Amended through May 26, 1999
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 one or more Committees of the Board designated for such purpose consisting of one or more
members (each, a "Committee"). If a Committee shall have more than two members, a majority of the members
of any such Committee shall constitute a quorum, and all determinations of any such Committee shall be made by
a majority of its members. Any determination of a Committee under the Plan may be made without notice or
meeting of such Committee by a writing signed by all members if the Committee shall have one or two members
or by a majority of such Committee members if the Committee shall have more than two members.
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 Stock subject to the Award; (c) determine the type or
types of each Award; (d) determine the terms and conditions of each Award; (e) waive compliance by