0000936392-06-000273 Sample Contracts

AMENDMENT NO. 4 TO AMENDED AND RESTATED SYSTEM EQUIPMENT PURCHASE AGREEMENT BETWEEN CRICKET COMMUNICATIONS, INC. AND NORTEL NETWORKS INC.
System Equipment Purchase Agreement • March 27th, 2006 • Leap Wireless International Inc • Telephone communications (no radiotelephone)

This Amendment No. 4 (this “Amendment”) is made effective as of December 22, 2005 by and between Cricket Communications, Inc., a Delaware corporation (the “Owner”), and Nortel Networks Inc., a Delaware corporation (the “Vendor”).

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AMENDMENT NO. 1 TO STOCK OPTION GRANT NOTICE AND NON-QUALIFIED STOCK OPTION AGREEMENT
Stock Option Grant Notice and Non-Qualified Stock Option Agreement • March 27th, 2006 • Leap Wireless International Inc • Telephone communications (no radiotelephone)

This Amendment Number 1 to Stock Option Grant Notice and Non-Qualified Stock Option Agreement (this “Amendment”) is entered into, effective as of January 1, 2006, by and between Leap Wireless International, Inc. (the “Company”) and the stock option holder (“Holder”) that is a signatory to this Amendment.

LEAP WIRELESS INTERNATIONAL, INC. 2004 STOCK OPTION, RESTRICTED STOCK AND DEFERRED STOCK UNIT PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Notice and Restricted Stock Award Agreement • March 27th, 2006 • Leap Wireless International Inc • Telephone communications (no radiotelephone) • Delaware

This Stock Assignment may be used only in accordance with the Restricted Stock Award Agreement between LEAP WIRELESS INTERNATIONAL, INC. and the undersigned dated , .

LEAP WIRELESS INTERNATIONAL, INC. 2004 STOCK OPTION, RESTRICTED STOCK AND DEFERRED STOCK UNIT PLAN STOCK OPTION GRANT NOTICE AND NON-QUALIFIED STOCK OPTION AGREEMENT
Notice and Non-Qualified Stock Option Agreement • March 27th, 2006 • Leap Wireless International Inc • Telephone communications (no radiotelephone) • Delaware

Leap Wireless International, Inc. (the “Company”), pursuant to its 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan (the “Plan”), hereby grants to the holder listed below (“Holder”), an option to purchase the number of shares of the Company’s Common Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth herein and in the Non-Qualified Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

LEAP WIRELESS INTERNATIONAL, INC. 2004 STOCK OPTION, RESTRICTED STOCK AND DEFERRED STOCK UNIT PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 27th, 2006 • Leap Wireless International Inc • Telephone communications (no radiotelephone) • Delaware

This Stock Assignment may be used only in accordance with the Restricted Stock Award Agreement between LEAP WIRELESS INTERNATIONAL, INC. and the undersigned dated , .

SECOND AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 27th, 2006 • Leap Wireless International Inc • Telephone communications (no radiotelephone)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), effective as of February 17, 2006, is entered into by and among Leap Wireless International, Inc., a Delaware corporation (“Parent”), Cricket Communications, Inc., a Delaware corporation (the “Company”), and S. Douglas Hutcheson (“Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Existing Agreement (as defined below). All Section, Exhibit and Attachment references in this Amendment are to Sections, Exhibits and Attachments of the Existing Agreement.

LETTER WAIVER
Letter Waiver • March 27th, 2006 • Leap Wireless International Inc • Telephone communications (no radiotelephone)

To the banks, financial institutions and other institutional lenders (collectively, the “Lenders”) parties to the Credit Agreement referred to below and to Bank of America, N.A., as agent (the “Agent”) for the Lenders

AMENDMENT NO. 1 TO RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
And Restricted Stock Award Agreement • March 27th, 2006 • Leap Wireless International Inc • Telephone communications (no radiotelephone)

This Amendment Number 1 to Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (this “Amendment”) is entered into, effective as of January 1, 2006, by and between Leap Wireless International, Inc. (the “Company”) and the restricted stock award holder (“Holder”) that is a signatory to this Amendment.

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