exv10w3



 





Exhibit 10.3




AETHER HOLDINGS, INC.




ADDENDUM TO STOCK OPTION AGREEMENT




     Aether Holdings, Inc. (the “Corporation”) has issued you three option grants dated October
25, 1999 and three option grants dated July 25, 2001 (the “Options”) under its 1999 Equity Incentive Plan
(the “1999 Plan”). Each Option entitles you to acquire a specified number (the “Option Shares”) of shares
of the Corporation’s common stock, at specified prices per share (the “Exercise Price”) pursuant to the provisions of the 1999
Plan and the grant agreements. This Addendum to Stock Option Agreement (the “Addendum Agreement”) will modify one or more provisions
governing your Options. By signing this Addendum Agreement, you agree to be bound by the modified terms
and restrictions included herein. However, except as modified herein, the 1999 Plan and the grant agreements remain in
full force and effect. In addition, only the Options specifically identified above are modified by this
Addendum Agreement and any other options granted to you by the Corporation remain subject to the 1999 Plan and
stock option agreements governing such grants.



     Attached to this Addendum Agreement, as Schedule I, are the details of the grants covering
the Options. Schedule I specifies the number of Option Shares, the Exercise Price, the Date of Grant, and
other details of your Options. The Options are subject in all respects, except as modified herein by the Addendum
Agreement, to the applicable terms and restrictions of the 1999 Plan and the grant agreements.



     In addition to the terms and restrictions in the 1999 Plan and grant agreements, the following terms and
restrictions apply to each Option and shall govern if a conflict arises with the 1999 Plan
or the terms of the grant agreements held by you:



	 	 	 
	Option Expiration Rules:

	 	For each of the three option grants dated October 25, 1999,
as identified on Schedule I, such options shall become
exerciseable on or after January 1, 2009 and shall remain
exercisable until midnight on October 25, 2009.1








 




			
	1	 	These option grants cannot be exercised beyond the date that is ten years following the original
grant date, which is October 25, 1999.





 










 







	 	 	 
	 

	 	For the three option grants dated July 25, 2001, as
identified on Schedule I, such options shall become
exerciseable on or after January 1, 2011 and shall remain
exerciseable until midnight on July 25, 2011.2
	 
	 	 
	 

	 	Any options not exercised within the time periods set forth
above shall expire and be forfeited.
	 
	 	 
	 

	 	Notwithstanding the foregoing, all options otherwise
exerciseable within the fixed schedules set forth above shall
become immediately exerciseable upon a change of control
(as defined under Section 409A of the Internal Revenue
Code) that occurs prior to the first date that such options
may be exercised.








 




			
	2	 	These options grants cannot be exercised beyond the date that is ten years following the original grant date,
which is (July 25, 2001).






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          IN WITNESS WHEREOF, the parties hereto have caused this Addendum to Stock Option
Agreement to be duly executed either individually or by their respective authorized officers as of
October 31, 2006.




	 	 	 	 	 
	 	AETHER HOLDINGS, INC.

 	 
	 	/s/  David B. Meister
	 
	 	By:    David B. Meister 	 
	 	Its:   Senior Vice President and
Chief Financial Officer 	 
	 
	 	OPTION HOLDER

 	 
	 	/s/ J. Carter Beese, Jr.
 	 
	 	By:            J. Carter Beese, Jr. 	 
	 	 	 
	 


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Schedule 1 —

J. Carter Beese, Jr.




	 	 	 	 	 	 	 	 	 
	# Option	 	Exercise	 	 	 	 
	Shares	 	Price	 	Date of Grant	 	Expiration Date
	 
	 	 	 	 	 	 	 	 
	12,600

	 	$	16.00	 	 	October 25, 1999
	 	October 25, 2009
	4,000

	 	$	16.00	 	 	October 25, 1999
	 	October 25, 2009
	4,000

	 	$	16.00	 	 	October 25, 1999
	 	October 25, 2009
	18,000

	 	$	8.54	 	 	July 25, 2001
	 	July 25, 2011
	5,000

	 	$	8.54	 	 	July 25, 2001
	 	July 25, 2011
	5,000

	 	$	8.54	 	 	July 25, 2001
	 	July 25, 2011






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