AMENDMENT NO. 1 TO STOCK OPTION GRANT NOTICE AND NON-QUALIFIED STOCK OPTION AGREEMENT
EXHIBIT 10.9.3
AMENDMENT NO. 1 TO STOCK OPTION GRANT NOTICE
AND NON-QUALIFIED STOCK OPTION AGREEMENT
AND NON-QUALIFIED STOCK OPTION AGREEMENT
This Amendment Number 1 to Stock Option Grant Notice and Non-Qualified Stock Option Agreement
(this “Amendment”) is entered into, effective as of January 1, 2006, by and between Leap Wireless
International, Inc. (the “Company”) and the stock option holder (“Holder”) that is a signatory to
this Amendment.
Company and Holder agree that, effective as of January 1, 2006, Section 3(d) of Exhibit B to
the Stock Option Grant Notice and Non-Qualified Stock Option Agreement executed by the Company and
Holder with respect to a stock option for shares of the Company’s Common Stock, which
currently reads:
(d) Termination of Employment in the Event of a Change in Control. In the
event of a Change in Control, if the Holder has a Termination of Employment by reason of
discharge by the Company other than for Cause (as defined below), or by reason of
resignation by Holder for Good Reason (as defined below), during the period commencing
ninety (90) days prior to such Change in Control and ending twelve (12) months after such
Change in Control, then (i) if the Change in Control occurs prior to January 1, 2007,
one-third of the number of then unvested shares of Common Stock subject to the Option shall
vest and become exercisable and (ii) if the Change in Control occurs on or after January 1,
2007, the remaining unvested shares of Common Stock subject to the Option shall vest and
become exercisable, in each case, on the date of Holder’s Termination of Employment (or, if
later, immediately prior to the date of the occurrence of such Change in Control).
shall be amended to read as follows:
(d) Termination of Employment in the Event of a Change in Control. In the
event of a Change in Control, if the Holder has a Termination of Employment by reason of
discharge by the Company other than for Cause (as defined below), or by reason of
resignation by Holder for Good Reason (as defined below), during the period commencing
ninety (90) days prior to such Change in Control and ending twelve (12) months after such
Change in Control, then (i) if the Change in Control occurs prior to January 1, 2006,
twenty-five percent (25%) of the number of then unvested shares of Common Stock subject to
the Option shall vest and become exercisable, and (ii) if the Change in Control occurs on or
after January 1, 2006, the remaining unvested shares of Common Stock subject to the Option
shall vest and become exercisable, in each case, on the date of Holder’s Termination of
Employment (or, if later, immediately prior to the date of the occurrence of such Change in
Control).
IN WITNESS WHEREOF, Company and Holder have executed this Amendment effective as of January 1,
2006.
Leap Wireless International, Inc.
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Holder |
By: |
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| President and CEO | Name: |