EXHIBIT 10.6
ADVANCED RADIO TELECOM CORP.
Amended and Restated Change of Control Agreement
AGREEMENT, made this 3rd day of February, 1999 by and between George R. Olexa ("Executive") and
ADVANCED RADIO TELECOM CORP. (the "Company");
RECITALS:
A. The Board of Directors of the Company (the "Board") recognizes that the possibility of a change in control
may exist and that such possibility, and the uncertainty and questions which it may raise among management
personnel, may result in the departure or distraction of management personnel to the detriment of the Company
and its stockholders;
B. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of members of the Company's management, including Executive, to their duties, to
assisting the Board in assessing proposals with respect to a change in control and to advising the Board as to the
best interests of the Company and its shareholders with respect to such potential change in control, without
distraction and conflict arising from the possibility of a change in control;
C. The Board wishes to induce Executive to remain in the employ of the Company and to assure him of fair
severance should his employment terminate in specified circumstances following a change of control of the
Company.
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties
hereto agree as follows:
1. If within 24 months following a Change of Control (as defined in Exhibit A) (the "Post Change of Control
Period") Executive's employment with the Company is terminated (i) by the Company for any reason (other than
for "Cause" or "Disability" (as defined paragraph 4 below) or as a result of Executive's death), or (ii) Executive
terminates such employment for Good Reason (as defined in paragraph 4 below):
(a) The Company will pay to Executive within five business days of such termination of employment a lump-sum
cash payment in an amount equal to th