EXHIBIT 10.11.19
FIRST AMENDMENT TO
THE 2004 STOCK OPTION, RESTRICTED STOCK AND DEFERRED STOCK UNIT
PLAN OF LEAP WIRELESS INTERNATIONAL, INC.
THIS FIRST AMENDMENT TO
the 2004 STOCK OPTION, RESTRICTED STOCK AND DEFERRED STOCK UNIT
PLAN OF LEAP WIRELESS INTERNATIONAL, INC. (this “
Amendment ”), dated as of March 8, 2007, is made
and adopted by LEAP WIRELESS INTERNATIONAL, INC., a Delaware
corporation (the “ Company ”). Capitalized terms
used but not otherwise defined herein shall have the meanings
ascribed to them in the Plan (as defined below).
RECITALS
WHEREAS, the Company has
adopted The 2004 Stock Option, Restricted Stock and Deferred Stock
Unit Plan of Leap Wireless International, Inc. (the “
Plan ”);
WHEREAS, the Company
desires to amend the Plan as set forth below;
WHEREAS, pursuant to
Section 10.2 of the Plan, the Plan may be amended by the Board
of Directors of the Company; and
WHEREAS, the Board of
Directors of the Company has approved this Amendment pursuant to
resolutions adopted on March 8, 2007.
NOW, THEREFORE, in
consideration of the foregoing, the Company hereby amends the Plan
as follows:
1. Section 1.17 of the
Plan is hereby amended to read as follows:
“ Fair Market
Value ” of a share of Common Stock as of a given date
shall be: (a) the closing price of a share of Common Stock on
the principal exchange on which shares of Common Stock are then
trading, if any (or as reported on any composite index which
includes such principal exchange), on such date, or if shares were
not traded on such date, then on the next preceding date on which a
trade occurred, or (b) if the Common Stock is not
publicly
