Exhibit 10.16.10
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AMENDMENT
TO
STOCK OPTION AGREEMENT
This AMENDMENT TO STOCK OPTION AGREEMENT (this "Amendment"), dated as of
December 19, 2001, is intended to modify the Stock Option Agreement, dated as of
November 5, 2001 (the "Option Agreement"), among IWO Holdings, Inc., a Delaware
corporation ("Holdings"), and Xxxx Xxxxxxx (the "Optionee").
RECITALS
WHEREAS, Holdings and the Optionee desire to amend the Option Agreement in
the manner set forth below.
AGREEMENTS
NOW THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the parties hereto agree as follows:
Section 1. Effective immediately prior to and subject to the consummation
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of a Saints Merger (as defined in Section 2 hereof), Section 3(d)(ii) of the
Option Agreement is hereby amended by replacing the words "12 months" therein
with the words "24 months".
Section 2. "Saints Merger" means a transaction that (i) results in (x) the
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merger, consolidation or amalgamation or other business combination of Holdings
with or into the entity referred to by Holdings as "Saints" or a wholly-owned
subsidiary of Saints or (y) the sale, transfer, assignment, lease, conveyance or
other disposition, directly or indirectly, of all or substantially all the
assets of Holdings and its subsidiaries, considered as a whole, to Saints and
(ii) closes prior to the date occurring 181 days after the signing of a
definitive agreement for such transaction.
Section 3. This Amendment shall not be effective unless shareholder
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approval meeting the requirements of Section 280G(b)(5) of the Internal Revenue
Code of 1986, as amended, is obtained.
Section 4.
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(a) This Amendment may be executed in two or more counterparts, each of
which will be deemed an original but which together will constitute one and the
same instrument. Delivery of an executed counterpart of a signature page of this
Amendment by facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this Amendment.
(b) All references to Section in this Amendment refer to Sections of this
Amendment, unless otherwise expressly provided for.
(c) All other provisions of the Option Agreement not amended hereby will
remain in full force and effect.
[signature page follows]
2
IN WITNESS WHEREOF, Holdings have caused this Amendment to be signed by its
duly authorized officer, and the Optionee has hereunto set his hand, effective
as of the day and year first above written.
IWO HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
OPTIONEE
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
