Amendment to the 1999 Long Term Incentive Plan by NX Networks, Inc.

Summary

NX Networks, Inc. amends its 1999 Long Term Incentive Plan to update the number of shares of stock that may be subject to outstanding awards, setting a new limit of 11,325,000 shares. The amendment clarifies how shares are counted for different types of awards and specifies that shares forfeited or not delivered do not count against the limit. The amendment is effective as of March 6, 2001, and is executed by the company's CEO.

EX-10.31 6 0006.txt AMENDMENT TO THE 1999 LONG TERM INCENTIVE PLAN Exhibit 10.31 AMENDMENT TO THE 1999 LONG TERM INCENTIVE PLAN The 1999 Long Term Incentive Plan is amended by deleting Section 4(a) in its entirety and replacing said section with the following: (a) AMOUNT OF STOCK RESERVED. The total amount of Stock that may be subject to outstanding Awards, determined immediately after the grant of any Award, shall not exceed 11,325,000 shares of the total number of shares of Stock outstanding. Shares subject to ISOs, Restricted Stock or Deferred Stock Awards shall not be deemed delivered if such Awards are forfeited, expire or otherwise terminate without delivery of shares to the Participant. If an Award valued by reference to Stock may be only be settled in cash, the number of shares to which such Award relates shall be deemed to be Stock subject to such Award for purposes of this Section 4(a). Any shares of Stock delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued shares or treasury shares. This Amendment is executed as of March 6, 2001. NX NETWORKS, INC. By:/s/ John DuBois ___________________________ John DuBois, Chief Executive Officer