EXHIBIT 10.15.2
 (FOUR YEAR TIME BASED VESTING)
 LEAP WIRELESS INTERNATIONAL, INC.
 2009 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE PLAN
 RESTRICTED STOCK AWARD GRANT NOTICE AND
RESTRICTED STOCK AWARD AGREEMENT
 Company Plan Holder Shares Exhibit A Restricted Stock Agreement
 Holder:Award Number:Grant Date:Total Number of Shares
of Restricted Stock:Vesting Schedule:
    
    The Shares shall be released from the Forfeiture
Restriction set forth in Section 2.1 of the
Restricted Stock Agreement on the dates and in the
amounts indicated in Exhibit B to this Grant
Notice.
 Plan Documents"
  HOLDER:By:Print Name:Address:




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EXHIBIT A
 TO RESTRICTED STOCK AWARD GRANT NOTICE
 RESTRICTED STOCK AWARD AGREEMENT
 Grant Notice Agreement Company Plan
 ARTICLE I
 GRANT OF RESTRICTED STOCK
 Grant of Restricted Stock Grant Date Shares
 Issuance of Shares
 Rights as Stockholder provided, however,
  A-1




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Escrow
 ARTICLE II
 RESTRICTIONS ON SHARES
 Forfeiture Restriction Forfeiture Restriction
 Release of Shares from Forfeiture Restriction Exhibit B
  A-2




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Unreleased Shares Unreleased Shares
 Restrictions on Transfer
 ARTICLE III
 OTHER PROVISIONS
 Taxes
 Exhibit C
    A-3




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Limitations Applicable to Section 16 Persons
 Restrictive Legends and Stop-Transfer Orders
     Notices
  A-4




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Titles
 Governing Law; Severability
 Conformity to Securities Laws
 Amendments
 No Employment Rights
 Successors and Assigns
  A-5




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EXHIBIT B
 TO RESTRICTED STOCK AWARD GRANT NOTICE
 VESTING PROVISIONS
 Exhibit B Exhibit B
 Time-Based Vesting
 Percentage of the Total SharesSubject to this Restricted StockAgreement that are Released
    
    Release Date25% of Total Number of Shares Subject
to this Restricted Stock Agreement
    
    Second Anniversary of the Grant Date25% of Total Number of Shares Subject
to this Restricted Stock Agreement
    
    Third Anniversary of the Grant Date50% of the Total Number of Shares
Subject this Restricted Stock
Agreement
    
    Fourth Anniversary of the Grant Date
  Change in Control Accelerated Vesting
 Termination of Employment in the Event of a Change in Control
 Definitions of Cause and Good Reason Exhibit B  Cause Good Reason
  B-1




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Exhibit B
 Cause
 Good Reason
  B-2




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Condition to Release of Shares Exhibit D
  B-3




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EXHIBIT C
 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.
   C-1




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ATTACHMENT 1 TO EXHIBIT C
 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 forfeiture 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.
   C-1-1




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Signature(s) Notarized by:
  C-1-2




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ATTACHMENT 2 TO EXHIBIT C
 SAMPLE COVER LETTER TO INTERNAL REVENUE SERVICE
 
 VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED
 Internal Revenue Service[Address where taxpayer files returns]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,
    C-2-1




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EXHIBIT D
 TO RESTRICTED STOCK AWARD GRANT NOTICE
 FORM OF GENERAL RELEASE
 General Release of Claims Company Holder Plan Companies Releasees Claims
 Release of Unknown Claims
 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
 Older Workers Benefit Protection Act et seq ADEA
    D-1




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th
 No Assignment of Claims
 No Suits or Actions
  D-2




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No Admission
 HOLDERDate:
  D-3