Exhibit 10.5**EMPLOYMENT AGREEMENT**THIS EMPLOYMENT AGREEMENT (“Agreement”), is made as of the 6th day of June, 2007 by andbetween DOBSON COMMUNICATIONS CORPORATION, an Oklahoma corporation, (the “Company” and as this termis further defined in Section 12(a) below) and THOMAS K. ROBERTS (“Executive”).     IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties herebyagree as follows:     1. Employment. The Company hereby agrees to employ the Executive as Vice Presidentand Chief Marketing Officer of the Company, and Executive hereby accepts employment, on the termsand conditions set forth in this Agreement.     2. Term. The period of employment of Executive by the Company under this Agreement(the “Employment Period”) will commence on the Date of Agreement and continue for a period of two(2) years through the second anniversary of the Date of Agreement (the “Expiration Date”) andsubsequent extension or continuation of employment thereafter, if any. In the absence of writtennotice from either the Executive or the Company at least six months prior to the Expiration Date,the Agreement shall automatically renew for one (1) year beginning on the stated Expiration Date.After the Expiration Date and a one (1) year extension, if applicable, no further automaticextensions shall occur without the written authorization of the Compensation Committee of theCompany’s Board of Directors (“Board”); in the absence of such authorization, employment shallcontinue solely on an at will basis in which the Executive or the Company may terminate theemployment relationship at any time for any reason. The Employment Period may be sooner terminatedunder Section 6 of this Agreement.     3. Position and Duties. Executive will have those powers and duties normallyassociated with the position of Senior Vice President of Sales, will devote substantially all ofExecutive’s working time, attention and energies (other than absences due to illness or vacation)to the performance of Executive’s duties for the Company. Notwithstanding the above, Executivewill be permitted, to the extent such activities do not reasonably interfere with the performanceby Executive of Executive’s duties and responsibilities under this Agreement or violate Sections10(a), (b) or (c) of this Agreement, to (1) manage Executive’s personal, financial and legalaffairs, (ii) serve on civic or charitable boards or committees; and (iii) serve on boards orcommittees of other entities not in conflict or competition with the Company.     4. Place of Performance. Executive acknowledges and agrees that the principal placeof employment of Executive will be the Company’s principal executive offices in Oklahoma City,Oklahoma or in such location where the Executive is regularly employed by the Company on the Dateof Agreement.     5. Compensation and Related Matters.          (a) Base Salary. During the Employment Period, the Company will pay Executive a basesalary at the rate of not less than Two Hundred Thirty-Eight Thousand and
 

 
No/100 Dollars ($238,000.00) per year (“Base Salary”), in approximately equal installments inaccordance with the Company’s customary payroll practices. Executive’s Base Salary may beincreased, but not decreased, pursuant to annual review by the Board. Such increased Base Salarywill then constitute the Base Salary for all purposes of this Agreement.          (b) Annual Incentive Bonus. The Board shall establish bonus target amounts andperformance goals for the Executive during each calendar year of the Employment Period.          (c) Welfare, Pension and Incentive Benefit Plans. During the Employment Period,Executive (and Executive’s spouse and/or dependents to the extent provided in the applicable plansand programs) will be entitled to participate in and be covered under all the welfare benefit plansor programs maintained by the Company for the benefit of its senior executive officers pursuant tothe terms of such plans and programs, including, without limitation, all medical, life,hospitalization, dental, disability, accidental death and dismemberment and travel accidentinsurance plans and programs. In addition, during the Employment Period, Executive will beeligible to participate in all pension, retirement, savings incentive or other stock optionprograms; and other employee benefit plans and programs maintained from time to time by the Companyfor the benefit of its senior executive officers.     6. Termination. Executive’s employment under this Agreement may be terminated duringthe Employment Period under the following circumstances:          (a) Death. Executive’s employment under this Agreement will terminate uponExecutive’s death.          (b) Disability. If, as a result of Executive’s incapacity due to physical or mentalillness, Executive is substantially unable to perform Executive’s duties under this Agreement (withor without reasonable accommodations, as defined under the Americans With Disabilities Act), for anentire period of six (6) consecutive months, and within thirty (30) days after a Notice ofTermination (as defined in Section 7(a)), is given after such six (6) month period, Executive doesnot return to the substantial performance of Executive’s duties on a full- time basis, the Companyhas the right to terminate Executive’s employment under this Agreement for “Disability,” and suchtermination will not be a breach of this Agreement by the Company.          (c) Cause. The Company has the right to terminate Executive’s employment for Cause,and such termination will not be a breach of this Agreement by the Company. “Cause” meanstermination of employment for one of the following reasons: (i) the conviction of the Executive bya federal or state court of competent jurisdiction of a felony which relates to the Executive’semployment the Company; (ii) an act or acts of dishonesty taken by the Executive and intended toresult in substantial personal enrichment of the Executive at the expense of the Company; or,(iii)the Executive’s “willful” failure to follow a direct, reasonable and lawful written directive fromExecutive’s supervisor or the Board, within the reasonable scope of the Executive’s duties, whichfailure is not cured to the satisfaction of the Board within thirty (30) days. Further, forpurposes of this Subsection (c):
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               (1) No act or omission by the Executive shall be deemed “willful” unless done, or omitted bythe Executive in bad faith and without reasonable belief that the Executive’s action or omissionwas in the best interest of the Company.               (2) The Executive shall not be deemed to have been terminated for Cause unless and until theCompany delivers to the Executive a copy of the resolution duly adopted by the affirmative vote ofnot less than three-fourths (3/4ths) of the entire membership of the Board, at a meeting of theBoard, called and held for such purpose (after reasonable notice to the Executive and anopportunity for the Executive, together with the Executive’s counsel, to be heard before theBoard), finding that in the good faith opinion of the Board, the Executive was guilty of conductset forth in clauses (i), (ii), or (iii) above and specifying the particulars thereof in detail.          (d) Good Reason. For a period of one (1) year after a Change in Control (as definedin Section 17 herein), Executive may terminate Executive’s employment for “Good Reason” upon theoccurrence, within one (1) year after a Change in Control and without Executive’s written consentof one of the two events set forth below:                    (i) a material change in Executive’s authority, duties or responsibilities; or                    (ii) the Company requiring Executive to be based at any office or location outside of theOklahoma City metropolitan area or outside the metropolitan area where the Executive is regularlyemployed immediately before a Change in Control except for travel reasonably required in theperformance of Executive’s responsibilities; provided, transfer of the Executive from any locationto Oklahoma City, Oklahoma shall not be a violation of this Subsection (d)(ii);Executive shall give Notice of Termination for Good Cause to the Company within seven (7) days ofExecutive’s actual knowledge of such occurrence. Such termination for Good Reason will not be abreach of this Agreement.          (e) Without Cause. The Company has the right to terminate Executive’s employmentunder this Agreement without Cause by providing Executive with a Notice of Termination, and suchtermination will not in and of itself be a breach of this Agreement.          (f) Voluntary Termination. The Executive may voluntarily terminate employment withthe Company at any time, and if such termination is not for Good Reason, then, the Executive shallbe only entitled to compensation and benefits as described in Section 8 (b) hereof.     7. Termination Procedure.          (a) Notice of Termination. Any termination of Executive’s employment by the Companyor by Executive during the Employment Period (other than termination pursuant to Section 6(a)) willbe communicated by written Notice of Termination to the other party in
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accordance with Section 15. For purposes of this Agreement, a “Notice of Termination” means awritten notice which indicates the specific termination provision in this Agreement relied upon andsets forth in reasonable detail the facts and circumstances claimed to provide a basis fortermination of Executive’s employment.          (b) Date of Termination. “Date of Termination” shall mean (i) if Executive’semployment is terminated by Executive’s death, the date of Executive’s death, (ii) if Executive’semployment is terminated due to Disability pursuant to Section 6(b), thirty (30) days after Noticeof Termination (provided that Executive has not returned to the substantial performance ofExecutive’s duties on a full-time basis during such thirty (30) day period), (iii) if Executive’semployment is terminated for Good Reason pursuant to Section 6(d), the date on which Notice ofTermination is given as required in Section 6(d), or (iv) if Executive’s employment is terminatedfor any other reason, the date on which a Notice of Termination is given or any later date (withinthirty (30) days after the giving of such Notice of Termination) set forth in such Notice ofTermination.     8. Compensation Upon Termination or During Disability. In the event of Executive’sdisability or termination of Executive’s employment under this Agreement during the EmploymentPeriod, the Company will provide Executive with the payments and benefits set forth below. TheExecutive agrees that the Company has the right to deduct any amounts owed by the Executive to theCompany for any reason, including, without limitation, due to the Executive’s misappropriation ofCompany funds, from the payments set forth in this Section 8.          (a) Termination By Company without Cause or By Executive for Good Reason. IfExecutive’s employment is terminated by the Company without Cause or by Executive for Good Reason:                    (i) The Company will pay to Executive in a single lump sum payment (A) Executive’s pro rataBase Salary and accrued vacation pay through the Date of Termination, as soon as practicablefollowing the Date of Termination, and (B) the product obtained by multiplying the Executive’sAnnual Compensation by a factor of 1. For purposes of this Agreement, Annual Compensation is thesum of the Executive’s annualized Base Salary and the bonus paid to Executive for the last twelve(12) months before the Date of Termination.                    (ii) The Company 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 oftwelve (12) months following the Date of Termination the medical, hospitalization, and dentalprograms, in which Executive (and Executive’s spouse and/or Executive’s dependents, as applicable)participated immediately prior to the Date of Termination at the level in effect and uponsubstantially the same terms and conditions (including without limitations contributions requiredby Executive for such benefits) as existed immediately prior to the Date of Termination; provided,if the Executive (or Executive’s spouse) is eligible for Medicare of a similar type of governmentmedical benefit, such benefit shall be the primary provider before Company medical benefits areprovided. If Executive (or Executive’s spouse and/or Executive’s dependents) cannot continue toparticipate in the Company programs providing such benefits, the Company shall arrange to provideExecutive (and Executive’s spouse and/or Executive’s dependents, as applicable) with the economicequivalent of such
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benefits which they otherwise would have been entitled to receive under such plans andprograms (“Continued Benefits”). However, if Executive becomes reemployed with another employerand is eligible to receive medical, hospitalization and dental benefits under anotheremployer-provided plan, the medical, hospitalization and dental benefits described herein shall besecondary to those provided under such other plan during the applicable period.                    (iii) The Company will reimburse Executive, pursuant to the Company’s policy, for reasonablebusiness expenses incurred, but not paid, prior to the Date of Termination.                    (iv) Executive shall receive a prorated payment under any annual cash incentive bonus planthen in effect, subject to the terms and conditions set forth below. The Company’s current annualcash incentive bonus plan establishes both subjective and objective performance criteria (and forsome Executives, individual and Company criteria) that must be satisfied for an employee to beeligible for a bonus. In determining whether Executive is entitled to a prorated payment of anannual bonus under this provision, the Company shall: (i) assume that any subjective or individualperformance criteria applicable to the Executive have been 100% satisfied; and (ii) with respect toany objective Company performance criteria applicable to the Executive, compare the actualperformance of the Company for the respective fiscal year through the end of the month prior to theDate of Termination, against the budget targets for those objective Company performance criterialevels for such period. The performance criteria will then be evaluated under the terms of theannual cash incentive bonus plan. To the extent such criteria are deemed to be satisfied inaccordance with the foregoing, and a bonus would be payable to Executive, such bonus shall beprorated for the respective fiscal year through the Date of Termination. Such prorated bonus, ifany, shall be due and payable within ten (10) days of the Date of Termination.                    (v) Executive will be entitled to any other rights, compensation and/or benefits as may be dueto Executive following such termination to which Executive is otherwise entitled in accordance withthe terms and provisions of any plans or programs of the Company.          (b) Cause or By Executive Without Good Reason. If Executive’s employment isterminated by the Company for Cause or by Executive without Good Reason,                    (i) the Company will pay Executive Executive’s pro rata Base Salary and Executive’s accruedvacation pay (to the extent required by law or the Company’s vacation policy) through the Date ofTermination, as soon as practicable following the Date of Termination;                    (ii) the Company will reimburse Executive, pursuant to the Company’s policy for reasonablebusiness expenses incurred, but not paid, prior to the Date of Termination, unless such terminationresulted from a misappropriation of Company funds; and                    (iii) Executive will be entitled to any other rights, compensation and/or benefits as may bedue to Executive following termination to which Executive is otherwise entitled in accordance withthe terms and provisions of any plans or programs of the Company.
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          (c) Disability. During any period that Executive fails to perform Executive’s dutiesunder this Agreement as a result of incapacity due to physical or mental illness (“DisabilityPeriod”), Executive will continue to receive Executive’s full Base Salary set forth in Section 5(a)until Executive’s employment is terminated pursuant to Section 6(b). In the event Executive’semployment is terminated for Disability pursuant to Section 6(b):                    (i) the Company will pay to Executive (A) Executive’s pro rata Base Salary and accruedvacation pay through the Date of Termination, as soon as practicable following the Date ofTermination, and (B) provide Executive with disability benefits pursuant to the terms of theCompany’s disability programs and/or practices;                    (ii) the Company will reimburse Executive, pursuant to the Company’s policy, for reasonablebusiness expenses incurred, but not paid, prior to the Date of Termination; and                    (iii) Executive will 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.          (d) Death. If Executive’s employment is terminated by Executive’s death the Companywill pay in a lump sum to Executive’s beneficiary, legal representatives or estate, as the case maybe, Executive’s pro rata Base Salary, accrued vacation and reimbursed business expenses and amountsdue under any plans, programs or arrangements of the Company through the Date of Termination.     9. 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.     10. Confidential Information, Ownership of Documents.          (a) Confidential Information. Executive will hold in a fiduciary capacity for thebenefit of the Company all trade secrets and confidential information, knowledge or data relatingto the Company and its businesses and investments and its Affiliates, obtained by Executive duringExecutive’s employment by the Company and which is not generally available public knowledge (otherthan by acts by Executive in violation of this Agreement).          (b) Removal of Documents; Rights to Products; Other Property. All records, files,drawings/documents, models, equipment, and the like relating to the Company’s business and itsaffiliates, which Executive has control over may not be removed from the Company’s premises withoutits written consent, unless removal is in the furtherance of the Company’s business or is inconnection with Executive’s carrying out Executive’s duties under this Agreement and, if soremoved, shall be returned to the Company promptly after termination of Executive’s employmentunder this Agreement.
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          (c) Nonsolicitation. Executive agrees that if Executive is entitled to payment fromthe Company calculated under the provisions of Subsection 8(a), Executive will not for the twelvemonth period following the Date of Termination solicit, for Executive’s benefit or the benefit ofanyone else, any current customers or employees of the Company or attempt to induce those customersor employees to cease, as applicable, doing business with or being employed by the Company or itsaffiliates.          (d) Injunctive Relief. In the event of a breach or threatened breach of this Section10, Executive agrees that the Company shall be entitled to injunctive relief in a court ofappropriate jurisdiction to remedy any such breach or threatened breach, Executive acknowledgesthat damages would be inadequate and insufficient.          (e) Continuing Operation. Except as specifically provided in this Section 10, thetermination of Executive’s employment or of this Agreement will have no effect on the continuingoperation of this Section 10.          (f) Additional Related Agreements. Executive agrees to sign and to abide by theprovisions of any additional agreements, policies or requirements of the Company related to thesubject of this Section 10.     11. 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 Company which may arise out of or relate to the Executive’semployment relationship or this Agreement shall be settled by arbitration. This agreement toarbitrate shall survive the termination of this Agreement. Any arbitration shall be in accordancewith the Rules of the American Arbitration Association and undertaken pursuant to the FederalArbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutuallyagree on another location. The decision of the arbitrator(s) will be enforceable in any court ofcompetent jurisdiction. The parties agree that punitive, liquidated or indirect damages shall notbe awarded by the arbitrator(s) unless such damages would have been awarded by a court of competentjurisdiction. Nothing in this agreement to arbitrate, however, shall preclude the Company fromobtaining injunctive relief form a court of competent jurisdiction prohibiting any on-going breachof Executive of this Agreement including, without limitation, violations of Section 10. If anycontest or dispute arises between the Company and Executive regarding any provision of thisAgreement, the Company will reimburse Executive for all legal fees and expenses reasonably incurredby Executive in connection with such contest or dispute. Such reimbursement will be made as soonas practicable following the final, non-appealable resolution of such contest or dispute to theextent the Company receives reasonable written evidence of such fees and expenses.     12. Agreement Binding on Successors.          (a) Company’s Successors. No rights or obligations of the Company under thisAgreement may be assigned or transferred except that the Company will require any successor(whether direct or indirect, by purchase, merger, reorganization, sale, transfer of stock,consolidation or otherwise) to all or substantially all of the business and/or assets of theCompany to expressly assume and agree to perform this Agreement in the same manner and to
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the same extent that the Company would be required to perform it if no succession had takenplace. As used in this Agreement, “Company” means the Company as hereinbefore defined and anysuccessor to its business and/or assets (by merger, purchase or otherwise) which executes anddelivers the agreement provided for in this Section 12 or which otherwise becomes bound by all theterms and provisions of this Agreement by operation of law.          (b) Executive’s Successors. No rights or obligations of Executive under thisAgreement may be assigned or transferred by Executive other than Executive’s rights to payments orbenefits under this Agreement, which may be transferred only by will or the laws of descent anddistribution. Upon Executive’s death, this Agreement and all rights of Executive under thisAgreement shall inure to the benefit of and be enforceable by Executive’s beneficiary orbeneficiaries, personal or legal representatives, or estate, to the extent any such person succeedsto Executive’s interests under this Agreement. Executive will be entitled to select and change abeneficiary or beneficiaries to receive any benefit or compensation payable under this Agreementfollowing Executive’s death by giving the Company written notice thereof in a form acceptable tothe Company. In the event of Executive’s death or a judicial determination of Executive’sincompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to referto Executive’s beneficiary(ies), estate or other legal representative(s). If Executive should diefollowing Executive’s Date of Termination while any amounts would still be payable to Executiveunder this Agreement if Executive had continued to live, all such amounts unless otherwise providedshall be paid in accordance with the terms of this Agreement to such person or persons so appointedin writing by Executive, or otherwise to Executive’s legal representatives or estate.     13. 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 withthe Company) (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 Company’s payment or payments to Executive of an “excess parachute payment”within the meaning of Code Section 280G, then at the Company’s sole option Executive’s totalcompensation and benefits payable under this Agreement (and any other agreement between Executiveand the Company) 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 Company and Executive otherwise agree in writing, any determinationrequired under this Section shall be made in writing by the Company’s independent publicaccountants (the “Accountants”), whose determination shall be conclusive and binding upon theExecutive and the Company 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 Company 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.
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     14. Section 409A Limitations. This Agreement is intended to comply with Section 409Aof the 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 Company and Executive agree that the Company at its sole option shall have the power to adjustthe timing or other details relating to the payments described in this Agreement if the Companydetermines that such adjustments are necessary in order to comply with or become exempt from therequirements of Section 409A. The Company and Executive further acknowledge that if Executive isdetermined to be a “specified employee” as such term is defined in Section 409A upon Executive’sDate of Termination, that certain payments to Executive under this Agreement may be required to bepostponed to comply with Section 409A. Thus, the Company and Executive agree that, in such event,any payments that are so postponed will be paid to Executive on the first day of the calendar monthfollowing the end of the required postponement period.     15. Notice. For the purposes of this Agreement, notices, demands and all othercommunications provided for in this Agreement shall be in writing and shall be deemed to have beenduly given when delivered either personally or by United States certified or registered mail,return receipt requested, postage prepaid, addressed as follows:If to Executive:At Executive’s last known address evidenced on the Company’s payroll records.If to the Company: