EMPLOYMENT AGREEMENT

 

                              EMPLOYMENT AGREEMENT

 

         THIS EMPLOYMENT AGREEMENT (this "Agreement") has been executed this

7th day of March, 2005 (the "Commencement Date") by and between SUNCOM WIRELESS

MANAGEMENT COMPANY, INC., a Delaware corporation (the "Company"), and WILLIAM A.

ROBINSON ("Executive").

 

                              W I T N E S S E T H:

 

         WHEREAS, the Company, a Delaware corporation ("SunCom"), is engaged in

the business of providing wireless telecommunication services in the

southeastern United States (the "Business"); and

 

         WHEREAS, from March 23, 1998 through March 31, 2004 Executive had been

employed by the Company on an "at-will" basis and served as a member of the

executive management group of the Company; and

 

         WHEREAS, Executive was promoted to the position of Executive Vice

President, Operations of the Company in April 2004, and the parties wish to

memorialize their mutual agreements and understandings with respect to

Executive's promotion and associated obligations, compensation and incentives;

and

 

         WHEREAS, the Company and Executive have agreed to enter into this

Agreement to set forth the terms and conditions of Executive's continued

employment with the Company from and after the Commencement Date.

 

         NOW, THEREFORE, in consideration of the premises and the mutual

agreements contained herein, and intending to be legally bound hereby, the

parties agree as follows:

 

         1. Employment.

 

                  (a) Agreement to Employ. Upon the terms and subject to the

conditions of this Agreement, the Company hereby employs Executive, and

Executive hereby accepts employment by the Company. From and after the

Commencement Date, the Company's employment of Executive shall no longer be on

an "at will" basis, but rather it shall be governed by the terms of this

Agreement.

 

                  (b) Employment Period. The initial term (the "Initial Term")

of Executive's employment shall commence on the Commencement Date and continue

until February 3, 2006 (the "Expiration Date"). Unless this Agreement shall have

been earlier terminated in accordance with the terms of Paragraph 5(a), the term

of this Agreement will, commencing on the Expiration Date, be extended

automatically for successive one (1) year terms unless either party elects to

terminate this Agreement by providing written notice to the other party at least

sixty (60) days prior to the expiration of the Initial Term or any renewal term

of this Agreement. As used herein, the term "Employment Period" shall mean the

Initial Term plus any renewal terms as provided above.

 

         2. Position and Duties. During the Employment Period, Executive shall

serve as the Executive Vice President, Operations of the Company and each other

member of the Triton PCS Group and be responsible for the duties set forth on

Schedule I, reporting directly to the Chief Executive Officer of the Company.

During the Employment Period, except as set forth herein, Executive shall devote

his entire business time to the services required of him hereunder, except for

vacation time and reasonable periods of absence due to sickness, personal injury

or other disability. Nothing contained herein shall preclude Executive from

serving on the board (or comparable governing body) of, or working for, any

charitable or community organization, so long as such activities do not

interfere in any material respect with the performance of Executive's duties

hereunder.

 

         3. Compensation.

 

                  (a) Base Salary. As of the Commencement Date, the Company

shall pay to Executive an annual salary of $220,000. Thereafter, the

Compensation Committee of the Board of Directors of Triton (the "Committee")

shall review Executive's base salary and may, in its discretion, increase (but

not decrease) such base salary as it deems appropriate. Executive's annual base

salary payable hereunder, as it may be increased from time to time, is referred

to herein as "Base Salary". The Company shall pay Executive his Base Salary in

equal bi-weekly installments or in such other installments as the Company pays

other similarly situated senior officers of the Company.

 

                  (b) Annual Bonus. For each calendar year or part thereof

during the Employment Period, Executive shall be eligible to receive an annual

performance-based bonus in an amount and in the manner determined pursuant to

Schedule II. Any bonuses payable under this Paragraph 3(b) shall be paid to

Executive at the same time as bonuses are paid to other executive officers of

the Company, but in no event later than ninety (90) days after the close of the

Company's fiscal year for which the bonus is payable.

 

         4. Benefits, Perquisites and Expenses.

 

                  (a) Benefits Plans. During the Employment Period, Executive

shall be eligible to participate in any benefit plan sponsored or maintained by

the Company for the benefit of its group of senior officers, including, without

limitation, any group life, Flexible Spending Account, medical, disability

insurance or similar plan or program of the Company, whether now existing or

established hereafter, to the extent that Executive is eligible to participate

in any such plan under the generally applicable provisions thereof.

 

                  (b) Perquisites. Executive shall be entitled to up to five (5)

weeks paid vacation annually in accordance with the Company's policies and

practices. Executive shall also be entitled to receive such perquisites as are

generally provided to other senior officers of the Company in accordance with

the policies and practices of the Company, including tax advisory, preparation

and related services from Triton's independent accountants; provided that the

cost to the Company in connection therewith shall not exceed $5,000 per annum.

 

                   (c) Business Expenses. The Company shall pay or reimburse

Executive for all reasonable expenses incurred or paid by Executive during the

Employment Period in the performance of Executive's duties hereunder; provided

Executive shall account for and substantiate all such expenses in accordance

with the Company's policies for reimbursement of the expenses of its senior

officers.

 

                  (d) Indemnification. The Company shall, to the maximum extent

permitted by applicable law, its certificate of incorporation or its bylaws,

indemnify Executive and hold Executive harmless against claims, judgments,

fines, amounts paid in settlement, and reasonable expenses, including reasonable

attorney's fees as incurred by Executive in connection with the defense of any

claim, action or proceeding in which he is a party by reason of his position

with any member of the Triton PCS Group; provided such liability does not arise

as a result of Executive's willful misconduct and/or gross negligence. Executive

shall notify the Company promptly upon learning of any claim, action or

proceeding for which Executive intends to assert his right to indemnification

under this Paragraph 4(d), and the Company shall have the right to control the

defense of any such claim, action or proceeding on behalf of Executive,

including any decision regarding the terms (if any) of settlement of such claim,

action or proceeding; provided that unless otherwise agreed to by Executive, any

such settlement shall include statements that Executive does not admit any

wrongdoing and the Company does not admit any wrongdoing on the part of

Executive. The Company shall not agree to any settlement of a claim, action or

proceeding for which it is indemnifying Executive until it first has informed

and consulted with Executive regarding the terms of such settlement, but the

Company shall not need the consent of Executive to such settlement (so long as

the settlement complies with the immediately preceding sentence). The

indemnification obligation of the Company in this paragraph shall survive any

termination of this Agreement.

 

                  (e) Directors' and Officers' Liability Insurance. Executive

shall be covered by any directors' and officers' liability insurance coverage

maintained by any member of the Triton PCS Group.

 

         5. Termination of Employment.

 

                  (a) Early Termination of the Employment Period.   This

Agreement may be terminated in any of the following manners:

 

                           (i) Executive may voluntarily terminate employment

with the Company at any time at the sole discretion of Executive upon sixty (60)

days' prior written notice to the Company (a "Voluntary Termination").

 

                           (ii) Executive may, upon written notice to the

Company, terminate employment with the Company immediately at any time for

"Good Reason" (as defined in Paragraph 5(e)), it being agreed that any such

termination, although effected by Executive, shall not constitute a Voluntary

Termination.

 

                            (iii) Executive's employment may, upon written notice

to Executive, be terminated by the Company at any time without Cause (as defined

in Paragraph 5(d)) at the sole discretion of the Company ("Without Cause"). The

Company shall give Executive sixty (60) days' prior written notice if Executive

is being terminated Without Cause.

 

                           (iv) Executive's employment may be terminated by the

Company at any time for Cause (as defined in Paragraph 5(d)).

 

                           (v) This Agreement shall terminate automatically upon

Executive's death.

 

                           (vi) The Company may, upon written notice to

Executive, terminate this Agreement upon Executive's Disability. As used herein,

the term "Disability" shall mean a medical determination that Executive suffers

from illness or other physical or mental impairment that prevents Executive from

substantially performing his duties for a period of sixteen (16) consecutive

weeks or longer during the Employment Period. The determination of Executive's

Disability shall be made by the Board of Directors of the Company. Executive

shall cooperate fully with any physician or health care professional (the

"Doctor") chosen by the Board of Directors, in its sole discretion, to review

Executive's medical condition. Executive shall cooperate with the Doctor by,

among other things, executing any necessary releases to grant the Doctor full

access to any and all of Executive's medical records, authorizing or requiring

physicians and other healthcare professionals who have treated or dealt with

Executive to consult with the Doctor and submitting to such physical

examinations or testing as may be requested by the Doctor.

 

                  (b) Benefits Payable Upon Termination.

 

                            (i) Following the end of the Employment Period

pursuant to any manner described in Paragraph 5(a), the Company shall pay to

Executive (or, in the event of his death, his estate): (A) any Base Salary

earned, but unpaid, for services rendered to the Company on or prior to the date

of Executive's termination of employment, and (B) amounts which are vested or

which Executive is otherwise entitled to receive under the terms of or in

accordance with any plan, policy, practice or program of, or any contract or

agreement with, the Company or any other member of the Triton PCS Group.

Following the end of the Employment Period pursuant to any manner described in

Paragraphs 5(a)(ii), (iii), (v) or (vi), the Company shall pay to Executive (or,

in the event of his death, his estate) any annual bonus that would be earned on

the next anniversary date of this Agreement prorated for that portion of the

year during which Executive was employed by the Company.

 

                           (ii) If termination occurs pursuant to any manner

described in Paragraphs 5(a)(ii), (iii) or (vi) or by reason of the Company's

non-renewal of the Employment Period as provided in Paragraph 1(b), Executive

(or, in the event of his death, his estate) shall be entitled to receive, in

addition to the benefits set forth in Paragraph 5(b)(i) hereof, a severance

award equal to the amount of Executive's then current Base Salary, payable over

a 12-month period.

 

                           (iii) If termination occurs pursuant to any manner

described in Paragraphs 5(a)(ii), (iii), (v) or (vi), that portion of any

unvested shares of Triton owned by Executive (and that are subject to the terms

of a restricted stock award letter agreement or comparable agreement) on such

date that would have vested on the next anniversary date of any restricted stock

award within twelve (12) months following the termination date shall vest

immediately upon such termination.

 

                  (c) Timing of Payments.

 

                           (i) Amounts payable pursuant to Paragraph 5(b)(i)(A),

will be paid in a single lump sum as soon as practicable, but in no event more

than 10 business days, following the end of the Employment Period.

 

                           (ii) Vested benefits referred to in Paragraph

5(b)(i)(B) shall be payable in accordance with the terms of the plan, policy,

practice, program, contract or agreement under which such benefits have accrued.

 

                           (iii) Amounts payable pursuant to Paragraph

5(b)(ii)(A) will be paid according to the then current payroll schedule during

such 12-month period.

 

                  (d) Definition of Cause. For purposes of this Agreement,

"Cause" shall mean:

 

                           (i) fraud against the Company;

 

                            (ii) willful malfeasance or gross misconduct in

connection with Executive's employment hereunder which has materially adversely

affected the Company as determined by (A) a majority vote of the Board of

Directors inclusive of the Chief Executive Officer or (B) six (6) out of seven

(7) in the absence of the Chief Executive Officer;

 

                           (iii) material failure to perform Executive's duties

for the Company;

 

                           (iv) any refusal to implement or undertake the

directives of the Board of Directors of the Company or the Chief Executive

Officer;

 

                           (v) engaging in conduct that causes material injury,

monetary or otherwise, to the Company;

 

                           (vi) engaging in conduct that reflects adversely on

the Company or affects the Executive's ability to perform his duties hereunder;

 

                           (vii) arrest for, indictment for, or being formally

charged with, the commission of a felony or commission of a crime, whether or

not a felony, involving Executive's duties for the Company or that may reflect

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