<PAGE>
                                                                    EXHIBIT 10.3



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



                              EMPLOYMENT AGREEMENT





                                     BETWEEN





                                  ROY E. HADLEY





                                       AND





                                AIRGATE PCS, INC.









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<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                PAGE



<S>                                                                                                             <C>
1.       EFFECTIVE DATE..........................................................................................1

2.       EMPLOYMENT..............................................................................................1

3.       EMPLOYMENT PERIOD.......................................................................................1

4.       EXTENT OF SERVICE.......................................................................................1

5.       COMPENSATION AND BENEFITS...............................................................................2

         (a)      Base Salary....................................................................................2

         (b)      Incentive, Savings and Retirement Plans........................................................2

         (c)      Welfare Benefit Plans..........................................................................2

         (d)      Expenses.......................................................................................2

         (e)      Fringe Benefits................................................................................3

         (f)      Vacation.......................................................................................3

         (g)      Office and Support Staff.......................................................................3

6.       CHANGE OF CONTROL.......................................................................................3

7.       TERMINATION OF EMPLOYMENT...............................................................................4

         (a)      Death or Retirement............................................................................4

         (b)      Disability.....................................................................................4

         (c)      Termination by the Company.....................................................................5

         (d)      Termination by Executive.......................................................................6

         (e)      Notice of Termination..........................................................................6

         (f)      Date of Termination............................................................................7

         (g)      Cooperation....................................................................................7

8.       OBLIGATIONS OF THE COMPANY UPON TERMINATION.............................................................8

         (a)      Termination by Executive for Good Reason; Termination by the Company Other Than for
                  Cause or Disability............................................................................8

         (b)      Death, Disability or Retirement................................................................9

         (c)      Cause or Voluntary Termination without Good Reason.............................................9

         (d)      Expiration of Employment Period................................................................9

         (e)      Resignations..................................................................................10

         (f)      Mandatory Reduction of Payments in Certain Events.............................................10

9.       NON-EXCLUSIVITY OF RIGHTS..............................................................................10
</Table>



                                       -i-


<PAGE>

                                TABLE OF CONTENTS
                                   (continued)


<Table>
<Caption>
                                                                                                             PAGE
<S>                                                                                                          <C>
10.      FULL SETTLEMENT; NO OBLIGATION TO MITIGATE.............................................................10

11.      COSTS OF ENFORCEMENT...................................................................................11

12.      REPRESENTATIONS AND WARRANTIES.........................................................................11

13.      RESTRICTIONS ON CONDUCT OF EXECUTIVE...................................................................11

         (a)      General.......................................................................................11

         (b)      Definitions...................................................................................12

         (c)      Restrictive Covenants.........................................................................13

         (d)      Enforcement of Restrictive Covenants..........................................................15

14.      ARBITRATION............................................................................................16

15.      ASSIGNMENT AND SUCCESSORS..............................................................................17

16.      MISCELLANEOUS..........................................................................................17

         (a)      Waiver........................................................................................17

         (b)      Severability..................................................................................17

         (c)      Other Agents..................................................................................17

         (d)      Entire Agreement..............................................................................17

         (e)      Governing Law.................................................................................18

         (f)      Notices.......................................................................................18

         (g)      Amendments and Modifications..................................................................18

         (h)      Construction..................................................................................18

         (i)      Withholding...................................................................................18
</Table>



                                      -ii-

<PAGE>



                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
this 7th day of December, 2004 by and among AirGate PCS, Inc., a Delaware
corporation (the "Company"), and Roy E. Hadley ("Executive"), to be effective as
of the Effective Date, as defined in Section 1.

                                   BACKGROUND

         The Company desires to retain Executive as the Vice President, General
Counsel and Secretary of the Company from and after the Effective Date, in
accordance with the terms of this Agreement. Executive is willing to serve as
such in accordance with the terms and conditions of this Agreement.

         NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

         1. EFFECTIVE DATE. The effective date of this Agreement (the "Effective
Date") is December 7, 2004.

         2. EMPLOYMENT. Executive is hereby employed on the Effective Date as
the Vice President, General Counsel and Secretary of the Company. In his
capacity as Vice President, General Counsel and Secretary of the Company,
Executive shall have the responsibilities outlined on Exhibit A to this
Agreement and such other responsibilities commensurate with such position as
shall be assigned to him by the Board of Directors of the Company (the "Board"),
which shall be consistent with the responsibilities of similarly situated
executives of comparable companies in similar lines of business. In his capacity
as Vice President, General Counsel and Secretary of the Company, Executive will
report directly to the Chief Executive Officer.

         3. EMPLOYMENT PERIOD. Unless earlier terminated herein in accordance
with Section 7 hereof, Executive's employment shall be for a term beginning on
the Effective Date and ending on December 6, 2005 (the "Employment Period").
Beginning on December 7, 2005 and on each one year anniversary thereafter, the
Employment Period shall, without further action by Executive or the Company, be
extended by an additional one-year period; provided, however, that either party
may cause the Employment Period to cease to extend automatically, by giving
written notice to the other not less than ninety days prior to the end of the
then current Employment Period. Upon such notice, subject to Section 8(d)
hereof, the Employment Period shall terminate upon the expiration of the
then-current term, including any prior extensions.

         4. EXTENT OF SERVICE. During the Employment Period, and excluding any
periods of vacation, holiday, sick leave and leave of absence to which Executive
is entitled in accordance with Company policies, Executive agrees to devote his
reasonable business time, attention, skill and efforts exclusively to the
faithful performance of his duties hereunder. It shall not be a violation of
this Agreement for Executive to (i) devote reasonable time to charitable,
community, industry or professional activities, (ii) serve on corporate, civic,
educational or charitable boards or committees, subject to the Company's
Standards of Business Conduct or other code of ethics,





                                       1
<PAGE>

(iii) deliver lectures, fulfill speaking engagements or teach at educational
institutions, and/or (iv) manage personal business interests and investments,
subject to the Company's Standards of Business Conduct or other code of ethics,
and so long as such activities do not materially interfere with the performance
of Executive's responsibilities under this Agreement.

         5. COMPENSATION AND BENEFITS.

                  (a) BASE SALARY. During the Employment Period, the Company
will pay to Executive base salary at the rate of U.S.$190,000.00 per year ("Base
Salary"), less normal withholdings, payable in approximately equal bi-weekly or
more frequent installments as are customary under the Company's payroll
practices from time to time. The compensation committee of the Board shall
review Executive's Base Salary annually and, subject to approval of the Board,
may increase (but not decrease) Executive's Base Salary from year to year. Such
adjusted salary then shall become Executive's Base Salary for purposes of this
Agreement. The annual review of Executive's salary by the Board will consider,
among other things, Executive's own performance, the Company's performance, and
the recommendations of the Chief Executive Officer.

                  (b) INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the
Employment Period, Executive shall be entitled to participate in all incentive,
savings and retirement plans, practices, policies and programs available to vice
presidents of the Company ("Peer Executives"), and on the same basis as such
Peer Executives. Without limiting the foregoing, the following shall apply:

                           (i) during the Employment Period, Executive will be
entitled to participate in the Company's Executive Bonus Plan then in effect, or
any successor plan or plans, pursuant to which he will have an opportunity to
receive an annual cash bonus based upon the achievement of performance goals
established from year to year by the compensation committee of the Board, with
the targeted bonus amount set at 40% of Executive's Base Salary then in effect
(the "Target Bonus"); and

                           (ii) during the Employment Period, Executive will be
eligible for grants, under the Company's stock option plan(s), of stock options
(or such other stock-based awards as the Company makes to Peer Executives) to
acquire common stock of the Company, having terms and determined in the same
manner as option awards to other Peer Executives. Nothing herein requires the
Board to make grants of stock options or other awards in any year.

                  (c) WELFARE BENEFIT PLANS. During the Employment Period,
Executive and Executive's eligible dependents shall be eligible for
participation in, and shall receive all benefits under, the welfare benefit
plans, practices, policies and programs provided by the Company (including,
without limitation, medical, prescription, dental, disability, employee life,
dependent life, accidental death and travel accident insurance plans and
programs) ("Welfare Plans") to the extent available to other Peer Executives.

                  (d) EXPENSES. During the Employment Period, Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
Executive in accordance





                                       2
<PAGE>

with the policies, practices and procedures of the Company to the extent
available to other Peer Executives.

                  (e) FRINGE BENEFITS. During the Employment Period, Executive
shall be entitled to fringe benefits in accordance with the plans, practices,
programs and policies of the Company available to other Peer Executives.

                  (f) VACATION. During the Employment Period, Executive will be
entitled to four weeks paid vacation or such longer time as may hereafter be
provided under any plans, practices, programs and policies of the Company
available to other Peer Executives.

                  (g) OFFICE AND SUPPORT STAFF. During the Employment Period,
Executive will be entitled to office, furnishings and equipment of similar type
and quality made available to other Peer Executives. During the Employment
Period, Executive will be entitled to secretarial and other assistance
reasonably necessary for the performance of his duties and responsibilities.

         6. CHANGE OF CONTROL. For the purposes of this Agreement, a "Change of
Control" shall mean the occurrence of any of the following events:

                  (a) individuals who, on the Effective Date, constitute the
Board of Directors of the Company (the "Incumbent Directors") cease for any
reason to constitute at least a majority of such Board, provided that any person
becoming a director after the Effective Date and whose election or nomination
for election was approved by a vote of at least a majority of the Incumbent
Directors then on the Board shall be an Incumbent Director; provided, however,
that no individual initially elected or nominated as a director of the Company
as a result of an actual or threatened election contest with respect to the
election or removal of directors ("Election Contest") or other actual or
threatened solicitation of proxies or consents by or on behalf of any "person"
(such term for purposes of this Section 6 being as defined in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as
used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board
("Proxy Contest"), including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest, shall be deemed an Incumbent
Director; or

                  (b) any person is or becomes a "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of either (i) 35%
or more of the then-outstanding shares of common stock of the Company ("Company
Common Stock") or (ii) securities of the Company representing 35% or more of the
combined voting power of the Company's then outstanding securities eligible to
vote for the election of directors (the "Company Voting Securities"); provided,
however, that for purposes of this paragraph (b), the following acquisitions of
Common Stock or Company Voting Securities shall not constitute a Change of
Control: (A) an acquisition directly from the Company, (B) an acquisition by the
Company or a subsidiary of the Company, (C) an acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
subsidiary of the Company, or (D) an acquisition pursuant to a Non-Qualifying
Transaction (as defined in paragraph (c) below); or

                  (c) the consummation of a recapitalization, reorganization,
merger, consolidation, statutory share exchange or similar form of transaction
involving the Company or




                                       3
<PAGE>

a subsidiary of the Company (a "Reorganization"), or the sale or other
disposition of all or substantially all of the Company's assets (a "Sale") or
the acquisition of assets or stock of another entity (an "Acquisition"), unless
immediately following such Reorganization, Sale or Acquisition: (A) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding Company Common Stock and outstanding
Company Voting Securities immediately prior to such Reorganization, Sale or
Acquisition beneficially own, directly or indirectly, more than 55% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the entity
resulting from or surviving such Reorganization, Sale or Acquisition (including,
without limitation, an entity which as a result of such transaction owns the
Company or all or substantially all of the Company's assets or stock either
directly or through one or more subsidiary entities, the "Surviving Entity") in
substantially the same proportions as their ownership, immediately prior to such
Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and
the outstanding Company Voting Securities, as the case may be, and (B) no person
(other than (x) the Company or any subsidiary of the Company, (y) the Surviving
Entity or its ultimate parent entity, or (z) any employee benefit plan (or
related trust) sponsored or maintained by any of the foregoing is the beneficial
owner, directly or indirectly, of 35% or more of the total common stock or 35%
or more of the total voting power of the outstanding voting securities eligible
to elect directors of the Surviving Entity, and (C) at least a majority of the
members of the board of directors of the Surviving Entity were Incumbent
Directors at the time of the Board's approval of the execution of the initial
agreement providing for such Reorganization, Sale or Acquisition (any
Reorganization, Sale or Acquisition which satisfies all of the criteria
specified in (A), (B) and (C) above shall be deemed to be a "Non-Qualifying
Transaction"); or

                  (d) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

         7. TERMINATION OF EMPLOYMENT.

                  (a) DEATH OR RETIREMENT. Executive's employment shall
terminate automatically upon Executive's death or Retirement during the
Employment Period. For purposes of this Agreement, "Retirement" shall mean
normal retirement as defined in the Company's then-current retirement plan, or
if there is no such retirement plan, "Retirement" shall mean voluntary
termination after age 65 with at least ten years of service.

                  (b) DISABILITY. If the Company determines in good faith that
the Disability (as defined below) of Executive has occurred during the
Employment Period, it may give to Executive written notice of its intention to
terminate Executive's employment. In such event, Executive's employment with the
Company shall terminate effective on the 30th day after receipt of such written
notice by Executive (the "Disability Effective Date"), provided that, within the
30 days after such receipt, Executive shall not have returned to full-time
performance of Executive's duties. For purposes of this Agreement, "Disability"
shall have the same meaning as provided in the long-term disability plan or
policy maintained by the Company and covering Executive. If no such long-term
disability plan or policy is maintained, "Disability" shall mean the inability
of Executive, as determined by the Board, to perform the essential functions of
his regular duties and responsibilities, with or without reasonable
accommodation, due to a






                                       4
<PAGE>

medically determinable physical or mental illness which has lasted (or can
reasonably be expected to last) for a period of six consecutive months. At the
request of Executive or his personal representative, the Board's determination
that the Disability of Executive has occurred shall be certified by two
physicians mutually agreed upon by Executive, or his personal representative,
and the Company. Failing such independent certification (if so requested by
Executive), Executive's termination shall be deemed a termination by the Company
without Cause and not a termination by reason of his Disability.

                  (c) TERMINATION BY THE COMPANY. The Company may terminate
Executive's employment during the Employment Period with or without Cause. For
purposes of this Agreement, "Cause" shall mean:

                           (i) the willful and continued failure of Executive to
perform substantially Executive's duties with the Company (other than any such
failure resulting from incapacity due to physical or mental illness, or
following Executive's delivery of notice of termination for Good Reason, and
specifically excluding any failure by Executive, after reasonable efforts, to
meet performance expectations), after a written demand for substantial
performance is delivered to Executive by the Board which specifically identifies
the manner in which the Board believes that Executive has not substantially
performed Executive's duties;

                           (ii) the willful engaging by Executive in illegal
conduct or gross misconduct which is injurious to the Company;

                           (iii) the willful engaging by Executive in conduct
that violates in any material respect established principles of business ethics,
corporate responsibility and corporate governance, including but not limited to
conduct that results in liability under the Sarbanes-Oxley Act of 2002;

                           (iv) the commission by Executive of a felony; or

                           (v) the material breach by Executive of any provision
of this Agreement, which breach has not been cured within 30 days following
Executive's receipt of written notice of such breach from the Company.

         For purposes of this provision, no act or failure to act, on the part
of Executive, shall be considered "willful" unless it is done, or omitted to be
done, by Executive in bad faith or without reasonable belief that Executive's
action or omission was in the best interests of the Company. Any act, or failure
to act, based upon authority given pursuant to a resolution duly adopted by the
Board or based upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by Executive in good faith and in
the best interests of the Company. The cessation of employment of Executive
shall not be deemed to be for Cause 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 a majority of the entire membership of the Board
(excluding Executive, if Executive is a member of the Board), finding that, in
the good faith opinion of the Board, Executive is guilty of conduct described in
subparagraphs (i) or (ii) above, and specifying the particulars thereof in
detail. Such finding shall be effective to terminate





                                       5
<PAGE>

Executive's employment for Cause only if Executive was provided reasonable
notice of the proposed action and was given an opportunity, together with
counsel, to be heard by the Board.

                  (d) TERMINATION BY EXECUTIVE. Executive's employment may be
terminated by Executive for Good Reason or no reason. For purposes of this
Agreement, unless written consent of the Executive is obtained, "Good Reason"
shall mean:

                           (i) the assignment to Executive of any duties
inconsistent in any material respect with Executive's position (including
status, offices, titles and reporting requirements), authority, duties or
responsibilities as in effect on the Effective Date, or any other action by the
Company which results in a diminution in such position, authority, duties or
responsibilities or as a result of which Executive no longer has a position
substantially equivalent to Executive's position as of the Effective Date,
excluding for this purpose an isolated, insubstantial and inadvertent action not
taken in bad faith and which is remedied by the Company promptly after receipt
of notice thereof given by Executive;

                           (ii) a reduction by the Company in Executive's Base
Salary or target incentive as in effect on the Effective Date or as the same may
be increased from time to time;

                           (iii) the Company's requiring Executive to be based
at any office or location other than in the Greater Atlanta (Georgia)
Metropolitan Area;

                           (iv) relocation of the Company's principal offices to
a place other than in the Greater Atlanta (Georgia) Metropolitan Area; or

                           (v) the material breach by the Company of any
provision of this Agreement, which breach has not been cured within 30 days
following the Company's receipt of written notice of such breach from Executive.

         Good Reason shall not include Executive's death or Disability; provided
that Executive's mental or physical incapacity following the occurrence of an
event described in clauses (i) - (v) above shall not affect Executive's ability
to terminate for Good Reason. Except as provided in Section 8(a), Executive's
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any circumstance constituting Good Reason hereunder.

         Notwithstanding the above, Executive's voluntary termination for any
reason or no reason during the 90-day period beginning on the occurrence of a
Change of Control resulting from a transaction between the Company and a
telecommunications company that, in the year prior to such transaction, had
annual revenues in excess of $5 billion shall be treated for purposes of this
Agreement as a termination by Executive for Good Reason.

                  (e) NOTICE OF TERMINATION. Any termination by the Company for
Cause, or by Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 16(f) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated and (iii) specifies the
termination date.





                                       6
<PAGE>

The failure by Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of Executive or the Company,
respectively, hereunder or preclude Executive or the Company, respectively, from
asserting such fact or circumstance in enforcing Executive's or the Company's
rights hereunder.

                  (f) DATE OF TERMINATION. "Date of Termination" means (i) if
Executive's employment is terminated by the Company for Cause, or by Executive
for Good Reason, the date of receipt of the Notice of Termination or any later
date specified therein within 30 days of such notice, as the case may be, (ii)
if Executive's employment is terminated by the Company other than for Cause or
Disability, the Date of Termination shall be the date on which the Company
notifies Executive of such termination or a date within 90 days of receipt of
the Notice of Termination, as specified in such notice, (iii) if Executive's
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of Executive or the Disability Effective
Date, as the case may be, and (iv) if Executive's employment is terminated by
Executive without Good Reason, the Date of Termination shall be no fewer than 30
days following the Company's receipt of the Notice of Termination.

                  (g) COOPERATION. For the period beginning on Executive's Date
of Termination and ending on the second anniversary thereof (the "Cooperation
Period"), Executive agrees that he will cooperate with and provide assistance to
the Company regarding any or all of the following, as long as said services to
be rendered by Executive shall not impede his ability to meet any obligations or
duties he may have with his then current employer or company: (i) the transition
of ongoing matters relating to the business of the Company, as may be reasonably
requested by the Company from time to time; (ii) any litigation or criminal,
civil or administrative proceeding, whether currently pending or filed during
the Cooperation Period, arising out of or relating to matters about which
Executive has knowledge or in which Executive may be identified or called as a
witness by any party; and (iii) such other services as the Company may
reasonably request. Such cooperation and assistance includes, without
limitation, attendance at meetings with Company representatives or the Company's
legal counsel (or both) upon reasonable notice and at mutually convenient times
and places, provision of complete and truthful information in response to any
inquiries of the Company and/or its counsel, full disclosure and production of
all documents and things that may be relevant to any such matters (regardless of
any express inquiry by the Company or its counsel), and attendance as a witness
at depositions, trials or similar proceedings upon reasonable advance notice.

         In consideration for Executive's services during the Cooperation
Period, the Company shall pay Executive at an hourly rate of compensation
commensurate with his Base Salary as of his Date of Termination for any services
performed by Executive on behalf of the Company in connection with this Section
7(g). In addition to and notwithstanding the foregoing, the Company will
reimburse Executive for all expenses reasonably incurred by Executive in the
performance of his duties hereunder during the Cooperation Period.

         Executive shall immediately notify the Company of any formal or
informal inquiry or request for information directed to Executive by any third
party that in any way relates to Executive's employment by the Company or any
aspect of the Company's business operation.




                                       7
<PAGE>

         8. OBLIGATIONS OF THE COMPANY UPON TERMINATION.

                  (a) TERMINATION BY EXECUTIVE FOR GOOD REASON; TERMINATION BY
THE COMPANY OTHER THAN FOR CAUSE OR DISABILITY. If, during the Employment
Period, the Company shall terminate Executive's employment other than for Cause
or Disability, or Executive shall terminate employment for Good Reason within a
period of 180 days after the occurrence of the event giving rise to Good Reason,
then and, with respect to the payments and benefits described in clauses (i)(B)
and (ii) below, only if Executive executes a Release in substantially the form
of Exhibit B hereto (the "Release"):

                           (i) the Company shall provide to Executive in a
single lump sum cash payment within 30 days after the Date of Termination, or if
later, within five days after the Release becomes effective and nonrevocable,
the aggregate of the following amounts:

                                    A. the sum of the following amounts, to the
extent not previously paid to Executive (the "Accrued Obligations"): (1)
Executive's Base Salary through the Date of Termination, (2) a pro-rata bonus
for the year in which the Date of Termination occurs, computed as the product of
(x) Executive's Target Bonus for such year and (y) a fraction, the numerator of
which is the number of days in the current fiscal year through the Date of
Termination, and the denominator of which is 365, (3) any accrued pay in lieu of
unused vacation, and (4) unless Executive has elected a different payout date in
a prior deferral election, any vested compensation previously deferred by
Executive (together with any amount equivalent to accrued interest or earnings
thereon); and

                                    B. a severance payment as determined
pursuant to clause (x) or (y) below, as applicable:

                                             (x) if the Date of Termination
         occurs before, or more than one (1) year after, the occurrence of a
         Change of Control, the severance payment shall be the product of the
         Regular Severance Factor (as defined below) times one twelfth of the
         sum of (1) Executive's Base Salary in effect as of the Date of
         Termination, and (2) Executive's Target Bonus for the year in which the
         Date of Termination occurs (the "Regular Severance Factor" is 12), or

                                             (y) if the Date of Termination
         occurs within one (1) year after the occurrence of a Change of Control,
         the severance payment shall be the product of the Change of Control
         Severance Factor (as defined below) times one twelfth of Executive's
         Base Salary in effect as of the Date of Termination (the "Change of
         Control Severance Factor" is 24); and

                           (ii) the Company shall continue to provide, for
eighteen (18) months after Executive's Date of Termination (the "Welfare
Benefits Continuation Period"), or such longer period as may be provided by the
terms of the appropriate plan, program, practice or policy, benefits to
Executive and/or Executive's eligible dependents substantially equivalent to
those which would have been provided to them in accordance with the Welfare
Plans described in Section 5(c) of this Agreement if Executive's employment had
not been terminated or, if more favorable to Executive, as in effect generally
at any time thereafter with respect to other Peer





                                       8
<PAGE>

Executives and their families; provided, however, that if Executive becomes
employed with another employer and is eligible to receive medical or other
welfare benefits under another employer provided plan, the Company's obligation
to provide medical and other welfare benefits described herein shall cease,
except as otherwise provided by law; and

                           (iii) the Company shall provide Executive with
reasonable outplacement services for a period of one year; provided, that the
cost to the Company shall not exceed 25% of Executive's annual Base Salary as in
effect immediately prior to the Date of Termination;

                           (iv) to the extent not theretofore paid or provided,
the Company shall timely pay or provide to Executive any other amounts or
benefits required to be paid or provided or which Executive is eligible to
receive under any plan, program, policy or practice of the Company to the extent
provided to Peer Executives prior to the Date of Termination (such other amounts
and benefits shall be hereinafter referred to as the "Other Benefits").

         If Executive's employment is terminated by the Company without Cause
prior to the occurrence of a Change in Control and if it can reasonably be shown
that Executive's termination (i) was at the direction or request of a third
party that had taken steps reasonably calculated to effect the Change in Control
after such termination, or (ii) otherwise occurred in connection with, or in
anticipation of, the Change in Control, then Executive shall have the rights
described in this Section 8(a) as if a Change in Control had occurred on the
date immediately preceding the Date of Termination.

                  (b) DEATH, DISABILITY OR RETIREMENT. If Executive's employment
is terminated by reason of his death, Disability or Retirement during the
Employment Period, this Agreement shall terminate without further obligations to
Executive or his estate, beneficiaries or legal representatives, other than for
payment of Accrued Obligations and the timely payment or provision of Other
Benefits. Accrued Obligations shall be paid to Executive or his estate,
beneficiary or legal representative, as applicable, in a lump sum in cash within
30 days of the Date of Termination. With respect to the provision of Other
Benefits, the term Other Benefits as used in this Section 8(b) shall include,
without limitation, and Executive or his estate, beneficiaries or legal
representatives, as applicable, shall be entitled to receive, benefits under
such plans, programs, practices and policies relating to death, disability or
retirement benefits, if any, as are applicable to Executive or his family on the
Date of Termination.

                  (c) CAUSE OR VOLUNTARY TERMINATION WITHOUT GOOD REASON. If
Executive's employment shall be terminated for Cause during the Employment
Period, or if Executive voluntarily terminates employment during the Employment
Period without Good Reason, this Agreement shall terminate without further
obligations to Executive, other than for payment of Accrued Obligations
(excluding the pro-rata bonus described in clause 2 of Section 8(a)(i)(A)) and
the timely payment or provision of Other Benefits.

                  (d) EXPIRATION OF EMPLOYMENT PERIOD. If Executive's employment
shall be terminated due to the normal expiration of the Employment Period upon
notice given by the Company in accordance with Section 3, this Agreement shall
terminate without further obligations to Executive, other than (i) for payment
of Accrued Obligations and the timely





                                       9
<PAGE>

payment or provision of Other Benefits, and (ii) the payment of severance pay in
accordance with the AirGate PCS, Inc. Officer and Director Level Employee
Severance Program or similar program then in effect.

                  (e) RESIGNATIONS. Termination of Executive's employment for
any reason whatsoever shall constitute Executive's resignation from the Board
(if applicable) and resignation as an officer of the Company, its subsidiaries
and affiliates.

                  (f) MANDATORY REDUCTION OF PAYMENTS IN CERTAIN EVENTS.
Anything in this Agreement to the contrary notwithstanding, in the event it
shall be determined that any payment or distribution by the Company to or for
the benefit of Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise) (a
"Payment") would be subject to the excise tax (the "Excise Tax") imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"),
then, prior to the making of any Payment to Executive, a calculation shall be
made comparing (i) the net benefit to Executive of the Payment after payment of
the Excise Tax, to (ii) the net benefit to Executive if the Payment had been
limited to the extent necessary to avoid being subject to the Excise Tax. If the
amount calculated under (i) above is less than the amount calculated under (ii)
above, then the Payment shall be limited to the extent necessary to avoid being
subject to the Excise Tax (the "Reduced Amount"). In that event, Executive shall
direct which Payments are to be modified or reduced. The determination of
whether an Excise Tax would be imposed, the amount of such Excise Tax, and the
calculation of the amounts referred to in clauses (i) and (ii) of the foregoing
sentence shall be made by the Company's regular independent accounting firm at
the expense of the Company or, at the election and expense of Executive, another
nationally recognized independent accounting firm (the "Accounting Firm") which
shall provide detailed supporting calculations. Any determination by the
Accounting Firm shall be binding upon the Company and Executive. As a result of
the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
Payments which Executive was entitled to, but did not receive pursuant to this
Section 8(f), could have been made without the imposition of the Excise Tax
("Underpayment"). In such event, the Accounting Firm shall determine the amount
of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of Executive. In the event
that the provisions of Code Section 280G and 4999 or any successor provisions
are repealed without succession, this Section 8(f) shall be of no further force
or effect.

         9. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent
or limit Executive's continuing or future participation in any employee benefit
plan, program, policy or practice provided by the Company and for which
Executive may qualify, except as specifically provided herein. Amounts which are
vested benefits or which Executive is otherwise entitled to receive under any
employee benefit plan, policy, practice or program of the Company, its
subsidiaries or any of its affiliated companies at or subsequent to the Date of
Termination shall be payable in accordance with such plan, policy, practice or
program except as explicitly modified by this Agreement.

         10. FULL SETTLEMENT; NO OBLIGATION TO MITIGATE. The Company's
obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim,




                                       10
<PAGE>

right or action which the Company may have against Executive or others. In no
event shall Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to Executive under any of the
provisions of this Agreement and, except as explicitly provided herein, such
amounts shall not be reduced whether or not Executive obtains other employment.

         11. COSTS OF ENFORCEMENT. In any action taken in good faith relating to
the enforcement of this Agreement or any provision herein, Executive shall be
entitled to reimbursement for any and all costs and expenses incurred by him in
enforcing or establishing his rights thereunder, including, without limitation,
reasonable attorneys' fees, whether suit be brought or not, and whether or not
incurred in arbitration, trial, bankruptcy or appellate proceedings, if
Executive is successful in asserting such rights. Executive shall also be
entitled to be paid all reasonable legal fees and expenses, if any, incurred in
connection with any tax audit or proceeding to the extent attributable to the
application of Section 4999 of the Internal Revenue Code to any payment or
benefit hereunder. Such payments shall be made within five (5) business days
after delivery of Executive's respective written requests for payment
accompanied with such evidence of fees and expenses incurred as the Company
reasonably may require.

         12. REPRESENTATIONS AND WARRANTIES. Executive hereby represents and
warrants to the Company that Executive is not a party to, or otherwise subject
to, any covenant not to compete with any person or entity, and Executive's
execution of this Agreement and performance of his obligations hereunder will
not violate the terms or conditions of any contract or obligation, written or
oral, between Executive and any other person or entity.

         13. RESTRICTIONS ON CONDUCT OF EXECUTIVE.

                  (a) GENERAL. Executive and the Company understand and agree
that the purpose of the provisions of this Section 13 is to protect legitimate
business interests of the Company, as more fully described below, and is not
intended to impair or infringe upon Executive's right to work, earn a living, or
acquire and possess property from the fruits of his labor. Executive hereby
acknowledges that Executive has received good and valuable consideration for the
post-employment restrictions set forth in this Section 13 in the form of the
compensation and benefits provided for herein and the grant of stock options,
restricted stock and other stock awards from time to time by the Company.
Executive hereby further acknowledges that the post-employment restrictions set
forth in this Section 13 are reasonable and that they do not, and will not,
unduly impair his ability to earn a living after the termination of this
Agreement.

         In addition, the parties acknowledge: (A) that Executive's services
under this Agreement require special expertise and talent in the provision of
Competitive Services and that Executive will have substantial contacts with
customers, suppliers, advertisers and vendors of the Company; (B) that pursuant
to this Agreement, Executive will be placed in a position of trust and
responsibility and he will have access to a substantial amount of Confidential
Information and Trade Secrets and that the Company is placing him in such
position and giving him access to such information in reliance upon his
agreement not to compete with the Company during the Restricted Period; (C) that
due to his management duties, Executive will be the repository of a





                                       11
<PAGE>

substantial portion of the goodwill of the Company and would have an unfair
advantage in competing with the Company; (D) that due to Executive's special
experience and talent, the loss of Executive's services to the Company under
this Agreement cannot reasonably or adequately be compensated solely by damages
in an action at law; (E) that Executive is capable of competing with the
Company; and (F) that Executive is capable of obtaining gainful, lucrative and
desirable employment that does not violate the restrictions contained in this
Agreement.

         Therefore, subject to the limitations of reasonableness imposed by law,
Executive shall be subject to the restrictions set forth in this Section 13.

                  (b) DEFINITIONS. The following capitalized terms used in this
Section 13 shall have the meanings assigned to them below, which definitions
shall apply to both the singular and the plural forms of such terms:

         "Competitive Position" means any employment with a Competitor in which
Executive will use or is likely to use any Confidential Information or Trade
Secrets, or in which Executive has duties for such Competitor that involve
Competitive Services and that are the same or similar to those services actually
performed by Executive for the Company.

         "Competitive Services" means the business of selling wireless
telecommunications products and services.

         "Competitor" means any Person engaged, wholly or in part, in providing
Competitive Services within the Restricted Territory, including, without
limitation, Sprint Corporation or its subsidiaries or affiliates ("Sprint").

         "Confidential Information" means all information regarding the Company,
its activities, business or clients that is the subject of reasonable efforts by
the Company to maintain its confidentiality and that is not generally disclosed
by practice or authority to persons not employed by the Company, but that does
not rise to the level of a Trade Secret. "Confidential Information" shall
include, but is not limited to, financial plans and data concerning the Company;
management planning information; business plans; operational methods; market
studies; marketing plans or strategies; product development techniques or plans;
customer lists; details of customer contracts; current and anticipated customer
requirements; past, current and planned research and development; business
acquisition plans; and new personnel acquisition plans. "Confidential
Information" shall not include information that has become generally available
to the public by the act of one who has the right to disclose such information
without violating any right or privilege of the Company. This definition shall
not limit any definition of "confidential information" or any equivalent term
under state or federal law.

         "Determination Date" means the date of termination of Executive's
employment with the Company for any reason whatsoever or any earlier date
(during the Employment Period) of an alleged breach of the Restrictive Covenants
by Executive.

         "Person" means any individual or any corporation, partnership, joint
venture, limited liability company, association or other entity or enterprise.





                                       12
<PAGE>

         "Principal or Representative" means a principal, owner, partner,
shareholder, joint venturer, investor, member, trustee, director, officer,
manager, employee, agent, representative or consultant.

         "Protected Customers" means any Person to whom the Company has sold its
products or services or solicited to sell its products or services, other than
through general advertising targeted at consumers, during the 12 months prior to
the Determination Date.

         "Protected Employees" means employees of the Company who were employed
by the Company at any time within 6 months prior to the Determination Date,
other than those who were discharged by the Company without cause.

         "Restricted Period" means the Employment Period plus the number of
months after the termination of Executive's employment with the Company equal to
the Regular Severance Factor or the Change of Control Severance Factor (as
determined in Section 8(a)(i)(B)(x) or (y) above, as applicable); provided,
however, that the Restricted Period shall end with respect to the covenants in
clauses (ii), (iii), (iv) and (v) of Section 13(c) on the 60th day after the
Date of Termination in the event the Company fails to make any payment required
under Section 8(a)(i).

         "Restricted Territory" means the Service Area (as defined in the Sprint
PCS Management Agreement between the Company and Sprint PCS, dated as of July
22, 1998, as amended) as such Service Area is in effect on the Effective Date. A
copy of the description of such Service Area is attached to this Agreement as
Exhibit C.

         "Restrictive Covenants" means the restrictive covenants contained in
Section 13(c) hereof.

         "Trade Secret" means all information, without regard to form,
including, but not limited to, technical or nontechnical data, a formula, a
pattern, a compilation, a program, a device, a method, a technique, a drawing, a
process, financial data, financial plans, product plans, distribution lists or a
list of actual or potential customers, advertisers or suppliers which is not
commonly known by or available to the public and which information: (A) derives
economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use; and (B) is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy. Without
limiting the foregoing, Trade Secret means any item of confidential information
that constitutes a "trade secret(s)" under the common law or statutory law of
the State of Georgia.

                  (c) RESTRICTIVE COVENANTS.

                           (i) Restriction on Disclosure and Use of Confidential
Information and Trade Secrets. Executive understands and agrees that the
Confidential Information and Trade Secrets constitute valuable assets of the
Company and its affiliated entities, and may not be converted to Executive's own
use. Accordingly, Executive hereby agrees that Executive shall not, directly or
indirectly, at any time during the Restricted Period reveal, divulge, or
disclose to any Person not expressly authorized by the Company any Confidential
Information, and Executive shall not, directly or indirectly, at any time during
the Restricted Period use or make





                                       13
<PAGE>

use of any Confidential Information in connection with any business activity
other than that of the Company. Throughout the term of this Agreement and at all
times after the date that this Agreement terminates for any reason, Executive
shall not directly or indirectly transmit or disclose any Trade Secret of the
Company to any Person, and shall not make use of any such Trade Secret, directly
or indirectly, for himself or for others, without the prior written consent of
the Company. The parties acknowledge and agree that this Agreement is not
intended to, and does not, alter either the Company's rights or Executive's
obligations under any state or federal statutory or common law regarding trade
secrets and unfair trade practices.

         Anything herein to the contrary notwithstanding, Executive shall not be
restricted from disclosing or using Confidential Information or any Trade Secret
that is required to be disclosed by law, court order or other legal process;
provided, however, that in the event disclosure is required by law, Executive
shall provide the Company with prompt notice of such requirement so that the
Company may seek an appropriate protective order prior to any such required
disclosure by Executive.

                           (ii) Nonsolicitation of Protected Employees.
Executive understands and agrees that the relationship between the Company and
each of its Protected Employees constitutes a valuable asset of the Company and
may not be converted to Executive's own use. Accordingly, Executive hereby
agrees that during the Restricted Period Executive shall not directly or
indirectly on Executive's own behalf or as a Principal or Representative of any
Person or otherwise solicit or induce any Protected Employee to terminate his
employment relationship with the Company or to enter into employment with any
other Person.

                           (iii) Restriction on Relationships with Protected
Customers. Executive understands and agrees that the relationship between the
Company and each of its Protected Customers constitutes a valuable asset of the
Company and may not be converted to Executive's own use. Accordingly, Executive
hereby agrees that, during the Restricted Period, Executive shall not, without
the prior written consent of the Company, directly or indirectly, on Executive's
own behalf or as a Principal or Representative of any Person, solicit, divert,
take away or attempt to solicit, divert or take away a Protected Customer for
the purpose of providing or selling Competitive Services; provided, however,
that the prohibition of this covenant shall apply only to Protected Customers
with whom Executive had Material Contact on the Company's behalf during the
twelve (12) months immediately preceding the termination of his employment
hereunder. For purposes of this Agreement, Executive had "Material Contact" with
a Protected Customer if (a) he had business dealings with the Protected Customer
on the Company's behalf; (b) he was responsible for supervising or coordinating
the dealings between the Company and the Protected Customer; or (c) he obtained
Trade Secrets or Confidential Information about the customer as a result of his
association with the Company, and, provided further, that the prohibition of
this covenant shall not apply to the conduct of general advertising activities.

                           (iv) Restriction on Soliciting Sprint Relationship.
Executive understands and agrees that the relationship between the Company and
Sprint Corporation and its subsidiaries and affiliates constitutes a valuable
asset of the Company and may not be converted to Executive's own use.
Accordingly, Executive hereby agrees that, during the Restricted Period,
Executive shall not, without the prior written consent of the Company, directly
or indirectly, on Executive's own behalf or as a Principal or Representative of
any Person, solicit





                                       14
<PAGE>

a relationship with Sprint for the provision of Competitive Services within the
Restricted Territory on behalf of any Person other than the Company.

                           (v) Noncompetition with the Company. In consideration
of the compensation and benefits being paid and to be paid by the Company to
Executive hereunder and the stock options to be granted to Executive from time
to time, Executive hereby agrees that, during the Restricted Period, Executive
will not, without prior written consent of the Company, directly or indirectly
seek or obtain a Competitive Position in the Restricted Territory with a
Competitor; provided, however, that the provisions of this Agreement shall not
be deemed to prohibit (A) the ownership by Executive of not more than five
percent (5%) of any class of securities of any corporation having a class of
securities registered pursuant to the Exchange Act, which investment does not
exceed 3% of Executive's net worth, or (B) Executive from seeking or obtaining a
Competitive Position in the Restricted Territory with a Competitor if less than
20% of such Competitor's population or subscribers reside in the Restricted
Territory, unless Executive's principal responsibilities for such Competitor
relate to the Competitor's activities within the Restricted Territory. Executive
acknowledges that in the performance of his duties for the Company he is charged
with operating on the Company's behalf throughout the Restricted Territory and
he hereby acknowledges, therefore, that the Restricted Territory is reasonable.

                  (d) ENFORCEMENT OF RESTRICTIVE COVENANTS.

                           (i) Rights and Remedies Upon Breach. In the event
Executive breaches, or threatens to commit a breach of, any of the provisions of
the Restrictive Covenants, the Company shall have the right and remedy to
enjoin, preliminarily and permanently, Executive from violating or threatening
to violate the Restrictive Covenants and to have the Restrictive Covenants
specifically enforced by any court of competent jurisdiction, it being agreed
that any breach or threatened breach of the Restrictive Covenants would cause
irreparable injury to the Company and that money damages would not provide an
adequate remedy to the Company. Such right and remedy shall be independent of
any others and severally enforceable, and shall be in addition to, and not in
lieu of, any other rights and remedies available to the Company at law or in
equity.

                           (ii) Severability of Covenants. Executive
acknowledges and agrees that the Restrictive Covenants are reasonable and valid
in time and scope and in all other respects. The covenants set forth in this
Agreement shall be considered and construed as separate and independent
covenants. Should any part or provision of any covenant be held invalid, void or
unenforceable in any court of competent jurisdiction, such invalidity, voidness
or unenforceability shall not render invalid, void or unenforceable any other
part or provision of this Agreement. If any portion of the foregoing provisions
is found to be invalid or unenforceable by a court of competent jurisdiction
because its duration, the territory, the definition of activities or the
definition of information covered is considered to be invalid or unreasonable in
scope, the invalid or unreasonable term shall be redefined, or a new enforceable
term provided, such that the intent of the Company and Executive in agreeing to
the provisions of this Agreement will not be impaired and the provision in
question shall be enforceable to the fullest extent of the applicable laws.




                                       15
<PAGE>

                           (iii) Reformation. The parties hereunder agree that
it is their intention that the Restrictive Covenants be enforced in accordance
with their terms to the maximum extent possible under applicable law. The
parties further agree that, in the event any court of competent jurisdiction
shall find that any provision hereof is not enforceable in accordance with its
terms, the court shall reform the Restrictive Covenants such that they shall be
enforceable to the maximum extent permissible at law.

                           (iv) Elective Right of the Company. In the event that
Executive challenges the enforceability of the Restrictive Covenants (or asserts
an affirmative defense to an action seeking to enforce the Restrictive
Covenants) based on an argument that the Restrictive Covenants are (x) not
enforceable as a matter of law, (y) unreasonable in geographical scope or
duration or (z) void as against public policy, the Company shall have the right
(1) to cease making the payments required under Section 8(a) above and, upon
demand, to have Executive repay, within 10 business days of any such demand, any
such payments already made, and (2) to void any stock option or other award that
Executive (or a permitted transferee) then holds, to repurchase (at a price
equal to the greater of par value or the purchase price that Executive paid to
the Company) any shares that Executive received pursuant to the exercise of a
stock option or the vesting of a restricted stock award, and to recover any gain
that Executive recognized through the sale of any such shares. Any right
afforded to, or exercised by, the Company hereunder shall in no way affect the
enforceability of the Restrictive Covenants or any other right of the Company
hereunder. Nothing in this Section 13(d)(iv) shall be construed to preclude a
challenge by Executive (or a defense against) the application of the Restrictive
Covenants as to a particular set of facts and circumstances (as opposed to the
arguments enumerated above).

         14. ARBITRATION.

                  (a) Any claim or dispute arising under this Agreement shall be
subject to arbitration, and prior to commencing any court action, the parties
agree that they shall arbitrate all controversies; provided, however, that
nothing in this Section 14 shall prohibit the Company from exercising its right
under Section 13(d)(i) to pursue injunctive remedies with respect to a breach or
threatened breach of the Restrictive Covenants. The arbitration shall be
conducted in Atlanta, Georgia, in accordance with the Employment Dispute Rules
of the American Arbitration Association and the Federal Arbitration Act, 9
U.S.C. Section 1, et. seq. The arbitrator(s) shall be authorized to award both
liquidated and actual damages, in addition to injunctive relief, but no punitive
damages. The arbitrator(s) may also award attorney's fees and costs, without
regard to any restriction on the amount of such award under Georgia or other
applicable law. Such an award shall be binding and conclusive upon the parties
hereto, subject to 9 U.S.C. Section 10. Each party shall have the right to have
the award made the judgment of a court of competent jurisdiction.

                  (b) Any disputes arising out of Executive's employment or
termination (except for matters covered under this Agreement, workers'
compensation, unemployment benefits, health and welfare and 401(k) benefits)
will be subject to the procedures detailed in the Company's Employee Solution
Program ("ESP"), culminating in final and binding arbitration. Disputes covered
by the ESP policy include, but are not limited to, claims pertaining to
discipline and corrective action, discrimination, fair treatment, harassment,
termination and other legally protected rights ("ESP Covered Disputes"). By
accepting or continuing in employment,





                                       16
<PAGE>

Executive agrees that the ESP mechanism shall be the exclusive means for
resolving all ESP Covered Disputes and that no action may be brought in any
court or other forum. THIS AGREEMENT IS A WAIVER OF ALL RIGHTS TO A CIVIL COURT
ACTION FOR ALL ESP COVERED DISPUTES. THE ESP IS GOVERNED BY THE FEDERAL
ARBITRATION ACT ("FAA"). SHOULD A COURT OF COMPETENT JURISDICTION DETERMINE THAT
THE FAA IS NOT APPLICABLE TO THE CLAIMS OF EXECUTIVE OR TO THE ESP, THE GEORGIA
ARBITRATION CODE WILL APPLY TO THE ESP AS IT RELATES TO EXECUTIVE.

         15. ASSIGNMENT AND SUCCESSORS.

                  (a) This Agreement is personal to Executive and without the
prior written consent of the Company shall not be assignable by Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by Executive's legal
representatives.

                  (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

                  (c) The Company will require any Surviving Entity resulting
from a Reorganization, Sale or Acquisition (if other than the Company) to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no Reorganization,
Sale or Acquisition had taken place. As used in this Agreement, "Company" shall
mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.

         16. MISCELLANEOUS.

                  (a) WAIVER. Failure of either party to insist, in one or more
instances, on performance by the other in strict accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or relinquishment of
any right granted in this Agreement or of the future performance of any such
term or condition or of any other term or condition of this Agreement, unless
such waiver is contained in a writing signed by the party making the waiver.

                  (b) SEVERABILITY. If any provision or covenant, or any part
thereof, of this Agreement should be held by any court to be invalid, illegal or
unenforceable, either in whole or in part, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of
the remaining provisions or covenants, or any part thereof, of this Agreement,
all of which shall remain in full force and effect.

                  (c) OTHER AGENTS. Nothing in this Agreement is to be
interpreted as limiting the Company from employing other personnel on such terms
and conditions as may be satisfactory to it, except that this Section 16(c)
shall not override the provision of Section 7(d)(i).

                  (d) ENTIRE AGREEMENT. Except as provided herein, this
Agreement contains the entire agreement between the Company and Executive with
respect to the subject matter hereof and, from and after the Effective Date,
this Agreement shall supersede any other





                                       17
<PAGE>

agreement between the parties with respect to the subject matter hereof,
including without limitation, the Prior Agreement.

                  (e) GOVERNING LAW. Except to the extent preempted by federal
law, and without regard to conflict of laws principles, the laws of the State of
Georgia shall govern this Agreement in all respects, whether as to its validity,
construction, capacity, performance or otherwise.

                  (f) NOTICES. All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given if delivered or three days after mailing if
mailed, first class, certified mail, postage prepaid:

         To Company:     AirGate PCS, Inc.
                         Harris Tower, Suite 1700
                         233 Peachtree Street, NE
                         Atlanta, Georgia 30303
                         Attention: Chief Executive Officer

         To Executive:   Roy E. Hadley
                         256 Ledgemont Court
                         Atlanta, GA 30342

         Any party may change the address to which notices, requests, demands
and other communications shall be delivered or mailed by giving notice thereof
to the other party in the same manner provided herein.

                  (g) AMENDMENTS AND MODIFICATIONS. This Agreement may be
amended or modified only by a writing signed by both parties hereto, which makes
specific reference to this Agreement.

                  (h) CONSTRUCTION. Each party and his or its counsel have
reviewed this Agreement and have been provided the opportunity to revise this
Agreement and accordingly, the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement. Instead, the language of all
parts of this Agreement shall be construed as a whole, and according to its fair
meaning, and not strictly for or against either party.

                  (i) WITHHOLDING. The Company may withhold from any payment
that it is required to make under this Agreement amounts sufficient to satisfy
applicable withholding requirements under any federal, state or local law.

                         (signatures on following page)




                                       18
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Employment Agreement as of the date first above written.

                                    AIRGATE PCS, INC.


                                    By:  /s/ Thomas Dougherty
                                       ----------------------------------------
                                    Title:  President, Chief Executive Officer
                                          -------------------------------------




                                    EXECUTIVE:


                                    /s/ Roy E. Hadley
                                    -------------------------------------------
                                    Roy E. Hadley





<PAGE>



                                    EXHIBIT A

                         Description of Responsibilities


         Executive shall be the Company's chief legal officer, responsible for
all legal services provided to the Company. Executive's duties and
responsibilities shall include, without limitation, the following:

         (a)      advice and counsel to the Company's executive team;

         (b)      advice and counsel to the Company's Board of Directors;

         (c)      corporate secretarial functions;

         (d)      securities compliance and advice;

         (e)      legal support of mergers and acquisitions;

         (f)      legal support of financing transactions;

         (g)      legal support for Board of Director and executive compensation
                  matters, Company contracts and agreements;

         (h)      legal regulatory matters;

         (i)      selection, retention and management of outside counsel and
                  other legal resources; and

         (j)      budgetary matters related to legal services provided to the
                  Company.


         In performing his duties, Executive shall comply with the Company's
Standards of Business Conduct and all applicable laws, including but not limited
to the Sarbanes-Oxley Act of 2002.





<PAGE>


                                    EXHIBIT B




<PAGE>

                                 Form of Release




                                      B-2
<PAGE>


         THIS RELEASE ("Release") is granted effective as of the ____ day of
_________, ____, by Roy E. Hadley ("Executive") in favor of AirGate PCS, Inc.
(the "Company"). This is the Release referred to in that certain Employment
Agreement dated as of ________, 2004 by and between the Company and Executive
(the "Employment Agreement"), with respect to which this Release is an integral
part.

         FOR AND IN CONSIDERATION of the payments and benefits provided by
Section 8 of the Employment Agreement and the Company's other promises and
covenants as recited in the Employment Agreement, the receipt and sufficiency of
which are hereby acknowledged, Executive, for himself, his successors and
assigns, now and forever hereby releases and discharges the Company and all its
past and present officers, directors, stockholders, employees, agents, parent
corporations, predecessors, subsidiaries, affiliates, estates, successors,
assigns, benefit plans, consultants, administrators, and attorneys (hereinafter
collectively referred to as "Releasees") from any and all claims, charges,
actions, causes of action, sums of money due, suits, debts, covenants,
contracts, agreements, promises, demands or liabilities (hereinafter
collectively referred to as "Claims") whatsoever, in law or in equity, whether
known or unknown, which Executive ever had or now has from the beginning of time
up to the date this Release ("Release") is executed, including, but not limited
to, claims under the Age Discrimination in Employment Act, as amended by the
Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964
(and all of its amendments), the Americans with Disabilities Act, as amended, or
any other federal or state statutes, all tort claims, all claims for wrongful
employment termination or breach of contract, and any other claims which
Executive has, had, or may have against the Releasees on account of or arising
out of Executive's employment with or termination from the Company; provided,
however, that nothing contained in this Release shall in any way diminish or
impair (i) any rights of Executive to the benefits conferred or referenced in
the Employment Agreement [or Executive's Retention Bonus Agreement with the
Company], (ii) any rights to indemnification that may exist from time to time
under any Indemnification Agreement between Executive and the Company, or the
Company's certificate of incorporation or bylaws, or Delaware law, or (iii)
Executive's ability to raise an affirmative defense in connection with any
lawsuit or other legal claim or charge instituted or asserted by the Company
against Executive (collectively, the "Excluded Claims").

         Without limiting the generality of the foregoing, Executive hereby
acknowledges and covenants that in consideration for the sums being paid to him
he has knowingly waived any right or opportunity to assert any claim that is in
any way connected with any employment relationship or the termination of any
employment relationship which existed between the Company and Executive.
Executive further understands and agrees that, except for the Excluded Claims,
he has knowingly relinquished, waived and forever released any and all remedies
arising out of the aforesaid employment relationship or the termination thereof,
including, without limitation, claims for backpay, front pay, liquidated
damages, compensatory damages, general damages, special damages, punitive
damages, exemplary damages, costs, expenses and attorneys' fees.

         Executive specifically acknowledges and agrees that he has knowingly
and voluntarily released the Company and all other Releasees from any and all
claims arising under the Age Discrimination in Employment Act ("ADEA"), 29
U.S.C. Section 621, et seq., which Executive ever had or now has from the
beginning of time up to the date this Release is executed, including but






                                      B-3
<PAGE>

not limited to those claims which are in any way connected with any employment
relationship or the termination of any employment relationship which existed
between the Company and Executive. Executive further acknowledges and agrees
that he has been advised to consult with an attorney prior to executing this
Release and that he has been given twenty-one (21) days to consider this Release
prior to its execution. Executive also understands that he may revoke this
Release at any time within seven (7) days following its execution. Executive
understands, however, that this Release shall not become effective and that none
of the consideration described above shall be paid to him until the expiration
of the seven-day revocation period.

         Executive agrees never to seek reemployment or future employment with
the Company or any of the other Releasees.

         Executive acknowledges that the terms of this Release must be kept
confidential. Accordingly, Executive agrees not to disclose or publish to any
person or entity the terms and conditions or sums being paid in connection with
this Release, except as required by law, as necessary to prepare tax returns, or
as necessary to enforce the Excluded Claims.

         It is understood and agreed by Executive that the payment made to him
is not to be construed as an admission of any liability whatsoever on the part
of the Company or any of the other Releasees, by whom liability is expressly
denied.

         This Release is executed by Executive voluntarily and is not based upon
any representations or statements of any kind made by the Company or any of the
other Releasees as to the merits, legal liabilities or value of his claims.
Executive further acknowledges that he has had a full and reasonable opportunity
to consider this Release and that he has not been pressured or in any way
coerced into executing this Release.

         Executive acknowledges and agrees that this Release may not be revoked
at any time after the expiration of the seven-day revocation period and that he
will not institute any suit, action, or proceeding, whether at law or equity,
challenging the enforceability of this Release. Executive further acknowledges
and agrees that, with the exception of an action to challenge his waiver of
claims under the ADEA, he shall not ever attempt to challenge the terms of this
Release, attempt to obtain an order declaring this Release to be null and void,
or institute litigation against the Company or any other Releasee based upon a
claim which is covered by the terms of the release contained herein, without
first repaying all monies paid to him under Section 8 of the Employment
Agreement. Furthermore, with the exception of an action to challenge his waiver
of claims under the ADEA, if Executive does not prevail in an action to
challenge this Release, to obtain an order declaring this Release to be null and
void, or in any action against the Company or any other Releasee based upon a
claim which is covered by the release set forth herein, Executive shall pay to
the Company and/or the appropriate Releasee all their costs and attorneys' fees
incurred in their defense of Executive's action.

         This Release and the rights and obligations of the parties hereto shall
be governed and construed in accordance with the laws of the State of Georgia.
If any provision hereof is unenforceable or is held to be unenforceable, such
provision shall be fully severable, and this document and its terms shall be
construed and enforced as if such unenforceable provision had never comprised a
part hereof, the remaining provisions hereof shall remain in full force and




                                      B-4
<PAGE>

effect, and the court construing the provisions shall add as a part hereof a
provision as similar in terms and effect to such unenforceable provision as may
be enforceable, in lieu of the unenforceable provision.

         This document contains all terms of the Release and supersedes and
invalidates any previous agreements or contracts. No representations,
inducements, promises or agreements, oral or otherwise, which are not embodied
herein shall be of any force or effect.

         IN WITNESS WHEREOF, the undersigned acknowledges that he has read these
three pages and he sets his hand and seal this ____ day of ____________, 20___.




                                       -----------------------------------------
                                       ROY E. HADLEY

Sworn to and subscribed before me this
_____ day of ______________, 20___.


-----------------------------------------
              Notary Public


My Commission Expires:

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



                                      B-5
<PAGE>


                                    EXHIBIT C

                                  Service Area

SERVICE AREA BTAS:         Anderson, SC                                BTA 16
                           Asheville-Henderson, NC                     BTA 20
                           Augusta, GA                                 BTA 26
                           Camden County, NC,                 part of  BTA 324
                           Charleston, SC                              BTA 72
                           Columbia, SC                                BTA 91
                           Currituck County, NC,              part of  BTA 324
                           Dare County, NC,                   part of  BTA 324
                           Florence, SC                                BTA 147
                           Goldsboro-Kinston, NC                       BTA 165
                           Greenville-Washington, NC                   BTA 176
                           Greenville-Spartanburg, SC                  BTA 177
                           Greenwood, SC                               BTA 178
                           Hickory-Lenoir-Morgantown, NC               BTA 189
                           Jacksonville, NC                            BTA 214
                           Myrtle Beach, SC                            BTA 312
                           New Bern, NC                                BTA 316
                           Orangeburg, SC                              BTA 335
                           Pasquotank County, NC              part of  BTA 324
                           Roanoke Rapids, NC                          BTA 377
                           Rocky Mount-Wilson, NC                      BTA 382
                           Savannah, GA                                BTA 410
                           Sumter, SC                                  BTA 436
                           Wilmington, NC                              BTA 478