COO Employment Agreement

EMPLOYMENT AGREEMENT



This Employment Agreement (this "Agreement") is entered into this date by and between ALAMOSA PCS LLC, a Texas Limited Liability Company, having its principal exe cutive office located at 4747 S. Loop 289, Lubbock, Texas 79424 (the "Company"), and JERRY BRANTLEY, an individual residing at San Antonio, Texas (the "Employee").



WITNESSETH:



WHEREAS, the parties are entering into this Agreement to set forth and confirm their respective rights and obligations with respect to the Employee's employment by the Company.



NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:



1. EMPLOYMENT; TERM; DUTIES. The Company hereby employs the Employee as Chief Operating Officer. The term of the Employee's employment, pursuant to this Agreement, will commence on October 1, 1998, (the "Commencement Date") and will continue for a period of three (3) years, or the termination of this Agreement, as described in Section 5 hereof, whichever shall occur first. The Employee hereby accepts such employment, and agrees to devote his full t i me and effort to the business and affairs of the Company with such duties consistent with the Employee's position as may be assigned to him from time to time by the Board of Managers of the Company. The Company may employ a Chief Executive Officer, and, i f so directed by the Board of Managers, Employee shall report to and perform such duties as may be assigned by said Chief Executive Officer.



2. COMPENSATION. In consideration of all services rendered by the Employee during the term of his employment, pursuant to this Agreement, the Company will provide the Employee with the following compensation:



(a) BASE SALARY. The Company will pay the Employee a base salary at the

annual rate of $175,000.00, payable semi-monthly in accordance with the

Company's payroll practices from time to time in effect. The Company

will review the Employee's salary at least once each year and may, in

its discretion, increase the Employee's salary. Notwithstanding anything

to the contrary in this Agreement, nothing in this Agreement shall be

deemed to impose any obligation on the Company or any of its

subsidiaries to continue to employ the Employee, or on the Employee to

remain in the employ of the Company or any of its subsidiaries.



(b) BONUS. In addition to the Employee's base salary, for each quarter

the Employee is employed by the Company, beginning April 1, 1999, the

Employee is entitled to a Quarterly Bonus of $15,000.00 for each

calender quarter in which the milestones (the "Milestones") set forth in

the attached EXHIBIT "A", which is incorporated by this reference as if

copied at length,







are met or exceeded. This Bonus will be paid at the end of each month.

If the Milestones are not met, Employee is entitled to a portion of the

Quarterly Bonus, calculated based on the pro rata portion of the

Milestones met. For each calender quarter in which the Exceptional

Milestones as set forth in Exhibit "A" are met or exceeded, Employee is

entitled to an additional $15,000.00 Quarterly Bonus. The bonuses

provided for in this subsection 2(b) are referred to herein,

individually and collectively, as the "Quarterly Bonus(es)."



(1) In lieu of the Quarterly Bonuses, Employee shall receive a

bonus of $5,000.00 per month (the "Monthly Bonus") for the first

six (6) months of this Agreement. The Monthly Bonus is

nonrefundable, and is not conditioned on meeting or exceeding the



(2) Any Quarterly Bonus after the first six (6) months of this

Agreement to which Employee is entitled to under this subsection

2(b) must be paid in full no later than forty-five (45) days after

the end of the calender quarter for which the Quarterly Bonus was



(c) EMPLOYEE STOCK OPTIONS. The Employee shall be granted stock options

in three series; the 8% Option Series, the 15% Option Series, and the

25% Option Series. Over the term of the agreement each stock option

series shall give the employee the right to purchase a 0.5% interest in

the Company, up to a total of 1.5%, at the Exercise Price at any time

after January 1, 2004 but before its expiration date on January 5, 2008.



(1) Vesting of Options. The options shall vest over three years.

The first options shall vest on the first day following the

one-year anniversary of the Commencement Date. On that day, three

stock options, one from each series, shall be vested giving the

employee the right to purchase 0.16667% of the Company with each

option. For each month of the Employee's continued employment

following the one-year anniversary, an option from each series for

the purchase of 0.013889% of the Company shall vest. This monthly

vesting shall continue until such time as the employee has options

to purchase a maximum of 1.5% of the Company, a 0.5% interest in

the Company through each series.



(2) Calculation of the Exercise Price. The Exercise Price for each

option shall increase monthly by the Monthly compounded rate as

specified for each option. The 8% Option shall have an Exercise

Price that shall increase 8% annually or a Monthly compounded rate

of 0.64340%. The 15% Option shall have an Exercise Price that shall

increase 15% annually or a Monthly compounded rate of 1.17149%. The

25% Option shall have an Exercise Price that shall increase 25%

annually or Monthly compounded rate of 1.8769%.









(i) The Exercise Price for each option shall increase each

month. The Exercise Price shall be calculated each month by

multiplying (i.) the Exercise Price for the previous month,

times (ii.) one plus the Monthly compounded rate. For the

purposes of this calculation, the starting period for the

calculation of the Exercise Price for each option shall be

September 30, 1998, and the initial Exercise Price shall be

the product of the Committed Capital for Alamosa times the

percent interest represented by the Option. Committed Capital

for Alamosa is, initially, $48,500,000 as set forth in EXHIBIT

"A" to the Regulations of Alamosa PC LLC which is incorporated

by this reference as if copied at length. Committed Capital

may increase or decrease, and the Exercise Price shall be

adjusted to reflect any such increases or decreases.



(3) Distributions in Excess of the Distribution of Available Cash.

If during any month, the Company shall make any distributions to

the Members of the Company greater than the distribution of

Available Cash as required by subsection 5.2 of the Regulations of

Alamosa PCS LLC, which is incorporated by this reference as if

copied at length, then the Exercise Price shall be reduced. The

Exercise Price shall be reduced by an amount equal to (i.) the

difference between the actual distribution and the distribution of

Available Cash required by the Regulations, times (ii.) the percent

interest represented by the Option.



(4) Expiration. All Options shall expire January 5, 2008.



(5) Exercise of Options. The Employee must give the Company at

least sixty (60) days notice of his desire to exercise any of his

vested options. The Employee shall have two methods of exercising

his options. First, the Employee may purchase for cash an interest

in the Company by paying the exercise price of the options. This

method may be used to purchase an interest in whole or in part.

Second, the Employee may notify the Company that he wishes to

exercise the options under the Cashless Exercise Provisions

outlined below.



(i) If the Employee wishes to exercise his options under the

Cashless Exercise Provisions, he shall notify the Company in

writing at least sixty (60) days prior to the desired exercise

date. The Cashless exercise date may occur only at the end of

the annual accounting year. Within fifteen (15) days of

receiving notice, the Company shall appoint an independent

appraiser who is an expert in the valuation of wireless

telecommunication businesses to prepare an estimated value for

the Company within forty-five (45) days after his









appointment, the Company Value. Such value shall not include

any provisions for a minority or marketability discount. If

the Employee does not agree with the Company appointed

appraiser's valuation of the business, he may hire, at his own

expense, a second independent appraiser who is an expert in

the valuation of wireless telecommunication businesses to

prepare a second valuation. If the second valuation is within

10% of the valuation prepared by the Company's appointed

appraiser, the Company Value shall be the arithmetic mean of

the two (2) valuations.



If the two (2) valuations are not within 10% of each other,

the Company and Employee will appoint and split the cost of

hiring a third independent appraiser who is an expert in the

valuation of wireless telecommunication businesses to prepare

a third valuation.



If two (2) of the fair market values determined by the

appraisers are within 10% of one another, and the third value

is not within 10% of the other fair market values, then the

Company Value will be the arithmetic mean of the two (2) more

closely aligned fair market values.



If none of the three (3) valuations are within 10% of each

other, then the Company Value will be the average of all three

(3) valuations.



(ii) Using the Company Value estimated above, the value of the

Employee's options shall be calculated. The value of an option

shall be the value of the Company, times the percent interest

represented by the option, less the Exercise Price of the

option, less any unpaid balance of Employee's loan as

described in Paragraph 7(b). The sum of all such option values

shall be the Total Option Value.



(iii) In exchange for the Employee's options, the Company

shall then issue an interest in the Company equal to the Total

Option Value, divided by the Company Value.



(6) Termination of Employment. If the Employee's employment is

terminated prior to September 30, 2001, for any reason, the Company

shall have the absolute right to purchase the Employee's stock options

at the Total Option Value described above, at any time after October 2,



3. EMPLOYEE BENEFITS. The Employee will be entitled to participate in all incentive, retirement, profit-sharing, life, medical, disability and other benefit plans and









programs (collectively "Benefit Plans") as are from time to time generally available to other execut ives of the Company with comparable responsibilities, subject to the provisions of those programs. Without limiting the generality of the foregoing, the Company will provide the Employee with basic health and medical benefits on the terms that such benefi t s are provided to other executives of the Company with comparable responsibilities. The Employee will also be entitled to a minimum of three (3) weeks paid vacation per year. Vacation time must be used during the year in which it accrues. Unused vacation time may not be carried over into the next employment year. Unused vacation time will not be paid to the Employee upon termination of the Employee's employment.



4. REIMBURSEMENT OF EXPENSES.



(a) The Company will promptly reimburse the Employee, in accordance with

the Company's policies and practices in effect from time to time, for

all expenses reasonably incurred by the Employee in performance of the

Employee's duties under this Agreement.



(b) In addition to reimbursed expenses, Employee is entitled to $600.00

per month for a vehicle allowance plus the standard mileage rate allowed

by the Internal Revenue Service, and set forth in a Revenue Procedure

("Rev. Proc.") each year.



(1) In 1998, the standard mileage rate is 32.5(cent) per mile as

set forth in Rev. Proc. 97-58, 1997-52 I.R.B. 24, 12/27/97.



(2) Business mileage does not include commuting from Employee's

residence to the Company's headquarters.



(3) Employee is responsible for proper substantiation and reporting

of business mileage and/or actual expenses.



(4) Employee acknowledges that the payment to him of a monthly

vehicle allowance plus the standard mileage rate may result in

taxable income if the business portion of actual automobile

expenses is less than the total amount paid to employee under this

subsection, or if employee does not maintain the records required

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