or after
    October 26, 2005.10.14.8(21)#

Form of Stock Option Grant Notice and Non-Qualified Stock Option
    Agreement (Four-Year Time Based Vesting).10.14.9(18)#

Form of Stock Option Grant Notice and Non-Qualified Stock Option
    Agreement (Revised May 2008).10.14.10(15)#

Stock Option Grant Notice and Non-Qualified Stock Option
    Agreement, effective as of October 26, 2005, between Leap
    Wireless International, Inc. and Albin F. Moschner.10.14.11(18)#

Stock Option Grant Notice and Non-Qualified Stock Option
    Agreement, effective as of June 23, 2008, between Leap
    Wireless International, Inc. and Walter Z. Berger.10.14.12(14)#

Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement (February 2008 Vesting).10.14.13(14)#

Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement
    (Five-Year
    Vesting) entered into prior to October 26, 2005.10.14.14(15)#

Amendment No. 1 to Form of Restricted Stock Award Grant
    Notice and Restricted Stock Award Agreement (Five-Year Vesting)
    entered into prior to October 26, 2005.10.14.15(15)#

Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement
    (Five-Year
    Vesting) entered into on or after October 26, 2005.10.14.16(22)#

Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement (Four-Year Time Based Vesting).10.14.17(18)#

Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement (Revised May 2008).10.14.18(23)#

Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement (Performance-Vesting Shares for Executives).10.14.19(23)#

Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement
    (Director-Per-Meeting
    Fees).10.14.20(15)#

Restricted Stock Award Grant Notice and Restricted Stock Award
    Agreement, effective as of October 26 2005, between Leap
    Wireless International, Inc. and Albin F. Moschner. 39




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##### Table of Contents



ExhibitNumber

Description10.14.21(18)#

Restricted Stock Award Grant Notice and Restricted Stock Award
    Agreement, effective as of June 23, 2008, between Leap
    Wireless International, Inc. and Walter Z. Berger.10.14.22(19)#

Form of Deferred Stock Unit Award Grant Notice and Deferred
    Stock Unit Award Agreement.10.14.23(13)#

Form of Non-Employee Director Stock Option Grant Notice and
    Non-Qualified Stock Option Agreement.10.14.24(24)#

Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement (for Non-Employee Directors).10.15(25)#

Leap Wireless International, Inc. Executive Incentive Bonus Plan.10.16(10)#

2009 Employment Inducement Equity Incentive Plan of Leap
    Wireless International, Inc.10.16.1(1)#

First Amendment to the 2009 Employment Inducement Equity
    Incentive Plan of Leap Wireless International, Inc.10.16.2(10)#

Form of Stock Option Grant Notice and Non-Qualified Stock Option
    Agreement (Four-Year Time Based Vesting) granted under the 2009
    Employment Inducement Equity Incentive Plan of Leap Wireless
    International, Inc.10.16.3(10)#

Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement (Four-Year Time Based Vesting) granted under the
    2009 Employment Inducement Equity Incentive Plan of Leap
    Wireless International, Inc.10.17(23)#

Form of Executive Cash Retention Agreement.18**

Preferability Letter from PricewaterhouseCoopers LLP.21**

Subsidiaries of Leap Wireless International, Inc.23**

Consent of Independent Registered Public Accounting Firm.31.1*

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31.2*

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32***

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002101****

The following financial information from the Companys
    Annual Report on
    Form 10-K
    for the annual period ended December 31, 2010, formatted in
    XBRL (eXtensible Business Reporting Language):
    (i) Consolidated Balance Sheets, (ii) Consolidated
    Statements of Operations, (iii) Consolidated Statements of
    Cash Flows, (iv) Consolidated Statements of
    Stockholders Equity and (v) the Notes to Consolidated
    Financial Statements, tagged as blocks of text.    *
    
    Filed herewith.**
    
    Filed as an exhibit to Leaps Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2010, filed with the
    SEC on February 25, 2011, and incorporated herein by
    reference.***
    
    This certification is being furnished solely to accompany this
    report pursuant to U.S.C. § 1350, and is not being filed
    for purposes of Section 18 of the Securities Exchange Act
    of 1934, as amended, and is not to be incorporated by reference
    into any filing of Leap Wireless International, Inc. whether
    made before or after the date hereof, regardless of any general
    incorporation language in such filing.****
    
    Users of this data are advised that pursuant to Rule 406T
    of
    Regulation S-T,
    this XBRL information is being furnished and not filed herewith
    for purposes of Section 18 of the Securities Exchange Act
    of 1934, as amended, and Sections 11 or 12 of the
    Securities Act of 1933, as amended, and is not to be
    incorporated by reference into any filing, or part of any
    registration statement or prospectus, of Leap Wireless
    International, Inc., whether made before or after the date
    hereof, regardless of any general incorporation language in such
    filing.
    
    Portions of this exhibit (indicated by asterisks) have been
    omitted pursuant to a request for confidential treatment
    pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.#
    
    Management contract or compensatory plan or arrangement in which
    one or more executive officers or directors participates. 40




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##### Table of Contents



(1)
    
    Filed as an exhibit to Leaps Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2009, filed with the
    SEC on March 1, 2010, and incorporated herein by reference.(2)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated September 13, 2010, filed with the SEC on
    September 14, 2010, and incorporated herein by reference.(3)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated December 2, 2010, filed with the SEC on
    December 3, 2010, and incorporated herein by reference.(4)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated September 3, 2009, filed with the SEC on
    September 4, 2009, and incorporated herein by reference.(5)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated June 25, 2008, filed with the SEC on June 30,
    2008, and incorporated herein by reference.(6)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated June 25, 2008, filed with the SEC on June 30,
    2008, and incorporated herein by reference.(7)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated June 5, 2009, filed with the SEC on June 8,
    2009, and incorporated herein by reference.(8)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated November 19, 2010, filed with the SEC on
    November 19, 2010, and incorporated herein by reference.(9)
    
    Filed as an exhibit to Leaps Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2007, filed with the
    SEC on August 9, 2007, and incorporated herein by reference.(10)
    
    Filed as an exhibit to Leaps Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2008, filed with the
    SEC on February 27, 2009, and incorporated herein by
    reference.(11)
    
    Filed as an exhibit to Leaps Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2010, filed with
    the SEC on November 3, 2010, and incorporated herein by
    reference.(12)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated November 2, 2009, filed with the SEC on
    November 5, 2009, and incorporated herein by reference.(13)
    
    Filed as an exhibit to Leaps Annual Report on From
    10-K for the
    fiscal year ended December 31, 2004, filed with the SEC on
    May 16, 2005, and incorporated herein by reference.(14)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated June 17, 2005, filed with the SEC on June 23,
    2005, and incorporated herein by reference.(15)
    
    Filed as an exhibit to Leaps Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, filed with the
    SEC on March 27, 2006, and incorporated herein by reference.(16)
    
    Filed as an exhibit to Leaps Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007, filed with the
    SEC on February 29, 2008, and incorporated herein by
    reference.(17)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated January 17, 2011, filed with the SEC on
    January 21, 2011, and incorporated herein by reference.(18)
    
    Filed as an exhibit to Leaps Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2008, filed with the
    SEC on August 7, 2008, and incorporated herein by reference.(19)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated November 2, 2009, filed with the SEC on
    November 5, 2009, and incorporated herein by reference.(20)
    
    Filed as an exhibit to Leaps Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007, filed with the
    SEC on May 10, 2007, and incorporated herein by reference.(21)
    
    Filed as Appendix A to Leaps Definitive Proxy
    Statement filed with the SEC on April 10, 2009, and
    incorporated herein by reference.(22)
    
    Filed as an exhibit to Leaps Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006, filed with the
    SEC on March 1, 2007, and incorporated herein by reference.(23)
    
    Filed as an exhibit to Leaps Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2010, filed with the
    SEC on August 6, 2010, and incorporated herein by reference(24)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated May 18, 2006, filed with the SEC on June 6,
    2006, and incorporated herein by reference.(25)
    
    Filed as Appendix B to Leaps Definitive Proxy
    Statement filed with the SEC on April 6, 2007, and
    incorporated herein by reference. 41




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##### Table of Contents



SIGNATURES
  Form 10-K/A
     By:
    /s/  S.
    Douglas Hutcheson   President and Chief Executive Officer
    By:
    /s/  Walter
    Z. Berger   Executive Vice President and Chief Financial Officer
 42