AMENDMENT NO. 1 TO RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
EXHIBIT 10.9.7
AMENDMENT NO. 1 TO RESTRICTED STOCK AWARD GRANT NOTICE
AND RESTRICTED STOCK AWARD AGREEMENT
AND RESTRICTED STOCK AWARD AGREEMENT
This Amendment Number 1 to Restricted Stock Award Grant Notice and Restricted Stock Award
Agreement (this “Amendment”) is entered into, effective as of January 1, 2006, by and between Leap
Wireless International, Inc. (the “Company”) and the restricted stock award 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 Restricted Stock Award Grant Notice and Restricted Stock Award Agreement executed by the
Company and Holder with respect to an award
of shares of restricted Company 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 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 Unreleased Shares shall be released form the Company’s Repurchase Option
and (ii) if the Change in Control occurs on or after January 1, 2007, the remaining
Unreleased Shares shall be released from the Company’s Repurchase Option, 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 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 Unreleased Shares shall be released from the Company’s
Repurchase Option and (ii) if the Change in Control occurs on or after January 1, 2006, the
remaining Unreleased Shares shall be released from the Company’s Repurchase Option, 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.
|
HOLDER |
By: |
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| President and CEO | Name: |
