EXHIBIT 10.51 FIRST AMENDMENT TO THE BRIGHTPOINT, INC. 401(K) PLAN This First Amendment to the Brightpoint, Inc. 401(k) Plan is adopted by Brightpoint, Inc. (the "Company"). BACKGROUND A. The Company adopted the Brightpoint, Inc. 401(k) Plan (the "Plan") effective January 1, 1996. B. The Plan was amended and restated in its entirety, effective January 1, 1999. C. The Company now wishes to amend the Plan. AMENDMENT Therefore, the Company hereby amends the Plan as follows: 1. Effective January 1, 2002, Section 4.04(d) is amended to read as follows: (d) Matching Contributions will be made in cash. 2. Effective January 1, 2002, Section 5.07 is amended to read as follows: Section 5.07. Crediting of Contributions and Forfeitures to Particular Funds. A Participant's Salary Redirection, Matching, Profit Sharing, and Rollover Accounts will be invested in a particular Fund or Funds according to his written designation. Subject to any rules the Plan Administrator may reasonably establish, a Participant may invest in more than one Fund. If the Participant does not designate a particular Fund, contributions and forfeitures allocated to his Accounts will be invested in a Fund designated by addendum to the Plan as the Fund to receive these allocations. Effective May 1, 2002, new contributions and forfeitures allocated to any Plan Account shall not be invested in the Company Stock Fund. 3. Effective May 1, 2002, Section 5.08 is amended to read as follows: Section 5.08. Transfers Among Funds. (a) A Participant may cause all or a part of his Accounts that are invested in the Company Stock Fund to be transferred to another Fund. A Participant may not cause any part of any Account to be transferred into the Company Stock Fund. (b) Except as otherwise provided in subsection (a), a Participant may, to the extent permitted by the Plan Administrator, cause all or a part of his Salary Redirection Account, Matching Account, Profit Sharing Account, and Rollover Account invested in one Fund to be transferred to another Fund. A Participant who desires to cause a transfer permitted by this Section will execute a written form provided by the Plan Administrator and will file it with the Plan Administrator within the time limits specified by the Plan Administrator. Every transfer election will be irrevocable and will specify the Fund from which the transfer is to be made and the Fund into which the transfer is to be made. Brightpoint, Inc. has caused this First Amendment to the Brightpoint, Inc. 401(k) Plan to be executed by its authorized officers this 21st day of March, 2002. BRIGHTPOINT, INC. By: /s/ Steven E. Fivel -------------------------------------------(Signature) Steven E. Fivel (Printed) Executive Vice President and General Counsel (Title) -2- EXHIBIT 21 SUBSIDIARIES SUBSIDIARIES (1) ----------------Brightpoint Latin America, Inc. Brightpoint de Venezuela, C.A. Brightpoint do Brasil Ltda. Brightpoint International Ltd Brightpoint EMA Limited Brightpoint (UK) Limited Brightpoint (South Africa) (Proprietary) Limited Brightpoint Sweden AB Brightpoint Middle East FZE Brightpoint (Ireland) Limited Brightpoint (Private) Limited Brightpoint Philippines, Inc. Brightpoint Australasia Pty. Limited Brightpoint International (Asia Pacific) Pte. Ltd. Brightpoint International Trading (Guangzhou) Co. Ltd. Brightpoint Australia Pty Ltd Brightpoint China Limited Brightpoint FSC, Inc. Brightpoint Global Access, Inc. Brightpoint Holdings Belgium CVA Brightpoint India Private Limited Eurocom Systems, S.A. Brightpoint North America, Inc. Wireless Fulfillment Services LLC Brightpoint International Holdings B.V. Brightpoint de Mexico, S.A. de C.V. Servicios Brightpoint de Mexico, S.A. de C.V. Brightpoint Solutions de Mexico, S.A. de C.V. Brightpoint Holdings B.V. Brightpoint (France) SARL Brightpoint Germany GmbH Brightpoint B.V. Fono Distribution Services Limited Liability Company Brightpoint Netherlands Holdings B.V. Brightpoint International Trading (Shanghai) Co., Ltd. Brightpoint New Zealand Limited Brightpoint GmbH SUBSIDIARY JURISDICTION ----------------------Indiana Venezuela Brazil Delaware United Kingdom United Kingdom South Africa Sweden U.A.E. Ireland Sri Lanka Philippines Australia Singapore China Australia Hong Kong Barbados Indiana Belgium India France Indiana California Netherlands Mexico Mexico Mexico Netherlands France Germany Netherlands U.A.E. Netherlands China New Zealand Germany SUBSIDIARIES (1) --------------Axess Communications Sp. z o. o. Winning Land Company Limited Brightpoint Taiwan Limited Brightpoint Zimbabwe (Private) Limited Brightpoint de Colombia, Inc. Brightpoint Puerto Rico, Inc. Wireless Fulfillment Services Holdings, Inc. Brightpoint (PRC) Limited Sunrise International Limited Brightpoint North America L.P. Brightpoint EMA B.V. Brightpoint Jordan Ltd. Advanced Portable Technologies Pty Ltd Autocom SARL Brightpoint Worldwide Trading (Shanghai) Co., Ltd. Data Growth Holdings Limited Mega-Hertz SARL SUBSIDIARY JURISDICTION ----------------------Poland British Virgin Islands British Virgin Islands Zimbabwe Indiana Indiana Delaware Hong Kong Cayman Islands Delaware Netherlands Jordan Australia France China British Virgin Islands France (1) Each of the named subsidiaries is not necessarily a "significant subsidiary" as defined in Rule 1-02 (w) of Regulation S-X, and Brightpoint has several additional subsidiaries not named above. The unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a "significant subsidiary" at the end of the year covered by this report. EXHIBIT 99 CAUTIONARY STATEMENTS Certain statements in this Form 10-K and in the documents incorporated by reference in this Form 10-K constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Brightpoint, Inc. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: i) uncertainties relating to customer plans and commitments; ii) lack of demand for our products and services in certain markets; iii) our ability to implement enterprise and warehouse management software systems without incurring significant additional costs or business interruptions; iv) loss of significant customers and difficulties collecting our accounts receivable; v) access to or the cost of increasing amounts of capital, trade credit or other financing; vi) dilution of the percentage ownership of existing shareholders due to significant outstanding convertible securities; vii) our significant outstanding indebtedness and payment obligations under certain lease and other contractual arrangements; viii) the possible adverse effect on demand for our products resulting from consolidation of wireless network operator customers; ix) business conditions and growth in our markets, including currency, economic and political risks in markets in which we operate; x) availability and prices of wireless products; xi) our ability to absorb, through revenue growth, the increasing operating costs that we have incurred and continue to incur in connection with our expansion activities and provision of integrated logistics services; xii) successful consummation and integration of businesses and product lines acquired; xiii) success of relationships with wireless equipment manufacturers, network operators and other participants in the wireless telecommunications and data industry; xiv) ability to meet intense industry competition; xv) the highly dynamic nature of the industry in which we participate; xvi) continued tendency of wireless equipment manufacturers and network operators to outsource aspects of their business; xvii) ability to manage and sustain future growth at our historical or industry rates; xviii) ability to respond to rapid technological changes in the wireless communications and data industry; xix) reliance on sophisticated information systems technologies; xx) ability to attract and retain qualified management and other personnel; xxi) potential performance issues with suppliers and customers; xxii) ability to protect our proprietary information; xxiii) uncertainties regarding the outcome of pending litigation and xxiv) risk of failure or material interruption of wireless systems and services. The words "believe," "expect," "anticipate," "intend," and "plan" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which speak only as of the date that such statement was made. We undertake no obligation to update any forward-looking statement.