ADVANCED RADIO TELECOM CORP.
RESTATED EQUITY INCENTIVE PLAN
The purpose of this Restated Equity Incentive Plan (the "Plan") is to advance the interests of Advanced Radio
Telecom Corp. (the "Company") by enhancing its ability to attract and retain employees and other persons or
entities who are in a position to make significant contributions to the success of the Company and its subsidiaries
through ownership of shares of the Company's common stock ("Stock").
The Plan is intended to accomplish these goals by enabling the Company to grant Awards in the form of Options,
Stock Appreciation Rights, Restricted Stock or Unrestricted Stock Awards, Deferred Stock Awards,
Performance Awards, Loans or Supplement Grants, or combinations thereof, all as more fully described below.
Unless otherwise determined by the Board of Directors of the Company (the "Board"), the Plan will be
administered by a Committee of the Board designated for such purpose (the "Committee"). The Committee shall
consist of at least two directors. A majority of the members of the Committee shall constitute a quorum, and all
determinations of the Committee shall be made by a majority of its members. Any determination of the
Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a
majority of the Committee members. During such times as the Stock is registered under the Securities Exchange
Act of 1934 (the "1934 Act"), all members of the Committee shall be non-employee directors within the meaning
of Rule 16b-3 under the 1934 Act and "outside directors" within the meaning of Section 162(m)(4)(C)(i) of the
Internal Revenue Code of 1986, as amended (the "Code").
The Committee will have authority, not inconsistent with the express provisions of the Plan and in addition to
other authority granted under the Plan, to (a) grant Awards at such time or times as it may choose; (b) determine
the size of each Award, including the number of shares of