Alamosa CTO 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 executive office located at 4747 S. Loop 289, Lubbock, Texas 79424 (the "Company"), and DON STULL, an individual residing at Lubbock, 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 Employ ee as Chief Technology Officer. The term of the Employee's employment, pursuant to this Agreement, will commence on October 29, 1998, (the "Commencement Date") and will continue for a period of three (3) years, or the termination of this Agreement, as des c ribed in Section 5 hereof, whichever shall occur first. The Employee hereby accepts such employment, and agrees to devote his full time and effort to the business and affairs of the Company with such duties consistent with the Employee's position as may b e assigned to him from time to time by the Chief Executive Officer or the Chief Operating Officer of the Company.



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 $90,000.00, 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 beyond the term of employment set forth herein, or on the

Employee to remain in the employ of the Company or any of its

subsidiaries, beyond the term of employment set forth herein.



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

quarterly period the Employee is employed by the Company, beginning

January 1, 1999, the Employee is entitled to a Quarterly Bonus of

$7,500.00 for each calender quarter period in which the milestones

(the "Milestones") set forth in the attached Exhibit "A", which is

incorporated by this reference as if copied herein in full, are met

or exceeded. This bonus shall be referred to











as the "Quarterly Bonus". This Quarterly Bonus will be paid within

forty-five (45) days of the end of each calendar quarter. 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 quarterly period in which the Exceptional

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

Employee is entitled to an additional $7,500.00 Bonus. This

additional Bonus shall be referred to as the "Exceptional Quarterly

Bonus". This Exceptional Quarterly Bonus will be paid within

forty-five (45) days of the end of each calendar quarter. If the

Exceptional Milestones are not met, Employer is entitled to a

portion of the Exceptional Bonus, calculated based on the prorata

portion of the Exceptional Milestones met.



(c) EMPLOYEE INCENTIVE OWNERSHIP PLAN. The Employee shall be granted

an Incentive Ownership Plan. This Incentive Ownership Plan shall

consist of an Option granted to the Employee to purchase an interest

in the Company at the price set forth in this Incentive Ownership

Plan. This Option granted to Employee shall be an Option to purchase

Incentive Units in the Company. These Incentive Units shall be

non-voting Class II Membership in the Company, pursuant to Section

3.11(b) of the Regulations of the Company.



The Purchase Price for each category of Incentive Units is set forth

in the attached Exhibit "B", which is incorporated by this reference

as if copied herein in full. This Exhibit "B" also sets forth the

Purchase Price for each category of Incentive Units based upon the

date of the exercise of any of the Options set forth herein.



(1) Incentive Units Granted to Employee. Employee is hereby

granted the following number of Incentive Units in the

following categories, to-wit:



Category Number of Units

-------- ---------------

Series 8 100

Series 15 100

Series 25 100

---

Total Units 300



Each Incentive Unit shall represent an interest in the Company,

which interest shall be calculated as follows:

500 x 100 = % ownership interest in

----------------------------------------

(50,000,000 plus additional capital calls) the Company



The term "additional capital calls" used above means any additional

voluntary capital contributions made, pursuant to Section 2.3 of the

Regulations of the Company.









(2) Vesting of Option. The Option granted to Employee shall vest

over a period beginning eighteen (18) months after the Commencement

Date. On the first day following eighteen (18) months after the

Commencement Date, forty-six percent (46%) of the Option shall be

vested giving the Employee the right to purchase forty-six (46)

Units in each series. For each month of the Employee's continued

employment following the initial eighteen (18) months of the

Employees employment, Employee shall have the right to purchase an

additional three (3) Units in each series. This monthly vesting

shall continue until such time as the Employee has an Option to

purchase a maximum of 100 Units of each series as indicated above.



(3) Purchase Price. The Purchase Price (also referred to as the

"Exercise Price" or the "Strike Price") for each Unit and for each

series of Units, as of the actual date of the exercise of the

Option, shall be as shown on the attached Exhibit "B", which is

incorporated herein by this reference as if copied herein in full.

This Purchase Price as reflected in Exhibit "B" for each Unit

granted to Employee in this Employee Incentive Ownership Plan shall

not change.



(4) Expiration. All Options granted herein shall expire December 31,

2006. If Employee has not exercised all of the Options granted

herein by that date, any unexercised Options at that time will

expire and Employee will have no right to any Options of any type or

kind from and after that date.



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

thirty (30) days notice of Employee's desire to exercise any of the

Employee's vested Options. This notice must be given to the Company

prior to November 1,2006. If the Employee gives such notice, the

Employee must either (1) pay to the Company an amount equal to the

price per Unit as shown in Exhibit "B", times the number of Units,

or (2) the Employee may notify the Company that he wishes to

exercise the Options under the Cashless Exercise Provisions outlined

below. The Employee may exercise the Option granted herein for all

or any part of the Units or series of Units granted to Employee in

this Employee Incentive Ownership Plan. After December 31, 2006,

Employee shall have no further Options of any type or kind. Employee

shall forfeit, waive and release any portion of Employee's Option

for Units not paid for or exercised by Employee by on or before

December 31, 2006. Employee may not exercise Employee's Option prior

to July 1, 2000, and may not exercise Employee's Option after

December 31, 2006. Employee may exercise this Option for all vested

Units of Employee, regardless of whether or not Employee is an

Employee of the Company.



(i) If the Employee wishes to exercise his Options

under the payment provisions, the Employee shall pay

all amounts due and payable to the Company within

sixty (60) days of Employee notifying the Company of

Employee's desire to exercise Employee's vested









(ii) 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 of the Company. 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. This

estimated value for the Company shall be 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



If the second valuation is within ten percent (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 ten percent

(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 ten percent (10%) of one

another, and the third value is not within ten

percent (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 ten

percent (10%) of each other, then the Company Value

will be the average of all three (3) valuations.



(iii) 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 of the Company

represented by the Option, less the Exercise Price of

the Option. The percent interest of the Company

represented by the Option shall be determined as set

forth in Paragraph (1) above. The sum of all such

Option values shall be the Total Option Value.



(iv) In exchange for the Employee's Options, the

Company shall then issue to the Employee, Incentive

Units in the Company equal to the Total Option Value,

divided by the Company Value. These Incentive









Units shall be issued prorata among any Series of

Units to which Employee may be entitled at the time

of Employee's exercise of these Cashless Exercise



(6) Sale of Employer. Upon the sale of the Company or upon the sale

of substantially all of the assets of the Company, all vested Units

of Employee's Option shall be considered to be exercised. In such

event, Employee will receive, as the total proceeds for Employee's

Options granted herein, the difference in the sales price of the

Company, after deducting all debts to be paid by the Company,

computed on a per Unit price or the total sales price for

substantially all of the assets of the Company, after deducting all

debts to be paid by the Company, calculated on a per Unit price,

less the applicable purchase price per Unit, as of the date of the

sale, as shown on the attached Exhibit "B", times the number of

vested units granted to Employee. This difference to be paid to

Employee shall be paid by the Company to Employee within two (2)

weeks of closing the sale. If Employee has purchased any of

Employee's Units prior to such sale, the Employee shall receive that

portion of the sales proceeds attributable to those Units actually

purchased by Employee at the time of the sale, less a prorata

deduction for any debts to be paid by Employer attributable to those

Units. Employee agrees to sign any documents necessary to convey by

closing these Units free and clear of all claims or liens of any

type or kind. If Employee has purchased some Units by the time of

the closing but also is entitled to some additional vested Units

t ...