ex10-25.htm


    
      

    

    Exhibit
10.25

     

    
      AMENDMENT
TO THE

      IPWIRELESS,
INC. EMPLOYEE STOCK BONUS PLAN

      


      WHEREAS, Section 8 of the IPWireless, Inc. Employee Stock Bonus
Plan (“Plan”) provides that NextWave Wireless Inc. (“NextWave”) may amend the Plan at any time, provided that the
amendment shall not adversely affect the rights of any participants in respect
of any stock bonus payable;

      


      NOW, THEREFORE, in accordance with the
foregoing, the Plan shall be amended effective as of the date hereof
as
follows:

      


      1.  Section 3.1 shall be
amended in its entirety as follows:

      


      “SHARES SUBJECT TO THE PLAN.
 The Shares issuable under the Plan are
shares of common stock of NextWave, par value $.001.  The number of Shares that may be issued
over the term of the Plan shall be such number that has an aggregate Fair Market
Value (rounded down to the nearest whole Share) of $7,000,000 based on the Fair
Market Value of each Share as of its date of valuation under the Plan.”

      


      2.  In the preamble to Section 4.1, the
language “Shipped Revenue for TDtv and New York Public Safety Project equipment,
as such terms are defined below” shall be replaced with the following
language:  “Shipped Revenue, as
such term is defined below”;

      


      3.  The definitions of “TDtv
Business” and “New York Public Safety Project” in Section 4.1 shall both be
deleted;

      


      4.  The definition of “Shipped
Revenue” in Section 4.1 shall be amended in its entirety as
follows:

      


      "SHIPPED
REVENUE" means (i) the amount of payment received in connection with product
sales by the Company for which the product has been delivered (it being
understood that if delivery and payment occur at different times, Shipped
Revenue shall be deemed to occur at the time that the later of delivery or
payment occur), plus (ii) fees received for software maintenance plus (iii)
up-front or fixed license fees received in connection with licenses granted to
third parties plus (iv) with respect to Milestone 2 and Milestone 3 Bonuses
only, any nonrecurring engineering expense payments; and provided that the
amount of Shipped Revenue shall not include (i) any nonrecurring engineering
expense payments or service payments made in connection with product sales made
in 2007 and (ii) service payments made in connection with product sales; and
provided, further, that the amount of Shipped Revenue that is subject to
holdbacks or deferred payment terms shall not be included in Shipped Revenue
until the amount subject to holdback or deferred payment has been
received.  Shipped Revenue shall include Shipped Revenue of the
Company plus (i) Shipped Revenue of licensees of the Company who were licensees
of the Company as of April 6, 2007, (ii) Shipped Revenue of licensees of the
Company who became licensees of the Company after April 6, 2007 but prior to May
11, 2007 (provided that NextWave consented thereto), and (iii) Shipped Revenue
of licensees of the Company who became licensees after May 11, 2007; provided
that Shipped Revenue of any of such licensees shall only include the amount of
cash received by such licensee that is used to determine the royalty or license
fee that the licensee pays to the Company.  If any equipment covered
by Shipped Revenue has been delivered late and the Chief Executive Officer of
the Company certifies to the Stockholder Representative (as such term is defined
under the Agreement and Plan of Merger, dated April 6, 2007, among NextWave and
the Company (the “Merger Agreement”)) that penalties or liquidated damages have
been invoiced for such late delivery or have not been invoiced but are likely to
be claimed, in either case in accordance with the terms of the agreement with
the customer (as such terms and agreement exist on April 6, 2007), then Shipped
Revenue shall be reduced by the penalties or liquidated damages that have been
so invoiced or are so likely to be claimed; provided, however, any such
reduction caused by penalties or liquidated damages that have not been invoiced
but have been certified as likely to be claimed shall be placed into an escrow
account acceptable to NextWave until the earlier of (i) such time that the
penalties or liquidated damages are invoiced, at which time the associated
amount held in escrow shall be released to NextWave or (ii) such time that the
penalties or liquidated damages are no longer payable by way of agreement with
the customer, at which time the associated amount held in escrow shall be
released to the participants.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      5.  Section 4.2 shall be
replaced in its entirety as follows:

      


      “AMOUNT
OF MILESTONE BONUSES.  The amount of a Milestone Bonus, if any, with
respect to a participant shall be a percentage of the participant’s Maximum
Bonus Amount, and the aggregate Milestone Bonuses shall not exceed 100% of the
Participant’s Maximum Bonus Amount.  As to each Milestone Period, the
Company has established a target performance objective at which the target bonus
percentage of the Maximum Bonus Amount shall be earned and a threshold
performance objective at which 25% of the target bonus percentage shall be
earned.  The bonus amount earned for performance between the target
and threshold performance objectives shall be derived using linear
interpolation.  Participants who have properly executed and delivered
to, NextWave a valid and binding non-competition agreement in the form provided
by the Board in its sole discretion (“Non-Compete Participants”), shall be
entitled to vesting of the Participant’s Maximum Bonus Amount that is
accelerated compared to such vesting by participants who have not entered into
such a non-competition agreement (“Regular Participants”).  Unless a
different vesting schedule is set forth in an individual Participation Letter,
the target and the threshold performance objectives, and the target bonus
percentage for each of the Milestone Periods with respect to Non-Compete
Participants and Regular Participants are set forth below.”

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      
        	
                Milestone
      Bonus

                (Milestone
      Period)

              	
                Amounts
      of 

                Shipped
      

                Revenue

              	
                Percentage
      of

                Participant’s
      Maximum Bonus Amount

              
	
                Milestone
      1 Bonus

                (January
      1, 2007-January 1, 2008)

              	
                Threshold:

                $10,000,000

                 

                Target:
      

                $40,000,000

              	
                Non-Compete
      Participants               45%

              
	
                Regular
      Participants                         30%

              
	
                Milestone
      2 Bonus

                (January
      2, 2008-January 1, 2009)

              	
                Threshold:

                $12,500,000

                 

                Target:
      

                $50,000,000

              	
                Non-Compete
      Participants               45%

              
	
                Regular
      Participants                         35%

              
	
                Milestone
      3 Bonus

                (January
      2, 2009-January 1, 2010)

              	
                Threshold:

                $20,000,000

                 

                Target:
      

                $80,000,000

              	
                Non-Compete
      Participants               10%

              
	
                Regular
      Participants                         35%

              


      

      


      IN WITNESS WHEREOF, and as evidence of
the adoption of the
Amendment set forth herein, the Board has caused
this Amendment to be
executed this 10th
day of March, 2008.

      


                                              NEXTWAVE WIRELESS,
INC.

      


                                              BY: /s/ Frank A.
Cassoy

                                              TITLE: Executive Vice
President

      
 

       

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