Common use of Repurchase Upon Extraordinary Event Clause in Contracts

Repurchase Upon Extraordinary Event. Upon the occurrence of an Extraordinary Event, Executive shall sell to the Company, and the Company shall purchase from Executive, the percentage of his Extraordinary Event Shares set forth opposite the Internal Rate of Return realized by the Cash Equity Investors (as defined by that certain Stockholders' Agreement by and among AT&T Wireless PCS, Inc., the Cash Equity Investors, Management Stockholders and TeleCorp PCS, Inc., dated as of July 17, 1998) as set forth on the chart below in connection with the applicable Extraordinary Event: Internal Rate of Return Realized by Percentage of Extraordinary Cash Equity Investors Event Shares to be Repurchased --------------------- ------------------------------ Less than 30% 100% 30% or more but less than 35% 50% 35% or more 0% For the purpose of this paragraph, the Cash Equity Investors will be deemed to have "realized an Internal Rate of Return" of any percentage specified, as of any date, when (i) the aggregate amount of all distributions actually made in respect of the Cash Equity Investors' Series C Preferred Stock and Common Stock, plus an amount equal to interest thereon at the rate of 10% per annum, compounded annually, from the date each such distribution is made to and including the date of the calculation, plus the aggregate redemption price of all outstanding shares of Series C Preferred Stock then Beneficially Owned by the Cash Equity Investors, plus the product of the Deemed Per Share Value multiplied by the number of shares of all classes of Common Stock then owned by the Cash Equity Investors, is equal to (ii) the aggregate amount of all capital contributions made by the Cash Equity Investors, plus an amount equal to interest thereon at such percentage per annum, compounded annually, from the date each such capital contribution is made to and including such date of calculation. The Grant Shares repurchased pursuant hereto are sometimes referred to, collectively, as the "Repurchased Shares."

Repurchase Upon Extraordinary Event. Upon the occurrence ----------------------------------- of an Extraordinary Event, Executive each Restricted Holder shall sell to the Company, and the Company shall purchase from Executiveeach Restricted Holder, the percentage of his Extraordinary Event Shares set forth opposite the Internal Rate of Return realized by the Cash Equity Investors (as defined by that certain Stockholders' Agreement by and among AT&T Wireless PCS, Inc., the Cash Equity Investors, Management Stockholders and TeleCorp PCS, Inc., dated as of July 17, 1998) as set forth on the chart below in connection with the applicable Extraordinary Event: Internal Rate of Return Realized by Percentage of Extraordinary Cash Equity Investors Event Shares to be Repurchased --------------------- ------------------------------ Less less than 30% 100% 30% or more but less 50% than 35% 50% 35% or more 0% For the purpose of this paragraph, the Cash Equity Investors will be deemed to have "realized an Internal Rate of Return" of any percentage specified, as of any date, when (i) the aggregate amount of all distributions actually made in respect of the Cash Equity Investors' Series C Preferred Stock and Common Stock, plus an amount equal to interest thereon at the rate of 10% per annum, compounded annually, from the date each such distribution is made to and including the date of the calculation, plus the aggregate redemption price of all outstanding shares of Series C Preferred Stock then Beneficially Owned by the Cash Equity Investors, plus the product of the Deemed Per Share Value multiplied by the number of shares of all classes of Common Stock then owned by the Cash Equity Investors, is equal to (ii) the aggregate amount of all capital contributions made by the Cash Equity Investors, plus an amount equal to interest thereon at such percentage per annum, compounded annually, from the date each such capital contribution is made to and including such date of calculation. The Grant Shares repurchased pursuant hereto are sometimes referred to, collectively, as the "Repurchased Shares."

Repurchase Upon Extraordinary Event. Upon the occurrence of an ----------------------------------- Extraordinary Event, Executive each Restricted Holder shall sell to the Company, and the Company shall purchase from Executiveeach Restricted Holder, the percentage of his Extraordinary Event Shares set forth opposite the Internal Rate of Return realized by the Cash Equity Investors (as defined by that certain Stockholders' Agreement by and among AT&T Wireless PCS, Inc., the Cash Equity Investors, Management Stockholders and TeleCorp PCS, Inc., dated as of July 17, 1998) as set forth on the chart below in connection with the applicable Extraordinary Event: Internal Rate of Return Realized by Percentage of Extraordinary Cash Equity Investors Event Shares to be Repurchased --------------------- ------------------------------ Less less than 30% 100% 30% or more but less 50% than 35% 50% 35% or more 0% For the purpose of this paragraph, the Cash Equity Investors will be deemed to have "realized an Internal Rate of Return" of any percentage specified, as of any date, when (i) the aggregate amount of all distributions actually made in respect of the Cash Equity Investors' Series C Preferred Stock and Common Stock, plus an amount equal to interest thereon at the rate of 10% per annum, compounded annually, from the date each such distribution is made to and including the date of the calculation, plus the aggregate redemption price of all outstanding shares of Series C Preferred Stock then Beneficially Owned by the Cash Equity Investors, plus the product of the Deemed Per Share Value multiplied by the number of shares of all classes of Common Stock then owned by the Cash Equity Investors, is equal to (ii) the aggregate amount of all capital contributions made by the Cash Equity Investors, plus an amount equal to interest thereon at such percentage per annum, compounded annually, from the date each such capital contribution is made to and including such date of calculation. The Grant Shares repurchased pursuant hereto are sometimes referred to, collectively, as the "Repurchased Shares."

Repurchase Upon Extraordinary Event. Upon the occurrence of an Extraordinary Event, Executive shall sell to the Company, and the Company shall purchase from Executive, the percentage of his her Extraordinary Event Shares set forth opposite the Internal Rate of Return realized by the Cash Equity Investors (as defined by that certain Stockholders' Agreement by and among AT&T Wireless PCS, Inc., the Cash Equity Investors, Management Stockholders and TeleCorp PCS, Inc., dated as of July 17, 1998) as set forth on the chart below in connection with the applicable Extraordinary Event: Internal Rate of Return Realized by Percentage of Extraordinary Cash Equity Investors Event Shares to be Repurchased --------------------- ------------------------------ Less than 30% 100% 30% or more but less than 35% 50% 35% or more 0% For the purpose of this paragraph, the Cash Equity Investors will be deemed to have "realized an Internal Rate of Return" of any percentage specified, as of any date, when (i) the aggregate amount of all distributions actually made in respect of the Cash Equity Investors' Series C Preferred Stock and Common Stock, plus an amount equal to interest thereon at the rate of 10% per annum, compounded annually, from the date each such distribution is made to and including the date of the calculation, plus the aggregate redemption price of all outstanding shares of Series C Preferred Stock then Beneficially Owned by the Cash Equity Investors, plus the product of the Deemed Per Share Value multiplied by the number of shares of all classes of Common Stock then owned by the Cash Equity Investors, is equal to (ii) the aggregate amount of all capital contributions made by the Cash Equity Investors, plus an amount equal to interest thereon at such percentage per annum, compounded annually, from the date each such capital contribution is made to and including such date of calculation. The Grant Shares repurchased pursuant hereto are sometimes referred to, collectively, as the "Repurchased Shares."