EXHIBIT 10.5
ADVANCED RADIO TELECOM CORP.
Amendment
to
Amended and Restated Change of Control Agreement
This amendment, made this 14th day of May 1999 by and between Xxxxxx X.
Xxxxx ("Executive") and Advanced Radio Telecom Corp. (the "Company") amends the
Amended and Restated Change of Control Agreement between Executive and the
Company dated as of 3rd of February, 1999 (the "Agreement").
Whereas, the Company and Executive entered into the Agreement to induce
Executive to advise the Board of Directors as to the best interests of the
Company regarding a potential change of control and to induce the retention of
Executive and assure Executive of fair severance in the event of such a change
of control; and
Whereas the Board believes that certain transactions contemplated by the
Company present the same considerations with respect to ensuring retention,
attention, dedication and sound advice with respect to management;
Now, therefore, in consideration of the promises and the mutual covenants
contained herein and other good and valuable consideration the parties hereto
agree as follows:
The Agreement shall be amended in the following respects:
1. Section 1 shall be amended by (i) deleting the word "and" from the end of
subsection 1(d), (ii) replacing the period in subsection 1(e) with "; and", and
(iii) inserting a new subsection 1(f) (immediately following Section 1(e)) as
follows:
(f) The Company will reimburse Executive for expenses of relocation of
Executive and of his wife and any dependent children to any location
in the continental United States of America, provided that (i) such
relocation occurs within 12 months of the termination of Executive's
employment and (ii) such expenses are reasonably documented; provided,
however, that any amounts payable by the Company to Executive for
reimbursement of expenses of relocation shall be reduced by any
amounts paid by a subsequent employer to reimburse Executive for
expenses of such relocation. Such reimbursement shall be payable by
the Company to Executive within 10 days of receipt of documentation of
expenses.
2. The definition of Change of Control on Exhibit A shall be amended by (i)
replacing the period in subsection (d) with ";or" and adding a subsection (e) as
follows:
(e) The closing of the sale by the Company of its preferred stock pursuant
to a stock purchase agreement to be entered into in May or June, 1999,
as amended from time to time, among the Company and the purchasers
named therein.
3. All other provisions of the Agreement shall remain unamended and be in full
force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this amendment as of
14th of May 1999.
ADVANCED RADIO TELECOM CORP.
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Xxxxx X. Xxxxxx
Chairman and CEO
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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