1
EXHIBIT 10.10A
AMENDMENT TO
KEY EMPLOYEE STOCK AGREEMENT
THIS AMENDMENT TO KEY EMPLOYEE STOCK AGREEMENT (the "Amendment") is
made and entered into this __ day of August, 2000 by and between Advanced
Switching Communications, Inc., a Delaware corporation (the "Company"), and the
undersigned employee and stockholder of the Company (the "Key Employee").
WHEREAS, the Company and the Key Employee are parties to a Key Employee
Stock Agreement (the "Agreement");
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission in connection with a proposed initial public
offering of the Company's common stock (the "Initial Public Offering");
WHEREAS, the parties desire to amend the Agreement to provide for the
termination of certain provisions of the Agreement following the closing of the
Initial Public Offering as set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendments
1.1. Definition of Shares. Section 1 is hereby amended by
deleting paragraph (e) thereof in its entirety and substituting therefor the
following:
"'Shares' means (i) the shares of common stock of the Company
acquired by Key Employee in connection with the execution of
this Agreement, (ii) any subdivision of such Shares, (iii) the
payment of a dividend in Shares with respect to such Shares,
and/or (iv) any other securities issuable with respect to such
Shares without consideration or into which such Shares are
transformed as the result of a merger, consolidation, or
recapitalization."
1.2. Definition of Initial Public Offering. Section 1 is
hereby amended by adding the following immediately following subsection 1(h):
"(i) "Initial Public Offering" shall mean the initial public
offering of the Company's common stock pursuant to an
effective registration statement under the Securities Act of
1933."
2
1.3. The Company's Repurchase Rights. Section 4 of the Agreement is
hereby amended by designating the existing paragraph as subsection "(a)" and
adding the following paragraph as subsection "(b)":
"(b) The Company's repurchase rights pursuant to Section
4(a) shall terminate:
(1) with respect to 50% of the Shares,
immediately after the closing of the Initial
Public Offering;
(2) with respect to 25% of the Shares, on the
date six months after the closing of the
Initial Public Offering; and
(3) with respect to 25% of the Shares, on the
date one year after the closing of the
Initial Public Offering."
1.4. First Right of Refusal. Section 8 of the Agreement is hereby
amended by designating the existing paragraph as subsection "(a)" and adding the
following paragraph as subsection "(b)":
"(b) The Company's rights of first refusal pursuant to
Section 8(a) shall terminate:
(1) with respect to 50% of the Shares,
immediately after the closing of the Initial
Public Offering;
(2) with respect to 25% of the Shares, on the
date six months after the closing of the
Initial Public Offering; and
(3) with respect to 25% of the Shares, on the
date one year after the closing of the
Initial Public Offering."
1.5. The Agreement is hereby amended to add the following Section
14:
"14. Termination of Certain Rights Upon Completion of
IPO. Sections 5, 6 and 7 of this Agreement shall
terminate and be of no further force or effect
immediately upon the closing of the Company's Initial
Public Offering.
2. Miscellaneous.
2.1. No Other Amendment. As amended hereby the Agreement
shall remain in full force and effect.
-2-
3
2.2. Governing Law. This Amendment shall be governed by
the laws of the Commonwealth of Virginia.
2.3. Counterparts. This Amendment may be executed in
counterparts.
-3-
4
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
ADVANCED SWITCHING COMMUNICATIONS, INC.
By:
------------------------------------------------------
Name:
Title:
KEY EMPLOYEE:
------------------------------------------------------
[Signature]
Name of Key Employee:
----------------------------------
Date of original
Key Employee Stock Agreement:
--------------------------
Number of Shares Covered
(adjusted to reflect stock splits):
---------------------
-4-
