**Exhibit 10.17****RESIGNATION AGREEMENT**This Resignation Agreement (the “Agreement”) is hereby entered into effective as of September6, 2007 by and between Leap Wireless International, Inc. (“Leap”), Cricket Communications, Inc.(“Cricket” and together with Leap, the “Company”), and Amin Khalifa (the “Executive”). Leap,Cricket and the Executive are sometimes referred to herein as a “Party” or collectively as the“Parties.”**RECITALS****WHEREAS**, Executive is currently employed by Cricket as its Executive Vice President and ChiefFinancial Officer, serves as the Executive Vice President and Chief Financial Officer of Leap andthe domestic subsidiaries of Leap and Cricket, and serves on the Board of Directors of Cricket andthe domestic subsidiaries of Leap and Cricket; and**WHEREAS**, Cricket offered Executive employment, and Executive accepted such offer, through aletter from Cricket to Executive dated July 19, 2006. In addition, Executive, Leap and Cricketentered into a Severance Benefits Agreement as of September 15, 2006 (collectively, such offerletter and Severance Benefits Agreement are referred to as the “2006 Agreements”); and**WHEREAS**, Executive, Leap and Cricket wish to enter into this Agreement to terminate theemployment relationship between Executive and Cricket through Executive’s resignation effective asof September 6, 2007 (the “Termination Date”), to terminate and supersede the 2006 Agreements intheir entirety, and to resolve amicably all of their obligations to each other.**AGREEMENT****NOW, THEREFORE**, in consideration of the mutual covenants contained in this Agreement, and forother good and valuable consideration, the adequacy of which is hereby acknowledged, the Partieshereby agree as follows:1.       2006 Agreements. The 2006 Agreements shall be superseded entirely by thisAgreement, and the 2006 Agreements shall have no further force or effect. Each of Executive, Leapand Cricket acknowledge and agree that they do not have any claims against any other Party based onor arising under the 2006 Agreements.2.       Employment and Officer Status. Executive hereby resigns as an employee of Cricketeffective as of the Termination Date. Executive’s separation from employment shall be reflected inCricket’s records as a voluntary resignation. Executive hereby resigns from his position asExecutive Vice President and Chief Financial Officer (and any other officer positions he may hold)of Leap, Cricket and each of their respective domestic affiliates and subsidiaries effective as ofthe Termination Date. Executive shall execute any additional documentation necessary to effectuatesuch resignations.
 

 
3.       Resignation From Board. Executive hereby resigns from his position as a member ofthe Boards of Directors of Cricket and each of the domestic affiliates and subsidiaries of Leap andCricket effective as of the Termination Date. Executive shall execute any additional documentationreasonably requested by the Company to effectuate such resignations.4.       Compensation Through the Termination Date. Executive acknowledges and agrees thaton the Termination Date, Cricket will issue Executive his final paycheck, reflecting (a) his earnedbut unpaid base salary through the Termination Date, and (b) all accrued, unused vacation dueExecutive through the Termination Date. The payments described in this Section shall be subject toall applicable taxes and withholding. Cricket, within thirty (30) days after the Termination Date,will reimburse Executive for any and all business expenses incurred by Executive in connection withthe performance of his job duties prior to the Termination Date and reimbursable to Executivepursuant to the Company’s travel and expense reimbursement policies, which expenses shall besubmitted to Cricket with supporting receipts and/or documentation no later than fifteen (15) daysafter the Termination Date. Executive acknowledges and agrees that with his final check, and theexpense reimbursement check described in this Section, Executive will have received all monies,bonuses, commissions, expense reimbursement, vacation pay, and other compensation he earned or isdue in connection with his employment by Cricket. Executive acknowledges and agrees that thepayments and benefits described in this Section constitute the only compensation, benefits or otheramounts to which he is entitled pursuant to any policies, practices or benefit programs maintainedby Leap or Cricket related to compensation and benefits. Effective as of the Termination Date, (a)Executive waives and relinquishes any right he may have to exercise any and all stock optionsgranted to him by Leap under the 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan(the “2004 Stock Plan”), and (b) Executive sells to Leap, and Leap repurchases from Executive, allshares of Leap common stock granted and sold to Executive under the 2004 Stock Plan pursuant toRestricted Stock Award Grant Notices/Restricted Stock Award Agreements for the original cashpurchase price for such shares, payable to Executive within seven days of the Termination Date.Executive further acknowledges and agrees that, effective as of the Termination Date, Executivewill hold no right to stock, stock options, restricted stock, or deferred stock units in eitherLeap or Cricket, or long-term equity-based incentive compensation from the Company (collectively“Equity”), and hereby waives and relinquishes any claim to such Equity. This Section 4 shall not,however, constitute a waiver of any of Executive’s rights to any vested benefits under theCompany’s 401(k) plan or to the payment to Executive of amounts credited to the Executive’s accountunder the Leap Employee Stock Purchase Plan in accordance with the provisions of such plan relatingto employees whose employment with the Company has terminated, such credited amounts estimated tobe approximately $2,200.00.5.       Entitlement to Benefits. Except as provided in this Agreement, Executive’sentitlement to benefits from Leap or Cricket, and eligibility to participate in the benefit plansof Leap and Cricket, shall cease on the Termination Date, except to the extent Executive elects toand is eligible to continue his medical and dental benefits pursuant to COBRA. If Executive electsto continue benefits pursuant to COBRA, Cricket shall pay for such benefits for twelve months or,if shorter, until Executive qualifies for medical and dental benefits with another employer,provided, however, the total amount that Cricket shall be obligated to pay for such benefits shallnot exceed Twenty One Thousand Dollars ($21,000). This Section 5 shall not, however, constitute awaiver of any of Executive’s rights to any vested benefits under the Company’s 401(k) plan or tothe
2

 
payment to Executive of amounts credited to the Executive’s account under the Leap EmployeeStock Purchase Plan in accordance with the provisions of such plan relating to employees whoseemployment with the Company has terminated, such credited amounts estimated to be approximately$2,200.00.6.       Severance Payment. Subject in all respects to (i) Executive’s performance of hisobligations under this Agreement, (ii) Executive’s execution and delivery to the Company of theGeneral Release attached hereto and incorporated herein as Addendum A (the “GeneralRelease”), and (iii) the expiration of the seven day revocation period following the execution anddelivery of the General Release as described therein, without Executive’s having given notice ofrevocation, Cricket shall pay Executive a severance payment in the gross amount of Five HundredNinety Thousand, Six Hundred Twenty Five Dollars ($590,625) ( subject to applicable withholding atthe minimum permissible rate) in a lump sum in accordance with the Company’s payroll practices assoon as practicable, in accordance with the Company’s normal accounting practices, after the dateon which the General Release becomes irrevocable (but in no event more than two weeks after suchdate), in lieu of any payments or benefits to which Executive may have been entitled pursuant tothe 2006 Agreements or otherwise with respect to the termination of his employment with Cricket andhis officer and director relationships with Leap, Cricket and the domestic subsidiaries of Leap andCricket.7.       Proprietary Information. Executive acknowledges that certain information,observations and data obtained by him during the course of or related to his employment with theCompany (including, without limitation, information with respect to the Company’s and itsaffiliates’ operations, processes, products, inventions, business practices, finances, principals,employees, vendors, suppliers, customers, potential customers, shareholders, business plans,marketing plans, proposals or methods, costs, prices, contractual relationships, regulatory status,compensation paid to employees or other terms of employment) are the sole property of the Companyand constitute trade secrets and/or confidential business information of the Company. Promptlyfollowing the execution of this Agreement, Executive agrees to return all files, customer lists,financial information or other Company property (excluding documents that have been publicly filedwith the SEC) which are in the Executive’s possession or control without making copies thereof.Except as required pursuant to applicable law, Executive further agrees that he will not discloseto any person or use for his own account any of the above described trade secret information,observations or data without the written consent of Leap’s Board of Directors. Further, Executiveacknowledges that any unauthorized use of the above described confidential information will causeirreparable harm to the Leap and Cricket and their affiliates and will give rise to an immediateaction by any of them for injunctive relief. Executive continues to be bound by the InventionDisclosure, Confidentiality and Proprietary Rights Agreement that he signed during his employmentin accordance with the terms thereof.8.       Cooperation Clause. Executive agrees to cooperate fully with the Company(including the Boards of Directors of Leap and Cricket and any special committees of the Boards ofDirectors of Leap and Cricket) and its counsel and accountants in any financial audits or internalinvestigation involving securities, financial, accounting, or other matters, and in its defense of,or other participation in, any administrative, judicial, or other proceeding arising from anycharge, complaint or other action which has been or may be filed relating to the period duringwhich Executive was employed by Cricket. Cricket agrees to reimburse Executive for: (a) hisreasonable
3

 
and actual expenses incurred in providing such cooperation; and (b) his time spent providingsuch cooperation at his then current regular rate of pay, or if none, in an amount not less than$250 per hour provided, however, the Company shall have no obligation to reimburse Executive underthis Section 8 for his time, cooperation or assistance in any matter in which he is named as adefendant or respondent or with respect to which Executive requests indemnification pursuant toSection 12 of this Agreement. Except as required by law or authorized in advance by the Leap Boardof Directors, Executive shall not knowingly communicate, directly or indirectly, with shareholdersof Leap or their representatives concerning the management of the Company, the operations of theCompany, or the financial status of the Company. Executive shall not knowingly take any actionmaterially detrimental to the interests of the Company or its management. Nothing in the precedingtwo sentences shall apply to testimony given by any person in a legal proceeding.9.       Confidentiality of Agreement. Except as expressly set forth in Section 10, theprovisions of this Agreement shall be held in strictest confidence by the Parties and shall not bepublicized or disclosed in any manner whatsoever; provided, however, that: (a) Executive maydisclose this Agreement, in confidence, to his spouse; (b) the Parties may disclose this Agreementin confidence to their respective attorneys, accountants, auditors, tax preparers, and financialadvisors; (c) Leap may disclose this Agreement as necessary to fulfill standard or legally requiredSEC or corporate reporting or disclosure requirements; (d) the Parties may disclose this Agreementinsofar as such disclosure may be necessary to enforce its terms or as otherwise required by law;and (e) Executive may inform third parties that he voluntarily resigned from his positions withLeap and Cricket.10.       Press Release; Mutual Nondisparagement.a.         No later than September 7, 2007 Leap shall issue a press release regarding Executive’sresignation in the form attached hereto as Addendum B or in such other form as the Parties mutuallyagree to. Except as required by law or court order, neither Leap, Cricket, nor their respectiveofficers or directors shall make any additional or inconsistent public statements regardingExecutive’s resignation, termination or departure from the Company, or performance while employedby the Company, unless in response to a prior statement or communication by a Party in violation ofthis Section 10. The Company shall not encourage or induce any employees to make any additional orinconsistent public statements regarding Executive’s resignation, termination or departure from theCompany, or performance while employed by the Company. Leap, Cricket, and their officers anddirectors, on the one hand, and Executive , on the other hand, shall not disparage or otherwisepublish or communicate derogatory statements or opinions about the other to any third party, unlessin response to a prior statement or communication by the other side in violation of this Section10. The Company shall not encourage or induce any employees to disparage or otherwise publish orcommunicate derogatory statements or opinions about Executive to any third party. Internalcommunications among the senior management personnel or the Board of Directors of Leap or Cricketshall not be considered communications to a third party for purposes of this Section. Nothing inthis Section 10 shall apply to testimony given by any person in a legal proceeding.b.         The Company warrants and represents that since June 1, 2007, the Company’s officers anddirectors have not knowingly made material disparaging statements or otherwise knowingly publishedor communicated material derogatory statements or opinions concerning Executive or his workperformance to any third party that has not signed a non-disclosure
4

 
agreement or is not otherwise subject to a confidentiality obligation to the Companyprohibiting the public dissemination or disclosure of such communications or information concerningExecutive.c.         In the event that Leap, Cricket or any of their respective affiliates materially breachesthe provisions of Section 9 or 10, Executive (but not the Company) shall, in addition to andwithout limiting any of his other legal remedies, be entitled to treat Section 9 as null and void.11.       Non-Solicitation.a.       For the period commencing on the Termination Date and terminating ten months and fifteendays thereafter, Executive shall not, either on Executive’s own account or jointly with or as amanager, agent, officer, employee, consultant, partner, joint venturer, owner, shareholder orotherwise, on behalf of any other person, firm or corporation, directly or indirectly solicit orattempt to solicit away from the Company, or any of its affiliates, any of its officers oremployees or offer employment to any person who, on or during the six (6) months immediatelypreceding the date of such solicitation or offer, is or was an officer or employee of the Company,or any of its affiliates; provided, however, that a general advertisement to which an officer oremployee of the Company, or any of its affiliates, responds shall in no event be deemed to resultin a breach of this Section 11(a).b.       In the event that Executive breaches the provisions of Section 11(a), or threatens to doso, in addition to and without limiting or waiving any other remedies available to the Company inlaw or in equity, the Company shall be entitled to immediate injunctive relief in any court havingthe capacity to grant such relief, to restrain such breach or threatened breach and to enforceSection 11(a). Executive acknowledges that it is impossible to measure in money the damages thatthe Company will sustain in the event that Executive breaches or threatens to breach Section 11(a)and, in the event that the Company institutes any action or proceeding to enforce Section 11(a)seeking injunctive relief, Executive hereby waives and agrees not to assert or use as a defense aclaim or defense that the Company has an adequate remedy at law. Also, in addition to any otherremedies available to the Company in law or equity, in the event that Executive breaches theprovisions of Section 11(a) in any material respect, Executive shall be obligated to repay to theCompany the benefits that Executive has received under Section 6.12.       Indemnification.Executive will continue to be indemnified by any applicable insurance policies, agreements, orbylaws of the Company and as otherwise required by law for his actions as an employee, officer, anddirector prior to the Termination Date to the same extent as during his employment to the fullestextent provided by law.13.       Return of Equipment.Within five (5) days of the Termination Date, Executive shall return to the Company in goodworking order any equipment, instruments, or accessories of the Company in his custody for thepurpose of conducting the business of the Company without deleting, removing, or duplicating anydata reflecting the Company’s proprietary information, or if not returned, account to the Companyto its reasonable satisfaction for all such equipment, instruments, or accessories.
5

 
14.       Miscellaneous Provisions.a.       The provisions of this Agreement are severable. If any provision is held to be invalid orunenforceable it shall not affect the validity or enforceability of any other provision.b.       Except as expressly stated herein, this Agreement and its addenda represent the sole andentire agreement between the Parties with respect to the subject matters contained herein andsupersede all prior documents, agreements, negotiations and discussions between the Parties withrespect to the subject matters contained herein. The Parties acknowledge and agree that there areno collateral agreements or representations, written or oral, regarding the terms and conditions ofExecutive’s employment with the Company, the termination of Executive’s employment with theCompany, and settlement of all claims between the Parties other than those expressly set forth inthis Agreement.c.       No provision of this Agreement may be altered, modified or amended unless such alteration,modification, or amendment is agreed to in writing and signed by Executive on the one hand and Leapand Cricket on the other, which writing expressly states the intent of the Parties to modify thisAgreement.d.       This Agreement shall be construed as a whole in accordance with its fair meaning and inaccordance with the laws of the State of California. This Agreement has been reviewed by theparties hereto and their respective attorneys, and the parties have had a full opportunity tonegotiate the contents hereof. The parties hereto expressly waive any common law or statutory ruleof construction that ambiguities should be construed against the drafter of this Agreement. Thelanguage in the Agreement shall not be construed for or against any particular Party. The headingsused herein are for reference only and shall not affect the construction of this Agreement.e.       No waiver by any Party hereto at any time of any breach of, or compliance with, anycondition or provision of this Agreement to be performed by any other Party hereto shall be deemeda waiver of similar or dissimilar provisions or conditions at the same or at any prior orsubsequent time.f.       This Agreement may be executed in one or more counterparts, and by facsimile, each of whichshall be deemed to be an original as against any Party that has signed it, but all of whichtogether will constitute one and the same instrument.g.       Executive acknowledges that the payments and benefits provided in this Agreement may havetax ramifications to him. The Company has provided no tax or other advice to Executive on suchmatters and Executive is free to consult with an accountant, legal counsel, or other tax advisorregarding the tax consequences he may face.h.       EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, INCLUDING ADDENDA A AND B,CAREFULLY, UNDERSTANDS ALL OF ITS TERMS, AND AGREES TO THOSE TERMS KNOWINGLY, FREELY,
6

 
VOLUNTARILY, AND WITHOUT DURESS. Executive acknowledges that, in executing and entering intothis Agreement, he has relied on the advice of independent legal counsel of his own selection.i.       Any and all notices or other communications or deliveries required or permitted to begiven or made shall be in writing and delivered personally, or sent by certified or registeredmail, return receipt requested and postage prepaid, or sent by overnight courier service asfollows:If to Leap or Cricket, at:Leap Wireless International, Inc.