CIO Employment Agreement - R. Thomas Morgan

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (" Agreement" ), is made as of the 6 th day of June, 2007 by and between DOBSON COMMUNICATIONS CORPORATION, an Oklahoma corporation, (the " Company" and as this term is further defined in Section 12(a) below) and R. THOMAS MORGAN (" Executive" ). IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties hereby agree as follows: 1. Employment . The Company hereby agrees to employ the Executive as Senior Vice President and Chief Information Officer of the Company, and Executive hereby accepts employment, on the terms and conditions set forth in this Agreement. 2. Term . The period of employment of Executive by the Company under this Agreement (the " Employment Period" ) will commence on the Date of Agreement and continue for a period of two (2) years through the second anniversary of the Date of Agreement (the " Expiration Date" ) and subsequent extension or continuation of employment thereafter, if any. In the absence of written notice from either the Executive or the Company at least six months prior to the Expiration Date, the Agreement shall automatically renew for one (1) year beginning on the stated Expiration Date. After the Expiration Date and a one (1) year extension, if applicable, no further automatic extensions shall occur without the written authorization of the Compensation Committee of the Company' s Board of Directors (" Board" ); in the absence of such authorization, employment shall continue solely on an at will basis in which the Executive or the Company may terminate the employment relationship at any time for any reason. The Employment Period may be sooner terminated under Section 6 of this Agreement. 3. Position and Duties . Executive will have those powers and duties normally associated with the position of Senior Vice President of Sales, will devote substantially all of Executive' s working time, attention and energies (other than absences due to illness or vacation) to the performance of Executive' s duties for the Company. Notwithstanding the above, Executive will be permitted, to the extent such activities do not reasonably interfere with the performance by Executive of Executive' s duties and responsibilities under this Agreement or violate Sections 10(a), (b) or (c) of this Agreement, to (1) manage Executive' s personal, financial and legal affairs, (ii) serve on civic or charitable boards or committees; and (iii) serve on boards or committees of other entities not in conflict or competition with the Company. 4. Place of Performance . Executive acknowledges and agrees that the principal place of employment of Executive will be the Company' s principal executive offices in Oklahoma City, Oklahoma or in such location where the Executive is regularly employed by the Company on the Date of Agreement. 5. Compensation and Related Matters . (a) Base Salary . During the Employment Period, the Company will pay Executive a base salary at the rate of not less than Two Hundred Seventy-Two Thousand and

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No/100 Dollars ($272,000.00) per year (" Base Salary" ), in approximately equal installments in accordance with the Company' s customary payroll practices. Executive' s Base Salary may be increased, but not decreased, pursuant to annual review by the Board. Such increased Base Salary will then constitute the Base Salary for all purposes of this Agreement. (b) Annual Incentive Bonus . The Board shall establish bonus target amounts and performance goals for the Executive during each calendar year of the Employment Period. (c) Welfare, Pension and Incentive Benefit Plans . During the Employment Period, Executive (and Executive' s spouse and/or dependents to the extent provided in the applicable plans and programs) will be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the Company for the benefit of its senior executive officers pursuant to the terms of such plans and programs, including, without limitation, all medical, life, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, Executive will be eligible to participate in all pension, retirement, savings incentive or other stock option programs; and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executive officers. 6. Termination . Executive' s employment under this Agreement may be terminated during the Employment Period under the following circumstances: (a) Death . Executive' s employment under this Agreement will terminate upon Executive' s death. (b) Disability . If, as a result of Executive' s incapacity due to physical or mental illness, Executive is substantially unable to perform Executive' s duties under this Agreement (with or without reasonable accommodations, as defined under the Americans With Disabilities Act), for an entire period of six (6) consecutive months, and within thirty (30) days after a Notice of Termination (as defined in Section 7(a)), is given after such six (6) month period, Executive does not return to the substantial performance of Executive' s duties on a full- time basis, the Company has the right to terminate Executive' s employment under this Agreement for " Disability," and such termination will not be a breach of this Agreement by the Company. (c) Cause . The Company has the right to terminate Executive' s employment for Cause, and such termination will not be a breach of this Agreement by the Company. " Cause" means termination of employment for one of the following reasons: (i) the conviction of the Executive by a federal or state court of competent jurisdiction of a felony which relates to the Executive' s employment the Company; (ii) an act or acts of dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at the expense of the Company; or,(iii) the Executive' s " willful" failure to follow a direct, reasonable and lawful written directive from Executive' s supervisor or the Board, within the reasonable scope of the Executive' s duties, which failure is not cured to the satisfaction of the Board within thirty (30) days. Further, for purposes of this Subsection (c):

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(1) No act or omission by the Executive shall be deemed " willful" unless done, or omitted by the Executive in bad faith and without reasonable belief that the Executive' s action or omission was in the best interest of the Company. (2) The Executive shall not be deemed to have been terminated for Cause unless and until the Company delivers to the Executive a copy of the resolution duly adopted by the affirmative vote of not less than three-fourths (3/4ths) of the entire membership of the Board, at a meeting of the Board, called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive' s counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clauses (i), (ii), or (iii) above and specifying the particulars thereof in detail. (d) Good Reason . For a period of one (1) year after a Change in Control (as defined in Section 17 herein), Executive may terminate Executive' s employment for " Good Reason" upon the occurrence, within one (1) year after a Change in Control and without Executive' s written consent of one of the two events set forth below: (i) a material change in Executive' s authority, duties or responsibilities; or (ii) the Company requiring Executive to be based at any office or location outside of the Oklahoma City metropolitan area or outside the metropolitan area where the Executive is regularly employed immediately before a Change in Control except for travel reasonably required in the performance of Executive' s responsibilities; provided, transfer of the Executive from any location to Oklahoma City, Oklahoma shall not be a violation of this Subsection (d)(ii);Executive shall give Notice of Termination for Good Cause to the Company within seven (7) days of Executive' s actual knowledge of such occurrence. Such termination for Good Reason will not be a breach of this Agreement. (e) Without Cause . The Company has the right to terminate Executive' s employment under this Agreement without Cause by providing Executive with a Notice of Termination, and such termination will not in and of itself be a breach of this Agreement. (f) Voluntary Termination . The Executive may voluntarily terminate employment with the Company at any time, and if such termination is not for Good Reason, then, the Executive shall be only entitled to compensation and benefits as described in Section 8 (b) hereof. 7. Termination Procedure . (a) Notice of Termination . Any termination of Executive' s employment by the Company or by Executive during the Employment Period (other than termination pursuant to Section 6(a)) will be communicated by written Notice of Termination to the other party in

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accordance with Section 15. For purposes of this Agreement, a " Notice of Termination" means a written notice which indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive' s employment. (b) Date of Termination . " Date of Termination" shall mean (i) if Executive' s employment is terminated by Executive' s death, the date of Executive' s death, (ii) if Executive' s employment is terminated due to Disability pursuant to Section 6(b), thirty (30) days after Notice of Termination (provided that Executive has not returned to the substantial performance of Executive' s duties on a full-time basis during such thirty (30) day period), (iii) if Executive' s employment is terminated for Good Reason pursuant to Section 6(d), the date on which Notice of Termination is given as required in Section 6(d), or (iv) if Executive' s employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date (within thirty (30) days after the giving of such Notice of Termination) set forth in such Notice of Termination. 8. Compensation Upon Termination or During Disability . In the event of Executive' s disability or termination of Executive' s employment under this Agreement during the Employment Period, the Company will provide Executive with the payments and benefits set forth below. The Executive agrees that the Company has the right to deduct any amounts owed by the Executive to the Company for any reason, including, without limitation, due to the Executive' s misappropriation of Company funds, from the payments set forth in this Section 8. ...