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EXHIBIT 10.29.1
FIRST AMENDMENT
TO THE
LEAP WIRELESS INTERNATIONAL, INC.
EXECUTIVE OFFICER DEFERRED STOCK PLAN
Leap Wireless International, Inc., a Delaware corporation (the
"Company"), by resolution of its Board of Directors (the "Board"), previously
adopted The Leap Wireless International, Inc. Executive Officer Deferred Stock
Plan (the "Plan") for the benefit of the executive officers of the Company.
In order to make certain changes to the Plan, this First
Amendment to the Plan has been adopted by the Board, effective as of December 9,
1999. This First Amendment, together with the Plan, constitutes the Plan in its
entirety.
1. The second paragraph of the introduction to the Plan is hereby
amended to read in its entirety as follows:
The Plan is a nonqualified deferred compensation plan pursuant to
which twenty-five (25%) of an executive officer's Bonus (as defined
herein) will be deferred and converted into Share Units (as defined
herein) credited to the officer's account under the Plan. Share Units
will represent the right to receive shares of the Company's Common
Stock, par value $0.0001 per share ("Common Stock"), in accordance with
the Plan. The Plan also provides that an executive officer may elect to
defer all or any portion of the remainder of such executive officer's
Bonus and that the amounts deferred at the election of an executive
officer will be converted into Share Units credited to the officer's
account under the Plan. Finally, the Plan provides for additional Share
Units that will be credited to the executive officer's account under the
Plan, determined based on the executive officer's Bonus deferrals
pursuant to the Plan. The Plan provides that the Share Units credited to
an executive officer's account will be distributed to such executive
officer upon the earlier of the date or dates designated by the officer
or the officer's retirement, death, Disability (as defined herein) or
other termination of employment.
2. Section 1.19 of the Plan is hereby amended to read in its entirety as
follows:
Section 1.19 - Fair Market Value
"Fair Market Value" as of a given date shall mean (a) the closing
price of a share of Common Stock on the trading day prior to such date
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), or, if shares were not traded on the day prior
to such date, then on the next preceding day on which trading occurred,
or (b) if Common Stock is not traded on an exchange but is quoted on
NASDAQ or a successor quotation system, the mean between the closing
representative bid and asked prices for the Common Stock on the trading
day prior to such date as reported by NASDAQ or such successor quotation
system, or (c) if Common Stock is not publicly traded on an exchange and
not
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quoted on NASDAQ or a successor quotation system, the fair market value
of a share of Common Stock as established by the Administrator acting in
good faith.
3. Section 2.1 of the Plan is hereby amended to read in its entirety as
follows:
Section 2.1 - Requirements for Participation
(a) An Employee who was an Executive Officer on December 9, 1999
shall be an Active Participant for the Plan Year ended on August 31,
1999.
(b) An Employee who was an Executive Officer on December 9, 1999
shall be an Active Participant for the Plan Year beginning on September
1, 1999.
(c) An Employee who on the first day of any Plan Year beginning
after September 1, 1999 is an Executive Officer shall be an Active
Participant for such Plan Year.
(d) An Employee who is an Active Participant for any Plan Year
shall not be an Active Participant for any subsequent Plan Year unless
such Employee satisfies the requirements of subsection (b) or (c) with
respect to such Plan Year.
4. Subsection 2.3(c) of the Plan is hereby amended to read in its
entirety as follows:
(c) For purposes of this Article and Article VIII, the
"Distribution Date" of an Active Participant for a Plan Year shall mean
the first day of a calendar month designated by such Active Participant;
provided, however, that such "Distribution Date" shall not be earlier
than the third anniversary of the latest Bonus Payday for such
Participant for such Plan Year and shall not be later than the tenth
anniversary on the last Bonus Payday for such Participant for such Plan
Year.
5. Section 3.2 of the Plan is hereby amended to read in its entirety as
follows:
Section 3.2 - Voluntary Bonus Deferrals
(a) An Active Participant for a Plan year beginning on or after
September 1, 1999 may elect, in accordance with the Rules of the Plan,
to defer to his Deferred Bonus Share Account an amount equal to any
whole number percentage, which is not greater than seventy-five percent
(75%) (or such other percentage as is established by the Administrator
for such Plan Year), of his Bonus for such Plan Year.
(b) An Active Participant's Bonus deferral election under
subsection (a) shall be made on the form described in Section 2.3 and
shall be delivered to the Administrator not later than the last day of
the next preceding Plan Year; provided, however, that, for the Plan Year
beginning on September 1, 1999, an Active Participant's Bonus deferral
election under subsection (a) shall be delivered to the Administrator
not later than August 31, 2000.
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6. Section 4.1 of the Plan is hereby amended to read in its entirety as
follows:
Section 4.1 - Deferred Bonus Share Credits
For each Bonus Payday for a Plan Year, an Active Participant's
Deferred Bonus Share Account shall be credited with the number of whole
Share Units equal to:
(a) the amount of such Active Participant's Deferred Bonus
for such Bonus Payday, divided by
(b) the Fair Market Value on such Bonus Payday.
Such Share Units shall be determined by rounding down, disregarding any
fractional Share Unit and refunding the dollar amount, if any, of such
Participant's Deferred Bonus which is not sufficient to purchase one
full Share Unit, to the Participant for the Bonus Payday in question.
Such Share Units shall be credited to the Active Participant's Deferred
Bonus Share Account as of such Bonus Payday.
7. Section 4.2 of the Plan is hereby amended to read in its entirety as
follows:
Section 4.2 - Matching Share Credits
For each Bonus Payday for a Plan Year, an Active Participant's
Matching Share Account shall be credited with the number of whole Share
Units equal to twenty percent (20%) of the number of Share Units
credited to such Active Participant's Deferred Bonus Share Account as of
such Bonus Payday under Section 4.1. Such Share Units shall be
determined by rounding down and disregarding any fractional Share Unit.
Such Share Units earned shall be credited to the Active Participant's
Matching Share Account as of such Bonus Payday.
8. Section 7.1 of the Plan is hereby amended to read in its entirety as
follows:
Section 7.1 - Vesting of Accounts
(a) Except as provided in Section 8.3, a Participant shall be
Vested at all times in all of the Share Units credited to his Deferred
Bonus Share Account.
(b) Subject to Sections 8.3 and 8.4, a Participant shall become
Vested in the Share Units credited to his Matching Share Account as of a
Bonus Payday as follows:
(i) one-third of such Share Units credited as of a Bonus
Payday shall become Vested on the first anniversary of such Bonus
Payday; provided, however, that if the resulting number of Share
Units then becoming Vested produces a fractional Share Unit, the
fractional Share Unit shall be rounded up to the next whole
number of Share Units,
(ii) one-third of such Share Units credited as of a Bonus
Payday shall become Vested on the second anniversary of such
Bonus Payday; provided however,
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that if the resulting number of Share Units then becoming Vested
produces a fractional Share Unit, the fractional Share Unit shall
be rounded up to the next whole number of Share Units, and
(iii) one-third of such Share Units credited as of a Bonus
Payday shall become Vested on the third anniversary of such Bonus
Payday; provided however, that if the resulting number of Share
Units then becoming Vested produces a fractional Share Unit, the
fractional Share Unit shall be rounded down to the remaining
number of Share Units credited to the Participant's Matching
Share Account, so that the Participant shall become fully Vested
in the Share Units credited to his Matching Share Account as of
such Bonus Payday as of the third anniversary of such Bonus
Payday.
Any Share Units that are credited to a Participant's Matching Share
Account as a result of any dividend or other distribution paid or
distributed on shares of Common Stock, with respect to the Share Units
credited on the record date of such dividend or distribution, in
accordance with Section 6.2, shall become Vested on such date as the
Share Units credited on the record date become Vested under this
subsection.
9. Section 8.1 of the Plan is hereby amended to read in its entirety as
follows:
Section 8.1 - Distribution Prior to Separation from the Service
A Participant who has elected to receive the distribution of the
Share Units credited for a Plan Year as of the Distribution Date for
such Plan Year, and who has not had a Separation from the Service before
such Distribution Date, shall receive a distribution of the Vested Share
Units credited to his Accounts for such Plan Year (and any Share Units
credited with respect thereto under Section 6.2), less any amounts
required to be withheld by law, in one lump sum, not later than 30 days
after the end of the calendar month in which such Distribution Date
occurs. Such distribution shall be made by the Company in the form of
whole shares of Common Stock. Such Participant's Accounts shall be
debited the number of Share Units distributed.
10. Section 8.2 of the Plan is hereby amended to read in its entirety as
follows:
Section 8.2 - Distribution on Separation from the Service
A Participant who has a Separation from the Service (other than
by reason of his death) shall receive a distribution of the Vested Share
Units credited to his Accounts, less any amounts required to be withheld
by law, in one lump sum, not later than 30 days after the end of the
calendar month in which his Separation from the Service occurs. Such
distribution shall be made by the Company in the form of whole shares of
Common Stock. Such Participant's Accounts shall be debited the number of
Share Units distributed.
11. Subsection 9.2(a) of the Plan is hereby amended to read in its
entirety as follows:
(a) Upon the death of a Participant, the Vested Share Units
credited to his Accounts, less any amounts required to be withheld by
law, shall be distributed to such
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Participant's Beneficiary or Beneficiaries designated under Section 9.1,
in one lump sum, not later than 30 days after the end of the calendar
month in which such Participant's death occurs. In the event that the
Participant has failed to designate a Beneficiary, or no Beneficiary
survives the Participant, the Share Units credited to his Accounts, less
any amounts required to be withheld by law, shall be distributed to such
Participant's estate, in one lump sum, not later than 30 days after the
end of the calendar month in which the Participant's death occurs. Such
distribution shall be made by the Company in the form of whole shares of
Company Stock. Such Participant's Accounts shall be debited the number
of Shares distributed.
12. Subsection 11.5(e)(ii) of the Plan is hereby amended by replacing
the phrase "subsection (c) below" with the phrase "subsection (iii) below" in
the fifth sentence thereof.
Executed as of January 4, 2000 at San Diego, California.
LEAP WIRELESS INTERNATIONAL, INC.
By: /s/ James E. Hoffmann
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Title: Sr. Vice President
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