**EXHIBIT 10.7****AMENDED AND RESTATED SEVERANCE BENEFITS AGREEMENT**               This Amended and Restated Severance Benefits 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 [Insert Date] (the“Effective Date”). Leap and Cricket are hereinafter collectively referred to as the “Companies.”               WHEREAS, Leap, Cricket and Executive entered into a Severance Benefits Agreement, dated as of                   (the “Prior Agreement”); and               WHEREAS, Leap, Cricket and Executive desire to amend and restate the Prior Agreement to revisethe definitions of “Cause” and “Good Reason,” to conform to the requirements of Section 409A of theCode (as defined below) and the Treasury Regulations thereunder, or certain exemptions from Section409A of the Code, and to make additional revisions as set forth herein; and               WHEREAS, Executive is an officer of Leap and Cricket, and is presently employed by Cricket;and               WHEREAS, Cricket desires to provide Executive with certain severance benefits as an incentiveto remain in the employ of Cricket; and               WHEREAS, the Boards of Directors of Leap and Cricket have determined that it is in the bestinterests of Leap and Cricket, respectively, and their stockholders, to enter in this amendment andrestatement of the Prior Agreement.               NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and forother good and valuable consideration, the receipt, adequacy and sufficiency of which are herebyacknowledged by each Party hereto, the Parties hereby agree as follows:          1. **Term of Agreement****.**This Agreement shall commence on the Effective Date and shallcontinue in effect through December 31, 2008; provided, however, that commencing on December 31,2008 and on each December 31 thereafter, the term of this Agreement shall be automatically extendedfor one additional year unless, not later than the immediately preceding January 1, Leap or Cricketshall have given notice to Executive that the term of this Agreement shall not be further extended.[Revise 2008 dates for agreements entered into after December 31, 2008].
 

 
          2. **Severance Benefits****.**          a. Severance Benefits. In the event of the Involuntary Termination (as definedbelow) of Executive during the term of this Agreement, Executive shall be entitled to thefollowing:               (i) Cricket shall pay promptly to Executive, following the date of theInvoluntary Termination, Executive’s accrued, unpaid base salary through the date ofthe Involuntary Termination, and Leap and Cricket, as applicable, shall pay allother amounts to which Executive is then entitled under any compensation or benefitplan of Leap and Cricket in accordance with the terms and conditions of such plans.               (ii) Cricket shall pay to Executive, following the date of the InvoluntaryTermination and in accordance with Section 2(i), a lump sum severance benefit incash (the “Severance Payment”) in the amount set forth on Attachment Ahereto.               (iii) To the extent Executive elects continuation health care coverage forExecutive and his or her eligible dependents under Section 4980B(f) of the InternalRevenue Code of 1986, as amended from time to time (the “Code”) and Sections 601-608of the Employee Retirement Income Security Act of 1974, as amended (“COBRACoverage”), Executive shall not be required to pay premiums for such COBRA Coveragefor the time period set forth on AttachmentA hereto, commencing onthe date of Involuntary Termination (or, if earlier, until Executive is eligible forcomparable coverage with a subsequent employer). b. Cause. For purposes of this Section 2,“Cause” shall mean any one or more of the following occurrences:               (i) Executive’s material breach of any provision of the EmployeeConfidentiality and Invention Assignment Agreement or any other agreement betweenExecutive and Cricket (or any parent or subsidiary of Cricket or any successorthereof), after a written notice from Cricket is delivered to Executive describingExecutive’s breach and Executive is afforded a period of at least thirty (30) daysto correct the breach and fails to do so within such period;               (ii) Executive’s conviction by, or entry of a plea of guilty or nolocontendere in, a court of competent and final jurisdiction for (a) any felony, or(b) other illegal conduct (other than minor traffic violations) that is likely toinflict or has inflicted material injury on the business of Cricket (or any parentor subsidiary of Cricket or any successor thereof);               (iii) Executive’s commission of an act of fraud, embezzlement or dishonesty,whether prior to or subsequent to the date hereof upon Cricket (or any parent orsubsidiary of Cricket or any successor thereof);
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               (iv) Executive’s willful neglect of or willful failure to substantiallyperform (A) Executive’s duties with Cricket (or any parent or subsidiary of Cricketor any successor thereof) or (B) the lawful and reasonable directions of the Boardof Directors of Cricket (or any parent or subsidiary of Cricket or any successorthereof which employs Executive or for which Executive serves as an officer) or ofthe individual to whom Executive reports( other than any such neglect or failureoccurring after Executive’s issuance of a Notice of Termination for Good Reason),after a written notice from Cricket is delivered to Executive describing Executive’sneglect or failure to perform and Executive is afforded a period of at least thirty(30) days to correct the neglect or failure to perform and fails to do so withinsuch period; or               (v) Executive’s gross misconduct affecting or material violation of anyduty of loyalty to Cricket (or any parent or subsidiary of Cricket or any successorthereof).     c. Good Reason. For purposes of this Section 2, “Good Reason” shallmean, without Executive’s express written consent, the occurrence of any of thefollowing circumstances:               (i)  a material diminution in Executive’s authority, duties or responsibilitieswith Cricket (or any parent or subsidiary of Cricket or any successor thereof),including, without limitation, the continuous assignment to Executive of any dutiesmaterially inconsistent with Executive’s position with Cricket (or any parent orsubsidiary of Cricket or any successor thereof), or a material negative change inthe nature or status of Executive’s responsibilities or the conditions ofExecutive’s employment with Cricket (or any parent or subsidiary of Cricket or anysuccessor thereof);               (ii)  a material diminution in Executive’s annualized cash and benefitscompensation opportunity, which shall include Executive’s base compensation,Executive’s annual target bonus opportunity and Executive’s aggregate employeebenefits, as in effect on the Effective Date as the same may be increased from timeto time thereafter;               (iii)  a material change in the geographic location at which Executive mustperform his or her duties (and Cricket and Executive agree that any involuntaryrelocation of Cricket’s offices (or the offices of any parent or subsidiary ofCricket or any successor thereof) at which Executive is principally employed toa location more than sixty (60) miles from such location would constitute a materialchange); or               (iv)  any other action or inaction that constitutes a material breach byCricket (or any parent or subsidiary of Cricket or any successor thereof) of itsobligations to Executive under this Agreement.Executive’s right to terminate employment with Cricket (or any parent or
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subsidiaryof Cricket or any successor thereof) pursuant to this Section 2(c) shall not beaffected by Executive’s incapacity due to physical or mental illness. Executive’scontinued employment with Cricket (or any parent or subsidiary of Cricket or anysuccessor thereof) shall not constitute consent to, or a waiver of rights withrespect to, any circumstance constituting Good Reason hereunder.Executive must provide written notice to Cricket of the occurrence of any of theforegoing events or conditions without Executive’s written consent within ninety(90) days of the initial occurrence of such event or condition. Cricket (or anyparent or subsidiary of Cricket or any successor thereof) shall have a period ofthirty (30) days to cure such event or condition after receipt of written notice ofsuch event or condition from Executive.                         d. Involuntary Termination. For purposes of this Agreement, “InvoluntaryTermination” shall mean (a) Executive’s Separation from Service by reason of a terminationof employment by the Cricket other than for Cause, or (b) Executive’s Separation fromService by reason of resignation of employment with the Cricket for Good Reason.Executive’s Separation from Service by reason of resignation from employment with theCricket for Good Reason shall be treated as involuntary. Executive’s Separation fromService by reason of resignation from employment with Cricket for Good Reason shall be an“Involuntary Termination” only if such Separation from Service occurs within one (1) yearfollowing the initial existence of the event or condition constituting Good Reason.Executive’s Separation from Service by reason of Executive’s death or disability shall notconstitute an Involuntary Termination.                         e. Separation from Service. For purposes of this Agreement, “Separation fromService,” with respect to Executive means Executive’s “separation from service,” as definedin Treasury Regulation Section 1.409A-1(h).                         g. Date of Termination. For purposes of this Agreement, “Date of Termination”shall mean the date of Executive’s Separation from Service.                         h. General Release. In consideration of, and as a condition to receiving, theseverance benefits to be provided to Executive under Sections 2(a)(ii) and (iii), Executiveshall execute and deliver to the Companies the “General Release” set forth on AttachmentB hereto on or after the date of the Involuntary Termination and not later thantwenty-one (21) days after the date of the Involuntary Termination (or, in the event thatthe Involuntary Termination of Executive is in connection with an exit incentive or otheremployment termination program offered to a group or class of employees, not later thanforty-five (45) days after the date of the Involuntary Termination (or, if later, the dateExecutive is provided with the information required in accordance with Section 3(f) of theGeneral Release)). In the event that Executive fails to execute and deliver to theCompanies the General Release in accordance with this Section 2(f) within fifty-five (55)days following the Date of Termination, or Executiverevokes the General Release in accordance with the terms thereof, Executive shall notreceive the severance benefits set forth in Sections 2(a)(ii) and (iii).
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                         i. Timing of Severance Payment. Subject to Section 3(b), the Severance Paymentprovided for in Section 2(a)(ii) shall be made not later than the tenth (10th)day following the date on which the General Release by Executive becomes irrevocable.     3. **Code Section 409A**.                         a. Short-Term Deferral Exemption. This Agreement is not intended to providefor any deferral of compensation subject to Section 409A of the Code and, accordingly, theSeverance Payment payable under Section 2(a)(ii) shall be paid not later than the later of:(i) the fifteenth (15th) day of the third (3rd) month followingExecutive’s first taxable year in which such severance benefit is no longer subject to asubstantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third(3rd) month following first taxable year of the Companies in which such severancebenefit is no longer subject to substantial risk of forfeiture, as determined in accordancewith Section 409A of the Code and any Treasury Regulations and other guidance issuedthereunder.                         b. Delayed Distribution under Section 409A of the Code. Notwithstandinganything to the contrary in this Agreement, if Executive is a Specified Employee on the dateof Executive’s Involuntary Termination, to the extent that the payments or benefits underthis Agreement are subject to Section 409A of the Code and the delayed payment ordistribution of all or any portion of such amounts to which Executive is entitled under thisAgreement is required in order to avoid a prohibited distribution under Section409A(a)(2)(B)(i) of the Code, then such portion shall be paid or distributed to Executiveduring the thirty (30) day period commencing on the earlier of (a) the expiration of the six(6)-month period measured from the date of Executive’s Separation from Service or (b) thedate of Executive’s death. Upon the expiration of the applicable six (6) month period underSection 409A(a)(2)(B)(i) of the Code, all payments deferred pursuant to this Section 3(b)shall be paid in a lump sum payment to Executive*.*Any remaining payments due under theAgreement shall be paid as otherwise provided herein.                         c. Transition Relief. As provided in Internal Revenue Notice 2006-79 and2007-86, notwithstanding any other provision of this Agreement, with respect to an electionor amendment to change a time and form of payment under this Agreement made on or afterJanuary 1, 2007 and on or before December 31, 2007, the election or amendment may apply onlyto amounts that would not otherwise be payable in 2007 and may not cause an amount to bepaid in 2007 that would not otherwise be payable in 2007.                         d. Definition of Service Provider. For purposes of this Agreement, “ServiceProvider” means Executive or any other “service provider,” as defined in Treasury RegulationSection 1.409A-1(f).                         e. Definition of Service Recipient. For purposes of this Agreement, “ServiceRecipient,” with respect to Executive, means Cricket and all persons considered part of the“service recipient,” as defined in Treasury Regulation Section 1.409A-1(g), as determinedfrom time to time. As provided in Treasury Regulation Section 1.409A-1(g),
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the “ServiceRecipient” shall mean the person for whom the services are performed and with respect towhom the legally binding right to compensation arises, and all persons with whom such personwould be considered a single employer under Section 414(b) or 414(c) of the Code.                         f. Definition of Specified Employee. For purposes of this Agreement,“Specified Employee” means a Service Provider who, as of the date of the Service Provider’s“separation from service,” as defined in Treasury Regulation Section 1.409A-1(h), is a “KeyEmployee” of the Service Recipient any stock of which is publicly traded on an establishedsecurities market or otherwise. For purposes of this definition, a Service Provider is a“Key Employee” if the Service Provider meets the requirements of Section 416(i)(1)(A)(i),(ii) or (iii) of the Code (applied in accordance with the Treasury Regulations thereunderand disregarding Section 416(i)(5) of the Code) at any time during the Testing Year. If aService Provider is a “Key Employee” (as defined above) as of a Specified EmployeeIdentification Date, the Service Provider shall be treated as “Key Employee” for the entiretwelve (12) month period beginning on the Specified Employee Effective Date. For purposesof this definition, a Service Provider’s compensation for a Testing Year shall mean suchService Provider’s compensation, as determined under Treasury Regulation Section1.415(c)-2(d)(4), from the Service Recipient for such Testing Year. The “SpecifiedEmployees” shall be determined in accordance with Section 409A(a)(2)(B)(i) of the Code andTreasury Regulation Section 1.409A-1(i).                         g. Definition of Specified Employee Effective Date. For purposes of thisAgreement, “Specified Employee Effective Date” means the first day of the fourth(4th) month following the Specified Employee Identification Date. The SpecifiedEmployee Effective Date may be changed by Cricket, in its discretion, in accordance withTreasury Regulation Section 1.409A-1(i)(4).                         h. Definition of Specified Employee Identification Date. For purposes of thisAgreement, “Specified Employee Identification Date,” for purposes of Treasury RegulationSection 1.409A-1(i)(3), means December 31. The “Specified Employee Identification Date”shall apply to all “nonqualified deferred compensation plans” (as defined in TreasuryRegulation Section 1.409A-1(a)) of the Service Recipient and all affected Service Providers.The “Specified Employee Identification Date” may be changed by the Cricket, in itsdiscretion, in accordance with Treasury Regulation Section 1.409A-1(i)(3).                         i. Definition of Testing Year. For purposes of this Agreement, “Testing Year”means the twelve (12) month period ending on the Specified Employee Identification Date, asdetermined from time to time.          4. **Successors; Binding Agreement****.**This Agreement shall inure to the benefit of andshall be binding upon the Companies and their respective successors and assigns, including anypurchaser of all or substantially all of their respective assets, and shall be binding uponExecutive’s assigns, executors, administrators, beneficiaries, or their legal representatives. The
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Companies will require any successor (whether direct or indirect, by purchase, merger or otherwise)to all or substantially all of the business or assets of the Companies expressly to assume and toagree to perform this Agreement in the same manner and to the same extent that the Companies wouldbe required to perform it if no such succession had taken place; *provided*, *however*, that no suchassumption shall relieve the Companies of their obligations hereunder. The Companies’ failure to doso shall be considered a material breach of this Agreement. As used in this Agreement, the“***Companies***” shall mean the Companies as hereinbefore defined and any successor to its businessand/or assets as aforesaid.          5. **Notice****.**For the purpose of this Agreement, notices and all other communicationsprovided for in this Agreement shall be in writing and shall be deemed to have been duly given whendelivered 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 thatall notices to Cricket shall be directed to the attention of the Board of Directors of Cricket witha copy to the Secretary of Cricket, and all notices to Leap shall be directed to the attention ofthe Board of Directors of Leap with a copy to the Secretary of Leap, or to such other address asany Party may have furnished to the other in writing in accordance herewith, except that notice ofchange of address shall be effective only upon receipt.          6. **Non-Compete, Confidentiality and Non-Solicitation Covenants****.**In consideration ofthe provisions of Section 2 of this Agreement, and in order to protect the goodwill of theCompanies, Executive hereby agrees to the following covenants.                         a. Confidentiality. For the period of three (3) years commencing on the Dateof Termination, Executive shall not, directly or indirectly, disclose or make available toany person, firm, corporation, association or other entity for any reason or purposewhatsoever, any Confidential Information (as defined below). Executive agrees that, upontermination of Executive’s employment with Cricket, all Confidential Information inExecutive’s possession that is in writing or other tangible form (together with all copiesor duplicates thereof, including computer files) shall be returned to Cricket and shall notbe retained by Executive or furnished to any third party, in any form except as providedherein; *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 atthe time of disclosure to Executive, (ii) becomes publicly known or available thereafterother than by any means in violation of this Agreement or any other duty owed to theCompanies or any of their respective affiliates by any person or entity, or (iii) islawfully disclosed to Executive by a third party. As used in this Agreement, the term“Confidential Information” means: information disclosed to Executive or known by Executiveas a consequence of or through Executive’s relationship with Cricket, about the customers,employees, business methods, technicaloperations, public relations methods, organization, procedures or finances, including,without limitation, information of or relating to customer lists, of the Companies and theirrespective affiliates.                         b. Non-Solicitation. For the period commencing on the Date of Termination andterminating on the third (3rd) anniversary thereof, Executive shall not, eitheron Executive’s own account or jointly with or as a manager, agent, officer,
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employee,consultant, partner, joint venture, owner or shareholder or otherwise on behalf of any otherperson, firm or corporation, directly or indirectly solicit or attempt to solicit away fromthe Companies or any of their respective affiliates, any of their officers or employees oroffer employment to any person who, on or during the six (6) months immediately precedingthe date of such solicitation or offer, is or was an officer or employee of the Companies orany of their respective affiliates; provided, however, that a general advertisement to whichan employee of the Companies or any of their respective affiliates, responds shall in noevent be deemed to result in a breach of this Section 6(b).                         c. Breach of Covenants. In the event that Executive breaches any of theprovisions of this Section 6, or threatens to do so, in addition to and without limiting orwaiving any other remedies available to the Companies in law or in equity, the Companiesshall be entitled to immediate injunctive relief in any court having the capacity to grantsuch 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 theCompanies will sustain in the event that Executive breaches or threatens to breach thisSection 6 and, in the event that the Companies institute any action or proceeding to enforcethis Section 6 seeking injunctive relief, Executive hereby waives and agrees not to assertor use as a defense a claim or defense that the Companies have an adequate remedy at law.Also, in addition to any other remedies available to the Companies in law or in equity, inthe event that Executive breaches the provisions of this Section 6 in any material respect,Executive shall forfeit Executive’s right to further benefits under Section 2 and Executiveshall be obligated to repay to Cricket the benefits that Executive has received underSection 2. If a court or arbitrator shall hold that the duration, scope or area restrictionor other provision of this Section 6 is unreasonable under the circumstances now or thenexisting, the Parties hereto agree that the maximum duration, scope or area restrictionreasonable under the circumstances shall be substituted for the stated duration, scope orarea restriction.          7. **Miscellaneous****.**No provision of this Agreement may be modified, waived ordischarged unless such waiver, modification or discharge is agreed to in writing and signed byExecutive and such officer of Cricket and Leap as may be specifically designated thereby. Nowaiver by any Party hereto at any time of any breach by any other Party hereto of or compliancewith, any condition or provision of this Agreement to be performed by such other Party shall bedeemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior orsubsequent time. No agreements or representations, oral or otherwise, express or implied, withrespect to the subject matter hereof have been made by any Party which are not expressly set forthin this Agreement. Executive acknowledges that Executive has consulted with counsel (orhas had a reasonable opportunity to consult with counsel) and is fully aware of Executive’srights and obligations under this Agreement. The validity, interpretation, construction andperformance of this Agreement shall be governed by the laws of the State of California withoutregard to its conflicts of law principles. All references to sections of any federal, state orlocal law shall be deemed also to refer to any successor provisions to such sections. Any paymentsprovided for hereunder shall be paid net of any applicable withholding required under federal,state or local law. The Section headings contained in this Agreement are for convenience only, andshall not affect the interpretation of this Agreement. This Agreement supersedes the PriorAgreement in
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its entirety, effective as of the date hereof, and the Prior Agreement shall have nofurther force and effect.          8. **Severability****.**The invalidity or unenforceability of any provision of thisAgreement 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 ofwhich shall be deemed to be an original but all of which together shall constitute one and thesame instrument.          10. **Venue****.**Except as set forth in Section 11, the parties expressly agree that theonly proper venue for any action, lawsuit or administrative proceeding to interpret or enforce thisAgreement, relating to this Agreement and/or arising out of a breach of this Agreement shall be inthe City and County of San Diego, California and the parties, on behalf of themselves and theirofficers, directors, principals, managing agents, insurers, attorneys and personal representativesirrevocably submit to the personal jurisdiction of such state or federal court or forum in respectof any such action, lawsuit or proceeding for purposes of service of process, discovery proceedingsand trial. The parties waive any objection that they may now have or hereafter have to venue in acourt or forum in the City and County of San Diego.          11. **Agreement to Arbitrate****.**Except as set forth in Section 6(c), any dispute, claimor controversy based on, arising out of or relating to Executive’s employment or this Agreementshall be settled by final and binding arbitration in San Diego County, California, before a singleneutral arbitrator in accordance with the National Rules for the Resolution of Employment Disputes(the “Rules”) of the American Arbitration Association (“AAA”), and judgment on the award renderedby the arbitrator may be entered in any court having jurisdiction. Arbitration may be compelledpursuant to the California Arbitration Act (Code of Civil Procedure §§ 1280 etseq.). If the parties are unable to agree upon an arbitrator, one shall be appointed bythe AAA in accordance with its Rules. Each party shall pay the fees of its own attorneys, theexpenses of its witnesses and all other expenses connected with presenting its case; provided thatCricket shall pay to Executive all reasonable arbitration expenses and legal fees incurred byExecutive if Executive prevails in enforcing or obtaining his or her rights or benefits provided bythis Agreement. Such payments shall be made within five (5) days after Executive’s request forpayment accompanied with evidence of fees and expenses incurred as Cricket may reasonably request.Other costs of the arbitration, including the cost of any record or transcripts of the arbitration,AAA’s administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borneby the Companies. Except as set forth in Section 6(c), this Section 11 is intended to bethe exclusive method for resolving any and all claims by the parties against each other forpayment of damages under this Agreement or relating to Executive’s employment; provided, however,that neither this Agreement nor the submission to arbitration shall limit the parties’ right toseek provisional relief, including without limitation injunctive relief, in any court of competentjurisdiction pursuant to California Code of Civil Procedure § 1281.8 or any similar statute of anapplicable jurisdiction. Seeking any such relief shall not be deemed to be a waiver of suchparty’s right to compel arbitration. Both Executive and the Companies expressly waive their rightto a jury trial.
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          12. **At-Will Employment****.**Nothing in the foregoing diminishes or alters Cricket’spolicy of at-will employment for all employees, where both Cricket and Executive may terminate theemployment relationship at any time and for any reason, with or without cause or notice.          13. **Entire Agreement****.**This Agreement sets forth the entire agreement of the Partieshereto in respect of the subject matter contained herein and supersedes all prior agreements,promises, covenants, arrangements, communications, representations or warranties, whether oral orwritten, by any officer, employee or representative of any party hereto.          IN WITNESS WHEREOF, the Parties have signed their names as of the day and year first abovewritten.**LEAP WIRELESS INTERNATIONAL, INC.**By:                                                                                Name: S. Douglas HutchesonTitle: President and Chief Executive Officer**CRICKET COMMUNICATIONS, INC.**By:                                                                                Name: S. Douglas HutchesonTitle: President and Chief Executive Officer**EXECUTIVE**By:                                                                                Name:                                                                           
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**ATTACHMENT A**SEVERANCE PAYMENT:[___] times the sumof (i) Executive’s annual base salary plus (ii) Executive’s target annual bonus.COBRA COVERAGE: Executive shall not be required to pay the premiums associated with Executive’s COBRA Coverage for[ ] years.Insert as indicated:          For CEO: 2.0          For Other Executive Leadership Team Members: 1.5          For Other Senior Vice Presidents: 1.0
 

 
**ATTACHMENT B****GENERAL RELEASE**          1. **General Release of Claims****.**In consideration of the benefits under Section 2 of theAmended and Restated Severance Benefits Agreement (the “Agreement”), effective as of November ___,2007, by and among Leap Wireless International, Inc. (“Leap”), Cricket Communications, Inc.(“Cricket”) (collectively, the “Companies”) and                                          (“Executive”), Executivedoes hereby for himself or herself and his or her spouse, beneficiaries, heirs, successors andassigns, release, acquit and forever discharge the Companies and their respective stockholders,officers, directors, managers, employees, representatives, related entities, successors andassigns, and all persons acting by, through or in concert with them (the “Releasees”) of and fromany 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, whichExecutive may have against the Releasees based on any actions or events which occurred prior to thedate of this General Release, including, but not limited to, those related to, or arising from,Executive’s employment with the Companies, or the termination thereof, any claims under Title VIIof the Civil Rights Act of 1964, the Federal Age Discrimination and Employment Act and theCalifornia 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 Executive’srights under the Agreement or under any outstanding stock option granted to Executive, or under theterms of any employee benefit plan of the Companies in which Executive is a participant.          2. **Release of Unknown Claims****.**In addition, Executive expressly waives all rightsunder 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 ORSUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THEDEBTOR.**          3. **Older Worker’s Benefit Protection Act****.**Executive agrees and expressly acknowledgesthat this General Release includes a waiver and release of all claims which Executive has or mayhave under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621,etseq. (“ADEA”). The following terms and conditions apply to and are part of thewaiver 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 beunderstood by Executive.          b. The waiver and release of claims under the ADEA contained in this General Release donot cover rights or claims that may arise after the date on which Executive signs thisGeneral Release.          c. The Agreement provides for consideration in addition to anything of value to whichExecutive is already entitled.
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          d. Executive is advised to consult an attorney before signing this General Release.          e. Executive is afforded twenty-one (21) days (or, in the event that the InvoluntaryTermination of Executive is in connection with an exit incentive or other employmenttermination program, forty-five (45) days) after Executive is provided with this GeneralRelease to decide whether or not to sign this General Release. If Executive executes thisGeneral Release prior to the expiration of such period, Executive does so voluntarily andafter having had the opportunity to consult with an attorney.          f. In the event that the Involuntary Termination of Executive’s employment is inconnection with an exit incentive or other employment termination program, Executive isprovided with written information, calculated to be understood by the average individualeligible to participate, as to:               (i) any class, unit, or group of individuals covered by such program, anyeligibility factors for such program, and any time limits applicable to suchprograms; and               (ii) the job titles and ages of all individuals eligible or selected for theprogram, and the ages of all individuals in the same job classification ororganizational unit who are not eligible or not selected for the program.          g. Executive will have the right to revoke this General Release within seven (7) daysof signing this General Release. In the event this General Release is revoked, this GeneralRelease will be null and void in its entirety, and Executive will not receive the benefitsdescribed in Section 2 of the Agreement.          h. If Executive wishes to revoke the General Release, Executive shall deliver writtennotice stating his or her intent to revoke this General Release to Cricket’s President on orbefore the seventh (7th) day after the date hereof.          4. **No Assignment of Claims****.**Executive represents and warrants to the Releasees thatthere has been no assignment or other transfer of any interest in any Claim which Executive mayhave against the Releasees, or any of them, and Executive agrees to indemnify and hold theReleasees 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 orClaims under any such assignment or transfer from such party.          5. **No Suits or Actions****.**Executive agrees that if he or she hereafter commences, joinsin, or in any manner seeks relief through any suit arising out of, based upon, or relating to anyof the Claims released hereunder, or in any manner asserts against the Releasees any of the Claimsreleased hereunder, then he or she will pay to the Releasees against whom such suit or Claim isasserted, in addition to any other damages caused thereby, all attorneys’ fees incurred by suchReleasees in defending or otherwise responding to said suit or Claim.
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          6. **No Admission****.**Executive further understands and agrees that neither the payment ofmoney nor the execution of this Release shall constitute or be construed as an admission of anyliability whatsoever by the Releasees.         **EXECUTIVE**                              Date:           
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