Exhibit10.6**CHANGE OF CONTROL AGREEMENT**     THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is made as the 6th day of June,2007, (“Date of Agreement”) between Dobson Communications Corporation, an Oklahoma corporation (the“Company”) and, together with any of its subsidiaries or successors in interest, including asuccessor in a Change in Control (as defined below), (“Employer”), and Trent W. LeForce(“Executive”).     WHEREAS, Executive provides valuable services to the Company;     WHEREAS, the Company recognizes that a Change in Control can create uncertainties forExecutive resulting in the possibility of Executive leaving the employment of the Company orExecutive’s distraction from management duties to the detriment of the Company;     WHEREAS, the Company desires to induce Executive to remain employed at the Company and toeliminate distractions to Executive related to a Change in Control by offering Executive certainseverance payments and benefits as described in this Agreement which the Employer shall provide toExecutive; and     WHEREAS, Executive desires to remain employed by the Company and to avoid distractions which aChange in Control may cause.     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, theCompany and Executive agree as follows:     1. Severance Payment.          (a) If, subject to the conditions set forth in Section 1(b) below, Executive’s employment withthe Employer is terminated under the circumstances contemplated by Section 1(b), Employer shall payExecutive, a single lump sum severance payment equal to .5 times Executive’s Annual Compensation asin effect immediately prior to the Change of Control (the “ Severance Payment”). In addition,Executive shall be paid by Employer for Executive’s pro rata bas annual salary, accrued vacationpay, and any other amount of compensation due Executive through the last day of Executive’semployment with Employer (“Date of Termination”).          (b) Executive shall only be entitled to the Severance Payment or other benefits under thisAgreement if: (i) the Company has undergone a Change in Control prior to the third anniversary ofthe Date of Agreement; (ii) Executive is employed by the Company at the time of the Change inControl; (iii) Executive makes herself immediately available for continued employment by theEmployer; and (iv) (A) the Employer elects not to continue Executive’s employment in connectionwith such Change in Control or (B) prior to the first anniversary of such Change inControl, Executive’s employment with the Employer is terminated by the Employer without Cause. Forthe avoidance of doubt, if Executive’s employment with the Employer terminates under any othercircumstances, including by reason of death, disability, retirement, resignation, or termination bythe Employer for Cause, Executive shall not be entitled to any Severance Payment or other benefitsunder this Agreement whatsoever.
 

 
          (c) The Employer shall pay the Severance Payment to Executive in cash or wire transfer ofimmediately available funds within 30 days of the Date of Termination under the circumstancescontemplated by Section 1(b). If Executive dies after such termination but before the SeverancePayment is paid in full, Employer shall pay the Severance Payment to Executive’s legal heirs orestate. The Severance Payment shall be subject to all required tax withholdings by the Employer.          (d) Upon a termination under the provisions of Section 1(b), Executive shall also receive aprorated payment under any annual cash incentive bonus plan then in effect, subject to the termsand conditions set forth below. The Company’s current annual cash incentive bonus plan establishesboth subjective and objective performance criteria (and for some Executives, individual and Companycriteria) that must be satisfied for an employee to be eligible for a bonus. In determining whetherExecutive is entitled to a prorated payment of an annual bonus under this provision, the Companyshall: (i) assume that any subjective or individual performance criteria applicable to theExecutive have been 100% satisfied; and (ii) with respect to any objective Company performancecriteria applicable to the Executive, compare the actual performance of the Company for therespective fiscal year through the end of the month prior to the Date of Termination, against thebudget targets for those objective Company performance criteria levels for such period. Theperformance criteria will then be evaluated under the terms of the annual cash incentive bonusplan. To the extent such criteria are deemed to be satisfied in accordance with the foregoing, anda bonus would be payable to Executive, such bonus shall be prorated for the respective fiscal yearthrough the Date of Termination. Such prorated bonus, if any, shall be due and payable within ten(10) days of the Date of Termination.          (e) The Employer will maintain in full force and effect, for the continued benefit ofExecutive (and Executive’s spouse and/or Executive’s dependents, as applicable) for a period of six(6) months following the Date of Termination the medical, hospitalization, and dental programs, inwhich Executive (and Executive’s spouse and/or Executive’s dependents, as applicable) participatedimmediately prior to the Date of Termination at the level in effect and upon substantially the sameterms and conditions (including without limitations contributions required by Executive for suchbenefits) as existed immediately prior to the Date of Termination; provided, if the Executive (orExecutive’s spouse) is eligible for Medicare of a similar type of government medical benefit, suchbenefit shall be the primary provider before the Employer’s medical benefits are provided. IfExecutive (or Executive’s spouse and/or Executive’s dependents) cannot continue to participate inthe Employer’s programs providing such benefits, the Employer shall arrange to provide Executive(and Executive’s spouse and/or Executive’s dependents, as applicable) with the economic equivalentof such benefits which they otherwise would have been entitled to receive under such plans andprograms (“Continued Benefits”). However, if Executive becomes reemployed with another employer andis eligible to receive medical, hospitalization and dental benefits under another employer-providedplan, the medical, hospitalization and dental benefits described herein shall be secondary to thoseprovided under such other plan during the applicable period.          (f) The Employer shall reimburse Executive, pursuant to the Employer’s policy, for reasonablebusiness expenses incurred, but not paid, prior to the Date of Termination.
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          (g) Executive shall be entitled to any other rights, compensation and/or benefits as may bedue to Executive following such termination to which Executive is otherwise entitled in accordancewith the terms and provisions of any plans or programs of the Company in effect immediately priorto the Change in Control and/or of the Employer after the Change in Control.     2. No Guarantee of Employment. Executive hereby acknowledges and agrees that nothingin this Agreement constitutes a guarantee or assurance of continued employed with the Company orthe Employer and that Executive’s only rights under this Agreement are to payment of the SeverancePayment, and other listed benefits in accordance with the terms of this Agreement.     3. Certain Definitions. The following capitalized terms used in this Agreement havethe meanings set forth below:          (a) “Annual Compensation” means Executive’s annual base salary as in effectimmediately prior to the Change in Control, plus the amounts paid to Executive as a cash bonusduring the twelve month period immediately prior to the Change of Control.          (b) “Cause” means termination of employment for one of the following reasons: (i) theconviction of the Executive by a federal or state court of competent jurisdiction of a felony whichrelates to the Executive’s employment at the Employer; (ii) an act or acts of dishonesty taken bythe Executive and intended to result in substantial personal enrichment of the Executive at theexpense of the Employer; or (iii) the Executive’s “willful” failure to follow a direct, reasonableand lawful written directive from Executive’s supervisor or the Board of Directors (the “Board”),within the reasonable scope of the Executive’s duties, which failure is not cured to thesatisfaction of the Board within thirty (30) days. Further, for purposes of this Subsection (b):     (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 theExecutive’s action or omission was in the best interest of the Employer.     (2) The Executive shall not be deemed to have been terminated for Cause unlessand until the Employer delivers to the Executive a copy of the resolution dulyadopted by the affirmative vote of not less than three-fourths (3/4ths) of theentire membership of the Board of Directors of the Employer, at a meeting of theBoard of Directors called and held for such purpose (after reasonable notice to theExecutive and an opportunity for the Executive, together with the Executive’scounsel, to be heard before the Board of Directors), finding that in the good faithopinion of the Board of Directors, the Executive was guilty of conduct set forth inclauses (i), (ii), or (iii) above and specifying the particulars thereof in detailand in writing.          (c) Change in Control. A “Change in Control” shall be deemed to have occurred if anyof the conditions set forth below shall have occurred:
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     (1) Dobson CC Limited Partnership, an Oklahoma limited partnership, and itsaffiliates cease to beneficially own at least 35% of the total combined voting powerof all classes of outstanding capital stock of the Company entitled to vote in theelection of the directors of the Company; or     (2) Any “person” or “group” within the meaning of Section 13 (d) or 14 (d)(2)of the Securities Exchange Act of 1934 becomes the ultimate “beneficial owner,” asdefined in Rule 13d-3 under the Exchange Act, of more than 35% of the total combinedvoting power of all classes of outstanding capital stock of the Company entitled tovote in the election of directors of the Company, on a fully diluted basis, and suchbeneficial ownership represents a greater percentage of such total combined votingpower, on a fully diluted basis, than is held by Dobson CC Limited Partnership andits affiliates on such date; or     (3) Individuals who on March 1, 2007 constituted the Board of Directors of theCompany, together with any new directors whose election by the Board of Directors ofthe Company or whose nomination for election by the Company’s stockholders wasapproved by a majority of the members of the Board of Directors of the Company whenin office who either were members of the Board of Directors of the Company on March1, 2007 or whose election or nomination for election was previously approved, ceasefor any reason to constitute a majority of the members of the Company’s Board ofDirectors then in office; or     (4) The sale, lease, transfer, conveyance or other disposition (other than byway of merger or consolidation), in one or a series of related transactions, or allor substantially all of the combined assets of the Company and all of itssubsidiaries, taken as a whole, to any person other than a wholly-owned subsidiaryof the Company or Dobson CC Limited Partnership or any of its affiliates; or     (5) The adoption of a plan of liquidation or dissolution of the Company.Where a Change in Control results from a series of related transactions, the Change in Controlshall be deemed to have occurred on the date of the consummation of the first such transaction.          (d) “Subsidiary” means any corporation or other entity of which the securities orother ownership interests having the voting power to elect a majority of the Board of Directors orother governing body are, at the time of determination, owned by the Employer, directly or throughone or more Subsidiaries.     4. Mitigation. Executive will not be required to mitigate amounts payable under thisAgreement by seeking other employment or otherwise, and there will be no offset against amounts dueExecutive under this Agreement on account of subsequent employment except as specifically providedherein.
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     5. Withholding. All payments hereunder will be subject to any required withholding ofFederal, state and local taxes pursuant to any applicable law or regulation.     6. Section 280G Limitations. In the event that the compensation and other benefitsprovided for in this Agreement (or otherwise payable to Executive under any other agreement withEmployer) (i) constitute “parachute payments” within the meaning of Section 280G of the InternalRevenue Code of 1986, as amended (the “Code”), and (ii) but for the application of this Section,would result in the Employer’s payment or payments to Executive of an “excess parachute payment”within the meaning of Code Section 280G, then at the Employer’s sole option Executive’s totalcompensation and benefits payable under this Agreement (and any other agreement between Executiveand the Employer) may be reduced by the amount necessary to cause the value of all compensation andbenefits payable to Executive to be $1.00 below the amount of payments that would cause any portionof such payments to be classified as an “excess parachute payment” within the meaning of CodeSection 280G. Unless the Employer and Executive otherwise agree in writing, any determinationrequired under this Section shall be made in writing by the Employer’s independent publicaccountants (the “Accountants”), whose determination shall be conclusive and binding upon theExecutive and the Employer for all purposes. For purposes of making the calculations required bythis Section, the Accountants may make reasonable assumptions and approximations concerningapplicable taxes and may rely on reasonable, good faith interpretations concerning the applicationof Code Sections 280G and 4999. The Employer and Executive shall furnish to the Accountants suchinformation and documents as the Accountants may reasonably request in order to make adetermination under this Section. The Employer shall bear all costs the Accountants may reasonablyincur in connection with any calculations contemplated by this Section.     7. Section 409A Limitations. This Agreement is intended to comply with Section 409A ofthe Internal Revenue Code of 1986, as amended, to the extent that section is applicable, and itshall be interpreted in a manner that complies with such section to the fullest extent possible.The Employer and Executive agree that the Employer at its sole option shall have the power toadjust the timing or other details relating to the payments described in this Agreement if theEmployer determines that such adjustments are necessary in order to comply with or become exemptfrom the requirements of Section 409A. The Employer and Executive further acknowledge that ifExecutive is determined to be a “specified employee” as such term is defined in Section 409A uponExecutive’s Date of Termination, that certain payments to Executive under this Agreement may berequired to be postponed to comply with Section 409A. Thus, the Employer and Executive agree that,in such event, any payments that are so postponed will be paid to Executive on the first day of thecalendar month following the end of the required postponement period.     8. Severability. Whenever possible, each provision of this Agreement shall beinterpreted in such manner as to be effective and valid under applicable law, but if any provisionof this Agreement is held to be invalid, illegal or unenforceable in any respect under anyapplicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shallnot affect any other provision or any action in any other jurisdiction, but this Agreement shall bereformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceableprovision had never been contained herein.
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     9. Complete Agreement. Subject to any rights of Executive pursuant to applicable law,applicable benefit plans and stock award agreements, this Agreement embodies the complete agreementand understanding among the parties and supersedes and preempts any prior understandings,agreements or representations by or among the parties, written or oral, which may have related tothe subject matter hereof in any way.     10. No Strict Construction. The language in this Agreement shall be deemed to be thelanguage chosen by the parties hereto to express their mutual intent, and no rule of strictconstruction shall be applied against any party.     11. Counterparts. This Agreement may be executed in separate counterparts, each ofwhich is deemed to be an original and all of which taken together constitute one and the sameagreement.     12. Successors and Assigns. This Agreement is intended to bind and inure to thebenefit of and be enforceable by Executive, the Company and their respective heirs, successors andassigns including without limitation the Employer, except that Executive may not assign Executive’srights or delegate Executive’s duties or obligations hereunder without the prior written consent ofthe Company and/or Employer. The Company shall require Employer to expressly assume and agree toperform this Agreement.     13. Choice of Law. All issues and questions concerning the construction, validity,enforcement and interpretation of this Agreement shall be governed by, and construed in accordancewith, the laws of the State of Oklahoma, without giving effect to any choice of law or conflict oflaw rules or provisions (whether of the State of Oklahoma or any other jurisdiction) that wouldcause the application of the laws of any jurisdiction other than the State of Oklahoma.     14. Arbitration; Legal Fees and Expenses. The parties agree that Executive’semployment and this Agreement relate to interstate commerce, and that any disputes, claims orcontroversies between Executive and the Employer which may arise out of or relate to the Executiveor this Agreement shall be settled by arbitration. This agreement to arbitrate shall survive thetermination of this Agreement. Any arbitration shall be in accordance with the Rules of theAmerican Arbitration Association and undertaken pursuant to the Federal Arbitration Act.Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutually agree on anotherlocation. The decision of the arbitrator(s) will be enforceable in any court of competentjurisdiction. The parties agree that punitive damages shall not be awarded by the arbitrator(s)unless such damages would have been awarded by a court of competent jurisdiction. If any contest ordispute arises between the Employer and Executive regarding any provision of this Agreement, theEmployer shall reimburse Executive for all legal fees and expenses reasonably incurred by Executivein connection with such contest or dispute. Such reimbursement shall be made as soon as practicablefollowing the final, non-appealable resolution of such contest or dispute to the extent theEmployer receives reasonable written evidence of such fees and expenses.
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     15. Amendment and Waiver. The provisions of this Agreement may be amended or waivedwith the prior written consent of the Employer and Executive, and no course of conduct or course ofdealing or failure or delay by any party hereto in enforcing or exercising any of the provisions ofthis Agreement shall affect the validity, binding effect or enforceability of this Agreement or bedeemed to be an implied waiver of any provision of this Agreement.     16. Expiration. This Agreement shall expire on the third anniversary of the Date ofAgreement unless the Company and Executive agree in writing to extend it.     IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the Dateof Agreement.      DOBSON COMMUNICATIONS CORPORATION