<PAGE> 1
EXHIBIT 10.2
FIRST AMENDMENT TO THE
NUCENTRIX BROADBAND NETWORKS, INC.
FIRST AMENDED AND RESTATED 1999 SHARE INCENTIVE PLAN
This FIRST AMENDMENT TO THE NUCENTRIX BROADBAND NETWORKS, INC. FIRST
AMENDED AND RESTATED 1999 SHARE INCENTIVE PLAN (this "Amendment") is made and
adopted by Nucentrix Broadband Networks, Inc., a Delaware corporation (the
"Company"), effective as of May 9, 2000.
PRELIMINARY STATEMENTS
A. Effective April 1, 1999, the Board of Directors of the Company (the
"Board") approved the Nucentrix Broadband Networks, Inc., 1999 Share Incentive
Plan (the "Original Plan") and certain amendments thereto as set forth in the
First Amendment to the Nucentrix Broadband Networks, Inc., 1999 Share Incentive
Plan (the "First Amendment").
B. Effective April 1, 1999, the stockholders of the Company approved
the Original Plan, as amended by the First Amendment.
C. The terms of the Original Plan, as amended by the First Amendment,
as currently in effect are set forth in the Nucentrix Broadband Networks, Inc.
First Amended and Restated 1999 Share Incentive Plan (the "Plan"). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Plan.
D. The Board has approved and recommended to the stockholders of the
Company that this Amendment be adopted to: (i) provide for an increase in the
maximum aggregate number of shares of the Common Stock in respect of which
Benefits may be granted under the Plan by an additional 400,000 shares, such
that the maximum aggregate number of shares of Common Stock in respect of which
Benefits may be granted under the Plan shall be 1,300,000; and (ii) provide that
under the Plan the Compensation Committee (the "Committee") may grant
nonqualified stock options with an exercise price less than 100% of the fair
market value of a share of Common Stock on the date of grant.
E. On May 9, 2000, the stockholders of the Company approved this
Amendment.
<PAGE> 2
AMENDMENT
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 5(a) of the Plan is hereby amended to read in its
entirety as follows:
"5. COMMON STOCK AVAILABLE UNDER THE PLAN.
(a) Subject to the provisions of this Section 5 and
any adjustments made in accordance with Section 10 hereof, the
maximum number of shares of Common Stock that may be delivered
to participants (including permitted assignees) and their
beneficiaries under this Plan shall be equal to one million
three hundred thousand (1,300,000) shares of Common Stock,
which may be authorized and unissued or treasury shares. Any
shares of Common Stock covered by a Benefit (or portion of a
Benefit) granted under the Plan, which is forfeited or
canceled, expires or, in the case of a Benefit other than a
Stock Options, is settled in cash, shall be deemed not to have
been delivered for purposes of determining the maximum number
of shares of Common Stock available for delivery under this
Plan. The preceding sentence shall apply only for purposes of
determining the aggregate number of shares of Common Stock
subject to Benefits but shall not apply for purposes of
determining the maximum number of shares of Common Stock with
respect to which Benefits (including the maximum number of
shares of Common Stock subject to Stock Options and Stock
Appreciation Rights) may be granted to an individual
participant under the Plan."
2. Section 6(a) of the Plan is hereby amended to read in its
entirety as follows:
"(a) EXERCISE PRICE. Each Stock Options granted hereunder
shall have such per-share exercise price as the Committee may
determine at the date of grant. The exercise price for an
Incentive Stock Options shall be subject to the limitations in
Section 6(d) hereof. The Committee may, in its discretion,
grant Nonqualified Stock Options with an exercise price per
share of Common Stock less than 100% of the fair market value
of a share of Common Stock on the date of grant."
This Amendment, and the changes to the provisions of the Plan effected
hereby, shall be effective as of May 9, 2000. Except as expressly set forth
herein, the Plan shall remain in full force and effect without further amendment
or modification.
<PAGE> 3
IN WITNESS WHEREOF, the Company, acting by and through its officer
hereunto duly authorized, has executed this Amendment effective as of the date
first written above.
NUCENTRIX BROADBAND NETWORKS, INC.
By: /s/ C.D. McHenry
-----------------------------
Carroll D. McHenry
Chairman and CEO
