EXHIBIT 10.16 EMPLOYMENT AGREEMENT

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EXHIBIT 10.16

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT ("Agreement"), entered into and effective as of March 11, 2005 by and between UbiquiTel Inc., a Delaware corporation (the "Company"), and David L. Zylka, Chief Technology Officer of the Company ("Executive").

        WHEREAS, the Company wishes to assure the Executive's continued employment and, to that end, to provide Executive with certain severance benefits if Executive's employment is terminated under certain circumstances.

        NOW, THEREFORE, the Company and Executive hereby agree as follows:

        1.     Termination.     

        a.     Termination by the Company.     

        (1)     For Cause.     The Company may terminate Executive's employment hereunder at any time for Cause, as herein defined, in which case the Company's sole liability to Executive shall be for unpaid salary and benefits (then owed or accrued and owed in the future) through the date of termination and unreimbursed expenses incurred by Executive.

        (2)     Without Cause.     The Company may also terminate Executive's employment without Cause at any time upon written notice, but, in that event, must pay to Executive a single lump sum in cash, within thirty (30) days, unless another date is mutually agreed upon by the parties, equal to one (1) year's gross salary plus one (1) month's gross salary for each full year of employment of Executive by the Company (provided that such additional amount shall not exceed six (6) month's gross salary), plus all unreimbursed expenses incurred by Executive.

        Notwithstanding the foregoing, in the event payment is due to Executive under this Section within twenty-four (24) months following a Change of Control, or if Executive is terminated without Cause or terminates for Good Reason within six (6) months prior to a Change of Control and it is reasonably demonstrated by Executive that such termination or circumstances constituting Good Reason (i) were the result of the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in connection with or in anticipation of the Change of Control,

        (A)  then in lieu of, and not in addition to, the amounts specified in the first sentence of this Section 1.a.(2), the Company or the Company's successor-in-interest, as applicable, shall pay Executive a lump sum in cash, within thirty (30) days after the date of termination, equal to Executive's total gross salary (not including bonus) for the twelve (12)-month period preceding the date of termination plus one-twelfth ( ¹ / 12 ) of the foregoing amount for each full year of employment of Executive by the Company (provided that such additional amount shall not exceed six-twelfths (6/12s) of the foregoing amount), plus all unreimbursed expenses incurred by Executive; and

        (B)  Notwithstanding anything to the contrary in Section 5 of Executive's Nonqualified Stock Option Agreement with the Company dated as of January 3, 2000, as amended, Nonqualified Stock Option Agreement with the Company dated as of May 2, 2002, Nonqualified Stock Option Agreement with the Company dated as of August 7, 2003 and Incentive Stock Option Agreement with the Company dated as of May 14, 2004, and notwithstanding anything to the contrary in any Incentive Stock Option Agreement or Nonqualified Stock Option Agreement with the Company executed hereafter that grants incentive or nonqualified stock options to Executive, each as may be amended from time to time, any unexercised portion of the Options (as defined therein) shall automatically and without notice terminate and become null and void on the date that is the earlier of (I) three (3) years following the date on which Executive's employment with the

Company or a successor-in-interest of the Company is terminated or (II) the date set forth in Section 5(f) of the applicable Stock Option Agreement.

        If Executive is terminated without Cause, whether or not prior to or following a Change of Control, all health, life insurance, long term disability, dental, and medical program benefits to which Executive is then entitled and in which Executive is enrolled on the date of termination shall continue for one (1) year as if Executive had not been terminated.

        (3)     "Cause" Defined.     As used in this Agreement, termination for "Cause" shall mean termination as a result of:

(i)

Executive's failure to cure any default, breach or failure to perform any of Executive's material obligations under the terms of this Agreement within thirty (30) days' after written notice from the Company describing in detail Executive's default, breach or failure to perform, unless a failure to cure more promptly than such thirty (30)-day period would result in a material adverse effect on the Company, in which case that cure period shall be equal to the time required to avoid a material adverse effect on the Company; or

(ii)

misconduct, including but not limited to dishonesty, insubordination, or other acts on Executive's part materially detrimental to the goodwill of the Company or materially damaging to the Company's relationships with its customers, employees, or others with whom it does business; or

(iii)

acts of moral turpitude which, in the reasonable opinion of the Company's Board of Directors are materially harmful to the business or reputation of the Company; or

(iv)

refusal to obey reasonable and lawful directions of the Company's Chief Executive Officer or the Company's Board of Directors other than as to any issue insignificant to the Company's business.

        b.     Termination by Executive.     

        (1)   Executive may terminate Executive's employment hereunder in the event of "Good Reason" after thirty (30) days' written notice from Executive to the Chief Executive Officer and to the Board of Directors of the Company describing in detail the "Good Reason," if not cured. In the event of any such termination, the Company's obligations to Executive shall be the same as set forth in Section 1.a.(2) above, before or after a Change of Control, as applicable.

        (2)   Executive may resign Executive's employment hereunder other than for breach or failure to perform by the Company at any time by giving thirty (30) days' written notice to the Chief Executive Officer and to the Board of Directors. In the event of any such termination, the Company's sole obligations to Executive shall be for unpaid salary and benefits (then owed or accrued and owed in the future) and reimbursement of expenses through the effective date of termination specified in Executive's notice.

        (3)   For the purposes of this Agreement, "Good Reason" means:

(i)

the assignment to Executive of any duties inconsistent in any material respect (in any respect, whether or not material, following a Change of Control, as defined below) with the duties of Executive as of the date of this Agreement, or any other action by the Company that results in a material diminution (any diminution, whether or not material, following a Change of Control) in Executive's position or authority, duty, titles, responsibilities, or reporting requirements;

(ii)

any relocation of Executive's principal business location to a location other than within 50 miles of its location on the date of this Agreement;

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(iii)

any failure by the Company to comply with and satisfy Section 9 of this Agreement; or

(iv)

following a Change of Control, a termination by Executive for any reason during the thirty (30)-day period immediately following the first anniversary of the Change of Control shall be deemed to be a termination for Good Reason for all purposes of this Agreement.

        c.     Termination by Death or Disability.     In the event of Executive's death or permanent disability during the term of this Agreement, Executive's employment shall terminate on the date of death or date of permanent disability (as determined by the Board of Directors). In the event of such termination, the Company's sole obligations to Executive (or Executive's estate) shall be for unpaid salary and benefits (then owed or accrued and owed in the future) and reimbursement of expenses through the effective date of termination.

        2.     Change of Control.     

        a.     A "Change of Control" shall be deemed to have occurred if (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than any Company employee stock ownership plan or an equivalent retirement plan, becomes the beneficial owner (as such term is used in Section 13(d) of the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding voting securities, (ii) the members of the Board of Directors on the date of this Agreement cease to consist of a majority of Continuing Directors (as defined below), (iii) the consummation of a sale of all or substantially all of the Company's assets or a liquidation (as measured by the fair value of the assets being sold compared to the fair value of all of the Company's assets), or (iv) a merger or other combination occurs such that a majority of the equity securities of the resultant entity after the transaction are not owned by those who owned a majority of the equity securities of the Company prior to the transaction. A "Continuing Director" shall mean a member of the Board of Directors who either (i) is a member of the Board of Directors at the date of this Agreement or (ii) is nominated or appointed to serve as a Director by a majority of the then Continuing Directors.

        b.     If it is determined that any payment or distribution by the Company of benefits provided under this Agreement or any other benefits due upon a Change of Control (the "Change of Control Benefits") would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that would be subject to an excise tax under Section 4999 of the Code (the "Excise Tax") the following provisions s