January 31, 2007
Exhibit 10.2
[Execution Copy]
January 31, 2007
Xx. Xxxxxxx X. Xxxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
You previously entered into an employment agreement with SunCom Wireless Management Company,
Inc. (f/k/a Triton Management Company, Inc.) (the “Company”) dated as of March 7, 2005 (the
“Original Employment Agreement”) and thereafter amended by a certain Letter Agreement (the “First
2005 Letter Agreement”) dated December 2, 2005, a certain Letter Agreement (the “Second 2005 Letter
Agreement”) dated December 14, 2005, and a certain Letter Agreement (the “2006 Letter Agreement”)
dated September 11, 2006. The Original Employment Agreement as amended by the First 2005 Letter
Agreement, the Second 2005 Letter Agreement and the 2006 Letter Agreement is referred to
collectively herein as the “Existing Employment Agreement”. Except as otherwise defined herein,
all capitalized terms used herein shall have the meaning set forth in the Existing Employment
Agreement.
Each of the Company and SunCom pursuant to this letter agreement (this “Agreement”) hereby
agree to modify the terms of your Existing Employment Agreement as set forth below:
1. Benefits Upon Termination. Notwithstanding Sections 5(b) and 5(c) of the Original
Employment Agreement, Section 7 of the Second 2005 Letter Agreement, Section 1 of the 2006 Letter
Agreement (or any other provision of the Existing Employment Agreement), in the event of a
termination of Executive’s employment at any time following the occurrence of a Triggering Event
(as hereinafter defined) (i) by the Company Without Cause, (ii) by the Company or Executive by
notice of non-renewal pursuant to Section 1 of the Second 2005 Letter Agreement at the conclusion
of the current term (i.e. February 3, 2009), (iii) by Executive by notice of Voluntary Termination
at the conclusion of the current term (i.e. February 3, 2009), (iv) by Executive for Good Reason,
or (v) by reason of Executive’s death or Disability, then Executive shall be entitled (in addition
to any non-cash severance-related benefits, payments or compensation provided for in the Existing
Employment Agreement) to:
(a) a severance benefit in the amount of the product resulting from multiplying Executive’s
Base Salary on the date of such termination by two (2);
(b) an annual bonus for the calendar year during which such termination occurs (without regard
to the date during such year that such termination occurs) in the amount of the product resulting
from multiplying Executive’s full target annual bonus by two (2), which bonus shall be calculated
(i) in accordance with Section 4 of the Second 2005 Letter Agreement and (ii) as if Executive had
achieved one hundred percent (100%) of his bonus-based goals for such calendar year; and
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(c) immediate vesting of all unvested shares of SunCom owned by Executive as of the date of
such termination (whether such shares are subject to the Plan or a restricted stock award letter
agreement or comparable agreement).
The benefits described in Sections 1(a) and 1(b) above shall be payable in a single
lump sum as soon as practicable, but in no event more than ten (10) business days, following the
end of the Employment Period; provided that in the event that such benefits constitute “deferred
compensation” payable to a “key employee” of a publicly-traded corporation pursuant to Section 409A
of the Internal Revenue Code of 1986, as amended, such benefits shall not be payable until six (6)
months following Executive’s separation from service and shall not accrue interest during such
6-month period.
In the event of a termination of Executive’s employment under circumstances other than those
described in this Section 1, Executive shall not be entitled to the severance benefits set
forth in this Section 1 but shall continue to be entitled to those benefits upon
termination described in Section 7 of the Second 2005 Letter Agreement and Section 1 of the 2006
Letter Agreement (in addition to any non-termination related benefits, payments or compensation
provided for in the Existing Employment Agreement).
As used herein, the term “Triggering Event” shall mean the earlier to occur of the following
events:
(i) consummation of a proposed transaction involving the exchange of certain of the 9-3/8%
Senior Subordinated Notes due 2011 and 8-3/4% Senior Subordinated Notes due 2011, in each case
issued by SunCom Wireless, Inc., for shares of SunCom’s Class A Common Stock, par value $0.01 per
share (the “Restructuring”); and
(ii) at least two (2) of the following three (3) current members of SunCom’s Board of
Directors (the “Board”) ceasing to be members of the Board for any reason: Xxxxx Xxxxxxxx, Xxxxxxx
XxXxxx and Xxxxxx Xxxxxxxx.
The Company shall deposit the aggregate amount of Executive’s benefits described in
Sections 1(a) and 1(b) into an irrevocable trust with a third party trustee mutually
acceptable to Executive and the Company and pursuant to an irrevocable trust agreement in form and
substance reasonably satisfactory to Executive. Such trust shall be funded upon the earlier to
occur of (A) the business day immediately prior to the targeted closing date of the Restructuring
and (B) the third business day following the occurrence of a Triggering Event described in clause
(ii) above.
Notwithstanding anything to the contrary contained herein, payment to Executive of the
benefits described in this Section 1 shall be contingent upon each of Executive and the
Company executing and delivering to the other a mutual general release of claims in the form
attached hereto as Exhibit A (the “Release”).
2. Sale Transaction Bonus. In the event a Sale Transaction (as hereinafter defined)
is consummated at any time following the occurrence of a Triggering Event, SunCom shall
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establish a
segregated bank account and deposit into such account a cash bonus pool (the “Sale Bonus Pool”), to
be disbursed among Executive, the Company’s Chairman and Chief Executive Officer and the Company’s
Executive Vice President and Chief Financial Officer (collectively, the “Senior Managers”), in the
amount of (i) one-half of one percent (0.5%) of the Sale Proceeds (as hereinafter defined) payable
to SunCom, SunCom’s Affiliates and/or SunCom’s stockholders in such Sale Transaction in excess of
One Billion Seven Hundred Million Dollars ($1,700,000,000) and up to Two Billion Dollars
($2,000,000,000) and (ii) one percent (1.0%) of the Sale Proceeds payable to SunCom, SunCom’s
Affiliates and/or SunCom’s stockholders in such Sale Transaction in excess of Two Billion Dollars
($2,000,000,000). SunCom shall pay to Executive an amount equal to twenty-five percent (25%) of
the aggregate Sale Bonus Pool.
The benefit described in this Section 2 shall be payable in a single lump sum as soon
as practicable, but in no event more than ten (10) business days, following the consummation of the
Sale Transaction; provided in the event that:
(x) any portion of the Sale Proceeds is required by the terms of the Sale Transaction to be
placed into escrow, retained or held back by the buyer, or the payment thereof is otherwise subject
to contingencies based upon the occurrence of future events (“Contingent Sale Proceeds”), SunCom
shall deposit into the segregated account but not disburse to the Senior Managers the portion of
the Sale Bonus Pool attributable to the Contingent Sale Proceeds until such time as, and only to
the extent that, the Contingent Sale Proceeds are released from escrow, no longer retained or held
back by the buyer, or otherwise no longer subject to payment contingencies, as the case may be
(“Released Sale Proceeds”)1; and
(y) the aggregate amount of Sale Proceeds in a Sale Transaction that do not constitute
Contingent Sale Proceeds is insufficient to trigger SunCom’s obligation to establish a Sale Bonus
Pool (e.g. such non-contingent Sale Proceeds do not exceed $1.7 billion), then SunCom shall deposit
into the segregated account but not disburse to the Senior Managers the Sale Bonus Pool
attributable to such Sale Transaction until such time as a sufficient portion of the Contingent
Sale Proceeds become Released Sale Proceeds to render the Sale Transaction eligible for a Sale
Bonus Pool.2
In the event that the benefits described in this Section 2 constitute “deferred
compensation” payable to a “key employee” of a publicly-traded corporation pursuant to Section 409A
of the Internal Revenue Code of 1986, as amended, such benefit shall not be payable until
| 1 | For example, if a Sale Transaction generates total Sale Proceeds of $1.85 billion with a $50 million holdback, SunCom will deposit into the Sale Bonus Pool the amount of $750,000 upon the closing of the Sale Transaction, distribute $500,000 to the Senior Managers immediately, and retain $250,000 pending release of the holdback. If $40 million of the holdback is ultimately paid to SunCom one year later, SunCom will then distribute $200,000 to the Senior Managers and retain the remaining $50,000. | |
| 2 | For example, if a Sale Transaction generates total Sale Proceeds of $1.725 billion with a $50 million holdback, SunCom will deposit into the Sale Bonus Pool the amount of $125,000 upon the closing of the Sale Transaction but retain the entire amount pending release of a sufficient portion of the holdback. If $30 million of the holdback is ultimately paid to SunCom one year later, SunCom will distribute $25,000 to the Senior Managers and retain the remaining $100,000. |
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six (6) months following Executive’s separation from service and shall not accrue interest
during such 6-month period.
Notwithstanding anything to the contrary contained herein, payment to Executive of the
benefits described in this Section 2 shall be contingent upon each of Executive and the
Company executing and delivering the Release.
As used herein:
(A) The term “Sale Transaction” means any transaction or series of transactions whereby
directly or indirectly (I) an acquisition, merger, consolidation, or other business combination
pursuant to which the business or assets of SunCom are, directly or indirectly, combined with a
third party not controlled by SunCom’s current stockholders; (II) the acquisition, directly or
indirectly, by a buyer or buyers (which term shall include a “group” of persons as defined in
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of equity
interests or options, or any combination thereof constituting a majority of the then outstanding
stock of SunCom or possessing a majority of the then outstanding voting power of SunCom (except as
may occur with current stockholders or debtholders as a result of a restructuring, other than a
buyer or buyer directly or indirectly controlled by the current SunCom stockholders); (III) any
other purchase or acquisition, directly or indirectly, by a buyer or buyers directly or indirectly
controlled by the current stockholders; or (IV) the formation of a joint venture or partnership
with SunCom or direct investment in SunCom for the purpose of effect a transfer of a significant
interest in SunCom to a third party.
(B) The term “Sale Proceeds” means (I) the total amount of cash and fair market value (on the
date of payment) of all property paid or payable (including amounts paid in escrow) in connection
with the Sale Transaction (or any related transaction), including amounts paid or payable in
respect of convertible securities, preferred equity securities, warrants, stock appreciation
rights, options or similar rights, whether or not vested, plus (II) in the event of a sale of the
capital stock of SunCom and/or its Affiliates, the principal amount of all indebtedness for
borrowed money or other liabilities of SunCom and/or its Affiliates as set forth on the most recent
balance sheet, or, in the case of a sale of assets, all indebtedness for borrowed money or other
liabilities assumed by the third party. Sale Proceeds shall also include the aggregate amount of
all dividends or other distributions declared by SunCom and/or its Affiliates after the date hereof
other than normal quarterly cash dividends, and, in the case of a sale of assets, the net fair
market value of any current assets not sold by SunCom and/or its Affiliates, less the book value of
the current liabilities not assumed by the applicable buyer. For purposes of calculating Sale
Proceeds, the value of securities, whether debt or equity, that are freely tradeable in an
established public market will be determined on the basis of the average closing price in such
market for the 10 trading days prior to the closing of the Sale Transaction (the “Valuation Date”);
and the value of securities that have no established public market or other property will be the
fair market value of such securities or other property on the Valuation Date. If Sale Proceeds
include any restricted stock (i.e. stock in a public company not freely tradeable), the portion of
the Sale Bonus Pool related thereto shall be calculated by the Board in good faith and paid into
the Sale Bonus Pool upon consummation of the Sale Transaction.
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(C) The term “Affiliate”, as applied to a specified person, is a person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, the person specified.
3. Stock Awards. Executive shall continue to be eligible to receive additional
awards, consistent with SunCom’s and the Company’s past practice, under SunCom’s 1999 Stock and
Incentive Plan (or any successor thereto) (the “Plan”) under the provisions of such Plan as may be
approved by the Compensation Committee of the Board from time to time, but in no event shall
Executive’s awards during 2007 or the years thereafter consist of fewer shares of SunCom stock than
those awards granted to him in 2006.
4. Notice Period for Certain Terminations. Notwithstanding Sections 5(a)(i) and
5(a)(iii) of the Original Employment Agreement (or any other provision of the Existing Employment
Agreement), from and after the date hereof:
(a) The notice required to be given by Executive in the event of a Voluntary Termination shall
be ninety (90) days’ prior written notice to the Company; and
(b) The notice required to be given by the Company in the event of a Without Cause termination
shall be ninety (90) days’ prior written notice to Executive.
5. Contractual Payment Subject to Forfeiture. Notwithstanding Section 3 of the Second
2005 Letter Agreement (or any other provision of the Existing Employment Agreement), from and after
the date hereof the Forfeiture Date applicable to the $275,000 payment described in Section 3 of
the Second 2005 Letter Agreement shall be June 30, 2007.
6. Non-Competition Covenant. Notwithstanding Section 6(a) of the Original Employment
Agreement or Section 9 of the Second 2005 Letter Agreement (or any other provision of the Existing
Employment Agreement), Executive shall not have breached (and shall not be deemed to have breached)
his non-competition obligations to SunCom and its direct and indirect Subsidiaries if following any
termination of his employment with the Company he accepts employment with (or agrees to provide
consulting services as an independent contractor to) any entity engaged in the business of selling
personal communications services or personal communications handsets and accessories (any such
entity, a “New Employer”) so long as:
(a) Executive’s duties and responsibilities for the New Employer are not primarily operational
in nature and the New Employer either (i) provides services throughout the United States or (ii)
does not provide services in the Southeastern region of the United States; or
(b) Executive’s duties and responsibilities for the New Employer are primarily operational in
nature and either (i) the New Employer does not provide services in the Southeastern region of the
United States or (ii) Executive’s duties for the New Employer do not involve the Southeastern
region of the United States.
7. Continuation of Benefits. From and after the date hereof, Section 7(b) of the
Second 2005 Letter Agreement is hereby amended and restated in its entirety to read as follows:
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“continuation of coverage under and participation rights in the
Company’s then existing medical, dental and prescription drug
programs for the 24-month period following the end of the Employment
Period (to the extent such continued coverage is permitted under
applicable law) at the same level of coverage (i.e. single, spousal
or family) applicable to you as of the date of termination and
subject to the same Company and employee contributions for such
coverage in effect as of the date of termination and during such
24-month period for similarly situated employees, in each case, to
the same extent as if you were still employed by the Company during
such period; and”
8. Directors’ and Officers’ and Insurance. Notwithstanding Section 4(e) of the
Original Employment Agreement (or any other provision of the Existing Employment Agreement), from
and after the date hereof the Company and SunCom shall maintain at their expense the directors’ and
officers’ insurance coverage described in the executed term sheet for the Restructuring dated
November 21, 2006 (including the 6-year “tail” coverage related thereto) and Executive in his
capacity as an officer and director of SunCom and its Affiliates shall be entitled to coverage
under such policies to the same extent as any member of the Board.
9. Definition of “Cause”. From and after the date hereof, Section 5(d) of the
Original Employment Agreement is hereby amended and restated in its entirety to read as follows:
“For purposes of this Agreement, ‘Cause’ means only:
(i) Executive’s conviction of a felony (other than felonies related
solely to automobile infractions, unless Executive is incarcerated
as a result thereof); or
(ii) Executive’s willful malfeasance or gross misconduct in
connection with his employment hereunder which has materially
adversely affected SunCom as determined by a majority vote of its
Board of Directors (which majority vote shall require the
affirmative vote of (A) at least one (1) management member of the
Board (other than Executive) and (B) a majority of the independent
members of the Board); or
(iii) a substantial and continual refusal by Executive to perform
the material duties required of him hereunder as determined by a
majority vote of the SunCom Board of Directors (which majority vote
shall require the affirmative vote of (A) at least one (1)
management member of the Board (other than Executive) and (B) a
majority of the independent members of the Board), which refusal is
not cured within 30 days after the date of receipt by Executive from
the SunCom Board of Directors of its written notice
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referring to
this provision and describing such refusal; provided,
however that Executive’s refusal to perform duties that violate any
applicable law or generally accepted business ethics shall not
constitute grounds for a termination for Cause”
10. All Other Provisions Remain Effective. Except as otherwise expressly modified
under this Agreement, all other terms and conditions of the Existing Employment Agreement shall
continue in full force and effect and are hereby ratified and confirmed. In the event of any
inconsistency between the terms of the Existing Employment Agreement and the terms of this
Agreement, the terms of this Agreement shall control. This Agreement may be executed and delivered
in counterparts, each of shall be deemed to be an original, but all of which shall collectively
constitute the same instrument.
Please evidence your acceptance of the foregoing modification to the Existing Employment
Agreement by executing this Agreement where provided below and returning it to SunCom and the
Company, whereupon this Agreement shall constitute the legally valid and binding obligation of the
parties hereto, enforceable against such parties in accordance with its terms, and future
references to your Employment Agreement shall mean the Existing Employment Agreement as amended by
this Agreement.
[Signatures Contained on Next Page]
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Pending execution of this Agreement or in the event you elect not to accept this offer, your
employment shall continue under the terms of the Existing Employment Agreement.
| SunCom Wireless Holdings, Inc. |
||||
| By: | /s/ Xxxxxxx XxXxxx | |||
| Xxxxxxx XxXxxx | ||||
| Chairman, Compensation Committee of Board of Directors | ||||
| SunCom Wireless Management Company, Inc. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Xxxxxxx X. Xxxxxxxx | ||||
| Chairman and Chief Executive Officer | ||||
| Executive |
||||
| /s/ Xxxxxxx X. Xxxxxxxx | ||||
| XXXXXXX X. XXXXXXXX | ||||
EXHIBIT A
Form of Release
MUTUAL RELEASE OF CLAIMS
FOR AND IN CONSIDERATION OF the benefits to be provided to XXXXXXX X. XXXXXXXX, an individual
(“Executive”), in connection with the termination of his employment, as set forth in that certain
Employment Agreement by and among SunCom Wireless Holdings, Inc., a Delaware corporation, and
SunCom Wireless Management Company, Inc., a Delaware corporation (collectively, the “Company”) and
Executive dated as of March 7, 2005, (the “Original Employment Agreement”), and thereafter amended
by certain Letter Agreements dated December 2, 2005(the “First 2005 Letter Agreement”), December
14, 2005 (the “Second 2005 Letter Agreement”), September 11, 2006 (the “2006 Letter Agreement”),
and January 31, 2007 (the “2007 Letter Agreement”) (collectively, the “Employment Agreement”),
which are conditioned upon Executive signing this Release of Claims and to which Executive is not
otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Executive does hereby REMISE, RELEASE, AND FOREVER DISCHARGE the
Company and each of its past or present subsidiaries and affiliates, its and their past or present
officers, directors, stockholders, employees and agents, their respective successors and assigns,
heirs, executors and administrators, the pension and employee benefit plans of the Company, or of
its past or present subsidiaries or affiliates, and the past or present trustees, administrators,
agents, or employees of the pension and employee benefit plans (hereinafter collectively referred
to as the “Company Parties”), acting in any capacity whatsoever, of and from any and all manner of
actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity
(“Claims”), which Executive ever had, now have, or hereafter may have, or which Executive’s
successors, assigns, heirs, executors or administrators hereafter may have (collectively with
Executive, the “Executive Parties”, by reason of any matter, cause or thing whatsoever from the
beginning of Executive’s employment with the Company to the date of this Release of Claims that
arises from, or relates in any way to, Executive’s employment relationship and/or the termination
of Executive’s employment relationship with the Company, including but not limited to, any such
Claims that have been asserted, could have been asserted, or could be asserted now or in the future
under any federal, state or local laws, including any claims under the Pennsylvania Human Relations
Act, 43 PA. C.S.A. §§ 951 et seq., as amended, the Rehabilitation Act of 1973, 29 USC §§ 701 et
seq., as amended, Title VII of the Civil Rights Act of 1964, 42 USC §§ 2000e et seq., as amended,
the Civil Rights Act of 1991, 2 USC §§ 60 et seq., as applicable, the Age Discrimination in
Employment Act of 1967, 29 USC §§ 621 et seq., as amended (“ADEA”), the Americans with Disabilities
Act, 29 USC §§ 706 et seq., and the Employee Retirement Income Security Act of 1974, 29 USC §§ 301
et seq., as amended, any contracts between the Company and Executive and any common law Claims now
or hereafter recognized and all Claims for counsel fees and costs; provided, however, that this
Release of Claims shall not apply to
(a) Any entitlements arising under, or preserved by Sections 5(b) and 5(c) of the Original
Employment Agreement, Sections 5 and 7 of the Second 2005 Letter Agreement,
1
Section 1 of the 2006 Letter Agreement, and Sections 1, 2, 5 and 7 of the 2007 Letter
Agreement;
(b) Claims Executive may have as a holder of securities of the Company so long as Executive is
not the moving, initiating or lead party or that are based on criminal acts by any of the Company
Parties;
(c) Claims by Executive for vested retirement plan benefits under the Company’s tax-qualified
retirement plans;
(d) Claims for benefits under any insured group health plan maintained by the Company,
including any right to continuation coverage under COBRA;
(e) Claims under any liability insurance policy maintained in accordance with Section 8 of the
2007 Letter Agreement; or
(f) Claims by Executive for indemnification under Section 4(d) of the Original Employment
Agreement and/or to the extent that the Company has provided indemnification pursuant to the terms
of its bylaws, a resolution of the board of directors or any directors and officers liability
policy maintained by the Company.
Executive expressly waives all rights afforded by any statute that expressly limits the effect
of a release with respect to unknown claims. Executive acknowledges the significance of this
release of unknown claims and the waiver of statutory protection against a release of unknown
claims which provides that a general release does not extend to claims that the Executive does not
know or suspect to exist in his favor at the time of executing the release, which if known by him
may have materially affected his settlement with the Company.
Executive acknowledges that the restrictive covenants contained in Section 6 of the Original
Employment Agreement (as modified by Section 9 of the Second 2005 Letter Agreement and Section 6 of
the 2007 Letter Agreement) will survive the termination of his employment to the extent set forth
therein. Executive affirms that those restrictive covenants are reasonable and necessary to
protect the legitimate interests of the Company, that he received adequate consideration in
exchange for agreeing to those restrictions and that he will abide by those restrictions.
In signing this Release of Claims, Executive acknowledges his understanding that he may not
sign it prior to the termination of his employment under the Employment Agreement, but that he may
consider the terms of this Release of Claims for up to twenty-one (21) days (or such longer period
as the Company may specify) from the date Executive’s employment with the Company under the
Employment Agreement terminates. Executive also acknowledges that he is advised by the Company
Parties to seek the advice of an attorney prior to signing this Release of Claims; that Executive
has had sufficient time to consider this Release of Claims and to consult with an attorney, if he
wished to do so, or to consult with any other person of his choosing before signing; and that he is
signing this Release of Claims voluntarily and with a full understanding of its terms. Executive
further acknowledge that, in signing this Release of Claims, he has not relied upon any promises or
representations, express or implied, that are not set forth expressly in the Employment Agreement.
Executive understands that he may revoke this Release of Claims
2
at any time within seven (7) days after the date of his signing by written notice to the
Company and that this Release of Claims will take effect only upon the expiration of such seven-day
revocation period and only if Executive has not timely revoked it.
In further consideration of Executive’s execution of this Release of Claims and other
consideration provided to the Company by Executive pursuant to the Employment Agreement, the
Company, on behalf of itself and the other Company Parties, hereby executes this Release of Claims
and does hereby REMISE, RELEASE, AND FOREVER DISCHARGE Executive and the other Executive Parties,
of and from any and all manner of Claims, which the Company Parties, now have, or hereafter may
have, by reason of any matter, cause or thing whatsoever from the beginning of Executive’s
employment with the Company to the date of this Release of Claims that arise from, or relate in any
way to, Executive’s employment relationship with the Company or the termination thereof, including
but not limited to, any such Claims that have been asserted, could have been asserted, or could be
asserted now or in the future under any federal, state or local laws, any such Claims that are
based on contracts between the Company and Executive and any such Claims that are now or hereafter
recognized under the common law and any such claims for counsel fees and costs, but in no event
shall this release apply to any claim based upon any criminal act by Executive or on any act of
Executive wholly outside the scope of his duties and employment.
| SunCom Wireless Holdings, Inc. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| SunCom Wireless Management Company, Inc. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Executive | ||||||
| XXXXXXX X. XXXXXXXX | ||||||
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