Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 11, 2012, Leap Wireless International, Inc. (the "Company") entered into option surrender agreements ("Surrender Agreements") with S. Douglas Hutcheson, William D. Ingram, Robert J. Irving, Jr., Jeffrey E. Nachbor and Leonard C. Stephens, each of whom hold options to purchase shares of the Company's common stock with exercise prices greater than $50 per share, previously granted to them pursuant to the Company's 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan, as amended (the "Stock Plan").

Pursuant to the Surrender Agreements, the executive officers agreed to surrender to the Company, for no additional consideration, options to purchase an aggregate of 415,000 shares of the Company's common stock, with exercise prices per share ranging between $51.50 and $79.00, in order to assist the Company in attracting and retaining talented employees. Such surrendered shares are available for future grant or sale under the Stock Plan.

The form of the Surrender Agreement entered into with the executive officers is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

10.1 Form of Option Surrender Agreement.

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