CFO 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 4403 Brownfield Highway, Lubbock, Texas 79407 (the "Company"), and KENDALL COWAN, an individual residing at 8402 Vicksburg, 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 Employee as Chief Financial Officer ("CFO"). The term of the Employee's employment, pursuant to this Agreement, will commence on December 1, 1999, (the "Commencement Date") and will continue until November 30, 2004, or the termination of this Agreement as described in Section 6 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 be assigned to him from time to time by the Board of Managers of the Company and/or the Chief Executive Officer ("CEO") of the Company. The CFO shall report to the CEO of the Company. Notwithstanding the foregoing, the Company acknowledges that the Employee has other business interests and ownerships as well as serving on the Boards of Directors of other companies in which the Employee is a stockholder or owner. Subject to the provisions of Sections 8 through 11 hereof, the Company acknowledges and consents to the continuation of these ownerships and relationships, provided they do not interfere with the Employee's duties under this Agreement. 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.



2. COMPENSATION. In consideration of all services rendered by the Employee as CFO 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 $150,000.00, payable periodically

but no less often than semi-monthly, in substantially equal

amounts, in accordance with the



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

Company will review the Employee's base salary at least once

each year and may, in its discretion, increase the Employee's

base salary.



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

Employee shall be eligible to receive a bonus (a "Quarterly

Bonus") for each calendar quarter in an amount, if any,

determined as follows: In each calendar quarter, beginning

with the quarter ending December 31, 1999, Employee's

Quarterly Bonus shall be equal to the sum of (1) plus (2) as

follows:



(1) $18,750.00 multiplied by the

percentage set forth opposite each Expected Milestone

set forth in the attached EXHIBIT "A", incorporated

herein by reference, which is achieved for that

calender quarter.



(2) $18,750.00 multiplied by the percentage set forth

opposite each Exceptional Milestone set forth in

EXHIBIT "A" which is achieved for that calendar



If any particular Expected Milestone or Exceptional Milestone

is not achieved for any calendar quarter, that percentage

share of the dollar amount specified in (1) or (2) above, as

the case may be, shall not be payable as part of the Quarterly

Bonus. The Expected Milestones, Exceptional Milestones and

percentages set forth on EXHIBIT "A" may be changed by the

Company at any time and from time to time, but any such change

shall not apply earlier than the calendar quarter following

the calendar quarter in which such change is made by the

Company and communicated to the Employee.



Any Quarterly Bonus owing to the Employee shall be paid within

forty-five (45) days following the end of the applicable

calendar quarter.



(c) UNIT OPTIONS. If, on June 30, 2000, the Company has not

become a wholly-owned subsidiary of Alamosa PCS Holdings,

Inc., a Delaware corporation ("Holdings"), then on said date

the Company will convert the membership interests in the

Company to forty-eight million five hundred thousand

(48,500,000) membership units, and shall grant to the Employee

options to purchase membership units in the Company as

follows:



(1) Option. An option (the "Option") to purchase one

million four hundred fifty-five thousand (1,455,000)

membership units in the Company at a per unit

purchase price equal to Fifteen Dollars ($15.00),

said Option, subject to Section 7 hereof, to vest and





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exercisable by the Employee in five (5) equal

installments of two hundred ninety-one thousand

(291,000) membership units each on November 30, 2000,

November 30, 2001, November 30, 2002, November 30,

2003, and November 30, 2004, respectively, and

thereafter be exercisable at any time until January

5, 2009, in accordance with the option agreement to

be entered into between the Company and the Employee

as of July 31, 2000, upon terms and conditions

substantially similar to the terms and conditions of

the Nonqualified Stock Option Agreement entered into

by the Employee pursuant to the Alamosa PCS Holdings,

Inc. 1999 Long-Term Incentive Plan.



The Employee will receive no additional compensation for serving the Company in any other capacity.



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 executives 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 benefits are provided to other executives of the Company with comparable responsibilities. The Employee will also be entitled to holidays, sick leave and vacation in accordance with the Company's policies as they may change from time to time, but in no event shall the Employee be entitled to less than four (4) weeks paid vacation per year.



4. ADDITIONAL BENEFITS FOR EMPLOYEE. The Employee is a licensed Certified Public Accountant. The Company acknowledges that it would be in the best interest of the Company for the Employee to maintain such license. As additional benefits to the Employee under this Agreement related to such license, the Company agrees to either pay directly or reimburse the Employee during the term of this Agreement for each of the following:



(a) Continuing Professional Education (CPE). The Employee is

required to maintain CPE classes. The Company will pay or

reimburse the costs of such classes sufficient for Employee to

maintain his license, but such payment shall be limited to the

cost of such classes (i.e. tuition and books) and the direct

costs associated with such classes, such as travel to and from

and housing, including hotel and meals for the Employee only.





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(b) Dues and Licenses. The Company will pay or reimburse the

Employee for all professional dues and licenses attributable

to the Employee's license, including but not limited to the

following:



(1) Texas Society of CPAs;



(2) American Institute of CPAs; and



(3) Annual License Fees, Texas State Board of



5. EXPENSES.



(a) Reimbursement for Expenses. 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, including

reimbursement for miles driven by the Employee in furtherance

of the Company's business ("Business Mileage").



(1) Reimbursement for Business Mileage shall be at

the standard mileage rate allowed by the Internal

Revenue Service ("IRS") for the taxable year and set

forth in the appropriate IRS publication.



(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



(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 by the Internal Revenue Code and the

Regulations thereunder. Employee has been advised to

consult a tax advisor to determine the taxability of

payments under this subsection, and the record

keeping requirements associated with the travel and

expenses associated with such payments.



(b) Expense Allowance. In addition to reimbursed expenses,

Employee is entitled to $600.00 per month as a vehicle



6. TERMINATION. The Employee's employment by the Company: (a) shall terminate upon the Employee's death or disability (as defined below); (b) may be terminated by the Company for any reason other than cause or nonperformance at any





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time; (c) may be terminated by the Company for cause (as defined below) at any time; (d) may be terminated by the Employee, without cause at any time upon forty-five (45) days' prior written notice delivered by the Employee to the Company; (e) may be terminated by the Employee for cause (as defined below) at any time upon forty-five (45) days' prior written notice delivered by the Employee to the Company; and (f) may be terminated by the Company for non-performance by the Employee at any time.



(a) The term "disability" means the determination under the

Company's Long-Term Disability Plan that the Employee is

eligible to receive a disability benefit.



(b) The term "cause" in the event of termination of the

Employee's employment by the Company means (i) any breach of

Sections 8 or 10 of this Agreement by Employee which has a

materially adverse effect on the Company and which is not or

cannot be cured within thirty (30) days after notice from the

CEO or the Board of Managers of the Company thereof; (ii)

commission of any act of fraud, embezzlement or dishonesty by

the Employee that is materially and demonstrably injurious to

the Company; (iii) any act or omission by Employee which

constitutes a uncured default or breach of that certain Sprint

PCS Management Agreement dated July 17, 1998 and as it may be

amended from time to time or any other similar Sprint

Management Agreement to which the Company or any of its

affiliates or subsidiaries may be a party ("the Sprint

Agreement"); or (iv) any other intentional misconduct by the

Employee adversely affecting the business or affairs of the

Company in a material manner. The term "intentional misconduct

by the Employee adversely affecting the business or affairs of

the Company" shall mean such misconduct that is detrimental to

the business or the reputation of the Company as it is

perceived both by the general public and the

telecommunications industry.



(c) The term "cause" in the event of termination of the

Employee's employment by the Employee means (i) a dispute

between the Company and the Employee over accounting issues

provided, however, any such dispute shall not constitute

"cause" if the Company, at its own expense, elects to have a

nationally recognized public accounting firm resolve the

accounting issue dispute and such accounting firm agrees with

the Company's position regarding such accounting issue; (ii)

termination of employment by the Employee at any time more

than six (6) months after the date of termination by the

Company for any reason of the employment of David Sharbutt as

Chief Executive Officer of the Company ("Sharbutt's

Termination"), provided the Employee, within sixty (60) days

of the date of Sharbutt's Termination, notifies the Company in

writing of his intention to terminate employment under this

provision and specifies in such notice his date of employment

termination; (iii) the requirement by the Company of



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the relocation of the Employee from Lubbock, Texas; (iv) the

change in job responsibilities of the Employee resulting in

the demotion of the Employee from the position of CFO, which

demotion is caused by something other than would be cause for

termination of the Employee's employment by the Company for

cause and other than the non-performance of the Employee as

defined later herein; or (v) the failure of the Company to

complete its initial public offering (IPO) on or before

December 31, 2000.



(d) The term "non-performance by the Employee" in the event of

termination of the Employee's employment by the Company means

the determination by a super-majority (greater than 75%) of

the members of the Board of Managers of the Company, in their

sole and absolute discretion, that the Employee is not

performing his duties under this Agreement after the CEO or

the Board of Managers of the Company has delivered to the

Employee written notice which specifically identifies the

manner in which the CEO or the Board believes he is not

performing his duties and which is not or cannot be cured

within 15 days after such written notice is delivered to the



7. CONSEQUENCES OF TERMINATION.



(a) CONSEQUENCES OF TERMINATION ON EMPLOYEE'S DEATH OR

DISABILITY. If the Employee's employment is terminated prior

to November 30,2004, because of the Employee's death or

disability, (i) subject to Section 7(g) hereof, this Agreement

terminates immediately; (ii) Employee or his legal

representative or estate, as the case may be, shall be

eligible to exercise any options granted and vested pursuant

to Section 2(c) hereof at the time of such death or

disability, plus, if such death or disability does not occur

on November 30 of a given year, a fractional portion of those

options which would have vested and become exercisable

pursuant to Section 2(c) hereof on the November 30 immediately

following such death or disability based on a fraction whose

numerator is the number of months (including the month in

which the date of death or disability occurs) since the

previous November 30 and whose denominator is twelve (12), in

accordance with the provisions of Section 2(c) hereof and the

option agreement referred to therein, and any other options

granted to the Employee shall be forfeited; (iii) the Company

will pay the Employee, or his legal representative or estate,

as the case may be, in full satisfaction of all of its

compensation (base salary and bonus) obligations under this

Agreement, an amount equal to the sum of any base salary due

to the Employee through the last day of employment, plus any

accrued bonus to which the Employee may have been entitled on

the last day of employment, but had not yet been received; and

(iv) the Employee's benefits and rights under any Benefit Plan

shall be paid, retained or





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forfeited in accordance with the terms of such plan; provided,

however, that Employer shall have no obligation to make any

payments toward these benefits for Employee from and after



(b) CONSEQUENCES OF TERMINATION BY THE COMPANY FOR ANY REASON

OTHER THAN FOR CAUSE OR FOR NON-PERFORMANCE OF EMPLOYEE.



(1) If the Employee's employment is terminated by the

Company prior to November 30, 2004, for any reason

other than for cause or non-performance of Employee,

(i) subject to Section 7(g) hereof, this Agreement

terminates immediately; (ii) Employee or his legal

representative or estate, as the case may be, shall

be eligible to exercise any options granted but not

exercised pursuant to Section 2(c) hereof, which

options shall be deemed vested as of the date of the

Employee's termination of employment regardless of

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