EXHIBIT 10.3
ADVANCED RADIO TELECOM CORP.
Amendment
to
Amended and Restated Change of Control Agreement
This amendment, made this 14th day of May 1999 by and between Xxxxxx X.
XxXxxxxxxxx ("Executive") and Advanced Radio Telecom Corp. (the "Company")
amends the Amended and Restated Change of Control Agreement between Executive
and the Company dated as of 3rd of February, 1999 (the "Agreement").
Whereas, the Company and Executive entered into the Agreement to induce
Executive to advise the Board of Directors as to the best interests of the
Company regarding a potential change of control and to induce the retention of
Executive and assure Executive of fair severance in the event of such a change
of control; and
Whereas the Board believes that certain transactions contemplated by the
Company present the same considerations with respect to ensuring retention,
attention, dedication and sound advice with respect to management;
Now, therefore, in consideration of the promises and the mutual covenants
contained herein and other good and valuable consideration the parties hereto
agree as follows:
The Agreement shall be amended in the following respects:
1. The definition of Change of Control on Exhibit A shall be amended by (i)
replacing the period in subsection (d) with ";or" and adding a subsection (e) as
follows:
(e) The closing of the sale by the Company of its preferred stock pursuant
to a stock purchase agreement to be entered into in May or June, 1999,
as amended from time to time, among the Company and the purchasers
named therein.
2. All other provisions of the Agreement shall remain unamended and be in full
force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this amendment as of
14th of May 1999.
ADVANCED RADIO TELECOM CORP.
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Xxxxx X. Xxxxxx
Chairman and CEO
By: /s/ Xxxxxx X. XxXxxxxxxxx
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Xxxxxx X. XxXxxxxxxxx
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