EMERGENCE BONUS AGREEMENT
This Emergence Bonus Agreement, effective as of February 17, 2005, is
entered into between Robert J. Irving, Jr
. ("Executive") and Cricket
Communications, Inc. ("Cricket).
A. On April 13, 2003, Cricket, Leap Wireless
International, Inc. ("Leap"),
and substantially all of their respective subsidiaries filed voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy Code.
B. Cricket, Leap and their respective debtor subsidiaries emerged from
bankruptcy on August 16, 2004 when the Amended and Restated Joint Plan of
Reorganization of Leap, Cricket and other debtors party thereto became
C. Executive served as an executive officer of Leap and Cricket for all or
substantially all of the time that these two corporations were in bankruptcy.
D. To help assure its continued operations and the retention of its
employees during its financial restructuring, Cricket instituted various
retention and bonus compensation programs in 2003 and 2004, including a program
referred to as the Key Employee Retention Program ("KERP") which provided
employees who were selected to participate in the program with bonus payments in
October 2004 and February 2005. No executive officer of Leap or Cricket
participated in the KERP.
E. In recognition of the services that Executive rendered to Leap and
Cricket, including the services that Executive rendered to Leap and Cricket
during the pendency of these corporations' bankruptcies, the Compensation
Committee of the Board of Directors of Leap authorized the payment of a cash
emergence bonus to Executive. For good and valuable consideration, the receipt
of which is hereby acknowledged, Cricket has agreed to pay to Executive the
portion of such bonus that remains to be paid as set forth below.
1. Cricket shall pay Executive a bonus in an amount equal to $87,500 on (or
promptly after) the earliest to occur of the following events:
(a) September 30, 2005, provided Executive is still employed by
Cricket on such date;
(b) the date on which Executive ceases to be employed by Cricket,
unless such cessation of employment occurs as a result of a termination for
As used in this agreement, the terms "Cause" shall have the meaning ascribed to
such term in the standard form of Stock Option Grant Notice and Non-Qualified
Stock Option Agreement filed as Exhibit 10.2 to Leap's Current Report on From
8-K, filed with the Securities and Exchange Commission on January 5, 2005.
IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of
the date first written above.
EXECUTIVE CRICKET COMMUNICATIONS, INC.
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Name: S.D. Hutcheson
Title: President, CFO