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                                                                   EXHIBIT 10.32

                RETENTION BONUS AND SEVERANCE BENEFITS AGREEMENT

        This Retention Bonus Agreement (this "Agreement") by and between
[__________] ("Executive"), Leap Wireless International, Inc., a Delaware
corporation ("Leap") and Cricket Communications, Inc., a Delaware corporation
("Cricket") (individually, a "Party" and collectively, the "Parties") is made
and entered into as of February 14, 2003 (the "Effective Date") and amends and
replaces in its entirety that certain Retention Bonus Agreement between
Executive and Cricket dated February 4, 2003. Leap and Cricket are hereinafter
collectively referred to as the "Companies."

        WHEREAS, Leap and Executive previously entered into a Change in Control
Agreement, dated [__________], 2001 (the "Change in Control Agreement");

        WHEREAS, Executive was previously employed by Leap;

        WHEREAS, Cricket is an indirect, wholly-owned subsidiary of Leap;

        WHEREAS, Executive's employment has been transferred to Cricket and
Executive is presently employed by Cricket;

        WHEREAS, Executive occupies a key position with Cricket, and Cricket
desires to provide Executive with certain severance benefits and a retention
bonus as an incentive for Executive to remain in the employment of Cricket;

        WHEREAS, Cricket further desires to provide Executive with certain
severance benefits as additional incentives to remain in the employ of Cricket
in the event Cricket files a petition for proceeding under chapter 7 or 11 of
Title 11 of the United States Bankruptcy Code (the "Petition") during the Term
of the Agreement (as defined below) and Section 3 of this Agreement is approved
by the United States Bankruptcy Court in which the Petition is filed (the
"Bankruptcy Court"); and

        WHEREAS, the Parties desire to terminate the Change in Control Agreement
in the event the Petition is filed during the Term of the Agreement and Section
3 of this Agreement is approved by the Bankruptcy Court.

        NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged by each Party hereto,
the Parties hereby agree as follows:

        1. TERM OF AGREEMENT. This Agreement shall commence on the Effective
Date and shall continue in effect through December 31, 2004 (the "Term of the
Agreement").

        2. LUMP-SUM RETENTION BONUS. Executive acknowledges that prior to the
Effective Date but pursuant to this agreement, Cricket has paid Executive a
retention bonus in cash in the amount of $[_____] less applicable tax
withholdings and all other required and authorized deductions and withholdings
(the "Retention Bonus"). Executive further agrees that, in the event Executive
voluntarily terminates employment with Cricket on or before the earlier



<PAGE>

of: (i) the date Cricket files the Petition, or (ii) ninety (90) days from the
Effective Date, Executive shall forfeit Executive's right to the Retention Bonus
under this Section 2 and shall be obligated to repay to Cricket such Retention
Bonus (the "Repayment Obligation"); provided, further, that Executive shall be
entitled to offset the amounts owed under the Repayment Obligation by any
amounts payable to Executive by the Companies in respect of accrued, unpaid
vacation benefits as of the date of such voluntary termination of employment.

        3. SEVERANCE BENEFITS.

        a. Severance Benefits. In the event that, during the period commencing
on the Section 3 Effective Date (as set forth in Section 3(i)) and during the
remaining Term of the Agreement, Executive's employment is terminated by Cricket
other than for Cause (as defined below), or by Executive for Good Reason (as
defined below), Executive shall be entitled to the following:

                (i) Cricket shall pay Executive a lump sum payment in cash (the
        "Severance Payment") equal to: (A) seventy-five percent (75%) of the sum
        of (I) Executive's annual base salary as in effect as of the Date of
        Termination (as defined below), and (II) Executive's targeted annual
        bonus for the fiscal year in which the Date of Termination occurs, less
        (B) the sum of (I) the actual amount, if any, paid to Executive
        post-Petition by the Companies in respect of accrued, unused vacation
        benefits and (II) the aggregate amount of vacation benefits actually
        paid to Executive for post-Petition periods during which Executive was
        on paid vacation.

                (ii) To the extent Executive elects continuation health care
        coverage for Executive and his eligible dependents under Section
        4980B(f) of the Internal Revenue Code of 1986, as amended from time to
        time (the "Code") and Sections 601-608 of the Employee Retirement Income
        Security Act of 1974, as amended ("COBRA Coverage"), Executive shall not
        be required to pay premiums for such COBRA Coverage for the nine month
        period commencing on the Date of Termination (or, if earlier, until
        Executive is eligible for comparable coverage with a subsequent
        employer).

                b. Cause. For purposes of this Section 3, "Cause" shall mean
        termination of Executive's employment by Cricket: (i) upon Executive's
        willful and continued failure substantially to perform Executive's
        duties with Cricket (other than any such failure resulting from
        Executive's incapacity due to physical or mental illness or any such
        actual or anticipated failure after Executive's issuance of a Notice of
        Termination (as defined below) for Good Reason), after a written demand
        for substantial performance is delivered to Executive by the Board of
        Directors of Cricket (the "Cricket Board"), which demand specifically
        identifies the manner in which the Cricket Board believes that Executive
        has not substantially performed such duties, (ii) upon Executive's
        willful and continued failure substantially to follow and comply with
        the specific and lawful directives of the Cricket Board, as reasonably
        determined by the Cricket Board (other than any such failure resulting
        from Executive's incapacity due to physical or mental illness or any
        such actual or anticipated failure after Executive's issuance of a
        Notice of Termination for Good Reason), after a written demand for
        substantial performance is delivered to Executive by the Cricket Board,
        which demand specifically identifies the



                                       2
<PAGE>

        manner in which the Cricket Board believes that Executive has not
        substantially performed such directives, (iii) upon Executive's willful
        commission of an act of fraud or dishonesty resulting in material and
        demonstrable damage to Cricket, or (iv) upon Executive's willful
        engagement in illegal conduct or gross misconduct that is materially and
        demonstrably damaging to Cricket. For purposes of this Section 3(b), no
        act, or failure to act, on Executive's part shall be deemed "willful"
        unless done, or omitted to be done, by Executive not in good faith.
        Notwithstanding the foregoing, Executive's employment shall not be
        deemed terminated for "Cause" pursuant to this Section 3(b) unless and
        until there shall have been delivered to Executive a copy of a
        resolution duly adopted by the affirmative vote of not less than
        two-thirds (2/3) of the entire membership of the Cricket Board at a
        meeting of the Cricket Board (after reasonable notice to Executive, an
        opportunity for Executive, together with Executive's counsel, to be
        heard before the Cricket Board and a reasonable opportunity to cure
        (provided such conduct is capable of being cured)), finding that, in the
        Cricket Board's good faith opinion, Executive has committed the conduct
        set forth above in this Section 3(b) and specifying the particulars
        thereof in reasonable detail.

                c. Good Reason. For purposes of this Section 3, "Good Reason"
        shall mean, without Executive's express written consent, the occurrence
        of any of the following circumstances unless such circumstances are
        cured (provided such circumstances are capable of being cured) prior to
        the Date of Termination specified in the Notice of Termination given in
        respect thereof: (i) the assignment to Executive of any duties
        inconsistent with Executive's position, a significant adverse alteration
        in the nature or status of Executive's responsibilities or the
        conditions of Executive's employment, or any other action that results
        in a material diminution in Executive's position, authority, title,
        duties or responsibilities; (ii) reduction of Executive's annual base
        salary as in effect on the Effective Date or as the same may be
        increased from time to time thereafter; (iii) the relocation of
        Cricket's offices at which Executive is principally employed to a
        location more than thirty (30) miles from such location; (iv) Cricket's
        failure to pay Executive any portion of Executive's current
        compensation; (v) Cricket's failure to continue in effect any material
        compensation or benefit plan in which Executive participates, unless an
        equitable arrangement (embodied in an ongoing substitute or alternative
        plan) has been made with respect to such plan, or Cricket's failure to
        continue Executive's participation therein (or in such substitute or
        alternative plan) on a basis not materially less favorable, both in
        terms of the amount of benefits provided and the level of Executive's
        participation relative to other participants; (vi) Cricket's failure to
        continue to provide Executive with benefits substantially similar in the
        aggregate to those enjoyed by Executive under any of Cricket's life
        insurance, medical, health and accident, disability, pension,
        retirement, or other benefit plans in which Executive or Executive's
        eligible family members were participating immediately prior thereto, or
        the taking of any action by Cricket which would directly or indirectly
        materially reduce any of such benefits; (vii) Cricket's failure to
        obtain a satisfactory agreement from any successor to assume and agree
        to perform this Agreement; or (viii) the continuation or repetition,
        after written notice of objection from Executive, of harassing or
        denigrating treatment of Executive by Cricket inconsistent with
        Executive's position with Cricket. Executive's right to terminate
        employment with Cricket pursuant to this Section 3(c) shall not be
        affected by Executive's incapacity due to physical or



                                       3
<PAGE>

        mental illness. Executive's continued employment with Cricket shall not
        constitute consent to, or a waiver of rights with respect to, any
        circumstance constituting Good Reason hereunder.

                d. Notice of Termination. Any purported termination of
        Executive's employment by Cricket for Cause or by Executive for Good
        Reason shall be communicated by Notice of Termination to the other party
        hereto in accordance with Section 5. "Notice of Termination" shall mean
        a written notice that shall indicate the specific termination provision
        in this Section 3 relied upon and shall set forth in reasonable detail
        the facts and circumstances claimed to provide a basis for the
        termination of employment under the provision so indicated.

                e. Date of Termination. For purposes of this Section 3, "Date of
        Termination" shall mean the date specified in the Notice of Termination
        (which, in the case of a termination by Cricket for Cause shall not be
        less than thirty (30) days after the date such Notice of Termination is
        given, and in the case of a termination by Executive for Good Reason
        shall not be less than fifteen (15) nor more than sixty (60) days after
        the date such Notice of Termination is given).

                f. Gross-Up Payments. In the event that it shall be determined
        under this Section 3(f) that any payment or benefit to Executive or for
        Executive's benefit or on Executive's behalf (whether paid or payable or
        distributed or distributable) pursuant to the terms of this Agreement or
        any other agreement, arrangement or plan with Cricket, or any of its
        direct or indirect, wholly-owned subsidiaries, or any Affiliate (as
        defined below) (including, without limitation, any payment under Section
        3 of this Agreement) (individually, a "Payment" and collectively, the
        "Payments") would be subject to the excise tax imposed by section 4999
        of the Code (the "Excise Tax"), then Executive shall be entitled to
        receive from Cricket one or more additional payments (individually, a
        "Gross-Up Payment" and collectively, the "Gross-Up Payments") in an
        aggregate amount such that the net amount of the Payments and the
        Gross-Up Payments retained by Executive after the payment of all Excise
        Taxes (and any interest or penalties imposed with respect to such Excise
        Taxes) on the Payments and all federal, state and local income tax,
        employment tax and Excise Taxes (including any interest or penalties
        imposed with respect to such taxes) on the Gross-Up Payments provided
        for in this Section 3(f), and taking into account any lost or reduced
        tax deductions on account of the Gross-Up Payments, shall be equal to
        the Payments. For purposes of this Section 3(f), an "Affiliate" shall
        mean any successor to all or substantially all of the business and/or
        assets of Cricket, any person acquiring ownership or effective control
        of Cricket or ownership of a substantial portion of the assets of
        Cricket, or any person whose relationship to Cricket is such as to
        require attribution under Section 318(a) of the Code.

                        (i) All determinations required to be made under this
                Section 3(f), including whether and when any Gross-Up Payment is
                required and the amount of such Gross-Up Payment, and the
                assumptions to be utilized in arriving at such determinations
                shall be made by the Accountants (as defined below) which shall
                provide Executive and Cricket with detailed supporting
                calculations with respect to such Gross-Up Payment within
                fifteen (15) business days of the



                                       4
<PAGE>

                receipt of notice from Executive or Cricket that Executive has
                received or will receive a Payment. For the purposes of this
                Section 3(f), the "Accountants" shall mean Cricket's independent
                certified public accountants. All fees and expenses of the
                Accountants shall be borne solely by Cricket.

                        (ii) For the purposes of determining whether any of the
                Payments will be subject to the Excise Tax and the amount of
                such Excise Tax, such Payments will be treated as "parachute
                payments" within the meaning of section 280G of the Code, and
                all "parachute payments" in excess of the "base amount" (as
                defined under section 280G(b)(3) of the Code) shall be treated
                as subject to the Excise Tax, unless and except to the extent
                that, in the opinion of the Accountants, such Payments (in whole
                or in part) either do not constitute "parachute payments" or
                represent reasonable compensation for services actually rendered
                (within the meaning of section 280G(b)(4) of the Code) in excess
                of the "base amount," or such "parachute payments" are otherwise
                not subject to such Excise Tax.

                        (iii) For purposes of determining the amount of the
                Gross-Up Payment, Executive shall be deemed to pay Federal
                income taxes at the highest applicable marginal rate of Federal
                income taxation for the calendar year in which the Gross-Up
                Payment is to be made and to pay any applicable state and local
                income taxes at the highest applicable marginal rate of taxation
                for the calendar year in which the Gross-Up Payment is to be
                made, net of the maximum reduction in Federal income taxes which
                could be obtained from the deduction of such state or local
                taxes if paid in such year (determined without regard to
                limitations on deductions based upon the amount of Executive's
                adjusted gross income); and to have otherwise allowable
                deductions for Federal, state and local income tax purposes at
                least equal to those disallowed because of the inclusion of the
                Gross-Up Payment in Executive's adjusted gross income. To the
                extent practicable, any Gross-Up Payment with respect to any
                Payment shall be paid by Cricket at the time Executive is
                entitled to receive the Payment and in no event will any
                Gross-Up Payment be paid later than five days after the receipt
                by Executive of the Accountant's determination.

                        (iv) Any determination by the Accountants shall be
                binding upon Cricket and Executive. As a result of uncertainty
                in the application of section 4999 of the Code at the time of
                the initial determination by the Accountants hereunder, it is
                possible that the Gross-Up Payment made will have been an amount
                less than Cricket should have paid pursuant to this Section 3(f)
                (the "Underpayment"). In the event that Cricket exhausts its
                remedies pursuant to Section 3(f)(vi) and Executive is required
                to make a payment of any Excise Tax, the Underpayment shall be
                promptly paid by Cricket to or for Executive's benefit; and

                        (v) Executive shall notify Cricket in writing of any
                claim by the Internal Revenue Service that, if successful, would
                require the payment by Cricket of the Gross-Up Payment. Such
                notification shall be given as soon as



                                       5
<PAGE>

                practicable after Executive is informed in writing of such claim
                and shall apprise Cricket of the nature of such claim and the
                date on which such claim is requested to be paid. Executive
                shall not pay such claim prior to the expiration of the 30-day
                period following the date on which Executive gives such notice
                to Cricket (or such shorter period ending on the date that any
                payment of taxes, interest and/or penalties with respect to such
                claim is due). If Cricket notifies Executive in writing prior to
                the expiration of such period that it desires to contest such
                claim, Executive shall: (A) give Cricket any information
                reasonably requested by Cricket relating to such claim; (B) take
                such action in connection with contesting such claim as Cricket
                shall reasonably request in writing from time to time,
                including, without limitation, accepting legal representation
                with respect to such claim by an attorney reasonably selected by
                Cricket; (C) cooperate with Cricket in good faith in order to
                effectively contest such claim; and (D) permit Cricket to
                participate in any proceedings relating to such claims;
                provided, however, that Cricket shall bear and pay directly all
                costs and expenses (including additional interest and penalties)
                incurred in connection with such contest and shall indemnify
                Executive for and hold Executive harmless from, on an after-tax
                basis, any Excise Tax or income or other taxes (including
                interest and penalties with respect thereto) imposed as a result
                of such representation and payment of all related costs and
                expenses.

                        (vi) Without limiting the foregoing provisions of this
                Section 3(f), Cricket shall control all proceedings taken in
                connection with such contest and, at its sole option, may pursue
                or forgo any and all administrative appeals, proceedings,
                hearings and conferences with the taxing authority in respect of
                such claim and may, at its sole option, either direct Executive
                to pay the tax claimed and sue for a refund or contest the claim
                in any permissible manner, and Executive agrees to prosecute
                such contest to a determination before any administrative
                tribunal, in a court of initial jurisdiction and in one or more
                appellate courts, as Cricket shall determine; provided, however,
                that if Cricket directs Executive to pay such claim and sue for
                a refund, Cricket shall advance the amount of such payment to
                Executive, on an interest-free basis, and shall indemnify
                Executive for and hold Executive harmless from, on an after-tax
                basis, any Excise Tax or income or other taxes (including
                interest or penalties with respect thereto) imposed with respect
                to such advance or with respect to any imputed income with
                respect to such advance (including as a result of any
                forgiveness by Cricket of such advance); provided, further, that
                any extension of the statute of limitations relating to the
                payment of taxes for the taxable year of Executive with respect
                to which such contested amount is claimed to be due is limited
                solely to such contested amount. Furthermore, Cricket's control
                of the contest shall be limited to issues with respect to which
                a Gross-Up Payment would be payable hereunder and Executive
                shall be entitled to settle or contest, as the case may be, any
                other issue raised by the Internal Revenue Service or any other
                taxing authority.



                                       6
<PAGE>

                        (vii) In any situation where under applicable law
                Cricket has the power to indemnify (or advance expenses to)
                Executive in respect of any judgments, fines, settlements, loss,
                cost or expense (including attorneys' fees) of any nature
                related to or arising out of Executive's activities as an agent,
                employee, officer or director of Cricket or in any other
                capacity on behalf of or at the request of Cricket, Cricket
                shall promptly on written request, indemnify (and advance
                expenses to) Executive to the fullest extent permitted by
                applicable law, including but not limited to making such
                findings and determinations and taking any and all such actions
                as Cricket may, under applicable law, be permitted to have the
                discretion to take so as to effectuate such indemnification or
                advancement. Such agreement by Cricket shall not be deemed to
                impair any other obligation of Cricket respecting Executive's
                indemnification otherwise arising out of this or any other
                agreement or promise of Cricket or under any statute.

                g. General Release. In consideration of, and as a condition to
        receiving, the benefits to be provided to Executive under this Section
        3, Executive shall execute and deliver to the Companies the "General
        Release" set forth on Exhibit A hereto on or after the Date of
        Termination and not later than twenty-one (21) days after the Date of
        Termination (or, in the event that the termination of Executive's
        employment with Cricket is in connection with an exit incentive or other
        employment termination program offered to a group or class of employees,
        not later than forty-five (45) days after the Date of Termination (or,
        if later, the date Executive is provided with the information required
        in accordance with Section 3(f) of the General Release)). In the event
        that Executive fails to execute and deliver to the Companies the General
        Release in accordance with this Section 3(g), or Executive revokes the
        General Release in accordance with the terms thereof, Executive shall
        not receive the benefits set forth in this Section 3.

                h. Termination of Change in Control Agreement. In consideration
        of, and as a condition to receiving, the benefits to be provided to
        Executive under this Section 3, the Change in Control Agreement is
        hereby terminated effective as of the Section 3 Effective Date (as set
        forth in Section 3(i) below). From and after the Section 3 Effective
        Date, Executive waives any and all rights, claims, benefits and awards
        under the Change in Control Agreement and releases Leap from any
        liability or obligation for any and all rights, claims, benefits or
        awards due Executive hereunder.

                i. Petition. This Section 3 shall be subject to and shall only
        be effective upon the occurrence of the following conditions: (i) the
        filing of the Petition by Cricket during the Term of the Agreement, and
        (ii) the approval of this Section 3 by the Bankruptcy Court. The date on
        which the Bankruptcy Court approves this Section 3 is the "Section 3
        Effective Date." In the event that the Petition is not filed by Cricket
        at any time during the Term of the Agreement, or this Section 3 is not
        approved by the Bankruptcy Court, this Section 3 shall be null and void
        in its entirety and of no further force or effect and the Change in
        Control Agreement shall remain in full force and effect.

                j. Timing of Payments. The payments provided for in this Section
        3 shall be made not later than the tenth day following the date on which
        the General Release by Executive becomes irrevocable.



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        4. SUCCESSORS; BINDING AGREEMENT. This Agreement shall inure to the
benefit of and shall be binding upon the Companies and their respective
successors and assigns, including any purchaser of all or substantially all of
their respective assets, and shall be binding upon Executive's assigns,
executors, administrators, beneficiaries, or their legal representatives.

        5. NOTICE. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed to the last known mailing address of the respective Party, provided
that all notices to Cricket shall be directed to the attention of the Cricket
Board with a copy to the Secretary of Cricket, and all notices to Leap shall be
directed to the attention of the Board of Directors of Leap with a copy to the
Secretary of Leap, or to such other address as any Party may have furnished to
the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.

        6. NON-COMPETE, CONFIDENTIALITY AND NON-SOLICITATION COVENANTS. In
consideration of the benefits to be provided to Executive under Sections 2 and 3
of this Agreement, and in order to protect the goodwill of Cricket, Executive
hereby agrees to the following covenants.

                a. Non-Compete. For a period of nine (9) months commencing on
        the Date of Termination, Executive shall not, directly or indirectly,
        own, manage, operate, join, control or participate in the ownership,
        management, operation or control of, or be connected as a director,
        officer, employee, partner, consultant or otherwise with, any profit or
        nonprofit business or organization which, directly or indirectly
        competes with, or in any way interferes with, the business of Cricket or
        any of its respective affiliates in any region in which Cricket is then
        operating or has firm plans to operate.

                b. Confidentiality. For the period of three years commencing on
        the Date of Termination, Executive shall not, directly or indirectly,
        disclose or make available to any person, firm, corporation, association
        or other entity for any reason or purpose whatsoever, any Confidential
        Information (as defined below). Executive agrees that, upon termination
        of Executive's employment with Cricket, all Confidential Information in
        Executive's possession that is in writing or other tangible form
        (together with all copies or duplicates thereof, including computer
        files) shall be returned to Cricket and shall not be retained by
        Executive or furnished to any third party, in any form except as
        provided herein; provided, however, that Executive shall not be
        obligated to treat as confidential, or return to Cricket copies of any
        Confidential Information that (i) was publicly known at the time of
        disclosure to Executive, (ii) becomes publicly known or available
        thereafter other than by any means in violation of this Agreement or any
        other duty owed to Cricket by any person or entity, or (iii) is lawfully
        disclosed to Executive by a third party. As used in this Agreement, the
        term "Confidential Information" means: information disclosed to
        Executive or known by Executive as a consequence of or through
        Executive's relationship with Cricket, about the customers, employees,
        business methods, technical operations, public relations methods,
        organization, procedures or finances, including, without limitation,
        information of or relating to customer lists, of Cricket and its
        affiliates.



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<PAGE>

                c. Non-Solicitation. For the period commencing on the Date of
        Termination and terminating on the third anniversary thereof, Executive
        shall not, either on Executive's own account or jointly with or as a
        manager, agent, officer, employee, consultant, partner, joint venture,
        owner or shareholder or otherwise on behalf of any other person, firm or
        corporation, directly or indirectly solicit or attempt to solicit away
        from Cricket, or any of its affiliates, any of its officers or employees
        or offer employment to any person who, on or during the six (6) months
        immediately preceding the date of such solicitation or offer, is or was
        an officer or employee of Cricket, or any of its affiliates; provided,
        however, that a general advertisement to which an employee of Cricket,
        or any of its affiliates, responds shall in no event be deemed to result
        in a breach of this Section 6(c).

                d. Breach of Covenants. In the event that Executive breaches any
        of the provisions of this Section 6, or threatens to do so, in addition
        to and without limiting or waiving any other remedies available to
        Cricket in law or in equity, Cricket shall be entitled to immediate
        injunctive relief in any court having the capacity to grant such relief,
        to restrain such breach or threatened breach and to enforce this Section
        6. Executive acknowledges that it is impossible to measure in money the
        damages that Cricket will sustain in the event that Executive breaches
        or threatens to breach this Section 6 and, in the event that Cricket
        institutes any action or proceeding to enforce this Section 6 seeking
        injunctive relief, Executive hereby waives and agrees not to assert or
        use as a defense a claim or defense that Cricket has an adequate remedy
        at law. Also, in addition to any other remedies available to Cricket in
        law or in equity, in the event that Executive breaches the provisions of
        this Section 6 in any material respect, Executive shall forfeit
        Executive's right to further benefits under Sections 2 and 3 and
        Executive shall be obligated to repay to Cricket the benefits that
        Executive has received under Sections 2 and 3. If a court or arbitrator
        shall hold that the duration, scope or area restriction or other
        provision of this Section 6 is unreasonable under the circumstances now
        or then existing, the Parties hereto agree that the maximum duration,
        scope or area restriction reasonable under the circumstances shall be
        substituted for the stated duration, scope or area restriction.

        7. MISCELLANEOUS. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by Executive and such officer of Cricket and Leap as may be
specifically designated thereby. No waiver by any Party hereto at any time of
any breach by any other Party hereto of or compliance with, any condition or
provision of this Agreement to be performed by such other Party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
any Party which are not expressly set forth in this Agreement. Executive
acknowledges that Executive has consulted with counsel (or has had a reasonable
opportunity to consult with counsel) and is fully aware of Executive's rights
and obligations under this Agreement. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
California without regard to its conflicts of law principles. All references to
sections of any federal, state or local law shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local



                                       9
<PAGE>

law. The Section headings contained in this Agreement are for convenience only,
and shall not affect the interpretation of this Agreement.

        8. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

        9. COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.

        10. ARBITRATION; DISPUTE RESOLUTION, ETC.

                a. Arbitration Procedure. Any disagreement, dispute, controversy
        or claim arising out of or relating to this Agreement or the
        interpretation of this Agreement or any arrangements relating to this
        Agreement or contemplated in this Agreement or the breach, termination
        or invalidity thereof shall be settled by final and binding arbitration
        administered by the American Arbitration Association ("AAA") in San
        Diego, California in accordance with its then existing National Rules
        for the Resolution of Employment Disputes. In the event of such an
        arbitration proceeding, the Parties shall select a mutually acceptable
        neutral arbitrator from among the AAA panel of arbitrators. In the event
        the Parties cannot agree on an arbitrator, the Administrator of AAA will
        appoint an arbitrator. Neither the Parties nor the arbitrator shall
        disclose the existence, content, or results of any arbitration hereunder
        without the prior written consent of all Parties. Except as provided
        herein, the Federal Arbitration Act shall govern the interpretation,
        enforcement and all proceedings. The arbitrator shall apply the
        substantive law (and the law of remedies, if applicable) of the state of
        California, or federal law, or both, as applicable and the arbitrator is
        without jurisdiction to apply any different substantive law. The
        arbitrator shall have the authority to entertain a motion to dismiss
        and/or a motion for summary judgment by any party and shall apply the
        standards governing such motions under the Federal Rules of Civil
        Procedure. The arbitrator shall render an award and a written, reasoned
        opinion in support thereof. Judgment upon the award may be entered in
        any court having jurisdiction thereof. Cricket shall pay all fees and
        expenses of the Arbitrator regardless of the result and shall provide
        all witnesses and evidence reasonably required by Executive to present
        Executive's case. Cricket shall pay to Executive all reasonable
        arbitration expenses and legal fees incurred by Executive as a result of
        a termination of Executive's employment in seeking to obtain or enforce
        any right or benefit provided by this Agreement (whether or not
        Executive is successful in obtaining or enforcing such right or
        benefit). Such payments shall be made within five (5) days after
        Executive's request for payment accompanied with such evidence of fees
        and expenses incurred as Cricket reasonably may require.

                b. Legal Fees. Cricket shall pay to Executive all legal fees and
        expenses incurred by Executive in connection with any Dispute arising
        out of or relating to this Agreement or the interpretation thereof
        (including, without limitation, all such fees and expenses, if any,
        incurred in contesting or disputing any termination of Executive's
        employment or in seeking to obtain or enforce any right or benefit
        provided by this



                                       10
<PAGE>

        Agreement).

        11. AT-WILL EMPLOYMENT. Nothing in the foregoing diminishes or alters
Cricket's policy of at-will employment for all employees, where both Cricket and
Executive may terminate the employment relationship at any time and for any
reason, with or without cause or notice.

        12. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of
the Parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto; and any prior agreement
of the Parties hereto in respect of the subject matter contained herein,
including, without limitation, any prior severance agreements, is hereby
terminated and cancelled.

        IN WITNESS WHEREOF, the Parties have signed their names as of the day
and year first above written.


CRICKET COMMUNICATIONS, INC.

By:
   ---------------------------------

Leonard C. Stephens

Sr. Vice President, Human Resources

LEAP WIRELESS INTERNATIONAL, INC.

By:
   ---------------------------------

Leonard C. Stephens

Sr. Vice President, Human Resources

EXECUTIVE

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

[__________]




                                       11
<PAGE>

                                 GENERAL RELEASE

        1. GENERAL RELEASE OF CLAIMS. In consideration of the benefits under
Section 3 of the Retention Bonus Agreement (the "Agreement"), effective as of
February 14, 2003, by and between Leap Wireless International, Inc. ("Leap"),
Cricket Communications, Inc. ("Cricket") (collectively, the "Companies") and
[__________] ("Employee"), Employee does hereby for himself or herself and his
or her spouse, beneficiaries, heirs, successors and assigns, release, acquit and
forever discharge the Companies and their respective stockholders, officers,
directors, managers, employees, representatives, related entities, successors
and assigns, and all persons acting by, through or in concert with them (the
"Releasees") of and from any and all claims, actions, charges, complaints,
causes of action, rights, demands, debts, damages, or accountings of whatever
nature, except for criminal activity, known or unknown, which Employee may have
against the Releasees based on any actions or events which occurred prior to the
date of this General Release, including, but not limited to, those related to,
or arising from, Employee's employment with the Companies, or the termination
thereof, any claims under Title VII of the Civil Rights Act of 1964, the Federal
Age Discrimination and Employment Act and the California Fair Employment and
Housing Act, but excluding claims under the Agreement (collectively, "Claims").
This General Release shall not, however, constitute a waiver of any of
Employee's rights under the Agreement or under any outstanding stock option
granted to Employee, or under the terms of any employee benefit plan of the
Companies in which Employee is a participant.

        2. RELEASE OF UNKNOWN CLAIMS. In addition, Employee expressly waives all
rights under Section 1542 of the Civil Code of the State of California, which
reads as follows:

        A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT
        KNOW OR SUSPECT TO EXIST IN HIM FAVOR AT THE TIME OF EXECUTING THE
        RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
        SETTLEMENT WITH THE DEBTOR.

        3. OLDER WORKER'S BENEFIT PROTECTION ACT. Employee agrees and expressly
acknowledges that this General Release includes a waiver and release of all
claims which Employee has or may have under the Age Discrimination in Employment
Act of 1967, as amended, 29 U.S.C. Section 621, et seq. ("ADEA"). The following
terms and conditions apply to and are part of the waiver and release of the ADEA
claims under this General Release:

                a. That the Agreement and this General Release are written in a
        manner calculated to be understood by Employee.

                b. The waiver and release of claims under the ADEA contained in
        this General Release do not cover rights or claims that may arise after
        the date on which Employee signs this General Release.

                c. The Agreement provides for consideration in addition to
        anything of value to which Employee is already entitled.



                                      A-1
<PAGE>

                d. Employee is advised to consult an attorney before signing
        this General Release.

                e. Employee is afforded twenty-one (21) days (or, in the event
        that the termination of Employee's employment is in connection with an
        exit incentive or other employment termination program, forty-five (45)
        days) after Employee is provided with this General Release to decide
        whether or not to sign this General Release. If Employee executes this
        General Release prior to the expiration of such period, Employee does so
        voluntarily and after having had the opportunity to consult with an
        attorney.

                f. In the event that the termination of Employee's employment is
        in connection with an exit incentive or other employment termination
        program, Employee is provided with written information, calculated to be
        understood by the average individual eligible to participate, as to:

                        (i) any class, unit, or group of individuals covered by
                such program, any eligibility factors for such program, and any
                time limits applicable to such programs; and

                        (ii) the job titles and ages of all individuals eligible
                or selected for the program, and the ages of all individuals in
                the same job classification or organizational unit who are not
                eligible or not selected for the program.

                g. Employee will have the right to revoke this General Release
        within seven (7) days of signing this General Release. In the event this
        General Release is revoked, this General Release will be null and void
        in its entirety, and Employee will not receive the benefits described in
        Section 3 of the Agreement.

                h. If Employee wishes to revoke the General Release, Employee
        shall deliver written notice stating his intent to revoke this General
        Release to Cricket's President on or before the seventh (7th) day after
        the date hereof.

        4. NO ASSIGNMENT OF CLAIMS. Employee represents and warrants to the
Releasees that there has been no assignment or other transfer of any interest in
any Claim which Employee may have against the Releasees, or any of them, and
Employee agrees to indemnify and hold the Releasees harmless from any liability,
claims, demands, damages, costs, expenses and attorneys' fees incurred as a
result of any person asserting any such assignment or transfer of any rights or
Claims under any such assignment or transfer from such party.

        5. NO SUITS OR ACTIONS. Employee agrees that if he or she hereafter
commences, joins in, or in any manner seeks relief through any suit arising out
of, based upon, or relating to any of the Claims released hereunder, or in any
manner asserts against the Releasees any of the Claims released hereunder, then
he or she will pay to the Releasees against whom such suit or Claim is asserted,
in addition to any other damages caused thereby, all attorneys' fees incurred by
such Releasees in defending or otherwise responding to said suit or Claim.



                                      A-2
<PAGE>

        6. NO ADMISSION. Employee further understands and agrees that neither
the payment of money nor the execution of this Release shall constitute or be
construed as an admission of any liability whatsoever by the Releasees.


                                        EMPLOYEE

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

                                        [____________]


                                        Date:
                                             -----------------------------------



                                      A-3