Form of Incentive Stock Option Agreement (U.S. and non-U.S. employees and officers) pursuant to SBA Communications Corporation 2010 Performance and Equity Incentive Plan, as amended and restated

ARTICLE I.

DEFINITIONS

(a) any person or related group of persons (other than the Company or a person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires Beneficial Ownership of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities unless such acquisition is approved by the majority of the Board members in office immediately preceding such acquisition; or

(b) there is a change in the composition of the Board over a period of twenty four (24) consecutive months (or less) such that a majority of the Board members (rounded up to the nearest whole number) ceases to be comprised of individuals who either (i) have been Board members continuously since the beginning of such period or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (i) who were (x) still in office at the time such election or nomination was approved by the Board and (y) not initially (a) appointed or elected to office as a result of either an actual or threatened election and/or proxy contest by or on behalf of a Person other than the Board, or (b) designated by a Person who has entered into an agreement with the Company to effect a transaction described in (a) above or (c) or (d) below; or

(c) the consummation of a merger or consolidation of the Company with any other corporation (or other entity), other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent

(d) the consummation of a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or

(e) the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets.

(a) “Good Reason” shall mean the occurrence of any of the following events:

(i) The Officer Participant’s position, title, duties, and reporting responsibilities with the Company become less favorable in any material respect; provided, however, “Good Reason” shall not be deemed to occur under this clause (i) if the following three conditions are satisfied: (A) the diminution in the Officer Participant’s position, duties or reporting responsibilities is solely and directly a result of the Company no longer being a publicly-traded entity; (B) the event resulting in the Company no longer being a

(ii) a reduction in the Officer Participant’s base salary or material benefits, other than an across-the-board reduction applicable to all other officers of the Company; or

(iii) the relocation, without the Officer Participant’s consent, of the Officer Participant’s principal place of business to a location that is more than sixty (60) miles from the Officer Participant’s primary business location.

(b) In order to constitute Good Reason, (i) the Officer Participant must provide written notification of his or her intention to resign within thirty (30) days after the Officer Participant knows, or has reason to know, of the occurrence of any event referred to in clauses (a)(i), (a)(ii) or (a)(iii) above, (ii) such event or condition is not corrected, in all material respects, by the Company within twenty (20) days of its receipt of such notice, and (iii) the Officer Participant resigns his or her employment with the Company or its applicable Subsidiary not more than thirty (30) days following the expiration of the 20-day period described in the foregoing clause (ii).

(c) Notwithstanding the foregoing, it shall not be an event of Good Reason under this Agreement for the Company (i) to adopt (or subsequently amend) one or more claw-back, mandatory deferral or other risk management policies related to the Company’s incentive compensation plans or arrangements, including without limitation the Company’s Executive Compensation Recoupment Policy,  (ii) to adopt (or subsequently amend) stock ownership guidelines related to the Company’s Class A Common Stock or (iii) to subject the compensation payable to the Officer Participant under this Agreement to these policies or guidelines; provided that, except as otherwise required by law, such policies are generally applicable to the Company’s officers.

(d) The date of resignation for Good Reason shall be the date specified in a written notice of resignation from the Officer Participant to the Company; provided, however, that no such written notice shall be effective unless the cure period specified in clause (b) above has expired without the Company having corrected the event or events subject to cure.

(e) Notwithstanding the foregoing, if the Officer Participant and the Company have entered into an employment agreement which defines “good reason” for purposes of such agreement, “good reason” shall be defined in accordance with such agreement.

(i) the Participant is Retirement Eligible; and

(ii) the Participant has provided the Company with notice of his or her intent to retire from employment with the Company, a Subsidiary or an Affiliate (x) at least six (6) months prior to the intended retirement date if the Participant is, at the time of notice, an Officer Participant (as that term is defined in Section 16.3(i) of the Plan) or (y) sixty (60) days prior to the intended retirement date for all other Participants;

(i) the Participant has attained age 55 and completed at least 5 Years of Service, and

(ii) the sum of the Participant’s age and Years of Service equals or exceeds 70. 

ARTICLE II.

GRANT OF OPTION

ARTICLE III.

PERIOD OF EXERCISABILITY

(a) Subject to Sections 3.3 and 3.4, the Option shall vest and become exercisable in four (4) annual installments on each of the anniversaries of the Grant Date in those amounts set forth in the Notice of Grant.

(b) Notwithstanding the foregoing, subject to the provisions of Sections 3.3 and 3.4 below:

(i) upon the Participant’s Termination of Employment, other than by reason of death, Disability or a Qualified Retirement, the Participant’s unvested Options shall expire and the Participant shall have no further right to exercise such Options; and

(ii) upon the Participant’s Termination of Employment by reason of a Qualified Retirement, the Participant’s unvested Options shall not expire and instead, shall vest or expire as follows:

(A) If the Participant’s Termination of Employment occurs at least three months but less than twelve months after the Grant Date, only a portion of the unvested Options granted pursuant to this Agreement shall continue to vest in accordance with those dates set forth in Section 3.1(a) above, and that number shall be the product of (x) the number of Options granted pursuant to this Agreement that have not yet vested multiplied by (y) the number of days that the Participant remained employed with the Company after the Grant Date divided by 365 (or 366 in a leap year), rounded up to the nearest whole number, and any remaining unvested Options shall be forfeited; and

(B) If the Participant’s Termination of Employment occurs at least twelve months after the Grant Date, any portion of the Options that is not yet vested shall continue to vest in accordance with those dates set forth in Section 3.1(a) above.

(a) Except as otherwise provided in Section 4.3(f), the Option may not be exercised to any extent by anyone after the first to occur of the following events:

(i) the seventh (7th) anniversary of the Grant Date;

(ii) the expiration of ninety (90) days from the date of the Participant’s Termination of Employment unless (A) such Termination of Employment results from the Participant’s death, the Participant’s Disability, or the Participant being discharged for Cause or (B) such Termination of Employment results from a Qualified Retirement and at least three months have elapsed since the Grant Date set forth in the Notice of Grant relating to this Agreement;  

(iii) the expiration of one (1) year from the date of the Participant’s Termination of Employment in the event such Termination of Employment results from his death or Disability;

(iv) the expiration of one (1) year following the last vesting date under any Award Agreement with the Participant in the event such Termination of Employment results from a Qualified Retirement and at least three months have elapsed since the Grant Date set forth in the Notice of Grant relating to this Agreement;

(v) the date of the Participant’s Termination of Employment in the event that the Termination of Employment results from his being discharged for Cause; or

(vi) the date that the Committee determines that the Participant’s rights to the Option have been forfeited pursuant to Section 2.4.

(b) Notwithstanding the foregoing, (i) in the event that the Participant breaches any of the provisions of the Restrictive Covenant Agreements, the Company, in its discretion, may require that any Retirement Eligible Options that have not yet been exercised be immediately forfeited and/or that the value realized by the Participant upon the prior exercise of any Retirement Eligible Options be returned by the Participant to the Company immediately upon the written demand from the Company, and (ii) in the event that the Company determines after the Participant’s Termination of Employment that an event occurred prior to such Termination of Employment that would have permitted the Company to terminate the Participant’s employment for Cause, the Company, in its discretion, may require that any Retirement Eligible Options that have not yet been exercised be immediately forfeited.  In addition, all Retirement Eligible Options, and shares of Class A Common Stock acquired upon exercise of any Retirement Eligible Options, shall be treated as unvested options and be subject to forfeiture and recoupment pursuant to the Company’s Executive Recoupment Policy, as it may be amended from time to time, or any successor or similar policy that may be adopted by the Company.

(a) Change in Control.

(i) If the Participant is employed by the Company, a Subsidiary or an Affiliate as of the date of the Change in Control,  but is not an Officer Participant (as such term is defined in Section 16.3(i) of the Plan), determined as of the Grant Date, in the event of a Change in Control, notwithstanding any vesting schedule provided for hereunder, any portion of the Option that is not yet vested and exercisable on the date such Change in Control is determined to have occurred shall become immediately vested and exercisable for such period of time specified in Section 3.3(a); provided, however, that this acceleration of exercisability shall not take place if this Option becomes unexercisable under Section 3.3 prior to the effective date of the Change in Control.

(ii) If the Participant is employed by the Company, a Subsidiary or an Affiliate as of the date of the Change in Control and is an Officer Participant, determined as of the Grant Date, then if (A) a Change in Control has occurred and (B) the Officer Participant’s employment with the Company (or its successor) is terminated either by the Company (or its successor) without Cause or by the Officer Participant for Good Reason (x) within six months prior to the date on which such Change in Control occurs and it is reasonably demonstrated that such Termination of Employment by the Company without

(iii) If the Participant is not employed by the Company, a Subsidiary or an Affiliate as of the date of the Change in Control and the Participant’s Termination of Employment was due to a Qualified Retirement, then in the event of a Change in Control after such Termination of Employment, notwithstanding any vesting schedule provided for hereunder, any portion of the Option that is not yet vested and exercisable on the date such Change in Control is determined to have occurred shall become immediately vested and exercisable for such period of time specified in Section 3.3(a); provided, however, that this acceleration of exercisability shall not take place if this Option becomes unexercisable under Section 3.3 prior to the effective date of such Change in Control.

(b) Death or Disability.  In the event of the Participant’s Termination of Employment due to the Participant’s death or Disability, notwithstanding any vesting schedule provided in Section 3.1,  any portion of the Option that is not yet vested and exercisable shall become immediately vested and exercisable for such period of time specified in Section 3.3(a)(iii).    In the event the Participant’s Termination of Employment results from a Qualified Retirement and the Participant dies prior to the completion of the vesting schedule provided in Section 3.1, any portion of the Option that is not yet vested and exercisable shall become immediately vested and exercisable for such period of time specified in Section 3.3(a)(iii).  

(c) Notwithstanding the provisions of Section 3.3,  subject to the limitations in Section 3.4(a)(ii) with respect to Officer Participants, the Committee may provide, in its sole discretion, that following the Participant’s Termination of Employment, other than a termination resulting from Cause, a Participant may exercise an Option, in whole or in part, at any time subsequent to such Termination of Employment and prior to termination of the Option pursuant to Section 3.3(a) above, either subject to or without regard to any vesting or other limitation on exercise imposed pursuant to this Agreement.

(a) If at any time the Option does not meet the requirements of an Incentive Stock Option pursuant to Section 422 of the Code, the Option shall be redesignated as a Non-qualified Stock Option automatically on the date of such failure to meet such requirements without further action by the Committee.

(b) Without limiting Section 3.5(a) above, the Participant acknowledges that, to the extent that the aggregate Fair Market Value of stock with respect to which Incentive Stock Options (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of

(c) Any portion of the Option which the Participant fails to exercise within ninety (90) days after the date the Participant ceases to be a Section 424 Employee, other than due to death or Disability, shall automatically be classified as Non-qualified Stock Options to the extent that the Option has not otherwise terminated.

ARTICLE IV.

EXERCISE OF OPTION

(a) A written notice of exercise, which notice shall specify the number of shares with respect to which the Option is being exercised;

(b) Payment in full of the exercise price for the shares of Class A Common Stock for which the Option is being exercised.  The exercise price may be paid:

(i) in cash;

(ii) by check;

(iii) by wire transfer;

(iv) in shares of outstanding Class A Common Stock that the Participant already owns which have a fair market value on the date of surrender equal to the aggregate exercise price of the shares with respect to which the Option is being exercised;

(v) pursuant to a “cashless” exercise/sale procedure; or

(vi) pursuant to a “net exercise” arrangement in accordance with Section 7.8(iv) of the Plan;

(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Participant or other person then entitled to exercise such Option or portion, stating that the shares of Class A Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Participant or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares of Class A Common Stock by such person is contrary to the representation and agreement referred to above.  The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations.  Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares of Class A Common Stock acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares.  Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein.  The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares of Class A Common Stock to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;

(d) Full payment to the Company of all amounts which, under federal, state or local tax law, or other laws of any jurisdiction to which the Participant is subject, it is required to withhold upon exercise of the Option. The Company has the right to deduct from all amounts payable to the Participant as salary or other compensation any taxes required to be withheld with respect to awards under the Plan. The Participant may pay any withholding due in cash, by check, pursuant to a “cashless” exercise/sale procedure or, upon the prior written consent of the Administrator, pursuant to a “net exercise” arrangement; and

(e) In the event the Option or any portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option.

(f) Notwithstanding anything in this Agreement, the Notice of Grant or the Plan to the contrary, but subject to applicable law, if and only if as of 4:15 p.m. Eastern Time on the

(a) The admission of such shares of Class A Common Stock to listing on all stock exchanges on which such class of stock is then listed;

(b) The completion of any registration or other qualification of such shares of Class A Common Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable;

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable;

(d) The delivery by the Participant of the items set forth in Section 4.3; and

(e) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for reasons of administrative convenience.

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options even if Options have been granted repeatedly in the past;

(c) all decisions with respect to future awards of Options, if any, will be at the sole discretion of the Company;

(d) the Participant’s participation in the Plan is voluntary;

(e) the Option and the Class A Common Stock subject to the Option are outside the Participant’s employment contract, if any, and are not part of, or intended to replace, normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company;

(f) the future value of the underlying Class A Common Stock is unknown and cannot be predicted with certainty; further, if the Participant exercises the Option and obtains Class A Common Stock, the value of the Class A Common Stock acquired upon exercise may increase or decrease in value, even below the exercise price;

(g) neither the Company, nor any of its Affiliates, is responsible for any foreign exchange fluctuation between local currency and the United States Dollar that may affect the value of the Option; and

(h) the Participant has received and read the 10(a) Prospectus under the Plan pursuant to which the Options are being offered, which Prospectus has been uploaded to the System.

ARTICLE V.

OTHER PROVISIONS