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Nextlink Communications Inc/DE – ‘DEFR14C’ on 5/24/99

As of: Monday, 5/24/99 · Accession #: 1047469-99-21934 · File #: 0-22939

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/24/99  Nextlink Communications Inc/DE    DEFR14C                1:83K                                    Merrill Corp/New/FA

Revised Definitive Proxy Information Statement — Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14C     Revised Definitive Proxy Information Statement        27    125K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Federal Income Tax Consequences Relating to the Stock Option Plan Incentive Stock Options
1	1st Page - Filing Submission
5	Federal Income Tax Consequences Relating to the Stock Option Plan
6	Incentive Stock Options

DEFR14C 1st Page of 27 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14C INFORMATION

DEFINITIVE INFORMATION STATEMENT
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934 

Check the appropriate box:                                              
/ /  Preliminary Information Statement                                  
/ /  Confidential, for Use of the Commission Only (as permitted by Rule 
14c-5(d)(2))                                                  
/X/  Definitive Information Statement                                   

                       NEXTLINK COMMUNICATIONS, INC.
--------------------------------------------------------------------------------
(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):                              

/X/  No fee required                                                            
/ /  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11       
  (1) Title of each class of securities to which transaction applies:  N/A
(2) Aggregate number of securities to which transaction applies:  N/A 
(3) Per unit price or other underlying value of transaction computed  
     pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):  N/A 
(4) Proposed maximum aggregate value of transaction:  N/A             
(5) Total fee paid:  N/A                                              

/ /  Fee paid previously with preliminary materials.                            

/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

(1) Amount Previously Paid:  N/A                                      

(2) Form, Schedule or Registration Statement No.:  N/A                

(3) Filing Party:  N/A                                                

(4) Date Filed:  N/A                                                  

DEFR14C 2nd Page of 27 TOC 1st Previous Next ↓Bottom Just 2nd
NEXTLINK COMMUNICATIONS, INC. 
500 - 108TH AVENUE N.E., SUITE 2200 
BELLEVUE, WASHINGTON 98004
(425) 519-8900

INFORMATION STATEMENT 

  We have sent you this information statement to inform you of amendments to
the NEXTLINK Communications, Inc. Stock Option Plan. The amendments authorize an
additional 8,145,304 shares of our Class A common stock to be issued under the  
Stock Option Plan. Our Board of Directors has unanimously approved the          
amendments. In addition, the amendments were approved by a stockholder that     
holds shares of NEXTLINK common stock with a majority of the total voting power 
of all shares of outstanding common stock. Because we are a corporation         
organized under the laws of the State of Delaware, our stockholders may take    
action by written consent without a meeting.                                    

 This information statement is designed to inform you of the amendments to
the Stock Option Plan. It also summarizes information that we are required to   
provide to you under the rules of the Securities and Exchange Commission. In    
addition, this information statement serves as the notice that we are required  
to provide to you under the laws of Delaware that action has been taken by less 
than all stockholders of NEXTLINK by a written consent without a meeting of     
stockholders.                                                                   

   This information statement is being mailed on or about May 21, 1999, to all
stockholders of record at the close of business on May 3, 1999. The amendment   
will become effective 20 days after the date on which we mail this information  
statement to all stockholders of NEXTLINK.                                      

INFORMATION ABOUT VOTES NECESSARY TO APPROVE THE AMENDMENTS                     

Eagle River Investments, LLC approved the amendments to the Stock Option
Plan by written consents dated February 22, 1999 and May 3, 1999. Eagle River   
holds 18,871,787 shares of Class B common stock, which represent 58.4% of the   
total votes attributable to all shares of common stock.                         

   Approval of the amendments to the Stock Option Plan requires an affirmative
vote of the majority of the total votes attributable to NEXTLINK's common stock.
NEXTLINK has issued two classes of common stock, Class A and Class B common     
stock. We use the term "common stock" when referring to Class A and Class B     
common stock together. Each share of Class A common stock is entitled to one    
vote. As of May 3, 1999, there were 31,528,928 shares of Class A common stock   
outstanding. Each share of Class B common stock is entitled to ten votes. As of 
May 3, 1999, there were 29,104,372 shares of Class B common stock outstanding.  
The holders of NEXTLINK's 14% Senior Exchangeable Redeemable Preferred Stock and
6 1/2% Cumulative Convertible Preferred Stock are not entitled to vote on       
matters such as the amendment to the Stock Option Plan.                         

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.                                                                          

DEFR14C 3rd Page of 27 TOC 1st Previous Next ↓Bottom Just 3rd
AMENDMENT OF STOCK OPTION PLAN

In January 1997, the stockholders approved the Stock Option Plan. We    
presently are authorized to issue 9,854,696 shares of Class A common stock upon 
the exercise of options granted under the Stock Option Plan. Our Board of       
Directors has approved amendments to the Stock Option Plan to increase by       
8,145,304 the number of shares that may be issued under the plan. Following the 
Board's action, a stockholder that holds shares of common stock with a majority 
of the voting power attributable to all shares of outstanding common stock      
approved the amendments.                                                        

The purpose of the Stock Option Plan is to promote company success by   
providing a performance incentive for certain officers, employees, and          
individuals who provide services to us, and to enable these individuals to      
acquire or increase a proprietary interest in our success. Currently, the Board 
feels that granting options to substantially all employees of NEXTLINK          
effectively promotes company success. The Board believes that the number of     
shares presently available for issuance will be insufficient to achieve the     
purpose of the Stock Option Plan over the term of the plan unless the additional
shares are authorized.                                                          

DESCRIPTION OF THE STOCK OPTION PLAN                                            

The Board has appointed and authorized the Compensation Committee of the
Board to administer the Stock Option Plan, and its members currently are Dennis 
Weibling and William A. Hoglund. When the Compensation Committee is acting in   
its capacity as administrator of the Stock Option Plan, we refer to it as the   
Plan Administrator. The Board may remove members from, or add members to, the   
Compensation Committee at any time. The Board fills all vacancies on the        
Compensation Committee, however caused.                                         

Within the parameters established by the Stock Option Plan, the Plan    
Administrator has the sole discretion to determine all terms and conditions of  
options granted under the Stock Option Plan. These determinations include:      

- selection of the individuals receiving option grants,                 

- the number of shares available under each option,                     

- the exercise price,                                                   

- the time or times at which options may be exercised, and              

    - whether all of the options may be exercisable at one time or in increments
over time.                                                          

   Separate option grants under the Stock Option Plan need not be identical in
any respect, even when made simultaneously. The Plan Administrator provides each
optionee with an option agreement, which describes the relevant terms of the    
option.                                                                         

The Plan Administrator acts as the manager of the Stock Option Plan, and
possesses discretionary authority to determine all matters relating to the      
options to be granted. The Plan Administrator has the sole authority to         
interpret the provisions of the Stock Option Plan, any option issued under the  
Stock Option Plan, and any rule or regulation applicable to the Stock Option    
Plan. The Plan Administrator's interpretation is conclusive and binding on all  
interested parties, so long as the interpretation and construction with respect 
to incentive stock options corresponds to the requirements of the Internal      
Revenue Code of 1986 and related Internal Revenue Service regulations.          

    The Plan Administrator may modify or amend outstanding options granted under
the Stock Option Plan. A modification or amendment, however, may not impair or  
diminish any of the rights of any optionee or any of the obligations of NEXTLINK
without the consent of the optionee. Except as otherwise provided in the Stock  
Option Plan, no outstanding option shall be terminated without the consent of   
the optionee. Unless the optionee agrees otherwise, any change or adjustment to 
an outstanding incentive stock option shall be made so as not to cause the      
option to cease qualifying as an incentive stock option.                        

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DEFR14C 4th Page of 27 TOC 1st Previous Next ↓Bottom Just 4th
  The Stock Option Plan terminates on January 15, 2007. No stock options may
be granted under the Stock Option Plan on or after January 15, 2007.            

 The Board has reserved the right to terminate, modify, or amend the Stock
Option Plan. The Board, however, must obtain stockholder approval for any       
amendment that:                                                                 

    - increases the number of shares of Class A common stock available under the
Stock Option Plan,                                                  

- changes the determination of who is eligible to receive and option, or

- requires stockholder approval under applicable law.                   

  The stock available for issuance under the Stock Option Plan are shares of
our authorized but unissued Class A common stock. When the amendments to the    
Stock Option Plan become effective, a total of 18,000,000 shares may be issued  
under the plan. When an option expires or terminates for any reason, the number 
of unexercised or forfeited shares subject to the option may again become       
available for grant under the Stock Option Plan.                                

The following table sets forth information regarding the number of the  
additional 8,145,304 shares that have been granted, or that we expect to grant, 
under the Stock Option Plan as of the date of this information statement. With  
respect to future grants of these additional shares, because the officers and   
employees of NEXTLINK who may participate and the amount of their options are   
determined by the Plan Administrator in its discretion, it is not possible to   
state the names or positions of, or the number of options that may be granted   
to, NEXTLINK's officers and employees in the future.                            

                                                        [Enlarge/Download Table]

                                                                                                 NUMBER OF SHARES 
                                                                                                 UNDERLYING OPTION
NAME AND PRINCIPAL POSITION                                                                           GRANTS      
-----------------------------------------------------------------------------------------------  -----------------
                                                                                                                  
Steven M. Hooper, Chairman and Chief Executive Officer.........................................         500,000   
All executive officers as a group (12 persons).................................................       1,040,000   
All non-executive officer directors as a group (8 persons).....................................         400,000   
All directors as a group (9 persons)...........................................................         900,000   
All non-executive officer employees as a group.................................................       1,279,480   

  Incentive stock options may be granted only to employees of NEXTLINK (or a
parent or subsidiary corporation of NEXTLINK), including Board members who also 
are employees of NEXTLINK (or employees of a parent or subsidiary corporation of
NEXTLINK). Non-statutory options may be granted to employees and non-employees  
of NEXTLINK (or a corporate or non-corporate parent or subsidiary), including   
non-employee Board members. Certain limitations apply to 10% stockholders.      

 The purchase price per share of Class A common stock under each incentive
stock option shall be not less than the fair market value of the Class A common 
stock on the date the option is granted, except where the option is a           
substituted or assumed option from another plan, and the exercise price relates 
to the original exercise price, in accordance with applicable provisions of the 
Internal Revenue Code. Certain additional limitations apply to 10% stockholders.

The aggregate shares of Class A common stock available to an optionee   
through incentive stock options that are exercisable for the first time during a
calendar year may not exceed $100,000 in value. For purposes of this limit, the 
Class A common stock must be valued at its fair market value as of the option   
grant date. To the extent an incentive stock option exceeds this limitation, it 
shall be considered a non-statutory stock option.                               

An option holder desiring to exercise an option must notify NEXTLINK in 
writing of his or her intention to exercise an option for the number of shares  
specified in the notice and pay to NEXTLINK the full purchase price provided in 
the option. Payment of the purchase price may be by any method provided for in  
an optionee's individual option agreement, which may provide that payments may  
be made in cash,                                                                

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DEFR14C 5th Page of 27 TOC 1st Previous Next ↓Bottom Just 5th
by check, by delivering a properly executed exercise notice together with       
irrevocable instructions to a broker to promptly deliver to NEXTLINK the amount 
of sale proceeds necessary to pay the exercise price, or under the cashless     
exercise procedures set forth in the Stock Option Plan.                         

For tax purposes, NEXTLINK is required to withhold from the optionee's  
compensation or collect from the optionee an amount for federal, state and local
taxes resulting from the optionee's compensation income, if any, at the time of 
exercise. See "Federal Income Tax Consequences Relating to the Stock Option     
Plan" below. At its discretion, NEXTLINK may require an optionee who receives   
shares of stock to reimburse NEXTLINK for any such taxes required to be withheld
and may withhold any distribution in whole or in part until NEXTLINK is so      
reimbursed. In lieu of such withholding or reimbursement, NEXTLINK has the right
to withhold from any other cash amounts due or to become due from NEXTLINK to   
the optionee an amount equal to such taxes or to retain and withhold a number of
shares that have a market value not less than the amount of such taxes required 
to be withheld as reimbursement for any such taxes and cancel any such shares so
withheld.                                                                       

  An optionee must exercise his or her option, if at all, before it expires.
Each individual option agreement specifies a term after which such option       
expires. Such term shall not exceed ten years with respect to incentive stock   
options, 15 years with respect to non-statutory options and five years in the   
case of a 10% stockholder. Notwithstanding an individual option agreement's     
stated term, in most cases, an option expires three months after termination of 
the employment of the individual to whom the option was granted (unless the     
termination is for cause, in which case the option shall expire immediately).   
Special rules apply in the event of an optionee's death or disability. In       
addition, options shall terminate if the stockholders of NEXTLINK receive cash, 
stock, or other property in exchange for or in connection with their shares of  
Class A common stock as a result of a merger, consolidation, acquisition of     
property or stock, separation, reorganization, or liquidation of NEXTLINK (other
than a mere reincorporation, creation of a holding company, or merger in which  
NEXTLINK's stockholders maintain a proportionate ownership interest in the      
survivor corporation). Prior to such an event, the optionee shall have the right
to exercise his or her option, in whole or in part, to the extent vested.       

 Options granted under the Stock Option Plan and the rights and privileges
conferred thereby may not be transferred, assigned, pledged, or hypothecated in 
any manner (whether by operation of law or otherwise), other than by will or    
applicable laws of descent and distribution. Non-statutory stock options,       
however, may be transferred to a revocable trust established by the optionee for
his or her descendants, to an immediate family member, or to a partnership in   
which only immediate family members or such estate-planning trusts are partners.
Options shall not be subject to execution, attachment, or similar process. Upon 
any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of   
any option under the Stock Option Plan, or any rights or privileges conferred by
the Stock Option Plan, contrary to the provisions of the Stock Option Plan, or  
upon the sale or levy or any attachment or similar process upon the rights and  
privileges conferred by the Stock Option Plan, such option shall thereupon      
terminate and become void. No person may create a lien on any funds, securities,
or other property held under the Stock Option Plan.                             

The issuance of the additional shares of Class A common stock upon the  
exercise of options is subject to registration with the Securities and Exchange 
Commission of such shares.                                                      

The closing price of NEXTLINK's Class A common stock as reported on the 
Nasdaq Stock Market on May 20, 1999 was $85.5625.                               

FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE STOCK OPTION PLAN               

 The federal income tax consequences of an employee's participation in the
Stock Option Plan are complex and subject to change. The following discussion is
only a summary of the general rules applicable to the Stock Option Plan as of   
the date hereof. The application of state and local income taxes and other      
federal taxes is not discussed.                                                 

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DEFR14C 6th Page of 27 TOC 1st Previous Next ↓Bottom Just 6th
INCENTIVE STOCK OPTIONS                                                 

   If an option granted under the Stock Option Plan is treated as an incentive
stock option, the optionee will not recognize any income upon either the grant  
or the exercise of the option, and NEXTLINK will not be allowed a deduction for 
federal tax purposes upon such a grant or exercise. Upon a sale of the shares,  
the tax treatment to the optionee and NEXTLINK will depend primarily upon       
whether the optionee has met certain holding period requirements at the time he 
or she sells the shares. In addition, as discussed below, the exercise of an    
incentive stock option may subject the optionee to alternative minimum tax      
liability.                                                                      

  If an optionee exercises an incentive stock option and does not dispose of
the shares received within two years after the date of such option or within one
year after the transfer of the shares to him or her, any gain realized upon the 
disposition will be treated as a gain from the sale of stock and taxed at       
capital gain rates. The capital gain rates are subject to change and vary       
depending on how long the shares have been held.                                

If the optionee disposes of the shares either within two years after the
date the option is granted or within one year after the transfer of the shares  
to him or her, such disposition will be treated as a disqualifying disposition  
and an amount equal to the lesser of (i) the fair market value of the shares on 
the date of exercise minus the purchase price, or (ii) the amount realized on   
the disposition minus the purchase price, will be taxed as ordinary income to   
the optionee in the taxable year in which the disposition occurs. However, in   
the case of gifts, sales to related parties, and certain other transactions, the
full difference between the fair market value of the stock and the purchase     
price will be treated as compensation income. The excess, if any, of the amount 
realized upon disposition over the fair market value at the time of the exercise
of the option will be treated as gain from the sale of stock and taxed at       
capital gain rates if the optionee has held the shares for more than one year   
following the exercise of the option. The capital gain rates are subject to     
change and vary depending on how long the shares have been held. In the event of
a disqualifying disposition, NEXTLINK may withhold income taxes from the        
optionee's compensation with respect to the ordinary income realized by the     
optionee as a result of the disqualifying disposition.                          

In general, there will be no federal income tax deductions allowed to   
NEXTLINK upon the grant, exercise, or termination of an incentive stock option. 
However, in the event an optionee sells or disposes of stock received on the    
exercise of an incentive stock option in a disqualifying disposition, NEXTLINK  
will be entitled to a deduction for federal income tax purposes in an amount    
equal to the ordinary income, if any, recognized by the optionee upon           
disposition of the shares, provided that the deduction is not otherwise         
disallowed under the Internal Revenue Code.                                     

The exercise of an incentive stock option may subject an optionee to    
alternative minimum tax liability. The excess of the fair market value of the   
shares at the time an incentive stock option is exercised over the purchase     
price of the shares is included in an optionee's alternative minimum taxable    
income, even though it is not included in taxable income for purposes of        
determining the optionee's regular tax liability. Consequently, an optionee may 
be obligated to pay alternative minimum tax in the year he or she exercises an  
incentive stock option.                                                         

NONQUALIFIED STOCK OPTIONS                                              

Nonqualified stock options granted under the Stock Option Plan do not   
qualify as "incentive stock options" and will not qualify for any special tax   
benefits to the optionee. An optionee generally will not recognize any taxable  
income at the time he or she is granted a nonqualified option. However, upon its
exercise, the optionee will recognize ordinary income for federal tax purposes  
measured by the excess of the then fair market value of the shares over the     
exercise price. The income realized by the optionee will be subject to income   
and other employee withholding taxes.                                           

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DEFR14C 7th Page of 27 TOC 1st Previous Next ↓Bottom Just 7th
  The optionee's basis for determination of gain or loss upon the subsequent
disposition of shares acquired upon the exercise of a nonqualified stock option 
will be the amount paid for such shares plus any ordinary income recognized as a
result of the exercise of such option. Upon disposition of any shares acquired  
pursuant to the exercise of a nonqualified stock option, the difference between 
the sale price and the optionee's basis in the shares will be treated as a gain 
or loss from the sale of stock and taxed at capital gain or loss rates if the   
optionee has held the shares for more than one year following the exercise of   
the option. The capital gain rates are subject to change and vary depending on  
how long the shares have been held.                                             

In general, there will be no federal income tax deduction allowed to    
NEXTLINK upon the grant or termination of a nonqualified stock option or a sale 
or disposition of the shares acquired upon the exercise of a nonqualified stock 
option. However, upon the exercise of a nonqualified stock option, NEXTLINK will
be entitled to a deduction for federal income tax purposes equal to the amount  
of ordinary income that an optionee is required to recognize as a result of the 
exercise, provided that the deduction is not otherwise disallowed under the     
Internal Revenue Code.                                                          

NO APPROVAL REQUIRED                                                            

   The Board has unanimously approved the amendments to the Stock Option Plan.
A NEXTLINK stockholder that holds a majority of the total number of votes       
attributable to all shares of outstanding common stock, the only class of       
capital stock of NEXTLINK outstanding and entitled to vote on such matters, has 
adopted a resolution approving the amendment, by written consent in lieu of a   
meeting pursuant to Section 228(a) of the Delaware General Corporation Law. The 
Board has not solicited any proxies or consents from any other stockholders in  
connection with this action.                                                    

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COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE                                                      

The following table sets forth, for the fiscal years ended December 31, 
1998, 1997 and 1996, individual compensation information for the Chief Executive
Officer of NEXTLINK, and each of the four most highly compensated executive     
officers of NEXTLINK who were serving as executive officers at December 31,     
1998, and any former executive officer who was not an executive officer at      
December 31, 1998, but was one of the four most highly compensated individuals  
at NEXTLINK during 1998 (the "Named Executive Officers").                       

                                                        [Enlarge/Download Table]

                                                                                                  LONG TERM                   
                                                                                                COMPENSATION                  
                                                                                                -------------                 
                                                                        ANNUAL COMPENSATION      SECURITIES       ALL OTHER   
                                                                      ------------------------   UNDERLYING     COMPENSATION  
                                                                       SALARY($)   BONUS($)(1)  OPTIONS(#)(2)      ($)(3)     
                                                                      -----------  -----------  -------------  ---------------
                                                                                                                              
Wayne M. Perry................................................. 1998       8,023           --             75             --   
  Chief Executive Officer(4)                                    1997          --           --        441,336             --   
                                                                1996          --           --             --             --   

George M. Tronsrue III......................................... 1998     247,115      223,000             75          5,152   
  President, Chief Operating Officer                            1997      43,535       70,000        255,000             --   
                                                                1996          --           --             --             --   

Kathleen H. Iskra.............................................. 1998     180,077       92,874        190,075          8,000   
  Vice President, Chief Financial Officer                       1997     126,923       68,100         31,777          6,130   
  and Treasurer                                                 1996     121,233       62,250         67,745          1,575   

R. Gerard Salemme.............................................. 1998     212,885      410,000(5)      112,500         8,000   
  Senior Vice President External Affairs and                    1997     126,154           --         66,200             --   
  Industry Relations                                            1996          --           --             --             --   

Jan Loichle.................................................... 1998     180,077       92,874        180,075          8,000   
  Vice President, Chief of Local                                1997     123,424       65,938         31,777          6,476   
  Exchange Operations                                           1996     109,075       32,040         37,514          5,498   

James F. Voelker(6)............................................ 1998     284,615      250,000        250,000         10,000   
                                                                1997     218,509      225,000      1,686,506          8,641   
                                                                1996     160,600      200,000         15,000          6,523   

------------------------------                                                  

(1) Includes bonuses for the corresponding fiscal years that were paid          
subsequent to the stated calendar year end.                             

(2) Represents options to acquire shares of Class A and Class B Common Stock.   
   Effective January 31, 1997, NEXTLINK Communications, L.L.C. was merged with
    and into NEXTLINK Communications, Inc. The information for 1996 presented in
   this table reflects the grant of options for the purchase of Class A Common
Stock under NEXTLINK's Stock Option Plan and Class B Common Stock in    
substitution for options granted previously pursuant to the Amended and 
Restated Equity Option Plan of NEXTLINK Communications, L.L.C.          

(3) Represents contributions made by NEXTLINK on behalf of the executive officer
under NEXTLINK's 401(k) Plan.                                           

(4) Mr. Perry became Chief Executive Officer of NEXTLINK on July 21, 1997. Prior
to that date, Mr. Perry was a Director of NEXTLINK since June 1997. For 
 information regarding Mr. Perry's annual compensation, see the "Report of
 the Compensation Committee" of the Board of Directors. In March 1999, Mr.
    Perry resigned as Chief Executive Officer, although retained his position as
Vice Chairman of the Board of Directors. Steven W. Hooper, NEXTLINK's   
  Chairman of the Board of Directors, filled the position of Chief Executive
Officer that was vacated by Mr. Perry.                                  

(5) Includes a signing bonus paid in 1998 at Mr. Salemme's one-year anniversary.

(6) Effective July 17, 1998, Mr. Voelker resigned as President and from         
NEXTLINK's Board of Directors. The Board of Directors elected George M. 
    Tronsrue III, who had been serving as NEXTLINK's Chief Operating Officer, to
fill the position of President vacated by Mr. Voelker.                  

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OPTION GRANTS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                                                          INDIVIDUAL GRANTS                                      
                                     --------------------------------------------------------------------------------------------
                                                                                                           POTENTIAL REALIZABLE  
                                                                                                             VALUE AT ASSUMED    
                                      NUMBER OF      % OF TOTAL                                            ANNUAL RATES OF STOCK 
                                     SECURITIES        OPTIONS                                              PRICE APPRECIATION   
                                     UNDERLYING      GRANTED TO       EXERCISE OR                           FOR OPTION TERMS($)  
                                       OPTIONS      EMPLOYEES IN      BASE PRICE                          -----------------------
NAME                                 GRANTED(#)    FISCAL YEAR (%)      ($/SH)        EXPIRATION DATE         5%          10%    
-----------------------------------  -----------  -----------------  -------------  --------------------  ----------  -----------
                                                                                                                                 
Wayne M. Perry.....................          75            0.00            22.56       December 16, 2008       1,064        2,697

George M. Tronsrue III.............          75            0.00            22.56       December 16, 2008       1,064        2,697

Kathleen H. Iskra..................     100,000            1.30            24.50        January 21, 2008   1,540,792    3,904,669
                                         70,000            0.91            36.00         August 14, 2008   1,470,792    3,834,669
                                             75            0.00            22.56       December 16, 2008       1,064        2,697
                                         20,000            0.26            22.56       December 16, 2008     283,789      719,176

R. Gerard Salemme..................     100,000            1.30            21.25         October 1, 2008   1,153,150    3,094,907
                                         12,500            0.16            22.56       December 16, 2008     177,368      449,485

Jan Loichle........................     105,000            1.36            24.50        January 21, 2008   1,617,831    4,099,902
                                         55,000            0.71            36.00         August 14, 2008   1,155,622    3,012,954
                                             75            0.00            22.56       December 16, 2008       1,064        2,697
                                         20,000            0.26            22.56       December 16, 2008     283,789      719,176

James F. Voelker...................     250,000            3.24            24.50(1)        July 15, 2008   7,924,216   16,246,029

------------------------------                                                  

(1) Market value on the date of grant was $34.50 per security or $8.6 million in
the aggregate.                                                          

AGGREGATED FISCAL YEAR END OPTION VALUES

                                                        [Enlarge/Download Table]

                                                                            NUMBER OF SECURITIES        VALUE OF UNEXERCISED   
                                                                           UNDERLYING OPTIONS AT      IN-THE MONEY OPTIONS AT  
                                                 SHARES                      FISCAL YEAR END(#)          FISCAL YEAR END($)    
                                               ACQUIRED ON     VALUE     --------------------------  --------------------------
NAME                                           EXERCISE(#)  REALIZED($)  EXERCISABLE  UNEXERCISABLE  EXERCISABLE  UNEXERCISABLE
---------------------------------------------  -----------  -----------  -----------  -------------  -----------  -------------
                                                                                                                               
Wayne M. Perry...............................          --           --      110,409       331,002      2,256,215     6,767,336 

George M. Tronsrue III.......................      63,750    1,036,416       51,075       140,250      1,043,131     2,867,411 

R. Gerard Salemme............................          --           --       16,550       162,150        338,365     1,800,251 

Kathleen H. Iskra............................      10,851      327,075       18,178       234,088        279,378     1,750,083 

Jan Loichle..................................       2,206       41,034       25,664       222,068        515,497     1,664,998 

James F. Voelker.............................     362,609    9,378,616      676,210       424,329     19,064,689     5,254,045 

8 

DEFR14C 10th Page of 27 TOC 1st Previous Next ↓Bottom Just 10th
EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS                                    

  We have entered into an employment agreement with James F. Voelker, former
NEXTLINK President, expiring on December 31, 1999, subject to earlier           
termination under certain conditions. Under this agreement, Mr. Voelker will    
receive a base salary at a rate equivalent to an annual salary of $275,000 from 
July 16, 1998 to December 31, 1999. Mr. Voelker will also receive an annual     
bonus of $250,000 for 1998 and 1999. All stock options which had been granted to
Mr. Voelker prior to the date we entered into the employment agreement will     
continue to vest according to their original vesting schedules through December 
31, 2000. On December 31, 2000, all unvested options will then immediately vest.
Mr. Voelker's employment agreement also contains non-competition and            
confidentiality provisions.                                                     

 We have entered into an employment agreement with George M. Tronsrue III,
expiring on October 6, 2001, subject to earlier termination. The agreement      
provides for a base salary of $235,000 and $255,000 for the first and second    
years of employment, respectively, and no less than $255,000 for each year      
thereafter, subject to negotiation. The agreement also provides for a bonus     
payment of $140,000 in the first year of employment, and bonuses thereafter to  
be determined based upon the performance of Mr. Tronsrue and NEXTLINK. In       
addition, in connection with the execution of this employment agreement,        
NEXTLINK granted Mr. Tronsrue options to purchase 255,000 shares of Class A     
Common Stock, 25% of which vested immediately and the remainder of which vest in
tranches over the four years following Mr. Tronsrue's employment date. The      
options have an exercise price of $7.93 per share. Mr. Tronsrue's employment    
agreement also contains confidentiality provisions.                             

The vesting of certain options granted to some Named Executive Officers 
accelerate under certain circumstances. The vesting of an option to purchase    
441,336 shares of Class A Common Stock granted to Mr. Perry in June 1997, an    
option to purchase 255,000 shares of Class A Common Stock granted to Mr.        
Tronsrue in September 1997, an option to purchase 66,200 shares of Class A      
Common Stock granted to Mr. Salemme in June 1997, and an option to purchase     
100,000 shares of Class A Common Stock granted to Mr. Salemme in October 1998   
accelerates in the event that Craig O. McCaw, or an entity or entities he       
controls, no longer has control of a majority of the votes of NEXTLINK. In      
addition, the option to purchase 255,000 shares of Class A Common Stock granted 
to Mr. Tronsrue and the option to purchase 100,000 shares of Class A Common     
Stock granted to Mr. Salemme in October 1998 each provide for acceleration of   
vesting upon the happening of certain mergers, sales of substantially all of    
NEXTLINK's assets, acquisitions of voting power of NEXTLINK, and changes in the 
composition of NEXTLINK's Board of Directions, or upon liquidation or           
dissolution of NEXTLINK. In all other cases, these options become fully vested  
over four years.                                                                

COMPENSATION OF DIRECTORS                                                       

Each director is entitled to reimbursement for out-of-pocket expenses   
incurred for each Board or Committee meeting attended. Mr. Hooper received      
$8,023 in 1998 for services as Chairman of the Board. No other compensation was 
paid to any directors in 1998.                                                  

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS                  

   NEXTLINK's compensation program is designed to attract and retain qualified
employees and to ensure that they have a continuing stake in the long-term      
success of NEXTLINK. NEXTLINK offers its employees a competitive compensation   
package that includes a salary, incentives based upon individual and company    
performance and health and other benefits. In addition, the Board of Directors  
currently believes that NEXTLINK's success is effectively promoted through a    
stock option program in which substantially all employees are eligible to       
participate.                                                                    

    NEXTLINK's compensation policy for executive officers is similar to that for
other employees, and is designed to promote continued performance and attainment
of individual and company goals. The Compensation Committee determined and      
administered the compensation of NEXTLINK's executive                           

9 

DEFR14C 11th Page of 27 TOC 1st Previous Next ↓Bottom Just 11th
officers during 1998. The Committee is currently comprised of two non-employee  
directors, Messrs. William Hoglund and Dennis Weibling, and also included Mr.   
Scot Jarvis until his resignation from the Board in January 1999.               

EXECUTIVE OFFICER COMPENSATION PHILOSOPHY.  NEXTLINK believes that      
compensation of executive officers should be directly and materially linked to  
NEXTLINK's operating performance and the interests of its stockholders. To      
implement this philosophy, NEXTLINK combines base compensation with incentive   
awards.                                                                         

  NEXTLINK sets executive officer salaries in line with the duties and scope
of responsibilities of each officer's position and the salaries paid to         
comparable officers by competitors in the telecommunications industry. NEXTLINK 
periodically reviews executive officer salaries and makes adjustments to reflect
individual performance.                                                         

NEXTLINK has designed an incentive program for executive officers. Each 
officer is eligible to receive a discretionary bonus of up to 20% to 55%, except
in certain circumstances as determined by the Board of Directors, of his or her 
salary based upon individual and company-wide performance goals. For 1998, the  
Committee established revenue, lines installed, earnings and other financial and
operating measures as an incentive for individual and company performance. The  
Committee also recognized various qualitative factors, such as demonstrated     
leadership ability.                                                             

  NEXTLINK believes that stock option grants to executive officers and other
employees promote Company success by aligning the financial interests of        
officers and other employees with the long-term interests of the stockholders.  
Stock option grants are based on various subjective factors primarily relating  
to the responsibilities of each officer and employee and to his or her expected 
future contribution. Although the Committee considers the number of options     
previously awarded to and held by executive officers and other employees, they  
were not determinative factors in setting the size of 1998 option grants.       

   As noted above, NEXTLINK's compensation program is performance based. Under
Section 162(m) of the Internal Revenue Code, NEXTLINK may not deduct            
nonperformance-based compensation in excess of $1 million paid to any Named     
Executive Officer. The Committee currently believes that NEXTLINK will be able  
to continue to manage its compensation program for Named Executive Officers so  
as to preserve related federal income tax deductions.                           

CHIEF EXECUTIVE OFFICER COMPENSATION.  In evaluating the compensation of
Wayne M. Perry, NEXTLINK's Vice Chairman and Chief Executive Officer for 1998,  
the Committee considered the option to purchase 441,336 shares of NEXTLINK Class
A Common Stock granted to Mr. Perry at the time he assumed the role of Chief    
Executive Officer in July 1997. The Committee also focused on Mr. Perry's       
superior leadership in managing the business, experience in leading companies in
competitive segments of the telecommunications industry, as well as NEXTLINK's  
financial and operating performance.                                            

                          COMPENSATION COMMITTEE

                      William A. Hoglund

                   Dennis Weibling

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DEFR14C 12th Page of 27 TOC 1st Previous Next ↓Bottom Just 12th
PERFORMANCE GRAPH                                                               

  The following graph depicts NEXTLINK's Class A common stock from September
26, 1997, the date on which quotations for the Class A common stock first       
appeared on the Nasdaq National Market, through December 31, 1998, relative to  
the performance of the S&P 400 and a self-constructed peer group of             
communications companies. This group includes the following companies: Qwest    
Communications International, Level 3 Communications, Inc., McLeod Inc., ICG    
Communications, Inc. and Intermedia Communications. All indicies shown in the   
graph have been reset to a base of 100 as of September 26, 1997, and assume an  
investment of $100 on that date and the reinvestment of cash dividends, if any, 
paid since that date. NEXTLINK has not paid cash dividends on its common stock. 

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC                     

                                                                [Download Table]

                           COMPARATIVE RETURN SUMMARY                        
                                                                             
                                                 NXLK    S&P 400   Peer Index
September-1997                                   $100       $100         $100
December-1997                                     $83       $100         $115
December-1998                                    $110       $133         $171

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DEFR14C 13th Page of 27 TOC 1st Previous Next ↓Bottom Just 13th
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of April 30, 1999,
with respect to the beneficial ownership of our capital stock by (i) each person
known by us to own beneficially 5% or more of the outstanding shares of our     
capital stock, (ii) our Board of Directors, (iii) our Chief Executive Officer   
and each of the Named Executive Officers, and (iv) all directors and executive  
officers as a group.                                                            

                                                        [Enlarge/Download Table]

                                                                         SHARES BENEFICIALLY OWNED(1)                
                                                         ------------------------------------------------------------
                                                           AMOUNT AND                    PERCENT OF       PERCENT OF 
                                               TITLE OF    NATURE OF      PERCENT OF    TOTAL SHARES     TOTAL VOTING
NAME AND ADDRESS OF BENEFICIAL OWNER            CLASS      OWNERSHIP      CLASS (%)    OUTSTANDING (%)    POWER (%)  
---------------------------------------------  --------  --------------   ----------   ---------------   ------------
                                                                                                                     
BWP, Inc.....................................  Class A        2,610,280      8.28                                    
  707 S.W. Washington, 8th Floor               Class B                0         0            4.30               *    
  Portland, OR 97205                                                                                                 

Eagle River Investments, LLC(2)..............  Class A                0         0                                    
  2300 Carillon Point                          Class B       18,871,787     64.66           31.08           58.36    
  Kirkland, WA 98033                                                                                                 

Ampersand Telecom, LLC.......................  Class A                0         0                                    
  1332 Anacapa, Suite 200                      Class B        9,722,649     33.31           16.01           30.07    
  Santa Barbara, CA 93101                                                                                            

The Ampersand Telecom Trust(3)...............  Class A                0         0                                    
  1332 Anacapa, Suite 200                      Class B        9,722,649     33.31           16.01           30.07    
  Santa Barbara, CA 93101                                                                                            

Wendy P. McCaw(4)............................  Class A                0         0                                    
  1332 Anacapa, Suite 200                      Class B        9,722,649     33.31           16.01           30.07    
  Santa Barbara, CA 93101                                                                                            

Craig O. McCaw...............................  Class A            6,620         *                                    
  2300 Carillon Point                          Class B       19,138,253(5)   65.58          31.53           59.18    
  Kirkland, WA 98033                                                                                                 

Dennis Weibling..............................  Class A            1,500         *                                    
  2300 Carillon Point                          Class B       18,871,787(6)   64.66          31.09           58.36    
  Kirkland, WA 98033                                                                                                 

Gregory Parker...............................  Class A            2,000         *                                    
  1332 Anacapa, Suite 200                      Class B        9,722,649(7)   33.31          16.02           30.07    
  Santa Barbara, CA 93101                                                                                            

William A. Hoglund...........................  Class A            8,400(8)       *                                   
                                               Class B                0         0               *               *    

Sharon L. Nelson.............................  Class A            5,516         *                                    
                                               Class B                0         0               *               *    

Jeffrey S. Raikes............................  Class A           55,516         *                                    
                                               Class B                0         0               *               *    

Nicolas Kauser...............................  Class A                0         0                                    
                                               Class B                0         0               *               *    

Wayne M. Perry...............................  Class A          148,049(9)       *                                   
                                               Class B           58,825         *               *               *    

Steven W. Hooper.............................  Class A          156,409(10)       *                                  
                                               Class B           58,825         *               *               *    

12

DEFR14C 14th Page of 27 TOC 1st Previous Next ↓Bottom Just 14th
                                                        [Enlarge/Download Table]

                                                                         SHARES BENEFICIALLY OWNED(1)                
                                                         ------------------------------------------------------------
                                                           AMOUNT AND                    PERCENT OF       PERCENT OF 
                                               TITLE OF    NATURE OF      PERCENT OF    TOTAL SHARES     TOTAL VOTING
NAME AND ADDRESS OF BENEFICIAL OWNER            CLASS      OWNERSHIP      CLASS (%)    OUTSTANDING (%)    POWER (%)  
---------------------------------------------  --------  --------------   ----------   ---------------   ------------
George M. Tronsrue III.......................  Class A          131,420         *                                    
                                                                                                                     
                                               Class B                0         0               *               *    

Kathleen H. Iskra............................  Class A           62,316         *                                    
                                               Class B                0         0               *               *    

R. Gerard Salemme............................  Class A           24,125         *                                    
                                               Class B                0         0               *               *    

Jan Loichle..................................  Class A          124,361         *                                    
                                               Class B                0         0               *               *    

James F. Voelker(11).........................  Class A          387,517(12)    1.22                                  
                                               Class B          654,858(13)    2.19          1.69            2.10    

All directors and executive officers as a                                                                            
 group (16 persons)..........................  Class A          913,611(14)    2.84                                  
                                               Class B       28,978,552(14)   97.12         48.19           87.94    

------------------------                                                        

(1) In accordance with rules of the Securities and Exchange Commission, each    
  beneficial owner's holdings have been calculated assuming full exercise of
    outstanding options exercisable by such owner within 60 days after April 30,
1999, but no exercise of outstanding options held by any other person.  

(2) Eagle River has pledged substantially all of its shares of NEXTLINK stock to
secure a credit arrangement.                                            

(3) The Ampersand Telecom Trust is the Managing Member of Ampersand Telecom LLC 
   and has sole right to vote on all matters affecting Ampersand Telecom, LLC.

(4) Mrs. McCaw is the sole beneficiary of The Ampersand Telecom Trust, a        
   revocable trust. The trustee of the Trust, Gregory Parker, may exercise his
duties under the trust only pursuant to the written directions of Mrs.  
McCaw.                                                                  

(5) Represents shares of Class B Common Stock held beneficially by Mr. McCaw as 
a result of his ownership interests in Eagle River and NEXTLINK, Inc.   
 Pursuant to the terms of the Stock Distribution Agreement between Mr. and
    Mrs. McCaw, Mr. McCaw holds a proxy to vote the number of shares of NEXTLINK
    stock held by Mrs. McCaw that, when added to all NEXTLINK capital stock held
    by Mr. McCaw or any of his affiliates or over which they have voting rights,
   are necessary for Mr. McCaw to hold 51% of the voting power of NEXTLINK. No
shares owned or controlled by Mrs. McCaw are included in the beneficial 
holdings of Mr. McCaw.                                                  

(6) Mr. Weibling, who is President of Eagle River, Inc., an affiliate of Eagle  
    River, disclaims beneficial ownership in all securities held by Eagle River,
 except to the extent of his pecuniary interest therein. Mr. Weibling is a
member of Eagle River.                                                  

(7) Mr. Parker is a member of Ampersand Telecom, LLC. Mr. Parker disclaims      
  beneficial ownership of such shares, except to the extent of his pecuniary
interest therein.                                                       

(8) Includes 3,250 shares of Class A Common Stock that Mr. Hoglund holds as     
trustee of trusts for the benefit of his children. Mr. Hoglund disclaims
beneficial ownership of such shares.                                    

(9) Includes 3,640 shares of Class A Common Stock held by Mr. Perry's children. 
Mr. Perry disclaims beneficial ownership of such shares.                

13

DEFR14C 15th Page of 27 TOC 1st Previous Next ↓Bottom Just 15th
(10) Includes 21,000 shares of Class A Common Stock held by Mr. Hooper as       
    trustee of trusts for the benefit of his children and 25,000 shares of stock
 Class A Common Stock of irrevocable trusts for the benefit of Mr. Perry's
four children, for which Mr. Perry exercises no voting or investment    
control.                                                                

(11) Effective July 17, 1998, Mr. Voelker resigned from NEXTLINK's Board of     
Directors and as President of NEXTLINK. The beneficial holdings of Mr.  
Voelker presented in the table are based on representations from Mr.    
Voelker.                                                                

(12) Includes 90,000 shares of Class A Common Stock that Mr. Voelker holds as   
trustee of trusts for the benefit of his children.                      

(13) Represents shares of Class B Common Stock that are eligible for acquisition
  upon exercise of a currently exercisable stock option, which was exercised
    in part on August 26, 1997, resulting in the issuance of 921,314 shares (all
of which were subsequently converted into Class A Common Stock), leaving
654,858 unissued.                                                       

(14) See notes (1), (5), (6), (7), (8), (9) and (10) above.                     

* Less than 1%.                                                                 

                                       By Order of the Board of Directors,

                                     [SIG]

                        R. Bruce Easter, Jr.

             Secretary

Bellevue, Washington                                                            

May 21, 1999                                                                    

14

DEFR14C 16th Page of 27 TOC 1st Previous Next ↓Bottom Just 16th
NEXTLINK COMMUNICATIONS, INC. 
STOCK OPTION PLAN 
 (as amended on September 30, 1997, December 31, 1997, February 5, 1998,
February 4, 1999 and May 3, 1999) 

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, to determine all matters relating to the options to be granted under
this Plan, including selection of the individuals to be granted options, the    
number of shares to be subject to each option, the exercise price, and all other
terms and conditions of the options.  Grants under this Plan need not be        
identical in any respect, even when made simultaneously.  The interpretation and
construction by the Plan Administrator of any terms or provisions of this Plan  
or any option issued under this Plan, or of any rule or regulation promulgated  
in connection with this Plan, shall be conclusive and binding on all interested 
parties, so long as such interpretation and construction with respect to        
incentive stock options correspond to the requirements of Section 422 of the    
Internal Revenue Code (the "Code"), as amended, and the regulations thereunder. 

        2.3  SECTION 16(b) COMPLIANCE AND BIFURCATION OF PLAN.  In the event
the Company registers any of its equity securities pursuant to Section 12(b) or 
12(g) of the Exchange Act, it is the intention of the Company that this Plan,   
and options granted under this Plan, comply in all respects with Rule 16b-3     
under the Exchange Act and, if any Plan provision is later found not to be in   
compliance with such Section, the provision shall be deemed null and void, and  
in all events this Plan shall be construed in favor of its meeting the          
requirements of Rule 16b-3.                                                     

Page 1 - STOCK OPTION PLAN                                                      

DEFR14C 17th Page of 27 TOC 1st Previous Next ↓Bottom Just 17th
Notwithstanding anything in this Plan to the contrary, the Board, in its        
absolute discretion, may bifurcate this Plan so as to restrict, limit or        
condition the use of any provision of this Plan to participants who are         
officers and directors subject to Section 16(b) of the Exchange Act without so  
restricting, limiting or conditioning other Plan participants.                  

  SECTION 3.   STOCK SUBJECT TO THIS PLAN.  The stock subject to this Plan
shall be the Company's Class A Common Stock (the "Class A Common Stock"),       
presently authorized but unissued or now held or subsequently acquired by the   
Company as treasury shares.  Subject to adjustment as provided in Section 7 of  
this Plan, the aggregate amount of Class A Common Stock to be delivered upon the
exercise of all options granted under this Plan shall not exceed 18,000,000     
shares as such Class A Common Stock was constituted on the effective date of    
this Plan.  If any option granted under this Plan expires or is surrendered,    
canceled, terminated or exchanged for another option for any reason without     
having been exercised in full, the unpurchased shares subject to such option    
shall again be available for purposes of this Plan, including use as replacement
options that may be granted in exchange for such surrendered, canceled or       
terminated options.                                                             

  SECTION 4.   ELIGIBILITY.  An incentive stock option may be granted only
to an individual who, at the time the option is granted, is an employee of the  
Company (or a corporate related entity, as described in Section 5.9) and who the
Board may from time to time select for participation in this Plan.  Members of  
the Board shall not be eligible for grants of incentive stock options unless    
they are also employees of the Company.  At the discretion of the Plan          
Administrator, employees and independent contractors of the Company (including  
nonemployee directors) or any related entity may receive nonqualified stock     
options.  Any party to whom an option is granted under this Plan shall be       
referred to in this Plan as an "Optionee."                                      

   SECTION 5.   TERMS AND CONDITIONS OF OPTIONS.  Options granted under this
Plan shall be evidenced by written agreements that contain such terms,          
conditions, limitations and restrictions as the Plan Administrator shall deem   
advisable and which are not inconsistent with this Plan.  Notwithstanding the   
foregoing, options shall include or incorporate by reference the following terms
and conditions:                                                                 

    5.1  NUMBER OF SHARES.  The maximum number of shares that may be
purchased pursuant to the exercise of each option, which number shall be as     
established by the Plan Administrator.                                          

      5.2  PRICE OF SHARES.  The price per share at which each option is
exercisable (the "exercise price") shall be as established by the Plan          
Administrator, provided that the Plan Administrator shall act in good faith to  
establish the exercise price as follows:                                        

             5.2.1   INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS.
With respect to incentive stock options intended to qualify under Section 422 of
the Code, and subject to Subsection 5.2.2 below, the exercise price shall be not
less than the fair market value per share of the Class A Common Stock at the    
time the option is granted, except with respect to the substitution of a new    
option for an old option, or an assumption of an old option, in accordance      

Page 2 - STOCK OPTION PLAN                                                      

DEFR14C 18th Page of 27 TOC 1st Previous Next ↓Bottom Just 18th
with Code Section 424(a).  With respect to nonqualified stock options, the      
exercise price shall be the amount set by the Plan Administrator.               

 5.2.2   INCENTIVE STOCK OPTIONS TO GREATER THAN 10%
SHAREHOLDERS.  With respect to incentive stock options granted to greater than  
10% shareholders of the Company, the exercise price shall be as required by     
Section 6.                                                                      

           5.2.3   FAIR MARKET VALUE. The fair market value per share of
the Class A Common Stock for the purpose of determining the exercise price under
this Section 5.2 shall be determined as follows:                                

         (a)  if the Common Stock is listed on any established stock
exchange or a national market system including without limitation the National  
Market System of the National Association of Securities Dealers, Inc. Automated 
Quotation ("NASDAQ") System, the fair market value shall be the closing sales   
price for such stock (or the closing bid, if no sales were reported), as quoted 
on such system or exchange for the last market trading date prior to the time of
determination as reported in The Wall Street Journal or such other source as the
Plan Administrator deems reliable;                                              

              (b)  if the Common Stock is quoted on the NASDAQ System (but not
on the National Market System thereof) or regularly quoted by a recognized      
securities dealer but selling prices are not reported, the fair market value    
shall be the mean between the high and low asked prices for the Common Stock on 
the last market trading date prior to the day of determination, as reported in  
The Wall Street Journal or such other source as the Plan Administrator deems    
reliable; or                                                                    

         (c)  In the absence of an established market for the Common
Stock, fair market value shall be determined by the Plan Administrator in good  
faith at the time the option is granted.                                        

     5.3  TERM AND MATURITY.  Subject to the restrictions contained in
Section 6 with respect to granting incentive stock options to greater than 10%  
shareholders of the Company, the term of each incentive stock option shall be 10
years from the date it is granted unless a shorter period of time is established
by the Plan Administrator, but in no event shall the term of any incentive stock
option exceed 10 years.  The term of each nonqualified stock option shall be 15 
years from the date it is granted, unless a shorter period of time is           
established by the Plan Administrator in the individual option agreement.  To   
ensure that the Company or related entities will achieve the purpose and receive
the benefits contemplated in this Plan, any option granted under this Plan      
shall, unless this condition is waived or modified by the Plan Administrator in 
the agreement evidencing the option, or by subsequent resolution of the Plan    
Administrator, be exercisable according to the following schedule:              

Page 3 - STOCK OPTION PLAN                                                      

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                                                                [Download Table]

Period of Optionee's Continuous Relationship      Portion of Total Option
With the Company or Related Entity from the       Which is Exercisable   
Date the Option is Granted                                               
                                                                         
After one year                                             25%           
After two years                                            50%           
After three years                                          75%           
After four years                                          100%           

5.4  EXERCISE.  Subject to the vesting schedule described in
subsection 5.3 above, if any, and to any additional holding period required by  
applicable law, each option may be exercised in whole or in part; provided,     
however, that only whole shares will be issued pursuant to the exercise of any  
option and that the exercise price shall not be less than the par value per     
share of the Class A Common Stock at the time the option is exercised.  During  
an Optionee's lifetime, any stock options granted under this Plan are personal  
to him or her and are exercisable solely by such Optionee, except as provided in
Section 5.8.  Options shall be exercised by delivery to the Company of notice of
the number of shares with respect to which the option is exercised, together    
with payment of the exercise price.                                             

         5.5  PAYMENT OF EXERCISE PRICE.  Payment of the option exercise price
shall be made in full at the time the notice of exercise of the option is       
delivered to the Company and shall be in cash, bank certified or cashier's check
or personal check (unless at the time of exercise the Plan Administrator in a   
particular case determines not to accept a personal check) for the Class A      
Common Stock being purchased.                                                   

          The Plan Administrator can determine at the time the option is granted
for incentive stock options, or at any time before exercise for nonqualified    
stock options, that additional forms of payment will be permitted, including    
installment payments on such terms and over such period as the Plan             
Administrator may determine in its discretion.  To the extent permitted by the  
Plan Administrator and applicable laws and regulations (including, but not      
limited to, federal tax and securities laws and regulations and state corporate 
law), an option may be exercised by:                                            

       (a)  delivery of shares of stock of the Company held by an Optionee
having a fair market value equal to the exercise price, such fair market value  
to be determined in good faith by the Plan Administrator;                       

    (b)  delivery of a full-recourse promissory note executed by the
Optionee, provided that (i) such note delivered in connection with an incentive 
stock option shall, and such note delivered in connection with a nonqualified   
stock option may, in the sole discretion of the Plan Administrator, bear        
interest at a rate specified by the Plan Administrator but in no case less than 
the rate required to avoid imputation of interest (taking into account any      
exceptions to the imputed interest rules) for federal income tax purposes; (ii) 
the Plan Administrator in its sole discretion shall specify the term and other  
provisions of such note at the time an incentive stock                          

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option is granted or at any time prior to exercise of a nonqualified stock      
option; (iii) the Plan Administrator may require that the Optionee pledge the   
Optionee's shares to the Company for the purpose of securing the payment of     
such note and may require that the certificate representing such shares be      
held in escrow in order to perfect the Company's security interest; (iv) the    
note provides that 90 days following the Optionee's termination of employment   
with the Company or a related entity, the entire outstanding balance under the  
note shall become due and payable, if not previously due and payable; and (v)   
the Plan Administrator in its sole discretion may at any time restrict or       
rescind this right upon notification to the Optionee;                           

       (c)  delivery of a properly executed exercise notice, together with
irrevocable instructions to a broker, all in accordance with the regulations of 
the Federal Reserve Board, to promptly deliver to the Company the amount of sale
or loan proceeds to pay the exercise price and any federal, state or local      
withholding tax obligations that may arise in connection with the exercise;     
provided, that the Plan Administrator, in its sole discretion, may at any time  
determine that this Subparagraph (c), to the extent the instructions to the     
broker call for an immediate sale of the shares, shall not be applicable to any 
Optionee who is subject to Section 16(b) of the Exchange Act if such transaction
would result in a violation of Section 16(b), or is not an employee at the time 
of exercise;                                                                    

         (d)  delivery of a properly executed exercise notice, together with a
request by the Optionee for the Company to pay the exercise price by withholding
from the shares that would otherwise be issued that number of shares having a   
fair market value equal to the option exercise price; provided, the Plan        
Administrator retains complete discretion to honor or deny the Optionee's       
request for such a method of exercise.                                          

     5.6  SHAREHOLDERS' AGREEMENT.  To the extent required by the Plan
Administrator upon exercise of an option the Optionee shall agree to enter into 
and be bound by the agreement then in effect, if any, between the Company and   
its shareholders relating to the repurchase by the Company of its outstanding   
Class A Common Stock.                                                           

        5.7  WITHHOLDING TAX REQUIREMENT.  The Company or any related entity
shall have the right to retain and withhold from any payment of cash or Class A 
Common Stock under this Plan the amount of taxes required by any government to  
be withheld or otherwise deducted and paid with respect to such payment.  At its
discretion, the Company may require an Optionee receiving shares of Class A     
Common Stock to reimburse the Company or a related entity for any such taxes    
required to be withheld and may withhold any distribution in whole or in part   
until the Company, or related entity, is so reimbursed.  In lieu of such        
withholding or reimbursement, the Company (or related entity) shall have the    
right to withhold from any other cash amounts due or to become due from the     
Company (or related entity) to the Optionee an amount equal to such taxes or to 
retain and withhold a number of shares having a market value not less than the  
amount of such taxes required to be withheld as reimbursement for any such taxes
and cancel (in whole or in part) any such shares so withheld.                   

       5.8  NONTRANSFERABILITY OF OPTION.  Options granted under this Plan
and the rights and privileges conferred by this Plan may not be transferred,    
assigned, pledged or hypothecated in any manner (whether by operation of law or 
otherwise) other than by will or by the applicable                              

Page 5 - STOCK OPTION PLAN                                                      

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laws of descent and distribution; provided, with respect to a non-qualified     
stock option, an Optionee may transfer the option to a revocable trust created  
by the Optionee for the benefit of his or her descendants, to an immediate      
family member or to a partnership in which only immediate family members or     
such trusts are partners. Options under this Plan shall not be subject to       
execution, attachment or similar process.  Any attempt to transfer, assign,     
pledge, hypothecate or otherwise dispose of any option under this Plan or of    
any right or privilege conferred by this Plan, contrary to the Code or to the   
provisions of this Plan, or the sale or levy or any attachment or similar       
process upon the rights and privileges conferred by this Plan shall be null     
and void.  Notwithstanding the foregoing, an Optionee may during the            
Optionee's lifetime, designate a person who may exercise the option after the   
Optionee's death by giving written notice of such designation to the Plan       
Administrator.  Such designation may be changed from time to time by the        
Optionee by giving written notice to the Plan Administrator revoking any        
earlier designation and making a new designation.                               

   5.9  TERMINATION OF RELATIONSHIP.  If the Optionee's employment
relationship with the Company or any related entity ceases for any reason other 
than termination for cause, death or permanent and total disability, and unless 
by its terms the option sooner terminates or expires, then the Optionee may     
exercise, for a period of three months after such cessation, that portion of the
Optionee's option which is exercisable at the time of such cessation.  The      
Optionee's option, however, shall terminate at the end of the three month period
following such cessation as to all Shares for which it has not been exercised,  
unless such provision is waived in the agreement evidencing the option or by    
resolution adopted by the Plan Administrator.  If, in the case of an incentive  
stock option, an Optionee's relationship with the Company or related entity     
changes (i.e., from employee to nonemployee, such as a consultant), such change 
shall constitute a termination of an Optionee's employment with the Company or  
related entity and the Optionee's incentive stock option shall terminate in     
accordance with this subsection.  Upon the expiration of the three month period 
following cessation of employment, the Plan Administrator shall have sole       
discretion in a particular circumstance to extend the exercise period following 
such cessation beyond that specified above.  If, however, in the case of an     
incentive stock option, the Optionee does not exercise the Optionee's option    
within three months after cessation of employment, the option will no longer    
qualify as an incentive stock option under the Code.                            

      Upon an Optionee's termination of employment for cause, all of the
optionee's outstanding (i.e., unexercised) options issued under this Plan shall 
immediately expire and no longer be available for exercise.  For purposes of    
this Plan, a termination shall be considered for "cause" if the termination is  
attributable to the Optionee's:  (a) Embezzlement; (b) use of illegal drugs or  
alcohol that materially impairs the Optionee's ability to fulfill his or her    
duties as an employee or independent contractor; (c) willful disclosure of trade
secrets or confidential information of the Company; (d) dishonesty which results
in substantial harm to the Company; or (e) conviction or confession of a        
criminal felony.                                                                

        If an Optionee's relationship with the Company or any related entity
ceases because of a permanent and total disability, the Optionee's option shall 
not terminate, and in the case of an incentive stock option, shall not cease to 
be treated as an incentive stock option, until the end of the 12-month period   
following such cessation (unless by its terms it sooner terminates              

Page 6 - STOCK OPTION PLAN                                                      

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and expires). As used in this Plan, the term "permanent and total disability"   
has the same meaning provided in Code Section 22(e)(3).                         

   For purposes of this subsection 5.9, a transfer of relationship
between or among the Company and/or any related entity shall not be deemed to   
constitute a cessation of relationship with the Company or any of its related   
entities.  For purposes of this subsection 5.9, with respect to incentive stock 
options, employment shall be deemed to continue while the Optionee is on        
military leave, sick leave or other bona fide leave of absence (as determined by
the Plan Administrator).  The foregoing notwithstanding, employment shall not be
deemed to continue beyond the first 90 days of such leave, unless the Optionee's
reemployment rights are guaranteed by statute or by contract.                   

        As used in this Plan, the term "related entity," when referring to a
subsidiary, shall mean any business entity (other than the Company) which, at   
the time of the granting of the option, is in an unbroken chain of entities     
ending with the Company, if stock or voting interests possessing 50% or more of 
the total combined voting power of all classes of stock or other ownership      
interests of each of the entities other than the Company is owned by one of the 
other entities in such chain.  When referring to a parent entity, the term      
"related entity" shall mean any entity in an unbroken chain of entities ending  
with the Company if, at the time of the granting of the option, each of the     
entities other than the Company owns stock or other ownership interests         
possessing 50% or more of the total combined voting power of all classes of     
stock (or other ownership interests) in one of the other entities in such chain.
In addition, with respect to an incentive stock option, the definition of       
"related entity" as used in this Plan shall apply by only considering entities  
that are corporations.                                                          

      5.10 DEATH OF OPTIONEE.  If an Optionee dies while he or she has a
relationship with the Company or any related entity or dies within the three    
month period (or 12-month period in the case of totally disabled Optionees)     
following cessation of such relationship, any option held by such Optionee to   
the extent that the Optionee would have been entitled to exercise such option,  
may be exercised within one year after his or her death by the personal         
representative of his or her estate or by the person or persons to whom the     
Optionee's rights under the option shall pass by will or by the applicable laws 
of descent and distribution.                                                    

       5.11 STATUS OF SHAREHOLDER.  Neither the Optionee nor any  party to
which the Optionee's rights and privileges under the option may pass shall be,  
or have any of the rights or privileges of, a shareholder of the Company with   
respect to any of the shares issuable upon the exercise of any option granted   
under this Plan unless and until such option has been exercised.                

    5.12 CONTINUATION OF EMPLOYMENT.  Nothing in this Plan or in any
option granted pursuant to this Plan shall confer upon any Optionee any right to
continue in the employ of the Company or of a related entity, or to interfere in
any way with the right of the Company or of any related entity to terminate his 
or her employment or other relationship with the Company or a related entity at 
any time.                                                                       

5.13 MODIFICATION AND AMENDMENT OF OPTION.  Subject to the  
requirements of Code Section 422 with respect to incentive stock options and to 
the terms and conditions and within                                             

Page 7 - STOCK OPTION PLAN                                                      

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the limitations of this Plan, the Plan Administrator may modify or amend        
outstanding options granted under this Plan. The modification or amendment of   
an outstanding option shall not, without the consent of the Optionee, impair    
or diminish any of his or her rights or any of the obligations of the Company   
under such option.  Except as otherwise provided in this Plan, no outstanding   
option shall be terminated without the consent of the Optionee.  Unless the     
Optionee agrees otherwise, any changes or adjustments made to outstanding       
incentive stock options granted under this Plan shall be made in such a manner  
so as not to constitute a "modification" as defined in Code Section 424(h) and  
so as not to cause any incentive stock option issued hereunder to fail to       
continue to qualify as an incentive stock option as defined in Code Section     
422(b).                                                                         

    5.14 LIMITATION ON VALUE FOR INCENTIVE STOCK OPTIONS.  As to all
incentive stock options granted under the terms of this Plan, to the extent that
the aggregate fair market value (determined at the time the incentive stock     
option is granted) of the stock with respect to which incentive stock options   
are exercisable for the first time by the Optionee during any calendar year     
(under this Plan and all other incentive stock option plans of the Company, a   
related entity or a predecessor corporation) exceeds $100,000, those options (or
the portion of an option) beyond the $100,000 threshold shall be treated as     
nonqualified stock options.  The previous sentence shall not apply if the       
Internal Revenue Service publicly rules, issues a private ruling to the Company,
any Optionee, or any legatee, personal representative or distributee of an      
Optionee or issues regulations changing or eliminating such annual limit.       

SECTION 6.   GREATER THAN 10% SHAREHOLDERS.                           

          6.1  EXERCISE PRICE AND TERM OF INCENTIVE STOCK OPTIONS.  If incentive
stock options are granted under this Plan to employees who own more than 10% of 
the total combined voting power of all classes of stock of the Company or any   
related entity, the term of such incentive stock options shall not exceed five  
years and the exercise price shall be not less than 110% of the fair market     
value of the Class A Common Stock at the time the incentive stock option is     
granted.  This provision shall control notwithstanding any contrary terms       
contained in an option agreement or any other document.                         

          6.2  ATTRIBUTION RULE.  For purposes of subsection 6.1, in determining
stock ownership, an employee shall be deemed to own the stock owned, directly or
indirectly, by or for his brothers, sisters, spouse, ancestors and lineal       
descendants.  Stock owned, directly or indirectly, by or for a corporation,     
partnership, estate or trust shall be deemed to be owned proportionately by or  
for its shareholders, partners or beneficiaries.  If an employee or a person    
related to the employee owns an unexercised option or warrant to purchase stock 
of the Company, the stock subject to that portion of the option or warrant which
is unexercised shall not be counted in determining stock ownership.  For        
purposes of this Section 6, stock owned by an employee shall include all stock  
actually issued and outstanding immediately before the grant of the incentive   
stock option to the employee.                                                   

 SECTION 7.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  The aggregate
number and class of shares for which options may -be granted under this Plan,   
the number and class of shares covered by each outstanding option and the       
exercise price per share thereof (but not the total                             

Page 8 - STOCK OPTION PLAN                                                      

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price), and each such option, shall all be proportionately adjusted for any     
increase or decrease in the number of issued shares of Class A Common Stock of  
the Company resulting from a split-up or consolidation of shares or any like    
capital adjustment, or the payment of any stock dividend.                       

    7.1  EFFECT OF LIQUIDATION, REORGANIZATION OR CHANGE IN CONTROL.

        7.1.1  CASH, STOCK OR OTHER PROPERTY FOR STOCK.  Except as
provided in subsection 7.1.2, upon a merger (other than a merger of the Company 
in which the holders of Class A Common Stock immediately prior to the merger    
have the same proportionate ownership of Class A Common Stock in the surviving  
corporation immediately after the merger), consolidation, acquisition of        
property or stock, separation, reorganization (other than a mere reincorporation
or the creation of a holding company) or liquidation of the Company, as a result
of which the shareholders of the Company receive cash, stock or other property  
in exchange for or in connection with their shares of Class A Common Stock, any 
option granted under this Plan shall terminate.  Notwithstanding the foregoing, 
the Optionee shall have the right immediately prior to any such merger,         
consolidation, acquisition of property or stock, separation, reorganization or  
liquidation to exercise such option in whole or in part, to the extent the      
vesting requirements set forth in this Plan have been satisfied, unless stated  
otherwise in the Optionee's individual option agreement.                        

           7.1.2  CONVERSION OF OPTIONS ON STOCK FOR STOCK EXCHANGE.  If
the shareholders of the Company receive capital stock of another corporation    
("Exchange Stock") in exchange for their shares of Class A Common Stock in any  
transaction involving a merger (other than a merger of the Company in which the 
holders of Class A Common Stock immediately prior to the merger have the same   
proportionate ownership of common stock in the surviving corporation immediately
after the merger), consolidation, acquisition of property or stock, separation  
or reorganization (other than a mere reincorporation or the creation of a       
holding company), all options granted under this Plan shall be converted into   
options to purchase shares of Exchange Stock unless the Company and the         
corporation issuing the Exchange Stock, in their sole discretion, determine that
any or all such options granted under this Plan shall not be converted into     
options to purchase shares of Exchange Stock, but instead shall terminate in    
accordance with the provisions of subsection 7.1.1.  The amount and price of    
converted options shall be determined by adjusting the amount and price of the  
options granted under this Plan in the same proportion as used for determining  
the number of shares of Exchange Stock the holders of the Class A Common Stock  
receive in such merger, consolidation, acquisition of property or stock,        
separation or reorganization.  Unless accelerated by the Board, the vesting     
schedule set forth in the option agreement shall continue to apply for the      
Exchange Stock.                                                                 

     7.1.3  CHANGE IN CONTROL.  In the event of a "Change in
Control," as defined in Section 7.1.4 below, of the Company after the Company   
has registered any of its equity securities pursuant to Section 12(b) or 12(g)  
of the Exchange Act, unless otherwise determined by the Board prior to the      
occurrence of such Change in Control, any options or portions of such options   
outstanding as of the date such Change in Control is determined to have occurred
that are not yet fully vested shall not become fully vested merely by the       
occurrence of a Change in Control.                                              

Page 9 - STOCK OPTION PLAN                                                      

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            7.1.4  DEFINITION OF "CHANGE IN CONTROL." For purposes of this
Plan, a "Change in Control" shall mean (a) the first approval by the Board or by
the stockholders of the Company of an Extraordinary Event, (b) a Purchase, or   
(c) a Board Change.                                                             

        For purposes of the Plan, an "Extraordinary Event" shall mean any of
the following actions:                                                          

         (i)   any consolidation or merger of the Company in which the Company
is not the continuing or surviving corporation or pursuant to which shares of   
Class A Common Stock would be converted into cash, securities or other property,
other than a merger of the Company in which the holders of common stock         
immediately prior to the merger have substantially the same proportionate       
ownership of common stock of the surviving corporation immediately after the    
merger;                                                                         

         (ii)  any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all, or substantially all, the assets of
the Company; or                                                                 

 (iii) the adoption of any plan or proposal for liquidation or
dissolution of the Company.                                                     

        For purposes of the Plan, a "Purchase" shall mean the acquisition by
any person (as such term is defined in Section 13(d) of the Exchange Act) of any
shares of Class A Common Stock or securities convertible into Class A Common    
Stock) without the prior approval of a majority of the Continuing Directors (as 
defined below) of the Company, if after making such acquisition such person is  
the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange  
Act) directly or indirectly of securities of the Company representing 20% or    
more of the combined voting power of the Company's then outstanding securities  
(calculated as provided in paragraph (d) of such Rule 13d-3).                   

     For purposes of the Plan, a "Board Change" shall have occurred if
individuals who constitute the Board of the Company at the time of adoption of  
this Plan (the "Continuing Directors") cease for any reason to constitute at    
least a majority of the Board, provided that any person becoming a Director     
subsequent to the date of adoption of this Plan whose nomination for election   
was approved by a vote of at least a majority of the Continuing Directors (other
than a nomination of an individual whose initial assumption of office is in     
connection with an actual threatened election contest relating to the election  
of the Directors of the Company, as such terms are used in Rule 14a-11 of       
Regulation 14A under the Exchange Act) shall be deemed to be a Continuing       
Director.                                                                       

         7.2  FRACTIONAL SHARES.  In the event of any adjustment in the number
of shares covered by any option, any fractional shares resulting from such      
adjustment shall be disregarded and each such option shall cover only the number
of full shares resulting from such adjustment.                                  

       7.3  DETERMINATION OF BOARD TO BE FINAL.  All Section 7 adjustments
shall be made by the Board, and its determination as to what adjustments shall  
be made, and the extent of such adjustments, shall be final, binding and        
conclusive.  Unless an Optionee agrees otherwise, any                           

Page 10 - STOCK OPTION PLAN                                                     

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change or adjustment to an incentive stock option shall be made in such a       
manner so as not to constitute a "modification" as defined in Code Section      
424(h) and so as not to cause his or her incentive stock option issued under    
this Plan to fail to continue to qualify as an incentive stock option as        
defined in Code Section 422(b).                                                 

SECTION 8.   SECURITIES REGULATION.  Shares shall not be issued with  
respect to an option granted under this Plan unless the exercise of such option 
and the issuance and delivery of such shares pursuant to the exercise of such   
option shall comply with all relevant provisions of law, including, without     
limitation, any applicable state securities laws, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with    
respect to such compliance, including the availability of an exemption from     
registration for the issuance and sale of any shares under this Plan.  Inability
of the Company to obtain from any regulatory body having jurisdiction, the      
authority deemed by the Company's counsel to be necessary for the lawful        
issuance and sale of any shares under this Plan or the unavailability of an     
exemption from registration for the issuance and sale of any shares under this  
Plan shall relieve the Company of any liability in respect of the nonissuance or
sale of such shares as to which such requisite authority shall not have been    
obtained.                                                                       

        As a condition to the exercise of an option, the Company may require
the Optionee to represent and warrant at the time of any such exercise that the 
shares are being purchased only for investment and without any present intention
to sell or distribute such shares if, in the opinion of counsel for the Company,
such a representation is required by any relevant provision of the              
aforementioned laws.  At the option of the Company, a stop-transfer order       
against any shares of stock may be placed on the official stock books and       
records of the Company, and a legend indicating that the stock may not be       
pledged, sold or otherwise transferred unless an opinion of counsel is provided 
(concurred in by counsel for the Company) stating that such transfer is not in  
violation of any applicable law or regulation, may be stamped on stock          
certificates in order to assure exemption from registration.  The Plan          
Administrator may also require such other action or agreement by the Optionees  
as may from time to time be necessary to comply with the federal and state      
securities laws.  THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE    
REGISTRATION OF THE OPTIONS OR STOCK HEREUNDER.                                 

      Should any of the Company's capital stock of the same class as the
stock subject to options granted under this Plan be listed on a national        
securities exchange, all stock issued under this Plan if not previously listed  
on such exchange shall be authorized by that exchange for listing on such       
exchange prior to the issuance of such stock.                                   

SECTION 9.   AMENDMENT AND TERMINATION.                               

   9.1  BOARD ACTION.  The Board may at any time suspend, amend or
terminate this Plan, provided that except as set forth in Section 7, the        
approval of the Company's shareholders is necessary within 12 months before or  
after the adoption by the Board of any amendment which will:                    

Page 11 - STOCK OPTION PLAN                                                     

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             (a)  increase the number of shares which are to be reserved for
the issuance of options under this Plan;                                        

             (b)  permit the granting of stock options to a class of persons
other than those presently permitted to receive stock options under this Plan;  
or                                                                              

               (c)  require shareholder approval under applicable law, including
Section 16(b) of the Exchange Act.                                              

        Any amendment to this Plan that would constitute a "modification" to
incentive stock options outstanding on the date of such amendment shall not be  
applicable to outstanding incentive stock options, but shall have prospective   
effect only, unless individual Optionees agree otherwise.                       

       9.2  AUTOMATIC TERMINATION.  Unless sooner terminated by the Board,
this Plan shall terminate ten years from the earlier of (a) the date on which   
this Plan is adopted by the Board or (b) the date on which this Plan is approved
by the shareholders of the Company.  No option may be granted after such        
termination or during any suspension of this Plan.  The amendment or termination
of this Plan shall not, without the consent of the option holder, alter or      
impair any rights or obligations under any option previously granted under this 
Plan.                                                                           

SECTION 10.  EFFECTIVENESS OF THIS PLAN. This Plan shall become       
effective upon adoption by the Board so long as it is approved by the Company's 
shareholders any time within 12 months before or after the adoption of this     
Plan.                                                                           

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14C’ Filing	Date	First	Last	Other Filings

	1/15/07	4
	10/6/01	10
	12/31/00	10
	12/31/99	10		10-K, 11-K
Filed on:	5/24/99			S-3/A
	5/21/99	2	15
	5/20/99	5
	5/3/99	2	16	S-3
	4/30/99	13	14
	2/22/99	2
	2/4/99	16		S-4
	12/31/98	8	12	10-K
	7/17/98	8	15	8-K
	7/16/98	10
	2/5/98	16
	12/31/97	8	16	10KSB
	9/30/97	16		10QSB
	9/26/97	12
	8/26/97	15
	7/21/97	8
	1/31/97	8
	12/31/96	8		10KSB40
				List all Filings

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Filing Submission 0001047469-99-021934 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Nextlink Communications Inc/DE – ‘DEFR14C’ on 5/24/99

As of: Monday, 5/24/99 · Accession #: 1047469-99-21934 · File #: 0-22939

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