NEXTLINK COMMUNICATIONS, INC.
STOCK OPTION PLAN
(as amended on September 30, 1997, December 31, 1997, February 5, 1998, February 4, 1999, May 3, 1999,
October 19, 1999 and February 16, 2000)
SECTION 1. Purpose. The purpose of this Stock Option Plan (this "Plan") is to provide a means whereby
Nextlink Communications, Inc. (the "Company") or any parent or subsidiary of the Company, as defined in
Subsection 5.9 (the "related entities"), may continue to attract, motivate and retain selected employees, officers
and independent contractors who can materially contribute to the Company's growth and success, and to
encourage stock ownership in the Company through granting incentive stock options or nonqualified stock
options, or both, to purchase the Class A Common Stock of the Company (as defined in Section 3), so that such
key employees and other persons and entities will more closely identify their interests with those of the Company
and its shareholders. In addition, options under this Plan may serve as replacement options for options issued
under the Equity Option Plan sponsored by the Company's predecessor.
SECTION 2. Administration. This Plan shall be administered by the Board of Directors of the Company (the
"Board") or, in the event the Board shall appoint or authorize a committee to administer this Plan, by such
committee. The administrator of this Plan shall hereinafter be referred to as the "Plan Administrator."
2.1 Procedures. The Board may designate one of the members of the Plan Administrator as chairperson. The
Plan Administrator may hold meetings at such times and places as it shall determine. The acts of a majority of the
members of the Plan Administrator present at meetings at which a quorum exists, or acts reduced to or approved
in writing by all Plan Administrator members, shall be valid acts of the Plan Administrator.
2.2 Responsibilities. Except for the terms and conditions explicitly required in this Plan, the Plan Administrator
shall have the authority, in its discretion