AMENDED AND RESTATED EQUITY OPTION PLAN

 

                                                                      EXHIBIT 10

                        NEXTLINK COMMUNICATIONS, L.L.C.
                    AMENDED AND RESTATED EQUITY OPTION PLAN
 
          This Amended and Restated Equity Option Plan is adopted by NEXTLINK
COMMUNICATIONS, L.L.C. for the benefit of certain of its employees and employees
of its Affiliates.
 
          The purpose of this Equity Option Plan is to enable the Company and
its Affiliates to attract and retain quality employees by providing selected
employees with the option to acquire equity interests in the Company.
 
     1.   DEFINITIONS.
 
          1.1  ADMINISTRATIVE COMMITTEE means the Committee described in Section
11.1 hereafter which is to administer the Plan in its sole and unfettered
discretion.
 
          1.2  AFFILIATE of any entity means (a) any entity controlling,
controlled by or under common control with such entity, or (b) any entity owning
or controlling 50% or more of the outstanding voting interests of such entity.
For the purposes of this definition, the term "controls," "is controlled by," or
"is under common control with" shall mean possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of an
entity, whether through the ownership of voting securities, by contract or
otherwise.
 
          1.3   COMPANY means NextLink Communications, L.L.C.
 
          1.4   EQUITY INTEREST means a Class B membership interest in the
Company, which is governed by the terms of the Company's Limited Liability
Company Agreement relating to Class B Units.
 
          1.5   EXCHANGE ACT means the Securities Exchange Act of 1934, as
 amended from time to time.
 
          1.6   FAIR MARKET VALUE of an Equity Interest or an Option means the
fair market value of the interest as determined by and in the sole and
unfettered discretion of the Administrative Committee, based on financial data
for the Company dated as of the close of the most recent tax year.  The
occurrence of an event described 

in Section 7 does not obligate the Administrative Committee to redetermine such
fair market value using financial data more recent than the close of the most
recent tax year.
 
          1.7   INTEREST in the Company means an Equity Interest.
 
          1.8   LEAVE OF ABSENCE means any period of absence from the service of
the Company with the Company's prior written consent.
 
          1.9   OPTION means the right of an Option Holder to acquire an Equity
Interest in the Company.
 
          1.10  OPTION HOLDER means a person who holds an Option.
 
          1.11  PLAN means this Equity Option Plan, the terms of which are set
 forth in this document.
 
          1.12  TERMINATION DATE means the date of an Option Holder's severance
from the employment of the Company for any reason.
 
          1.13  YEAR OF SERVICE means a consecutive 12-month period during which
an Option Holder has been in the continuous full time employ of the Company or
its Affiliate.  The 12-month period shall be the 12-month period commencing on
the later of (i) the date on which the Option Holder first becomes an employee
of the Company or its Affiliate, or (ii) January 1, 1995, and on each
anniversary date thereafter; provided, however, that if, subsequent to an Option
Holder's Termination Date, an Option Holder is reemployed by the Company or its
Affiliate, service prior to such reemployment shall be disregarded with respect
to Options granted at or after such reemployment.  Further, any Leave of Absence
from the Company or its affiliate shall be disregarded when determining the
Option Holder's Years of Service.
 
      2.   GRANT OF OPTIONS.
 
          The Company may grant an Option or Options to any employee of the
Company or its Affiliates.  An Option granted hereunder shall be evidenced by a
written agreement between the Company and the Option Holder which shall set
forth the quantity of Equity Interests with respect to which the Option is
granted, the Option price, the date the Option is granted, and such other terms,
conditions and restrictions as the Company deems advisable and which are not
inconsistent with the terms of this 

Plan, including but not limited to the right of the Company to redeem the Option
acquired hereunder and a right of first refusal of the Company to purchase the
Option intended to be transferred by the recipient of the Option. The grant of
one or more Options does not give voting or other rights in the Company or in
management of the Company to the Option Holder. Upon exercise of an Option and
acquisition of an Equity Interest, the holder of the Equity Interest will not
have voting or other management rights in the Company.
 
      3.  WHEN EXERCISABLE.
 
          3.1  FIFTEEN-YEAR TERM.  The Option may be exercised by the Option
Holder, in whole or in the part, at any time or times after December 31, 1996
and within a 15-year period following the date the Option is granted, subject to
the vesting provisions of Section 3.2, and the early termination provisions of
Sections 5 and 10.2.  Any portion of the Option not exercised by the end of the
15-year term shall terminate unless the Option term is extended by the Company.
 
          3.2  VESTING.  The Option Holder's right to exercise the Options
granted hereunder is subject to such Options being vested.  An Option Holder
shall vest in Options according to the number of whole Years of Service,
determined according to the following schedule, or such other schedule as may be
determined by the Administrative Committee:
 
                     Number of              Vested
                    Years of Service      Percentage
                    ----------------      ----------
                    
                    1 Year                   25%
                    2 Years                  25%
                    3 Years                  25%
                    4 Years                  25%
 
      4.   PAYMENT OF OPTION PRICE.
 
          4.1  WHEN DUE.  Payment of the Option price shall be made in full at
the time the notice of exercise of the Option is delivered to the Company and
shall be in cash, bank certified or cashier's check or personal check (unless at
the time of exercise the Administrative Committee in a particular case
determines not to accept a personal check) for the Equity Interest being
purchased.  Subject to the terms of this Plan

(including but not limited to Section 9 below), upon receipt of the payment
price, the Company's records shall be amended to identify the holder of such
Option as a member of the Company holding Class B membership interests in the
Company with a capital contribution equivalent to payment price and the number
of units subject to the exercised Options.
 
          4.2  ADDITIONAL FORMS OF PAYMENT.  The Administrative Committee may
determine at any time before exercise of the Option that additional forms of
payment will be permitted.  To the extent permitted by the Administrative
Committee and applicable laws and regulations (including, but not limited to,
federal tax and securities laws and state corporate, partnership or limited
liability company laws), an Option may be exercised by:
 
               (a) Delivery of a properly executed exercise notice, together
     with irrevocable instructions to a broker to sell all or a portion of the
     Equity Interest or make a loan to the Option Holder, all in accordance with
     appropriate governmental regulations, and to promptly deliver to the
     Company the amount of sale or loan proceeds to pay the exercise price and
     any federal, state or local withholding tax obligations that may arise in
     connection with the exercise; or
 
               (b) Delivery of a properly executed exercise notice, together
     with instructions to the Company to withhold from the Equity Interest that
     would otherwise be issued upon exercise that quantity of Equity Interests
     having a Fair Market Value equal to the Option price, and to cancel such
     withheld Equity Interests.
 
          4.3   CASH PAYMENT.  In lieu of requiring an Option Holder to pay
cash or Equity Interests and to receive in turn Equity Interests upon the
exercise of an Option, the Administrative Committee may elect to require the
Option Holder to surrender the Option to the Company for cancellation as to all
or any portion of the Equity Interest covered by the intended exercise and
receive in exchange for such surrender a payment, at the election of the
Administrative Committee, in cash, or in a combination of cash and Equity
Interests, equivalent to the appreciated value of the Equity Interests covered
by the Option surrendered for cancellation.  Such appreciated value shall be the
difference between the Option price of such Equity Interest (as adjusted
pursuant to Section 10) and the Fair Market Value of such Equity Interest.

          4.4   PAYMENT DUE.  The delivery of the notice of exercise by the
Option Holder shall constitute an exercise by the Option Holder of the Option to
the extent therein set forth, and payment for the Equity Interests covered by
such exercise shall become due immediately.
 
          4.5   WITHHOLDING TAX REQUIREMENTS.  The Company shall have the
right determined in its sole and unfettered discretion (i) to require the Option
Holder fully to fund with cash paid to the Company prior to exercise of an
Option, or (ii) to retain and withhold from any payment of cash or Equity
Interest under the Plan, the amount of taxes required by any government to be
withheld or otherwise deducted and paid with respect to such payment.  Any
exercise attempted by an Option Holder contrary to the instructions of the
Company in this regard shall be null and void.
 
          5.   TERMINATION OF OPTION.
 
          Notwithstanding Section 3 above to the contrary, the Option, to the
extent unexercised, shall terminate prior to the termination date set forth in
Section 3.1 above, under the following circumstances:
 
          5.1  TERMINATION OF EMPLOYMENT.  The Option, to the extent
unexercised, shall terminate one hundred eighty (180) days following the date
the Option Holder ceases to be employed by the Company or its Affiliate.  The
foregoing shall not apply in the case of termination for cause (as defined in
Section 5.4 below), termination as the result of total disability, or
termination as a result of the Option Holder's death.
 
          5.2  DISABILITY.  The Option, to the extent unexercised, shall
terminate 12 months following the date the Option Holder ceases to be employed
by the Company or its Affiliate, if such cessation of employment is due to the
total disability of the Employee, as reasonably determined by the Administrative
Committee.
 
          5.3  DEATH.  The Option, to the extent unexercised, shall
terminate 12 months following the date of Option Holder's death.
 
          5.4  TERMINATION FOR CAUSE.  The Option, to the extent
unexercised, shall terminate immediately upon the Option Holder being given
notice by the Company or its Affiliate that the Option Holder is being
terminated as an employee for cause.  For the purposes of the foregoing, the
termination for cause shall mean 

termination for any one or more of the following reasons, as determined by the
Administrative Committee:
 
               (a)  Embezzlement;
 
               (b)  Repeated use of drugs or alcohol which materially impairs
     the Option Holder's ability to fulfill his or her duties as an employee;
 
               (c) The willful disclosure of trade secrets or confidential
     information of the Company;
 
               (d) Dishonesty which results in substantial harm to the Company;
     or
 
               (e) Conviction or confession of a criminal felony.
 
     5.5  ATTEMPTED TRANSFER.       Any attempt to assign, encumber, sell, or
otherwise transfer all or any portion of the Option Holder's Options hereunder
other than as set forth in Section 6 below.
 
          6.   TRANSFER.
 
          The Option is not transferable by the Option Holder other than by Will
and by the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined under the Employee Retirement Income Security Act.
The Option shall be exercisable only by the Option Holder, his or her personal
representative, beneficiaries or heirs, or the transferee under a qualified
domestic relations order.
 
          7.   BUYOUT.
 
          7.1       COMPANY PURCHASE OPTION.  Upon the occurrence of any one or
more of the events or conditions indicated below, and subject to the terms of
the "Purchase Procedures" stated in Section 7.2,  an option (the "Election")
shall be deemed to be triggered in favor of the Company to purchase Option
Holder's  (or his or her trustee in bankruptcy, personal representative,
guardian, executor or administrator (as appropriate) (collectively referred to
in this Section with the Option Holder as the "Transferee")) or Transferee's
Options in the Company  at a purchase price equal to the then Fair Market Value.
(With respect to the Company's right to repurchase Options, 

this Plan shall govern despite the provisions of the Company's Limited Liability
Company Agreement. With respect to the Company's right to repurchase Equity
Interests, the Company's Limited Liability Company Agreement shall govern
despite the provisions of this Plan.) The events or conditions are:
 
               (a) the filing of a petition in bankruptcy by or against the
     Transferee which is not vacated within sixty (60) days after the filing
     thereof;
 
               (b) an adjudication by a court of competent jurisdiction that the
     Transferee is an insane or incompetent person;
 
               (c) any general assignment by the Transferee for the benefit of
     his creditors;
 
               (d)  the death of the Transferee;
 
               (e) the termination, for any reason, of the Transferee's
     employment with the Company or any Affiliate of the Company, or the
     termination of any Employment Agreement by and between the Transferee and
     the Company or any Affiliate of the Company;
 
               (f) any other event which, were it not for the provisions of this
     Agreement, would cause any such Interest in the Company, or any interest
     therein, to be sold, assigned, awarded, confirmed, or otherwise
     transferred, for consideration or otherwise, to any person, whether
     voluntarily, involuntarily, or by operation of law.
 
          7.2   PURCHASE PROCEDURES.  The purchase of the Transferee's
Options in the Company shall be made in accordance with the following terms and
conditions (the "Purchase Procedures"):  Within thirty (30) days after the
occurrence of an event described in Section 7.1, the Transferee shall give
notice (the "Option Notice") to the Company of such event specifying the date of
such event and describing in reasonable detail the nature of the event.  Such
Option Notice shall be deemed to grant the Company an option (the "Election"),
exercisable within 180 days of such Option Notice (the "Exercise Period"), to
purchase the Transferee's Option in the Company for its Fair Market Value.

          7.3    PAYMENT.  The purchase price for the Transferee's Option
shall be paid as follows.  An initial cash payment shall be made at the time of
transfer of the Transferee's Interest to the Company in an amount equal to 25%
of the Fair Market Value, together with an amount equal to 40% of the income or
gain realized by the Transferee upon such transfer.  The balance shall be made
in cash in five (5) equal payments of principal over five (5) years.  Interest
will be paid on the unpaid balance at a per annum rate equal to Seattle-First
National Bank's Prime Rate at the time the first installment is paid.  Interest
shall be payable on each installment date.  The unpaid balance of the Purchase
Price for the Transferee's Interest in the Company may be prepaid in whole or in
part at any time without penalty.  The Company shall have the right, on thirty
(30) days' prior written notice to the Option Holder or Transferee, to elect to
pay the purchase price by distributing any remaining balance payable pursuant to
this Section 7.3 in an undivided pro rata interest in all of the assets of the
Company.
 
          8.   EMPLOYMENT RIGHTS.
 
          The grant of Options under this Plan (or the exercise of such Options)
shall not confer upon Option Holder any right to, or guaranty of, continued
employment by the Company or its Affiliates, or to the Option Holder's
continuation in his or her position as of the date of the Option is granted, or
in any way limit the right of the Company or its Affiliates to terminate the
Option Holder's employment at any time.
 
          9.   SECURITIES REGULATIONS.
 
          9.1       COMPLIANCE.  Equity Interests shall not be issued with
respect to an Option unless the exercise of such Option and the issuance and
delivery of such Equity Interests pursuant thereto complies with all relevant
provisions of law, including, without limitation, any applicable state
securities laws, the Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the Equity Interest may then be listed, and shall further be
subject to the approval of counsel for the Company with respect to such
compliance.  The inability of the Company to obtain from any regulatory body
having jurisdiction, the authority deemed by Company counsel to be necessary for
the lawful issuance and sale of any Equity Interest hereunder, shall relieve the
Company of any liability in respect to the nonissuance of such Equity Interest
as to which such authority shall not have been obtained.

               9.2  REPRESENTATIONS BY OPTION HOLDER.
 
               (a) As a condition to the exercise of an Option, the Company may
     require the Option Holder to represent and warrant at the time of any such
     exercise that the Equity Interest is being purchased only for investment
     and without any present intention to sell or distribute such Equity
     Interest, if, in the opinion of counsel for the Company, such
     representation is required by any relevant provision of the laws referred
     to in Section 9.1.  At the option of the Company, a stop transfer order
     against any Equity Interest may be placed on the official books and records
     of the Company, and a legend indicating that the Equity Interest may not be
     pledged, sold, or otherwise transferred unless an opinion of counsel is
     provided (concurred in by counsel for the Company) stating that such
     transfer is not in violation of any applicable law or regulation, may be
     stamped on any certificate representing the Equity Interest in order to
     assure exemption from registration.  The Administrative Committee of the
     Company may also require such other action or agreement by the Option
     Holder as may from time to time be necessary to comply with federal and
     state securities laws.  This provision shall not obligate the Company to
     undertake registration of Equity Interests issued hereunder.
 
               (b) Option Holder recognizes that the primary investor in the
     Company has invested in excess of fifty-five million Dollars ($55,000,000)
     as equity in the Company, that other investors have also made material
     equity investments in the Company, and that pursuant to the Company's
     Limited Liability Company Agreement (as amended from time to time), the
     primary investor and certain other investors in the Company (holders of
     Class A membership interests in the Company) are entitled to a Preferred
     Return on all of their respective investments in the Company, whether such
     investments are made before or after the date of this Plan, at a rate equal
     to the Seattle-First National Bank Prime Rate of interest plus two percent
     (2%) per annum, and to a preferred repayment of their respective
     investments in the Company.
 
          10.  CHANGES IN OWNERSHIP OR CAPITAL STRUCTURE.
 
          10.1      CHANGE IN EQUITY INTERESTS.  In the event that the
outstanding Equity Interests of the Company are hereafter increased or decreased
or changed or exchanged for a different number or kind of Equity Interest of the
Company by reason of any reorganization, consolidation, recapitalization,
reclassification, stock split-up, combination of Equity Interests, or dividend
or distribution payable in Equity Interests, appropriate adjustment shall be
made by the Administrative Committee to the number 

and kind of Equity Interests subject to Options granted under this Plan, to the
end that the Option Holder's proportionate interest as reflected by his or her
unexercised Option shall be maintained as before the occurrence of such event.
Such adjustment in the quantity of Equity Interests remaining subject to Options
shall be made without change in the total price applicable to the unexercised
portion of the Options and with the corresponding adjustment in the exercise
price per item of Equity Interest. Any such adjustment made by the
Administrative Committee shall be conclusive.
 
          10.2      EXCHANGE OF EQUITY INTEREST IN ANOTHER ENTITY.  If the
owners of the Company receive equity interests of another entity ("Exchange
Equity") in exchange for their Class A membership interests in the Company in
any transaction involving a merger, consolidation, acquisition of property or
equity interests, separation, reorganization or liquidation, all Equity
Interests as well as the unexercised portion of the Options shall be converted
into ownership of or options to purchase Exchange Equity unless in the sole and
unfettered discretion of the Administrative Committee such conversion shall not
be feasible.  The amount and price of the converted options shall be determined
by adjusting the amount and price of the Equity Interests subject to the Option
granted hereunder in the same proportion as used for determining the quantity of
Exchange Equity the holders of Class A membership interests receive in such
merger, consolidation, acquisition of property or equity interest, separation,
reorganization or liquidation.  The vesting schedule set forth in Section 3.2 of
this Plan shall continue to apply to the options granted for the Exchange
Equity.  In the event the unexercised portion of the Option is terminated, the
Option Holder shall have the right immediately prior to any such merger,
consolidation, acquisition of property or equity interest, separation,
reorganization or liquidation to exercise his or her unexercised portion of the
Option in whole or in part to the extent vested.
 
          10.3      NO DILUTION PROTECTION.  In the event of injection of
additional equity into the Company, the interests of all Option Holders shall be
diluted in a fashion determined in the sole and unfettered discretion of the
Administrative Committee.
 
          11.  ADMINISTRATION.
 
          11.1      ADMINISTRATIVE COMMITTEE.  The Administrative Committee of
the Plan shall initially be comprised of three members.  Two of the members
shall be appointed by Eagle River Investments, L.L.C., the primary member of the
Company, and the third shall be the President of the Company.

          11.2      CONSTRUCTION AND INTERPRETATION.  The construction and
interpretation of any provision of this Plan by the Administrative Committee
shall be final and conclusive.  The Company may alter, modify, change, or
terminate this Plan at any time in its sole and unfettered discretion.
 
          11.3      DELEGATION.  The Administrative Committee may, in its sole
and unfettered discretion, delegate its duties hereunder to an officer or
employee, or a committee composed of officers and/or employees of the Company;
provided, however, the Administrative Committee may not delegate its authority
to construe and interpret this Plan or its authority to grant Options.
 
          11.4      EXCHANGE ACT COMPLIANCE.  The foregoing notwithstanding, in
the event the Company shall register any of its Equity Interests pursuant to
Section 12(b) or 12(g) of the Exchange Act, (1) this Plan and any outstanding
Options shall be modified to the extent necessary to comply in all respects with
Rule 16b-3 under the Exchange Act and, if any Plan provision is later found not
to be in compliance with such Section, the provision shall be construed in favor
of its meeting the requirements of Rule 16b-3, and (ii) the Administrative
Committee, in its sole and unfettered discretion, may bifurcate the Plan so as
to restrict, limit or condition the use of any provision of the Plan to Option
Holders who are officers and directors subject to Section 16(b) of the Exchange
Act without so restricting, limiting or conditioning the Plan with respect to
other Option Holders.
 
          12.  CLAIMS PROCEDURE.
 
          12.1      INTERPRETATION.  Any person desiring a benefit under,
interpretation or construction of, ruling under or information regarding this
Plan shall submit a written request therefor to the Administrative Committee.
The Administrative Committee shall respond in writing to any such request as
soon as practicable.  Any interpretation or construction of, and any ruling
under, this Plan by the Administrative Committee shall be final and binding on
all parties.
 
          12.2      DENIAL OF CLAIM.  If a claim for benefits under this Plan is
denied in whole or in part, the Administrative Committee shall notify the
claimant of such denial and of his or her right to a conference with an
individual designated in the notice for the purpose of explaining the denial.
If the claimant does not want such a conference, or is dissatisfied with its
outcome, he or she shall be furnished in writing, in a manner 

calculated to be understood by the claimant, specific reasons for such denial,
specific references to the Plan provisions on which the denial is based, a
description of any additional material necessary for him or her to perfect his
or her claim, an explanation of why such material is necessary, and an
explanation of this Plan's review procedure as described in Section 12.3.
 
          12.3      APPEAL PROCEDURE.  Any person, or his or her duly authorized
representative, whose claim for benefits under this Plan has been denied in
whole or in part, may appeal from such denial to the Administrative Committee by
submitting to the Administrative Committee a written request for review within
seventy-five (75) days after receiving notice of denial.  The Administrative
Committee shall give the claimant an opportunity to review pertinent documents
relating to the denial in preparing his or her request for review.  The request
must set forth all the grounds upon which it is based, supporting facts and
documents, and any other matters which the claimant deems pertinent, and the
relief sought.  The Administrative Committee may require the claimant to submit
such additional facts, documents or other material as it deems necessary or
advisable in making its review.  The Administrative Committee shall act upon a
request for review within 60 days after receipt thereof unless special
circumstances require further time, but in no event later than 120 days after
such receipt.  If the Administrative Committee confirms the denial in whole or
in part, the Administrative Committee shall give written notice to the claimant
setting forth, in a manner calculated to be understood by the claimant, the
specific reasons for denial and specific reference to the Plan provisions on
which the decision was based.  The determination of the Administrative Committee
upon such review shall be final and conclusive and shall be binding upon the
claimant and all persons claiming by, through or under him or her, subject,
however, to any right of appeal under applicable law.
 
          13.  AMENDMENT.
 
          The Company may, by action of its Members, in the exercise of its sole
and unfettered discretion, amend this Plan at any time.  Any amendment of this
Plan shall not affect the rights of any Option Holder with respect to Options
held at the time of the amendment.
 
          14.  GOVERNING LAW.
 
          This Option Plan shall be governed by the laws of the State of
Washington.

                                             NEXTLINK COMMUNICATIONS, L.L.C.
                                             (formerly known as FiberLink
                                              Investments, L.L.C.)
 
 
 
Date:                                  By:
     -----------------------------         ---------------------------------
                                       Its:
                                           ---------------------------------  

 

Basic Info X:

Name: AMENDED AND RESTATED EQUITY OPTION PLAN
Type: Amended and Restated Equity Option Plan
Date: May 28, 1996
Company: NEXTLINK CAPITAL INC
State:

Other info:

Date:

  • January 1 , 1995
  • December 31 , 1996
  • Within thirty 30

Organization:

  • Option Holder 's Years of Service
  • Administrative Committee : Number of Vested Years of Service
  • Company 's Limited Liability Company Agreement
  • Fair Market Value
  • Administrative Committee of the Company
  • Seattle-First National Bank Prime Rate
  • the Exchange Equity
  • Eagle River Investments , L.L.C.

Location:

  • Transferee
  • Washington

Money:

  • fifty-five million Dollars
  • $ 55,000,000

Person:

  • Transferee

Percent:

  • 50 %
  • 25 %
  • 40 %
  • two percent
  • 2 %