Amendment to Stock Option Agreement between IWO Holdings, Inc. and John Stevens

Summary

This amendment, dated December 19, 2001, modifies the Stock Option Agreement between IWO Holdings, Inc. and John Stevens. It extends the relevant period in Section 3(d)(ii) of the original agreement from 12 months to 24 months, but only if a specific merger or business combination with an entity called "Saints" occurs within a set timeframe. The amendment is only effective if shareholders approve it as required by tax law. All other terms of the original agreement remain unchanged.

EX-10.16.10 12 dex101610.txt AMENDMENT TO STOCK OPTION AGREEMENT Exhibit 10.16.10 ---------------- 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 John Stevens (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 --------- 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 --------- 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 --------- approval meeting the requirements of Section 280G(b)(5) of the Internal Revenue Code of 1986, as amended, is obtained. Section 4. --------- (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/ Steven M. Nielsen -------------------------- Name: Steven M. Nielsen Title: Chief Executive Officer OPTIONEE /s/ John Stevens ------------------------------ John Stevens