AMENDED AND RESTATED
STOCK INCENTIVE PLAN, AS AMENDED
(1) Purpose . The purpose of the FiberTower Corporation Stock Incentive Plan, as amended
from time to time (the “Plan”), is to promote the interests of FiberTower Corporation, a Delaware corporation
(the “Company”), and any Parent or Subsidiary thereof and the interests of the Company’s stockholders by
providing an opportunity to selected employees, directors and officers of the Company or any Parent or
Subsidiary thereof as of the date of the adoption of the Plan or at any time thereafter to purchase Common Stock
of the Company. By encouraging such stock ownership the Company seeks to attract, retain and motivate such
employees, directors and officers and other persons and to encourage such employees, directors and officers and
other persons to devote their best efforts to the business and financial success of the Company. It is intended that
this purpose will be effected by the granting of “non-qualified stock options” and/or “incentive stock options” to
acquire the Common Stock of the Company and by the granting of Restricted Stock. Under the Plan, the
Committee (as hereinafter defined) shall have the authority (in its sole discretion) to grant “incentive stock
options” within the meaning of Section 422(b) of the Code, “non-qualified stock options” as described in
Treasury Regulation Section 1.83-7 or any successor regulation thereto and Restricted Stock.
(2) Definitions . For purposes of the Plan, the following terms used herein shall have the
following meanings, unless a different meaning is clearly required by the context:
A. “Awards” means, collectively, Options or Restricted Stock.
B. “Board of Directors ” shall mean the Board of Directors of the Company.
C. “ Code ” shall mean the Internal Revenue Code of 1986, as amended.
D. “ Committee ” shall mean the committee of the Board of Directors referred t