FIRST AMENDMENT TO THE
THIS FIRST AMENDMENT TO THE NONQUALIFIED STOCK OPTION AGREEMENT is made and enter into by and between Goodman Networks Incorporated (the Company), and Ron Hill (Participant), effective as of the 24th day of June, 2009 (the Amendment Effective Date).
WHEREAS, pursuant to the Goodman Networks, Incorporated 2000 Equity Incentive Plan (the Plan), the Company and Participant entered into that certain Nonqualified Stock Option Agreement dated as of July 31, 2008 (the Agreement); and
WHEREAS, the Company and Participant desire to amend the Agreement to (1) change the recipient of Participants voting rights with respect to shares subject to an irrevocable proxy under the Agreement, and (2) acknowledge Participants consent to operation of the Agreement in accordance with the Plan as amended by the First Amendment to the Goodman Networks, Incorporated 2000 Equity Incentive Plan.
NOW, THEREFORE, for and in consideration of the mutual benefits to be obtained hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Company and Participant do hereby agree to amend the Agreement, as of the Amendment Effective Date, as follows:
1. The Agreement is hereby amended by adding a new Section 14A immediately following Section 14 to read as follows:
14A. Participants Consent to Plan Amendment. Participant acknowledges receipt of a copy of the First Amendment to the Goodman Networks, Incorporated 2000 Equity Incentive Plan (the Amendment) and represents that he is familiar with the terms and provisions thereof. Participant hereby consents to operation of this Stock Option subject to all the terms and provisions of the Amendment.
2. Subsection (b) of the Restrictions section of Schedule A to the Agreement is hereby amended by deleting such subsection in its entirety and replacing it with a new subsection (b) to read as follows:
(b) Irrevocable Proxy. Participant acknowledges and agrees that the shares acquired by the exercise of the Stock Option under this Agreement which are not Forfeitable Stock will be deemed automatically subject to an irrevocable proxy (the Irrevocable Proxy) which will transfer Participants voting rights with respect to such shares to John A. Goodman and Participant agrees, prior to the Company issuing any stock certificates representing shares that are not Forfeitable Stock, to execute the Irrevocable Proxy.
Except as specifically amended hereby, the Agreement remains in full force and effect as originally written.
[Signature Page Follows]
To evidence the binding effect of the covenants and agreements described above, the parties hereto have executed this Amendment effective as of the date first written above.
|GOODMAN NETWORKS INCORPORATED|
|By:||/s/ John Goodman|
|By:||/s/ Ron Hill|