<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
NATIONAL WIRELESS HOLDINGS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
NATIONAL WIRELESS HOLDINGS INC.
249 ROYAL PALM WAY, SUITE 301
PALM BEACH, FLORIDA 33480
April 22, 1998
To the Holders of Common Stock:
The annual meeting of stockholders, which was convened at the Biscayne Bay
Marriott Hotel, 1633 North Bayshore Drive, Miami, Florida 33132 at 11:00 a.m. on
April 17, 1998, has been adjourned to 10:00 a.m. on May 13, 1998 at the offices
of Hahn & Hessen LLP, 350 Fifth Avenue, 37th Floor, New York, New York 10118, in
order to complete the voting on the matters presented to the meeting. A formal
Notice of Adjournment of Annual Meeting and a form of proxy are attached hereto.
You are cordially invited to attend the annual meeting, as adjourned, in
person; if this should be impossible, we request that you sign, date, and mail
your proxy promptly. You may revoke your voted proxy at any time prior to the
meeting or vote in person if you attend the meeting.
PLEASE HELP US AVOID THE EXPENSE OF ADDITIONAL ADJOURNMENTS. WHETHER OR NOT
YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING AND WHETHER OR NOT YOU HAVE VOTED
YOUR PROXY PREVIOUSLY, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN
THE ENCLOSED PREPAID ENVELOPE.
If you have any questions, please call Carl Nicola, investor relations, at
(212) 582-1212 or fax (212) 582-1022.
It is always a pleasure for me and other representatives of the Company to
meet with our stockholders. We look forward to greeting as many of you as
possible at the meeting.
Terrence S. Cassidy
President and
Chief Executive Officer
<PAGE>
NATIONAL WIRELESS HOLDINGS INC.
249 ROYAL PALM WAY, SUITE 301
PALM BEACH, FLORIDA 33480
NOTICE OF ADJOURNMENT OF ANNUAL MEETING
April 22, 1998
To the Holders of Common Stock:
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of
National Wireless Holdings Inc., originally convened at 11:00 a.m. at the
Biscayne Marriott Hotel, 1633 North Bayshore Drive, Miami, Florida 33132, on
April 17, 1998, has been adjourned to 11:30 a.m. on May 13, 1998 at the offices
of Hahn & Hessen LLP, 350 Fifth Avenue, 37th Floor, New York, New York 10118 for
the following purposes:
(1) To approve the 1997 Equity Incentive Plan, as amended; and
(2) To take action upon any other matters that may properly come before
the meeting.
The foregoing items of business are more fully described in the Proxy
Statement, dated March 23, 1998, which was previously provided to you, and the
Amendment to the Proxy Statement, dated April 22, 1998, which is attached.
Please call Carl Nicola, investor relations, at (212) 582-1212 or fax (212)
582-1022, if you would like another copy of the Proxy Statement. The election of
one director of the Company to serve for a three year term and the ratification
of the appointment of Coopers & Lybrand L.L.P. as independent public accountants
for the year 1998, as described in the Proxy Statement, were approved at the
Annual Meeting on April 17, 1998.
The Company will admit to the Annual Meeting stockholders of record, persons
holding proof of beneficial ownership or who have been granted proxies and any
other person that the Company, in its sole discretion, may elect to admit. If
you plan to attend the Annual Meeting, please check the appropriate box on your
proxy.
Stockholders of record at the close of business on February 26, 1998 are
entitled to notice of, and to vote at the Annual Meeting or any adjournment
thereof. A list of such stockholders will be available at the Annual Meeting and
during the ten days prior thereto, at the office of the Company's counsel, Hahn
& Hessen LLP, 350 Fifth Avenue, in the City of New York, New York County, New
York.
By Order of the Board of Directors,
James Kardon
Secretary
New York, New York
April 22, 1998
PLEASE HELP THE COMPANY AVOID THE EXPENSE OF ADDITIONAL ADJOURNMENTS.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING AND WHETHER OR NOT
YOU HAVE VOTED YOUR PROXY PREVIOUSLY, PLEASE SIGN AND DATE THE ENCLOSED PROXY
AND RETURN IT IN THE ENCLOSED PREPAID ENVELOPE. A PROXY THAT WAS GRANTED ON THE
FORM PROVIDED TO YOU OR PRIOR TO THE APRIL 17, 1998 ANNUAL MEETING IN CONNECTION
WITH THE PROPOSAL TO APPROVE THE 1997 EQUITY INCENTIVE PLAN WILL BE VOTED AS
MARKED ON SUCH PROXY UNLESS IT IS REVOKED BEFORE IT IS VOTED AT THE ADJOURNED
MEETING.
1
<PAGE>
NATIONAL WIRELESS HOLDINGS INC.
249 ROYAL PALM WAY, SUITE 301
PALM BEACH, FLORIDA 33480
AMENDMENT TO
PROXY STATEMENT
The enclosed proxy is being solicited by the Board of Directors of the
Company for use in connection with the annual meeting of stockholders, which was
convened on April 17, 1998 and has been adjourned to 10:00 a.m. on May 13, 1998.
This Amendment to Proxy Statement and enclosed proxy are first being sent to
stockholders on or about April 22, 1998. The mailing address of the principal
executive office of the Company is 249 Royal Palm Way, Suite 301, Palm Beach,
Florida 33480. The cost of preparing, printing and mailing this Amendment to
Proxy Statement, the Notice of Adjournment, Notice of Meeting, proxy, Proxy
Statement and Annual Report will be borne by the Company. Proxy solicitation
other than by use of the mail may be made by regular employees of the Company by
telephone and personal solicitation. Banks, brokerage houses, custodians,
nominees and fiduciaries are being requested to forward the soliciting material
to their principals and to obtain authorization for the execution of proxies,
and may be reimbursed for their out-of-pocket expenses incurred in that
connection. Any stockholder giving the enclosed proxy has the right to revoke it
at any time before it is voted. To revoke a proxy, the stockholder must file
with the Secretary of the Company either a written revocation or a duly executed
proxy bearing a later date. If you decide to attend the meeting, you may revoke
your proxy and vote your shares in person.
The record of stockholders entitled to notice of, and to vote at, the Annual
Meeting was taken at the close of business on February 26, 1998. At that date
the Company had outstanding 3,283,000 shares of Common Stock ($.01 par value) of
the Company ("Common Stock"). Each share of Common Stock is entitled to one
vote. No other class of securities is entitled to vote at this meeting.
The proxies given pursuant to this solicitation will be voted at the meeting
or any adjournment thereof. An abstention from voting on the 1997 Equity
Incentive Plan, as amended, has the same legal effect as a vote against the 1997
Equity Incentive Plan, as amended, and shares represented by proxies which are
marked "withhold authority" (including non-votes by brokers) are not counted for
purposes of determining whether the 1997 Equity Incentive Plan, as amended, has
been approved.
A proxy that was granted on or prior to the April 17, 1998 annual meeting in
connection with the proposal to approve the 1997 Equity Incentive Plan will be
voted with respect to the 1997 Equity Incentive Plan, as amended, as marked on
such proxy unless it is revoked before it is voted at the adjourned meeting.
PROPOSAL 1
1997 EQUITY INCENTIVE PLAN
The 1997 Equity Incentive Plan was adopted by the Company on July 14, 1997,
and amended on April 22, 1998 (the "1997 Equity Incentive Plan"). The Board of
Directors recommends a vote in favor thereof.
The 1997 Equity Incentive Plan is designed to advance the Company's
interests by enhancing its ability to attract and retain employees and others in
a position to make significant contributions to the success of the Company
through ownership of shares of Common Stock. The 1997 Equity Incentive Plan
provides for the grant of incentive stock options ("ISOs"), non-statutory stock
options ("NQSOs"), stock appreciation rights ("SARs"), restricted stock,
unrestricted stock, deferred stock grants, and performance awards, loans to
participants in connection with awards, supplemental grants and combinations of
the above. A total of 200,000 shares of Common Stock are reserved for issuance
under the 1997 Equity Incentive Plan. The maximum number of shares as to which
options or SARs may be granted to any participant in any one calendar year is
100,000. The shares of Common Stock issuable under the 1997 Equity Incentive
Plan are
2
<PAGE>
subject to adjustment for stock dividends and similar events. Awards under the
1997 Equity Incentive Plan may also include provision for payment of dividend
equivalents with respect to the shares subject to the award. In July 1997, five
year options to purchase 10,000 shares under the 1997 Equity Incentive Plan were
granted to each of Terrence S. Cassidy, President of the Company, and Michael J.
Specchio, Chairman of the Company, subject to stockholder approval of the 1997
Equity Incentive Plan. In the event that the stockholders do not approve the
1997 Equity Incentive Plan, these options granted to Messrs. Cassidy and
Specchio will be void.
The 1997 Equity Incentive Plan is administered by the Option Committee of
the Board of Directors (the "Option Committee"). The Option Committee shall
consist of at least two directors. If the Common Stock is registered under the
Exchange Act, all members of the Option Committee shall be "outside directors"
as defined. All employees of the Company and any of its subsidiaries and other
persons or entities (including non-employee directors of the Company and its
subsidiaries) who, in the opinion of the Option Committee, are in a position to
make a significant contribution to the success of the Company or its
subsidiaries are eligible to participate in the 1997 Equity Incentive Plan.
Except as described above, no determination has been made (i) as to which
individuals may in the future receive options or rights under the 1997 Equity
Incentive Plan, (ii) as to the number of shares to be covered by any such
options or rights granted to any single individual, or (iii) as to the number of
individuals to whom such options or rights will be granted. The proceeds
received by the Company from the sale of stock pursuant to the 1997 Equity
Incentive Plan will be used for the general purposes of the Company, or in the
case of the receipt of payment in shares of Common Stock, as the Board of
Directors may determine, including redelivery of the shares received upon
exercise of options.
SUMMARY OF THE 1997 EQUITY INCENTIVE PLAN
The following summary is qualified in its entirety by the full text of the
1997 Equity Incentive Plan that appears as Exhibit 1 to the Proxy Statement of
the Company, dated March 23, 1998, and the Amendment to the 1997 Equity
Incentive Plan, dated April 22, 1998, that appears as Exhibit 1 to this
Amendment to the Proxy Statement.
STOCK OPTIONS. The exercise price of an ISO granted under the 1997 Equity
Incentive Plan may not be less than 100% (110% in the case of 10% shareholders)
of the fair market value of the Common Stock at the time of grant. The exercise
price of a NQSO granted under the 1997 Equity Incentive Plan is determined by
the Option Committee and may not be less than 85% of the lower of (x) the fair
market value of the Common Stock at the time of grant and (y) the average fair
market value of the Common Stock for the 120 consecutive trading days ending on
the date of grant. The term of each option may be set by the Option Committee
but cannot exceed ten years from grant (five years from grant in the case of an
incentive stock option granted to a 10% shareholder), and each option will be
exercisable at such time or times as the Option Committee specifies. The option
price may be paid in cash or check acceptable to the Company or, if permitted by
the Option Committee and subject to certain additional limitations, by tendering
shares of Common Stock, by using a promissory note, by delivering to the Company
an unconditional and irrevocable undertaking by a broker promptly to deliver
sufficient funds to pay the exercise price, or a combination of the foregoing.
STOCK APPRECIATION RIGHTS. SARs may be granted either alone or in tandem
with stock option grants. Each SAR entitles the participant, in general, to
receive upon exercise the excess of a share's fair market value in cash or
common stock at the date of exercise over the share's fair market value on the
date the SAR was granted. The Option Committee may also grant SARs which provide
that following a change in control of the Company as determined by the Option
Committee, the holder of such right will be entitled to receive an amount
measured by specified values or averages of values prior to the change in
control. If an SAR is granted in tandem with an option, the SAR will be
exercisable only to the extent the option is exercisable. To the extent the
option is exercised, the accompanying SAR will cease to be exercisable, and
3
<PAGE>
vice versa. An SAR granted in tandem with an ISO may be exercised only when the
market price of common stock subject to the option exceeds the exercise price of
such option. SARs not granted in tandem shall be exercisable at such time, and
on such conditions, as the Option Committee may specify.
STOCK AWARDS. The 1997 Equity Incentive Plan provides for awards of
nontransferable shares of restricted Common Stock subject to forfeiture as well
as of unrestricted shares of Common Stock. Awards may provide for acquisition of
restricted and unrestricted Common Stock for a purchase price specified by the
Option Committee, but in no event less than par value. Restricted Common Stock
is subject to repurchase by the Company at the original purchase price or to
forfeiture if no cash was paid by the participant if the participant ceases to
be an employee before the restrictions lapse. Other awards under the 1997 Equity
Incentive Plan may also be settled with restricted Common Stock. Restricted
securities shall become freely transferable upon the completion of the
Restricted Period including the passage of any applicable period of time and
satisfaction of any conditions to vesting. The Option Committee, in its sole
discretion, may waive all or part of the restrictions and conditions at any
time.
The 1997 Equity Incentive Plan also provides for deferred grants entitling
the recipient to receive shares of Common Stock in the future at such times and
on such conditions as the Option Committee may specify, and performance awards
entitling the recipient to receive cash or Common Stock following the attainment
of performance goals determined by the Option Committee. Performance conditions
and provisions for deferred stock may also be attached to other awards under the
1997 Equity Incentive Plan.
A loan may be made under the 1997 Equity Incentive Plan either in connection
with the purchase of Common Stock under an award or with the payment of any
federal, state and local tax with respect to income recognized as a result of an
award. The Option Committee will determine the terms of any loan, including the
interest rate (which may be zero). No loan may have a term exceeding ten years
in duration.
Except as otherwise provided by the Option Committee, if a participant dies,
options and SARs held by such participant immediately prior to death, to the
extent then exercisable, may be exercised by the participant's executor,
administrator or transferee during a period of one year following such death (or
for the remainder of their original term, if less). Except as otherwise
determined by the Option Committee, options and SARs not exercisable at a
participant's death terminate. Outstanding awards of restricted Common Stock
must be transferred to the Company upon a participant's death and, similarly,
deferred Common Stock grants, performance awards and supplemental awards to
which a participant was not irrevocably entitled prior to death will be
forfeited, except as otherwise determined by the Option Committee.
In the case of termination of a participant's association with the Company
for reasons other than death, options and SARs remain exercisable, to the extent
they were exercisable immediately prior to termination, for three months (or for
the remainder of their original term, if less), shares of restricted Common
Stock must be resold to the Company, and other awards to which the participant
was not irrevocably entitled prior to termination will be forfeited, unless
otherwise determined by the Option Committee. If any such association is
terminated due to the participant's discharge for cause which, in the opinion of
the Option Committee, casts such discredit on the participant as to justify
immediate termination of any award under the 1997 Equity Incentive Plan, such
participant's options and SARs may be terminated immediately.
In the event of a consolidation or merger in which the Company is not the
surviving corporation or which results in the acquisition of substantially all
of the Company's outstanding Common Stock by a single person or entity or by a
group of persons and/or entities acting in concert or in the event of the sale
or transfer of substantially all of the Company's assets, the Option Committee
may determine that (i) each outstanding option and SAR will become immediately
exercisable unless otherwise provided at the time of grant, (ii) each
outstanding share of restricted Common Stock will immediately become free of all
restrictions and conditions, (iii) all conditions on deferred grants,
performance awards and supplemental grants which relate only to the passage of
time and continued employment will be removed and (iv) all
4
<PAGE>
loans under the 1997 Equity Incentive Plan will be forgiven. The Committee may
also arrange to have the surviving or acquiring corporation or affiliate assume
any award held by a participant or grant a replacement award. If the optionee is
terminated after a change in control by the Company without cause, or in the
case of certain officers designated from time to time by the Option Committee
resigns under certain circumstances, within two years following the change in
control, all unvested options will vest and all options will be exercisable for
the shorter of four years or their original duration and all other awards will
vest. If the option committee makes no such determination, outstanding awards to
the extent not fully vested will be forfeited.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following discussion, which is
based on the law as in effect on January 1, 1998, summarizes certain federal
income tax consequences of participation in the 1997 Equity Incentive Plan. The
summary does not purport to cover federal employment tax or other federal tax
consequences that may be associated with the plan, nor does it cover state,
local or non-U.S. taxes.
In general, an optionee realizes no taxable income upon the grant or
exercise of an ISO. However, the exercise of an ISO increases alternative
minimum taxable income by an amount equal to the difference (the "option
spread") between the value of the Common Stock purchased and the price. This
increase may result in an alternative minimum tax liability to the optionee.
With certain exceptions, a disposition of shares purchased under an ISO within
two years from the date of grant or within one year after exercise produces
ordinary income to the optionee (and a corresponding deduction is available to
the company) equal to the value of the shares at the time of exercise less the
exercise price. If the disposition was a sale (other than to a related party),
and if the Common Stock was sold for less then what it was worth on the date the
ISO was exercised, the ordinary income is limited to the gain on the sale, if
any. If, on the other hand, the optionee has additional gain on a disqualifying
disposition, any additional gain recognized in the disposition is treated as a
capital gain for which the Company is not entitled to a deduction. If the
optionee does not dispose of the shares until after the expiration of these
one-and two-year holding periods, any gain or loss recognized upon a subsequent
sale is treated as a long-term capital gain or loss for which the Company is not
entitled to a deduction. In certain cases, an optionee may be treated as
disposing of ISO shares for purposes of the "disqualifying disposition" rules
even though the optionee has not sold the shares (I.E., if the optionee makes a
gift of the shares (other than to a spouse), or if the optionee uses them to
exercise another ISO within the one or two-year holding periods described
above).
In general, in the case of an NQSO the optionee has no taxable income at the
time of grant but realizes ordinary income in connection with exercise of the
option in an amount equal to the excess (at the time of exercise) of the fair
market value of the shares acquired upon exercise over the exercise price. If
the optionee is an employee, such income is subject to tax withholding. A
corresponding deduction is available to the Company. Any gain or loss recognized
upon a subsequent sale of the shares will be a capital gain or loss for which
the Company is not entitled to a deduction.
In general, an ISO that is exercised more than three months after
termination of employment (other than termination by reason of death) is treated
as an NQSO. ISOs granted by the Company are also treated as NQSOs to the extent
they first become exercisable by an individual in any calendar year for shares
having a fair market value (determined as of the date of grant) in excess of
$100,000.
Special tax rules may apply if the shares acquired pursuant to the exercise
of an option are restricted under the 1997 Equity Incentive Plan or are
otherwise subject to a substantial risk of forfeiture. In general, if shares
subject to a substantial risk of forfeiture are acquired upon exercise of an
option, any ordinary income or alternative minimum taxable income associated
with the exercise will be taken into account and measured, and any associated
deduction will be available to the Company, not earlier than the date on which
the substantial risk of forfeiture lapses unless the person to whom the option
was granted makes a so-called "83(b) election" not later than thirty (30) days
after the exercise. In the case of an optionee subject to the reporting and
short-swing profit recapture rules of Section 16 of the Exchange Act, shares
acquired pursuant to the exercise within six months of the date of grant of an
option granted prior to the
5
<PAGE>
1996 effective date of new Rule 16b-3 promulgated under the Exchange Act (or
granted after that date, if certain committee-approval or board-approval
requirements are not satisfied) will be treated as subject to a "substantial
risk of forfeiture' until six months from the date of grant of the option.
Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), the Company may not deduct more than $1.0 million for remuneration paid
to any of its five highest paid executive officers. Some types of remuneration
are not subject to this limit, including certain performance-based compensation.
It is intended that remuneration attributable to ISOs, NQSOs and SARs will
qualify for the exception from the $1.0 million deduction for performance-based
compensation.
The grant of an SAR does not itself result in any taxable income to the
recipient, nor does taxable income result merely because an SAR becomes
exercisable. Upon exercise of an SAR (or receipt of payment in cancellation of
an option), an optionee will have ordinary income, subject to withholding, equal
to the amount of any cash received plus the fair market value of any Common
Stock the optionee received. A corresponding deduction will be available to the
Company.
In certain circumstances an SAR may result in taxable income prior to
exercise. Such a result could occur (i) if an optionee holds a stand-alone SAR
(I.E., an SAR granted independent of any option) under which appreciation rights
were capped at a specified level of stock appreciation, and the cap was reached,
or (ii) if an optionee holds an SAR that was "in the money" and was about to
expire.
Under the so-called "golden parachute" provisions of the Code, the vesting
or accelerated exercisability of awards in connection with a change in control
of the Company may be required to be valued and taken into account in
determining whether participants have received compensatory payments, contingent
on the change in control, in excess of certain limits. If these limits are
exceeded, a substantial portion of amounts payable to the participant, including
payments taken into account by reason of the grant, vesting or exercise of
awards under the 1997 Equity Incentive Plan, may be subject to an additional 20%
federal tax and may be nondeductible to the Company.
PROVISIONAL GRANTS. Each of Messrs. Cassidy and Specchio has been granted
NQSOs expiring on July 14, 2002 to purchase 10,000 shares of Common Stock under
the 1997 Equity Incentive Plan at a price of $17.05 per share. Of each of the
NQSOs, 3,333 are currently exercisable, and 3,333 and 3, 334 will become
exercisable on the next two anniversaries of July 14, 1997, respectively.
Approval of the adoption of the 1997 Equity Incentive Plan requires the
affirmative vote of a majority of the votes of the shares of Common Stock
present in person or represented by proxy at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE 1997 EQUITY
INCENTIVE PLAN, AS AMENDED.
OTHER MATTERS
Management does not know of any business to be transacted at the meeting, as
adjourned, other than as indicated herein. However, certain stockholders may
present topics for discussion from the floor. Should any such matter properly
come before the meeting for a vote, the persons designated as proxies will vote
thereon in accordance with their best judgment.
You are urged to sign, date and return the enclosed proxy in the prepaid
envelope provided for such purpose. It is hoped that registered stockholders
will give us advance notice of their plans by marking the box provided on the
proxy card.
If you will need special assistance at the Annual Meeting because of a
disability or if you require directions to the Meeting, please contact James
Kardon, the Secretary of the Company, at (212) 736-1000.
New York, New York
April 22, 1998
James Kardon, Secretary
6
<PAGE>
EXHIBIT 1
AMENDMENT TO
NATIONAL WIRELESS HOLDINGS INC.
1997 EQUITY INCENTIVE PLAN
DATED APRIL 22, 1998
THE FOLLOWING SECTIONS AND SUBSECTIONS OF THE 1997 EQUITY INCENTIVE PLAN
HAVE BEEN AMENDED AND RESTATED SO AS TO READ IN THEIR ENTIRETY AS FOLLOWS:
*****
2. ADMINISTRATION
Unless otherwise determined by the Board of Directors of the Company (the
"Board"), the Plan will be administered by a Committee of the Board designated
for such purpose (the "Committee"). The Committee shall consist of at least two
directors. A majority of the members of the Committee shall constitute a quorum,
and all determinations of the Committee shall be made by a majority of its
members. Any determination of the Committee under the Plan may be made without
notice or meeting of the Committee by a writing signed by a majority of the
Committee members. During such times as the Stock is registered under the
Securities Exchange Act of 1934 (the "1934 Act"), all members of the Committee
shall be disinterested persons within the meaning of Rule 16b-3 under the 1934
Act and "outside directors" within the meaning of Section 162(m)(4)(C)(i) of the
Internal Revenue Code of 1986, as amended (the "Code").
The Committee will have authority, not inconsistent with the express
provisions of the Plan and in addition to other authority granted under the
Plan, to (a) grant Awards at such time or times as it may choose; (b) determine
the size of each Award, including the number of shares of Stock subject to the
Award; (c) determine the type or types of each Award; (d) determine the terms
and conditions of each Award; (e) waive compliance by a holder of an Award with
any obligations to be performed by such holder under an Award and waive any
terms or conditions of an Award; (f) amend or cancel an existing Award in whole
or in part (and if an award is canceled, grant another Award in its place on
such terms and conditions as the Committee shall specify), except that the
Committee shall not (1) amend an existing Option to reduce the exercise price or
(2), without the consent of the holder of an Award, take any action under this
clause with respect to such Award if such action would adversely affect the
rights of such holder; (g) prescribe the form or forms of instruments that are
required or deemed appropriate under the Plan, including any written notices and
elections required of Participants (as defined below), and change such forms
from time to time; (h) adopt, amend and rescind rules and regulations for the
administration of the Plan; and (i) interpret the Plan and decide any questions
and settle all controversies and disputes that may arise in connection with the
Plan. No additional Awards may be made with respect to shares of Common Stock
covered by Awards which have been cancelled or forfeited by the holder prior to
the end of the term thereof. Such determinations and actions of the Committee,
and all other determinations and actions of the Committee made or taken under
authority granted by any provision of the Plan, will be conclusive and will bind
all parties. Nothing in this paragraph shall be construed as limiting the power
of the Committee to make adjustments under Section 7.3 or Section 8.6.
With respect to persons subject to Section 16 of the 1934 Act, transactions
under the Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act.
*****
7
<PAGE>
4. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 8.6 below, the aggregate number
of shares of Stock that may be delivered under the Plan will be 200,000. If any
Award requiring exercise by the Participant for delivery of Stock terminates in
accordance with its terms without having been exercised in full, or if any Award
payable in Stock or cash is satisfied in cash rather than Stock, the number of
shares of Stock as to which such Award was not exercised or for which cash was
substituted will be available for future grants.
Subject to Section 8.6(a), the maximum number of shares of Stock as to which
Options and Stock Appreciation Rights may be granted to any Participant in any
one calendar year is 100,000, which limitation shall be construed and applied
consistently with the rules under Section 162(m) of the Internal Revenue Code.
Stock delivered under the Plan may be either authorized but unissued Stock
or previously issued Stock acquired by the Company and held in treasury. No
fractional shares of Stock will be delivered under the Plan.
*****
6. TYPES OF AWARDS
6.1 OPTIONS
(a) NATURE OF OPTIONS. An Option is an Award giving the recipient the
right on exercise thereof to purchase Stock.
Both "incentive stock options," as defined in Section 422 of the Internal
Revenue of 1986, as amended (the "Code") (any Option intended to qualify as an
incentive stock option being hereinafter referred to as an "ISO"), and Options
that are not incentive stock options, may be granted under the Plan. ISOs shall
be awarded only to Employees. Any Option not identified at the time of grant as
being either an ISO or a non-incentive stock option shall be a non-incentive
stock option.
(b) EXERCISE PRICE. The exercise price of an Option will be determined by
the Committee subject to the following:
(1) The exercise price of an ISO shall not be less than 100% (110% in
the case of an ISO granted to a ten-percent stockholder) of the fair market
value of the Stock subject to the Option, determined as of the time the
Option is granted. A "ten percent stockholder" is any person who at the time
of grant owns, directly or indirectly, or is deemed to own by reason of the
attribution rules of section 424(d) of the Code, stock possessing more than
10% of the total combined voting power of all classes of stock of the
Company or of any of its subsidiaries.
(2) The exercise price of a NQSO shall not be less than 85% of the lower
of (x) the fair market value of the Common Stock at the time of grant and
(y) the average fair market value of the Common Stock for the 120
consecutive trading days ending on the date of grant.
(3) In no case may the exercise price paid for Stock which is part of an
original issue of authorized Stock be less than the par value per share of
the Stock.
(4) The Committee may not reduce the exercise price of an Option after
the time of grant.
*****
8
<PAGE>
6.6 LOANS.
The Company may make a loan to a Participant ("Loan"), either on the date of
or after the grant of any Award to the Participant. A Loan may be made either in
connection with the purchase of Stock under the Award or with the payment of any
Federal, state and local income tax with respect to income recognized as a
result of the Award. The Committee will have full authority to decide whether to
make a Loan and to determine the amount, terms and conditions of the Loan,
including the interest rate (which may be zero), whether the Loan is to be
secured or unsecured and the terms on which the Loan is to be repaid. However,
no Loan may have a term (including extensions) exceeding ten years in duration.
*****
9. EFFECT, AMENDMENT AND TERMINATION
Neither adoption of the Plan nor the grant of Awards to a Participant will
affect the Company's right to grant to such Participant awards that are not
subject to the Plan, to issue to such Participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued to
Employees.
The Committee may at any time or times amend the Plan or any outstanding
Award for any purpose which may at the time be permitted by law, or may at any
time terminate the Plan as to any further grants of Awards, provided that
(except to the extent expressly required or permitted by the Plan) no such
amendment will, without the approval of the stockholders of the Company,
effectuate a change for which stockholder approval is required in order for the
Plan to continue to qualify for the award of ISOs under section 422 of the Code,
for the award of performance-based compensation under Section 162(m) of the Code
or under Rule 16b-3 promulgated under Section 16 of the 1934 Act. In addition,
the Committee shall not (1) amend an existing Option to reduce the exercise
price or (2), without the consent of the holder of an Award, take any action
under this Section 9 with respect to such Award if such action would adversely
affect the rights of such holder.
9
<PAGE>
[FORM OF PROXY]
NATIONAL WIRELESS HOLDINGS INC.
PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS CONVENED ON APRIL 17, 1998 AND ADJOURNED TO MAY 13, 1998.
The undersigned hereby (a) acknowledges receipt of the Notice of Annual
Meeting of Stockholders of National Wireless Holdings Inc. (the "Company")
convened at 11:00 a.m. on April 17, 1998 and the Proxy Statement in connection
therewith, each dated March 23, 1998, and the Notice of Adjournment and
Amendment to Proxy Statement, each dated April 22, 1998, providing for
adjournment of the Annual Meeting to May 13, 1998; (b) appoints Terrence S.
Cassidy and Michael J. Specchio as Proxies, or any of them, each with the power
to appoint a substitute; (c) authorizes the Proxies to represent and vote, as
designated hereon, all the shares of Common Stock of the Company, held of record
by the undersigned on February 26, 1998, at such Annual Meeting and at any
adjournment(s) thereof; and (d) revokes any proxies heretofore given concerning
the matters covered by this Proxy Card.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
SEE REVERSE SIDE
<PAGE>
[REVERSE SIDE OF FORM OF PROXY]
1. Adoption of 1997 Equity Incentive Plan, as amended.
/ / FOR / / AGAINST / / ABSTAIN
THIS PROXY WILL BE VOTED as directed, or, if no contrary direction is indicated,
will be voted FOR the adoption of the 1997 Equity Incentive Plan, as amended,
and as said proxies deem advisable on such other matters as may properly come
before the meeting.
SIGNATURE(S) _____________________
SIGNATURE(S) _____________________
NOTE: Please sign exactly as name
appears hereon. Joint owners
should each sign. When
signing as attorney,
executor, administrator,
trustee or guardian, please
give full title as such.
DATE _____________________________
