ADVANCED RADIO TELECOM CORP.
1997 EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
The purpose of this 1997 Equity Incentive Plan for Non-Employee Directors (the "Plan") is to advance the
interests of Advanced Radio Telecom Corp. (the "Company") by enhancing the ability of the Company to attract
and retain non- employee directors who are in a position to make significant contributions to the success of the
Company and to align the interests of those directors more closely with those of the stockholders.
Unless otherwise determined by the Board of Directors of the Company (the "Board"), the Plan shall be
administered by the Compensation Committee of the Board or such other committee of the Board designated by
the Board for that purpose (the "Committee"). If the Board shall determine that the Plan shall be administered by
the entire Board, the references in the Plan to the "Committee" shall be deemed references to the Board. The
Committee shall have authority, not inconsistent with the express provisions of the Plan, (a) to grant options in
accordance with the Plan, (b) to prescribe the form or forms of instruments evidencing options and any other
instruments required under the Plan and to change such forms from time to time; (c) to adopt, amend and rescind
rules and regulations for the administration of the Plan; and (d) to interpret the Plan and to decide any questions
and settle all controversies and disputes that may arise in connection with the Plan. Such determinations of the
Committee shall be conclusive and shall bind all parties.
3. EFFECTIVE DATE AND TERM OF THE PLAN
The Plan shall become effective on October 16, 1997, the date on which the Plan was approved by the Board of
Directors of the Company, subject to approval by the stockholders of the Company. After October 16, 2007,
no option shall be granted under the Plan, but options previously granted may extend beyond that date. No
elections may be made, and no Deferred Stock Awards