AGREEMENT AND PLAN OF MERGER Dated as of September 16, 2007 among T-MOBILE USA, INC., TANGO MERGER SUB, INC., and SUNCOM WIRELESS HOLDINGS, INC.Agreement and Plan of Merger • September 19th, 2007 • Suncom Wireless Holdings, Inc. • Radiotelephone communications • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 16, 2007, among SunCom Wireless Holdings, Inc., a Delaware corporation (the “Company”), T-Mobile USA, Inc., a Delaware corporation (“Parent”), and Tango Merger Sub, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) (each a “Party” and, together, the “Parties”).
SunCom Letterhead] September 16, 2007Original Employment Agreement • September 19th, 2007 • Suncom Wireless Holdings, Inc. • Radiotelephone communications
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, a certain Letter Agreement (the “2006 Letter Agreement”) dated September 11, 2006 and a certain Letter Agreement dated January 31, 2007 (the January 2007 Letter Agreement”). The Original Employment Agreement as amended by the First 2005 Letter Agreement, the Second 2005 Letter Agreement, the 2006 Letter Agreement and the January 2007 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.
SunCom Letterhead] September 16, 2007Suncom Wireless Holdings, Inc. • September 19th, 2007 • Radiotelephone communications
You previously entered into an employment agreement with SunCom Wireless Management Company, Inc. (the “Company”) dated as of September 6, 2006 (the “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 Wireless Holdings Inc. (“SunCom”) pursuant to this letter agreement (this “Agreement”) hereby agrees to modify the terms of your Employment Agreement as set forth below:
Operations Management- Puerto Rico] [SunCom Letterhead] September 16, 2007Suncom Wireless Holdings, Inc. • September 19th, 2007 • Radiotelephone communications
As you know, SunCom Wireless Holdings, Inc. (the “Company”) is currently considering strategic alternatives including sale of the business. If the Company sells the business, you will play a role which could impact the success of a sale transaction. For this purpose, this letter agreement (the “Agreement”) sets forth the terms of a sale bonus that the Company will provide to you if you remain actively employed with the Company or its Affiliates through the consummation of the Sale Transaction, as follows:
Operations Management- Domestic] [SunCom Letterhead] September 16, 2007Suncom Wireless Holdings, Inc. • September 19th, 2007 • Radiotelephone communications
As you know, SunCom Wireless Holdings, Inc. (the “Company”) is currently considering strategic alternatives including sale of the business. If the Company sells the business, you will play a role which could impact the success of a sale transaction. For this purpose, this letter agreement (the “Agreement”) sets forth the terms of a sale bonus that the Company will provide to you if you remain actively employed with the Company or its Affiliates through the consummation of the Sale Transaction, as follows:
